Page 7 of 9 – SEC Filing Except as otherwise disclosed herein, at the present time, the
Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer
including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages
of this Amendment No. 9 are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common
Stock of the Issuer directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting
Persons, as well as shares of Common Stock that may be acquired upon exercise of the 2019 Warrants and the 2018 Warrants (as defined
below) by the Funds, subject to the limitations on exercise described below.
Holder Shares of Common Stock 2019 Warrants 2018 Warrants 667, L.P. 3,029,953 42,131 – Baker Brothers Life Sciences, L.P. 22,337,275 447,138 1,426,590 14159, L.P. 452,540 10,731 39,378 Total 25,819,768 500,000 1,465,968
The
warrants to acquire common stock at an exercise price of $0.01 per share with an expiration date of December 17, 2019 (“the
2019 Warrants”) are only exercisable to the extent that after giving
effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), no more than 19.99% of the outstanding shares of Common Stock
of the Issuer. As a result of this restriction, the number of shares that may be issued upon exercise of the 2019 Warrants by the
above holders may change depending upon changes in the outstanding shares of Common Stock.
The
warrants to acquire common stock at an exercise price of $1.38 per share with an expiration date of January 11, 2018 (the
“2018 Warrants”) are only exercisable to the extent that giving
effect to such exercise would not cause the holders thereof and their affiliates to beneficially own, for purposes of Rule 13d-3
under the Exchange Act, in excess of 9.9% of the outstanding shares of Common Stock of the Issuer. As a result of this restriction,
the number of shares that may be issued on exercise of the 2018 Warrants by the above holders may change depending upon changes
in the outstanding shares of Common Stock.
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
The Reporting Persons disclaim beneficial ownership of the securities
held by each of the Funds, and this Amendment No. 9 shall not be deemed an admission that the Reporting Persons are the beneficial
owners of such securities for purposes of Section 13(d) or for any other purpose.
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Except as otherwise disclosed herein, at the present time, the
Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer
including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| ITEM 5. | Interest in Securities of the Issuer. |
(a) and (b) Items 7 through 11 and 13 of each of the cover pages
of this Amendment No. 9 are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common
Stock of the Issuer directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting
Persons, as well as shares of Common Stock that may be acquired upon exercise of the 2019 Warrants and the 2018 Warrants (as defined
below) by the Funds, subject to the limitations on exercise described below.
| Holder | Shares of Common Stock | 2019 Warrants | 2018 Warrants | |||||||||
| 667, L.P. | 3,029,953 | 42,131 | – | |||||||||
| Baker Brothers Life Sciences, L.P. | 22,337,275 | 447,138 | 1,426,590 | |||||||||
| 14159, L.P. | 452,540 | 10,731 | 39,378 | |||||||||
| Total | 25,819,768 | 500,000 | 1,465,968 | |||||||||
The
warrants to acquire common stock at an exercise price of $0.01 per share with an expiration date of December 17, 2019 (“the
2019 Warrants”) are only exercisable to the extent that after giving
effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), no more than 19.99% of the outstanding shares of Common Stock
of the Issuer. As a result of this restriction, the number of shares that may be issued upon exercise of the 2019 Warrants by the
above holders may change depending upon changes in the outstanding shares of Common Stock.
The
warrants to acquire common stock at an exercise price of $1.38 per share with an expiration date of January 11, 2018 (the
“2018 Warrants”) are only exercisable to the extent that giving
effect to such exercise would not cause the holders thereof and their affiliates to beneficially own, for purposes of Rule 13d-3
under the Exchange Act, in excess of 9.9% of the outstanding shares of Common Stock of the Issuer. As a result of this restriction,
the number of shares that may be issued on exercise of the 2018 Warrants by the above holders may change depending upon changes
in the outstanding shares of Common Stock.
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
The Reporting Persons disclaim beneficial ownership of the securities
held by each of the Funds, and this Amendment No. 9 shall not be deemed an admission that the Reporting Persons are the beneficial
owners of such securities for purposes of Section 13(d) or for any other purpose.
