Page 9 of 15 – SEC Filing Item 5. Interest in Securities of the Issuer
(a) — (b) The following disclosure assumes that there are 20,139,826 Shares outstanding, which includes 6,554,016 Shares sold in the Private Placement and as confirmed by the Issuer. As of the date of this filing, OIP II, a limited partnership organized under the laws of the Cayman Islands, holds 1,536,098 Shares and 1,536,098 Warrants constituting approximately 14.2% of the issued and outstanding Shares plus the Warrants held by OIP II. OrbiMed Israel is the sole general partner of OIP II pursuant to the terms of the limited partnership agreement of OIP II, and OrbiMed Limited is the sole general partner of OrbiMed Israel pursuant to the terms of the limited partnership agreement of OrbiMed Israel. As a result, OrbiMed Israel and OrbiMed Limited share the power to direct the vote and disposition of the Shares held by OIP II, and both OrbiMed Israel and OrbiMed Limited may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OIP II. OrbiMed Limited exercises this investment power through an investment committee (the “Committee”) comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits each of whom disclaims beneficial ownership of the Shares held by OIP II. As of the date of this filing, OPI VI, a limited partnership organized under the laws of Delaware, holds 1,536,098 Shares and 1,536,098 Warrants constituting approximately 14.2% of the issued and outstanding Shares plus the Warrants held by OPI VI. OrbiMed Capital is the sole general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital. Isaly owns a controlling interest in OrbiMed Advisors pursuant to the terms of its limited liability company agreement. As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. Each of OrbiMed Advisors, OrbiMed Capital and Isaly disclaims any beneficial ownership over the shares of the other Reporting Persons. (c) Except as disclosed in Item 3, none of the Reporting Persons has effected any transaction during the past sixty (60) days in any Shares. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
In addition to the relationships between the Reporting Persons described in Item 5 above, OrbiMed Capital is the sole general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI. Pursuant to this agreement and relationship, OrbiMed Capital has discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares of the Issuer attributable to OPI VI is 3,072,196. OrbiMed Capital, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 3,072,196 Shares. OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed Capital have discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares attributable to OPI VI is 3,072,196 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed Capital, may also be considered to hold indirectly 3,072,196 Shares.
| Item 5. | Interest in Securities of the Issuer |
(a) — (b) The following disclosure assumes that there are 20,139,826 Shares outstanding, which includes 6,554,016 Shares sold in the Private Placement and as confirmed by the Issuer.
As of the date of this filing, OIP II, a limited partnership organized under the laws of the Cayman Islands, holds 1,536,098 Shares and 1,536,098 Warrants constituting approximately 14.2% of the issued and outstanding Shares plus the Warrants held by OIP II. OrbiMed Israel is the sole general partner of OIP II pursuant to the terms of the limited partnership agreement of OIP II, and OrbiMed Limited is the sole general partner of OrbiMed Israel pursuant to the terms of the limited partnership agreement of OrbiMed Israel. As a result, OrbiMed Israel and OrbiMed Limited share the power to direct the vote and disposition of the Shares held by OIP II, and both OrbiMed Israel and OrbiMed Limited may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OIP II. OrbiMed Limited exercises this investment power through an investment committee (the “Committee”) comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits each of whom disclaims beneficial ownership of the Shares held by OIP II.
As of the date of this filing, OPI VI, a limited partnership organized under the laws of Delaware, holds 1,536,098 Shares and 1,536,098 Warrants constituting approximately 14.2% of the issued and outstanding Shares plus the Warrants held by OPI VI. OrbiMed Capital is the sole general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital. Isaly owns a controlling interest in OrbiMed Advisors pursuant to the terms of its limited liability company agreement. As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. Each of OrbiMed Advisors, OrbiMed Capital and Isaly disclaims any beneficial ownership over the shares of the other Reporting Persons.
(c) Except as disclosed in Item 3, none of the Reporting Persons has effected any transaction during the past sixty (60) days in any Shares.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
In addition to the relationships between the Reporting Persons described in Item 5 above, OrbiMed Capital is the sole general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI. Pursuant to this agreement and relationship, OrbiMed Capital has discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares of the Issuer attributable to OPI VI is 3,072,196. OrbiMed Capital, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 3,072,196 Shares.
OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed Capital have discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares attributable to OPI VI is 3,072,196 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed Capital, may also be considered to hold indirectly 3,072,196 Shares.
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