Filing Details

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box.  ☐

(2)	Based on 14,868,973 Ordinary Shares reported to be outstanding on the Issuer’s Form 10-Q, filed with the SEC on November 11, 2019.

Based upon certain terms of the Purchase Agreement discussed in Item 6 below of this Amendment No. 1, of the Investors Rights Agreement  (as defined in Item 6), the Reporting Persons and the Investors could potentially be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder. If deemed a “group,” the Investors would in aggregate beneficially own 9,874,436 Ordinary Shares, or approximately 66.41% of the outstanding Ordinary Shares.  However, the Reporting Persons expressly disclaim the existence of a group, as well as beneficial ownership with respect to any Ordinary Shares beneficially owned the Investors, and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.

(b)

Regarding the number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: See line 7 of cover sheets

(ii)

shared power to vote or to direct the vote: See line 8 of cover sheets

(iii)

sole power to dispose or to direct the disposition: See line 9 of cover sheets.

(iv)

shared power to dispose or to direct the disposition: See line 10 of cover sheets

(c)

Not applicable.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the FH Shares beneficially owned by any of the Reporting Persons.

(e)

Not applicable.

Item 6 is amended and supplemented as follows:

FH-VII and FH-VIIA, entered into a securities purchase agreement (the “Purchase Agreement”) with the Issuer, the Issuer’s wholly-owned subsidiaries and a group of accredited investors, as set forth therein (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) approximately $51.9 million aggregate principal amount of its 6.500% exchangeable senior subordinated notes due 2025 (the “Exchangeable Notes”) and $0.1 million aggregate principal amount of its limited recourse royalty-linked subordinated notes (the “RLNs” and, together with the Exchangeable Notes, the “Securities”).

The Investors include entities affiliated with Sarissa Capital Management LP (“Sarissa”) and RA Capital Management and entities affiliated with certain members of the Company’s board of directors, including Brenton Ahrens, Mark Chin, James Healy, Patrick Heron, Ronald Hunt and Shahzad Malik, and the other Investors as set forth in the Purchase Agreement. SVB Leerink acted as the exclusive placement agent for the Private Placement.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Form of the Purchase Agreement, a copy of which is filed as Exhibit 2 hereto, and is incorporated by reference into this Item 6.

FH-VII and FH-VIIA entered into an investors’ rights agreement with the Company and Issuer (the “Investors’ Rights Agreement”). The Investors’ Rights Agreement provides for, among other things, certain rights relating to the registration of certain shares of Ordinary Shares held by Heron and certain other holders pursuant to the Securities Act of 1933, as amended, as well as certain board designation rights of Sarissa.

The foregoing description of the Investors’ Rights Agreement is qualified in its entirety by reference to the full text of the Form of the Investors’ Rights Agreement, a copy of which is filed as Exhibit 3 hereto, and is incorporated by reference into this Item 6.

Dated January 27, 2020