Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

NAME OF REPORTING PERSON

Decheng Capital China Life Sciences USD Fund III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

4,400,371 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,400,371 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,400,371 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.6% (2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

Consists of 3,165,735 shares of the Issuers Common Stock and 1,234,636 shares of the Issuers Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing, held directly by Decheng Capital China Life Sciences USD Fund III, L.P. (the Fund). Decheng Capital Management III (Cayman), LLC (the General Partner) is the general partner of the Fund and Xiangmin Cui is the sole manager of the General Partner. The Fund, the General Partner and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by the Fund.

This percentage is calculated based upon 23,727,502 shares of the Issuers Common Stock outstanding, which is the sum of: (i) 18,587,892 shares of the Issuers Common Stock outstanding on May 7, 2020, as set forth in the Issuers quarterly report filed on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2020 and (ii) 5,139,610 shares of the Issuers Common Stock issued in a private placement transaction related to a securities purchase agreement, between the Issuer and a select group of institutional investors, as reported in the Companys Current Report on Form 8-K, filed with the SEC on July 24, 2020 (the Private Placement), as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act.

NAME OF REPORTING PERSON

Decheng Capital Management III (Cayman), LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

4,400,371 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,400,371 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,400,371 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.6% (2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

Consists of 3,165,735 shares of the Issuers Common Stock and 1,234,636 shares of the Issuers Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing, held directly by the Fund. The General Partner is the general partner of the Fund and Xiangmin Cui is the sole manager of the General Partner. The Fund, the General Partner and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by the Fund.

This percentage is calculated based upon 23,727,502 shares of the Issuers Common Stock outstanding, which is the sum of: (i) 18,587,892 shares of the Issuers Common Stock outstanding on May 7, 2020, as set forth in the Issuers quarterly report filed on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2020 and (ii) 5,139,610 shares of the Issuers Common Stock issued in the Private Placement, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act.

NAME OF REPORTING PERSON

Xiangmin Cui

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

9,350 (1)

SHARED VOTING POWER

4,400,371 (2)

SOLE DISPOSITIVE POWER

9,350 (1)

SHARED DISPOSITIVE POWER

4,400,371 (2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,409,721 (1) (2)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.7% (3)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No. 02083G100

Pursuant to the Issuers non-employee director compensation policy, (i) on January 18, 2019 Dr. Cui, as a new director, was granted stock options from the Issuers existing equity incentive plan to purchase up to an aggregate of 7,650 shares of Common Stock at an exercise price of $5.70 per share (the 2019 Options) and (ii) on January 2, 2020 Dr. Cui was granted stock options from the Issuers existing equity incentive plan to purchase up to an aggregate of 7,650 shares of Common Stock at an exercise price of $3.6233 per share (the 2020 Options). The 2019 Options vest in 36 equal monthly installments commencing on January 18, 2019 and 1/12^th of the shares subject to the 2020 Options became vested and exercisable on February 2, 2020, with 1/12^th of the shares subject to the 2020 Options vesting monthly thereafter. Dr. Cui beneficially owns 9,350 shares of Common Stock that may be acquired upon exercise of these options that are exercisable within 60 days of the date of this filing.

Consists of 3,165,735 shares of the Issuers Common Stock and 1,234,636 shares of the Issuers Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing, held directly by the Fund. The General Partner is the general partner of the Fund and Xiangmin Cui is the sole manager of the General Partner. The Fund, the General Partner and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by the Fund.

This percentage is calculated based upon 23,727,502 shares of the Issuers Common Stock outstanding, which is the sum of: (i) 18,587,892 shares of the Issuers Common Stock outstanding on May 7, 2020, as set forth in the Issuers quarterly report filed on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2020 and (ii) 5,139,610 shares of the Issuers Common Stock issued in the Private Placement, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act.

CUSIP No. 02083G100

SECURITY AND ISSUER

IDENTITY AND BACKGROUND

This Schedule 13D is filed by (i) Decheng Capital China Life Sciences USD Fund III, L.P. (the Fund), a Cayman Islands exempted limited partnership, (ii) Decheng Capital Management III (Cayman), LLC (the General Partner), a Cayman Islands limited liability company and (iii) Xiangmin Cui (Dr. Cui) (collectively, the Reporting Persons).

The address of the principal place of business of the Reporting Persons is 3000 Sand Hill Road, Building 2, Suite 110, Menlo Park, California 94025.

The principal business of the Fund is the venture capital investment business. The principal business of the General Partner is acting as general partner of the Fund. The principal occupation of Dr. Cui is serving as manager of the General Partner.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Fund is a Cayman Islands exempted limited partnership, the General Partner is a Cayman Islands limited liability company and Dr. Cui is a citizen of the United States.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

CUSIP No. 02083G100

PURPOSE OF TRANSACTION

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

Any material change in the present capitalization or dividend policy of the Issuer;

CUSIP No. 02083G100

Any other material change in the Issuers business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

Any action similar to any of those enumerated above.

INTEREST IN SECURITIES OF THE ISSUER

As of the date hereof, the Fund is the record owner of 4,400,371shares of Common Stock, including 1,234,636 shares of Common Stock issuable within 60 days of the date of this filing upon the exercise of Warrants. The Fund is controlled by the General Partner and Dr. Cui. As such, each of the Reporting Persons may be deemed to share voting and dispositive power over the shares held by the Fund. As such, both the General Partner and Dr. Cui may be deemed to beneficially own the shares held directly by the Fund. In addition, Dr. Cui beneficially owns 9,350 shares of Common Stock that may be acquired upon exercise of options that are exercisable within 60 days of July 28, 2020, which were granted to Dr. Cui pursuant to the Issuers non-employee director compensation policy.

Not applicable.

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

No applicable.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

MATERIAL TO BE FILED AS EXHIBITS

Securities Purchase Agreement, dated January 15, 2019, by and among the Issuer and the Purchasers (Incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 16, 2019).

Registration Rights Agreement, dated January 15, 2019, by and among the Issuer and the Purchasers (Incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 16, 2019).

Form of Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 16, 2019).

Agreement regarding filing of joint Schedule 13D.

Form of Lock-Up Agreement (incorporated by reference to Exhibit I to the 2020 Purchase Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 24, 2020)

Previously filed.