(Amendment No. 7)1
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Biotechnology Value Fund, L.P. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
276,601 (1) |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
276,601 (1) |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
276,601 (1) |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
5.7% (1) |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
(1) Includes 23,625 Shares (as defined below) underlying
certain Short Term Warrants (as defined below). The Short Term Warrants are subject to the Warrants Blocker (as defined below).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BVF I GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
276,601 (1) |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
276,601 (1) |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
276,601 (1) |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
5.7% (1) |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
(1) Includes 23,625 Shares underlying certain Short
Term Warrants. The Short Term Warrants are subject to the Warrants Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Biotechnology Value Fund II, L.P. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
181,483 |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
181,483 |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
181,483 |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
3.7% |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BVF II GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
181,483 |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
181,483 |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
181,483 |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
3.7% |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Biotechnology Value Trading Fund OS LP |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Cayman Islands |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
22,907 |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
22,907 |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
22,907 |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BVF Partners OS Ltd. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Cayman Islands |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
22,907 |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
22,907 |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
22,907 |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BVF GP Holdings LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
458,084 (1) |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
458,084 (1) |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
458,084 (1) |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
9.4% (1) |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
(1) Includes 23,625 Shares underlying certain Short
Term Warrants. The Short Term Warrants are subject to the Warrants Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BVF Partners L.P. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
488,367 (1) |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
488,367 (1) |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
488,367 (1) |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
9.99% (1) |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN, IA |
|
(1) Includes 23,625 Shares underlying certain Short
Term Warrants. The Short Term Warrants are subject to the Warrants Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BVF Inc. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
488,367 (1) |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
488,367 (1) |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
488,367 (1) |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
9.99% (1) |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
(1) Includes 23,625 Shares underlying certain Short
Term Warrants. The Short Term Warrants are subject to the Warrants Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Mark N. Lampert |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
United States |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
488,367 (1) |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
488,367 (1) |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
488,367 (1) |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
9.99% (1) |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
(1) Includes 23,625 Shares underlying certain Short
Term Warrants. The Short Term Warrants are subject to the Warrants Blocker.
| Item 1(a). | Name of Issuer: |
Calithera Biosciences, Inc., a Delaware corporation (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
343 Oyster Point Blvd., Suite 200
South San Francisco, California 94080
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
Biotechnology Value Fund, L.P. (“BVF”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF I GP LLC (“BVF GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF II GP LLC (“BVF2 GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Trading Fund OS LP (“Trading
Fund OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF Partners OS Ltd. (“Partners OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF GP Holdings LLC (“BVF GPH”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to as a
“Reporting Person” and collectively as the “Reporting Persons.”
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share (the “Shares”).
13089P507
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a: |
|
|
/x/ |
Not applicable. |
|
|
|
|
|
(a) |
/ / |
Broker or dealer registered under Section 15 of the Exchange Act. |
|
|
|
|
|
(b) |
/ / |
Bank as defined in Section 3(a)(6) of the Exchange Act. |
|
|
|
|
|
(c) |
/ / |
Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
|
|
|
|
|
(d) |
/ / |
Investment company registered under Section 8 of the Investment Company Act. |
|
|
|
|
|
(e) |
/ / |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
|
|
|
|
|
(f) |
/ / |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
|
|
|
|
|
(g) |
/ / |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
|
|
|
|
|
(h) |
/ / |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
|
|
|
|
|
(i) |
/ / |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
|
|
|
|
|
(j) |
/ / |
A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). |
|
|
|
|
|
(k) |
/ / |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| (a) | Amount beneficially owned: |
As of the close of business on December 31,
2022, the Reporting Persons held an aggregate of 92,130 warrants that are immediately exercisable and expire 18 months from the date of
issuance (the “Short Term Warrants”). The Short Term Warrants held by the Reporting Persons are exercisable for an aggregate
of 92,130 Shares. Each Short Term Warrant is exercisable for one Share at an exercise price of $10.80 per Share (as adjusted from the
original exercise price of $0.54 per Share following the Issuer’s 20:1 reverse stock split as disclosed in the Issuer’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2022). The exercise of the Short Term Warrants are subject
to the limitations of the Warrants Blocker (as defined and described below). As of December 31, 2022, the Warrants Blocker limited the
exercise of the Short Term Warrants by the Reporting Persons to 23,625 out of 92,130 Shares underlying the Short Term Warrants owned by
the Reporting Persons in the aggregate. In providing beneficial ownership herein, the Reporting Persons have assumed that certain of the
Short Term Warrants held by BVF will be exercised.
As of the close of business on December 31,
2022, the Reporting Persons held an aggregate of 92,130 warrants that are immediately exercisable and expire 5 years from the date of
issuance (the “Long Term Warrants” and together with the Short Term Warrants, the “Warrants”). The Long Term Warrants
held by the Reporting Persons are exercisable for an aggregate of 92,130 Shares. Each Long Term Warrant is exercisable for one Share at
an exercise price of $10.80 per Share (as adjusted from the original exercise price of $0.54 per Share following the Issuer’s 20:1
reverse stock split as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
June 14, 2022). The exercise of the Long Term Warrants are subject to the limitations of the Warrants Blocker. As of December 31, 2022,
the Warrants Blocker limited the exercise of the Long Term Warrants by the Reporting Persons to 0 out of 92,130 Shares underlying the
Long Term Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership herein, the Reporting Persons have
assumed that none of the Long Term Warrants held by the Reporting Persons will be exercised.
Under the terms of the Warrants, a holder
of the Warrants will not have the right to exercise any portion of the Warrants it holds if such holder, together with its affiliates
and any other person acting as a group together with the holder or any of its affiliates or as otherwise calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 4.99% or 9.99% (at the election
of the holder) of the number of Shares outstanding immediately after giving effect to such exercise (the “Warrants Blocker”);
provided, however, that each holder may increase or decrease the Warrants Blocker by giving notice to the Issuer, with any such increase
not taking effect until the sixty-first (61st) day after such notice is delivered to the Issuer but not to any percentage in
excess of 9.99%. The 9.99% Warrants Blocker currently applies to the Warrants held by the Reporting Persons.
As of the close of business on December 31,
2022, (i) BVF beneficially owned 276,601 Shares, including 23,625 Shares underlying Short Term Warrants held by it, and excluding 30,853
Shares underlying the remaining Short Term Warrants held by it and 54,478 Shares underlying certain Long Term Warrants held by it; (ii)
BVF2 beneficially owned 181,483 Shares, excluding 36,942 Shares underlying certain Short Term Warrants held by it and 36,942 Shares underlying
certain Long Term Warrants held by it and (iii) Trading Fund OS beneficially owned 22,907 Shares.
BVF GP, as the general partner of BVF, may
be deemed to beneficially own the 276,601 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may
be deemed to beneficially own the 181,483 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading
Fund OS, may be deemed to beneficially own the 22,907 Shares beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each of BVF
GP and BVF2 GP, may be deemed to beneficially own the 458,084 Shares beneficially owned in the aggregate by BVF and BVF2.
Partners, as the investment manager of BVF,
BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 488,367 Shares beneficially owned
in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”),
including 7,376 Shares held in the Partners Managed Account, and excluding 710 Shares underlying certain Short Term Warrants held in the
Partners Managed Account and 710 Shares underlying certain Long Term Warrants held in the Partners Managed Account.
BVF Inc., as the general partner of Partners,
may be deemed to beneficially own the 488,367 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of
BVF Inc., may be deemed to beneficially own the 488,367 Shares beneficially owned by BVF Inc.
The foregoing should not be construed in and
of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims
beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned
by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial
ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership
of the Shares beneficially owned by BVF, BVF2 Trading Fund OS and held in the Partners Managed Account, and the filing of this statement
shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
The following percentages are based upon a
denominator that is the sum of: (i) 4,865,257 Shares outstanding as of November 9, 2022, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022, and (ii) 23,625 Shares underlying certain
of the Short Term Warrants held by the Reporting Persons, as applicable.
As of the close of business on December 31,
2022, (i) BVF beneficially owned approximately 5.7% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.7% of the
outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially
own approximately 5.7% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.7% of the outstanding
Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially
own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially
own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
BVF GP, BVF GPH, Partners, BVF Inc. and Mr.
Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share
voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive
power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by
the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1 to Amendment
No. 3 to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2020.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
By signing below each of the undersigned
certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to
the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: February 14, 2023
BIOTECHNOLOGY VALUE FUND, L.P. |
|
BIOTECHNOLOGY VALUE TRADING FUND OS LP |
|
|
|
|
By: |
BVF I GP LLC, its general partner |
|
By: |
BVF Partners L.P., its investment manager |
|
|
|
By: |
BVF Inc., its general partner |
By: |
/s/ Mark N. Lampert |
|
|
|
|
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
|
Chief Executive Officer |
|
|
Mark N. Lampert |
|
|
|
|
President |
|
|
|
|
|
BVF I GP LLC |
|
|
|
|
|
|
BVF GP HOLDINGS LLC |
By: |
/s/ Mark N. Lampert |
|
|
|
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
|
Chief Executive Officer |
|
|
Mark N. Lampert |
|
|
|
|
Chief Executive Officer |
|
|
|
|
|
BIOTECHNOLOGY VALUE FUND II, L.P. |
|
|
|
|
|
BVF PARTNERS L.P. |
By: |
BVF II GP LLC, its general partner |
|
|
|
|
|
By: |
BVF Inc., its general partner |
By: |
/s/ Mark N. Lampert |
|
|
|
|
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
|
Chief Executive Officer |
|
|
Mark N. Lampert |
|
|
|
|
President |
|
|
|
|
|
BVF II GP LLC |
|
|
|
|
|
|
BVF INC. |
By: |
/s/ Mark N. Lampert |
|
|
|
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
|
Chief Executive Officer |
|
|
Mark N. Lampert |
|
|
|
|
President |
|
|
|
|
|
BVF PARTNERS OS LTD. |
|
|
|
|
|
|
/s/ Mark N. Lampert |
By: |
BVF Partners L.P., its sole member |
|
MARK N. LAMPERT |
By: |
BVF Inc., its general partner |
|
|
|
|
|
|
|
By: |
/s/ Mark N. Lampert |
|
|
|
Mark N. Lampert |
|
|
|
President |
|
|
|