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| CUSIP No. 140755109 |
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SCHEDULE 13D |
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Page 4 of 6 Pages |
investor communications; operations; capital allocation; capital structure; issuances of securities; sales of
shares to the Issuer; contractual obligations; financial condition, results of operations and cash flows; mergers and acquisitions strategy; reorganizations or other strategic transactions; asset sales; overall business strategy; and environmental,
social and governance matters related to the Issuer’s business and stakeholders.
Other than as described above, none of the Reporting Persons nor,
to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed on Schedules 1-3 hereto, currently has any plan or proposal that relates to, or would result
in, any of the matters listed in Items 4(a)–(j) of Schedule 13D under the Exchange Act, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate
plans or proposals with respect thereto.
| Item 5. |
Interest in Securities of the Issuer. |
The information set forth under Items 2, 3 and 4 of this Statement is incorporated herein by reference.
As described above, the Reporting Persons own an aggregate 7,396,770 shares of Common Stock of the Issuer, which constitutes approximately 13.5% of the issued
and outstanding Common Stock of the Issuer (as determined on the basis described in Item 4).
There have been no transactions in shares of Common Stock
effected during the past 60 days by the Reporting Persons.
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 which is held by the Reporting Person.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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The information set forth under Items 2, 3, 4 and 5 of this Statement is incorporated herein by reference.
An affiliate of Vifor (International) is party to a series of commercial arrangements with the Issuer that provide, among other things, an exclusive license
for such affiliate of Vifor (International) to distribute a product of the Issuer for certain therapeutic uses in specified territories, and for the Issuer to supply such product to such affiliate of Vifor (International).
In connection with the foregoing, Vifor (International) entered into a series of securities purchase agreements with the Issuer, pursuant to which Vifor
(International) purchased shares of Common Stock. Pursuant to the securities purchase agreement dated as of October 15, 2020 (the “2020 Securities Purchase Agreement”), the Issuer agreed that, in certain circumstances, upon the
request of Vifor (International), beginning after October 15, 2022, the Issuer will enter into a registration rights agreement with Vifor (International) that would provide it (or its affiliate transferee) with customary demand and Form S-3 registration rights with respect to the shares of Common Stock issued pursuant to the 2020 Securities Purchase Agreement. Vifor (International) has not made such a request of the Issuer as of the date hereof.
Except as described above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or
otherwise), including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, among the Reporting Persons or between such persons and any other person, with respect to any securities of Issuer, including, but not limited to, any securities pledged or otherwise subject to a contingency the occurrence of
which would give another person voting power or investment power over such securities.
