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).
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1
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NAME OF REPORTING PERSON
|
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|
Biotechnology Value Fund, L.P.
|
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
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(b) ☐
|
|
|
|
|
|
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|
3
|
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SEC USE ONLY
|
|
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4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
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5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,899,545 (1)
|
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PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,899,545 (1)
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,899,545 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
6.7% (1)
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|
12
|
|
TYPE OF REPORTING PERSON
|
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|
|
|
|
|
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|
|
|
PN
|
|
(1) Includes 1,051,606 shares of Common Stock underlying the Pre-Funded
Warrants (defined in Item 4) owned by BVF. Excludes 53,785 shares of Common Stock underlying the Pre-Funded Warrants owned by BVF,
as a result of the Pre-Funded Warrants Blocker (defined in Item 4).
Excludes 1,066,499 shares of Common Stock underlying the Pre-Funded
B Warrants (defined in Item 4) owned by BVF, as a result of the Pre-Funded B Warrants Blocker (defined in Item 4).
Excludes 744,230 shares of Common Stock underlying the A Warrants
(defined in Item 4) owned by BVF, as a result of the A Warrants Blocker (defined in Item 4).
Excludes 744,232 shares of Common Stock underlying the B Warrants (defined in Item 4) owned by BVF, as a result
of the B Warrants Blocker (defined in Item 4).
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|
1
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NAME OF REPORTING PERSON
|
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BVF I GP LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
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3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,899,545 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,899,545 (1)
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,899,545 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
6.7% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
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|
|
|
|
|
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|
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|
OO
|
|
(1) Includes 1,051,606 shares of Common Stock underlying the Pre-Funded
Warrants owned by BVF. Excludes 53,785 shares of Common Stock underlying the Pre-Funded Warrants owned by BVF, as a result of the
Pre-Funded Warrants Blocker.
Excludes 1,066,499 shares of Common Stock underlying the Pre-Funded
B Warrants owned by BVF, as a result of the Pre-Funded B Warrants Blocker.
Excludes 744,230 shares of Common Stock underlying the A Warrants
owned by BVF, as a result of the A Warrants Blocker.
Excludes 744,232 shares of Common Stock underlying the B Warrants
owned by BVF, as a result of the B Warrants Blocker.
|
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|
|
|
|
|
|
|
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|
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|
|
1
|
|
NAME OF REPORTING PERSON
|
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Biotechnology Value Fund II, L.P.
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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 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
822,613 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
822,613 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
822,613 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
3.0% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Excludes 705,863 shares of Common Stock underlying the Pre-Funded
Warrants owned by BVF2, as a result of the Pre-Funded Warrants Blocker.
Excludes 1,034,645 shares of Common Stock underlying the Pre-Funded
B Warrants owned by BVF2, as a result of the Pre-Funded B Warrants Blocker.
Excludes 722,002 shares of Common Stock underlying the A Warrants
owned by BVF2, as a result of the A Warrants Blocker.
Excludes 722,003 shares of Common Stock underlying the B Warrants owned by BVF2, as a result of the B Warrants
Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
822,613 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
822,613 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
822,613 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
3.0% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Excludes 705,863 shares of Common Stock underlying the Pre-Funded
Warrants owned by BVF2, as a result of the Pre-Funded Warrants Blocker.
Excludes 1,034,645 shares of Common Stock underlying the Pre-Funded
B Warrants owned by BVF2, as a result of the Pre-Funded B Warrants Blocker.
Excludes 722,002 shares of Common Stock underlying the A Warrants
owned by BVF2, as a result of the A Warrants Blocker.
Excludes 722,003 shares of Common Stock underlying the B Warrants
owned by BVF2, as a result of the B Warrants Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
94,232 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
94,232 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
94,232 (1)
|
|
|
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% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Excludes 188,746 shares of Common Stock underlying the Pre-Funded
Warrants owned by Trading Fund OS, as a result of the Pre-Funded Warrants Blocker.
Excludes 118,521 shares of Common Stock underlying the Pre-Funded
B Warrants owned by Trading Fund OS, as a result of the Pre-Funded B Warrants Blocker.
Excludes 82,707 shares of Common Stock underlying the A Warrants
owned by Trading Fund OS, as a result of the A Warrants Blocker.
Excludes 82,707 shares of Common Stock underlying the B Warrants
owned by Trading Fund OS, as a result of the B Warrants Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
94,232 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
94,232 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
94,232 (1)
|
|
|
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% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Excludes 188,746 shares of Common Stock underlying the Pre-Funded
Warrants owned by Trading Fund OS, as a result of the Pre-Funded Warrants Blocker.
Excludes 118,521 shares of Common Stock underlying the Pre-Funded
B Warrants owned by Trading Fund OS, as a result of the Pre-Funded B Warrants Blocker.
Excludes 82,707 shares of Common Stock underlying the A Warrants
owned by Trading Fund OS, as a result of the A Warrants Blocker.
Excludes 82,707 shares of Common Stock underlying the B Warrants
owned by Trading Fund OS, as a result of the B Warrants Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,722,158 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,722,158 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,722,158 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
9.7% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Includes 1,051,606 shares of Common Stock underlying the Pre-Funded
Warrants owned by BVF. Excludes 759,648 shares of Common Stock underlying the Pre-Funded Warrants owned in the aggregate by BVF
and BVF2, as a result of the Pre-Funded Warrants Blocker.
Excludes 2,101,144 shares of Common Stock underlying the Pre-Funded
B Warrants owned in the aggregate by BVF and BVF2, as a result of the Pre-Funded B Warrants Blocker.
Excludes 1,466,232 shares of Common Stock underlying the A Warrants
owned in the aggregate by BVF and BVF2, as a result of the A Warrants Blocker.
Excludes 1,466,235 shares of Common Stock underlying the B Warrants owned in the aggregate by BVF and BVF2,
as a result of the B 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 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,816,390 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,816,390 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,816,390 (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 1,051,606 shares of Common Stock underlying the Pre-Funded
Warrants. Excludes 948,394 shares of Common Stock underlying the Pre-Funded Warrants, as a result of the Pre-Funded Warrants Blocker.
Excludes 2,500,000 shares of Common Stock underlying the Pre-Funded
B Warrants, as a result of the Pre-Funded B Warrants Blocker.
Excludes 1,744,564 shares of Common Stock underlying the A Warrants,
as a result of the A Warrants Blocker.
Excludes 1,744,567 shares of Common Stock underlying the B Warrants,
as a result of the B 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 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,816,390 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,816,390 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,816,390 (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 1,051,606 shares of Common Stock underlying the Pre-Funded
Warrants. Excludes 948,394 shares of Common Stock underlying the Pre-Funded Warrants, as a result of the Pre-Funded Warrants Blocker.
Excludes 2,500,000 shares of Common Stock underlying the Pre-Funded
B Warrants, as a result of the Pre-Funded B Warrants Blocker.
Excludes 1,744,564 shares of Common Stock underlying the A Warrants,
as a result of the A Warrants Blocker.
Excludes 1,744,567 shares of Common Stock underlying the B Warrants,
as a result of the B 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 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,816,390 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,816,390 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,816,390 (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 1,051,606 shares of Common Stock underlying the Pre-Funded
Warrants. Excludes 948,394 shares of Common Stock underlying the Pre-Funded Warrants, as a result of the Pre-Funded Warrants Blocker.
Excludes 2,500,000 shares of Common Stock underlying the Pre-Funded
B Warrants, as a result of the Pre-Funded B Warrants Blocker.
Excludes 1,744,564 shares of Common Stock underlying the A Warrants,
as a result of the A Warrants Blocker.
Excludes 1,744,567 shares of Common Stock underlying the B Warrants,
as a result of the B Warrants Blocker.
|
Item 1(a).
|
Name of Issuer:
|
Syndax Pharmaceuticals, Inc., a Delaware corporation (the
“Issuer”).
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
35 Gatehouse Drive, Building D, Floor 3
Waltham, Massachusetts 02451
|
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, $0.0001 par value (the “Common Stock”)
87164F105
|
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)
|
/ /
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
(a)
|
Amount beneficially owned:
|
The Reporting Persons hold 2,000,000
Pre-Funded Warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 2,000,000 shares of Common Stock. The
Pre-Funded Warrants have an exercise price of $0.0001 per share and expire on June 18, 2038. The Pre-Funded Warrants may not be
exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d)
of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding (the “Pre-Funded
Warrants Blocker”). In providing beneficial ownership described herein, the Reporting Persons have assumed that 1,051,606
of the Pre-Funded Warrants owned by BVF have been exercised and the remaining Pre-Funded Warrants owned by the Reporting Persons
would not be exercised due to the Pre-Funded Warrants Blocker.
The Reporting Persons hold 2,500,000
Pre-Funded B Warrants (the “Pre-Funded B Warrants”) exercisable for an aggregate of 2,500,000 shares of Common Stock.
The Pre-Funded B Warrants have an exercise price of $0.0001 per share and expire on March 26, 2039. The Pre-Funded B Warrants may
not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section
13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding (the “Pre-Funded
B Warrants Blocker”). In providing beneficial ownership described herein, the Reporting Persons have assumed that the Pre-Funded
B Warrants owned by the Reporting Persons would not be exercised due to the Pre-Funded B Warrants Blocker.
The Reporting Persons hold 1,744,564
A Warrants (the “A Warrants”) exercisable for an aggregate of 1,744,564 shares of Common Stock. The A Warrants have
an exercise price of $12 per share. The A Warrants may not be exercised if, after such exercise, the Reporting Persons would
beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of
Common Stock then issued and outstanding (the “A Warrants Blocker”). In providing beneficial ownership described herein,
the Reporting Persons have assumed that the A Warrants owned by the Reporting Persons would not be exercised due to the A Warrants
Blocker.
The Reporting Persons hold 1,744,567
B Warrants (the “B Warrants”) exercisable for an aggregate of 1,744,567 shares of Common Stock. The B Warrants have
an exercise price of $18 per share. The B Warrants may not be exercised if, after such exercise, the Reporting Persons would
beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of
Common Stock then issued and outstanding (the “B Warrants Blocker”). In providing beneficial ownership described herein,
the Reporting Persons have assumed that the B Warrants owned by the Reporting Persons would not be exercised due to the B Warrants
Blocker.
As of the close of business on December
31, 2019 (i) BVF beneficially owned 1,899,545 shares of Common Stock, including 1,051,606 shares of Common Stock issuable upon
the exercise of the Pre-Funded Warrants, and excluding (a) 53,785 shares of Common Stock issuable upon the exercise of the Pre-Funded
Warrants held by it, (b) 1,066,499 shares of Common Stock issuable upon the exercise of the Pre-Funded B Warrants held by it, (c)
744,230 shares of Common Stock issuable upon the exercise of the A Warrants held by it, and (d) 744,232 shares of Common Stock
issuable upon the exercise of the B Warrants held by it, (ii) BVF2 beneficially owned 822,613 shares of Common Stock, excluding
(a) 705,863 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants held by it, (b) 1,034,645 shares of Common
Stock issuable upon the exercise of the Pre-Funded B Warrants held by it, (c) 722,002 shares of Common Stock issuable upon the
exercise of the A Warrants held by it, and (d) 722,002 shares of Common Stock issuable upon the exercise of the B Warrants held
by it, and (iii) Trading Fund OS beneficially owned 94,232 shares of Common Stock, excluding (a) 188,746 shares of Common Stock
issuable upon the exercise of the Pre-Funded Warrants held by it, (b) 118,521 shares of Common Stock issuable upon the exercise
of the Pre-Funded B Warrants held by it, (c) 82,707 shares of Common Stock issuable upon the exercise of the A Warrants held by
it, and (d) 82,707 shares of Common Stock issuable upon the exercise of the B Warrants held by it.
BVF GP, as the general partner of BVF,
may be deemed to beneficially own the 1,899,545 shares of Common Stock beneficially owned by BVF.
BVF2 GP, as the general partner of
BVF2, may be deemed to beneficially own the 822,613 shares of Common Stock beneficially owned by BVF2.
Partners OS, as the general partner
of Trading Fund OS, may be deemed to beneficially own the 94,232 shares of Common Stock 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 2,722,158 shares of Common Stock 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 2,816,390 shares of
Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and a certain Partners managed account (the “Partners
Managed Account”), which excludes (a) 280,335 shares of Common Stock issuable upon the exercise of the Pre-Funded B Warrants,
(b) 195,625 shares of Common Stock issuable upon the exercise of the A Warrants, and (c) 195,625 shares of Common Stock issuable
upon the exercise of the B Warrants.
BVF Inc., as the general partner of
Partners, may be deemed to beneficially own the 2,816,390 shares of Common Stock beneficially owned by Partners.
Mr. Lampert, as a director and officer
of BVF Inc., may be deemed to beneficially own the 2,816,390 shares of Common Stock 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
on a denominator which is the sum of: (i) 27,140,484 shares of Common Stock outstanding, as of November 6, 2019, which is the total
number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities
and Exchange Commission on November 7, 2019 and (ii) 1,051,606 shares of Common Stock underlying certain of the Pre-Funded Warrants,
as applicable.
As of the close of business on December
31, 2019 (i) BVF beneficially owned approximately 6.7% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned
approximately 3.0% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding
shares of Common Stock, (iv) BVF GP may be deemed to beneficially own approximately 6.7% of the outstanding shares of Common Stock,
(v) BVF2 GP may be deemed to beneficially own approximately 3.0% of the outstanding shares of Common Stock, (vi) Partners OS may
be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, (vii) BVF GPH may be deemed to beneficially
own approximately 9.7% of the outstanding shares of Common Stock, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be
deemed to beneficially own approximately 9.99% of the outstanding shares of Common Stock.
|
(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 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.
|
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, 2020
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:
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/s/ Mark N. Lampert
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Chief Executive Officer
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Mark Lampert
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President
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BVF I GP LLC
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BVF GP HOLDINGS LLC
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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By:
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/s/ Mark N. Lampert
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Chief Executive Officer
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Mark Lampert
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Chief Executive Officer
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BIOTECHNOLOGY VALUE FUND II, L.P.
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BVF PARTNERS L.P.
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By:
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BVF II GP LLC its general partner
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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By:
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/s/ Mark N. Lampert
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Chief Executive Officer
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Mark N. Lampert
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President
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BVF II GP LLC
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BVF INC.
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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By:
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/s/ Mark N. Lampert
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Chief Executive Officer
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Mark Lampert
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President
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BVF PARTNERS OS LTD.
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/s/ Mark N. Lampert
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By:
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BVF Partners L.P., its sole member
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MARK N. LAMPERT
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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