Explanation of
Responses: |
(1) |
This Form 4 is filed jointly
by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund
II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading
Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF
GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"),
BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert
(collectively, the "Reporting Persons"). Each of the Reporting
Persons is a member of a Section 13(d) group that collectively owns
more than 10% of the Issuer's outstanding shares of Common Stock.
Each of the Reporting Persons disclaims beneficial ownership of the
securities reported herein except to the extent of his or its
pecuniary interest therein. |
(2) |
Securities owned directly by
BVF. As the general partner of BVF, BVF GP may be deemed to
beneficially own the securities owned directly by BVF. As the sole
member of BVF GP, BVF GPH may be deemed to beneficially own
securities owned directly by BVF. As the investment manager of BVF,
Partners may be deemed to beneficially own the securities owned
directly by BVF. As the investment adviser and general partner of
Partners, BVF Inc. may be deemed to beneficially own the securities
owned directly by BVF. As a director and officer of BVF Inc., Mr.
Lampert may be deemed to beneficially own the securities owned
directly by BVF. |
(3) |
Securities owned directly by
BVF2. As the general partner of BVF2, BVF2 GP may be deemed to
beneficially own the securities owned directly by BVF2. As the sole
member of BVF2 GP, BVF GPH may be deemed to beneficially own
securities owned directly by BVF2. As the investment manager of
BVF2, Partners may be deemed to beneficially own the securities
owned directly by BVF2. As the investment adviser and general
partner of Partners, BVF Inc. may be deemed to beneficially own the
securities owned directly by BVF2. As a director and officer of BVF
Inc., Mr. Lampert may be deemed to beneficially own the securities
owned directly by BVF2. |
(4) |
Securities owned directly by
Trading Fund OS. As the general partner of Trading Fund OS,
Partners OS may be deemed to beneficially own the securities owned
directly by Trading Fund OS. As the investment manager of Trading
Fund OS and the sole member of Partners OS, Partners may be deemed
to beneficially own the securities owned directly by Trading Fund
OS. As the investment adviser and general partner of Partners, BVF
Inc. may be deemed to beneficially own the securities owned
directly by Trading Fund OS. As a director and officer of BVF Inc.,
Mr. Lampert may be deemed to beneficially own the securities owned
directly by Trading Fund OS. |
(5) |
Securities held in certain
Partners managed accounts (the "Partners Managed Accounts").
Partners, as the investment manager of the Partners Managed
Accounts, may be deemed to beneficially own the securities held by
the Partners Managed Accounts. As the investment adviser and
general partner of Partners, BVF Inc. may be deemed to beneficially
own the securities held by the Partners Managed Accounts. As a
director and officer of BVF Inc., Mr. Lampert may be deemed to
beneficially own the securities held by the Partners Managed
Accounts. |
(6) |
Partners, BVF Inc. and Mr.
Lampert may be deemed to have a pecuniary interest in the
securities reported owned herein due to a certain agreement between
Partners and Matthew D. Perry, who serves on the Issuer's board of
directors and as President of Partners, pursuant to which Mr. Perry
is obligated to transfer the economic benefit, if any, received
upon the sale of the shares issuable upon exercise of the
securities reported owned herein to Partners. As such, Mr. Perry
disclaims beneficial ownership of the securities reported herein
except to the extent of his pecuniary interest therein. |
(7) |
The Series X Convertible
Preferred Stock may not be exercised if, after such exercise, the
Reporting Persons would beneficially own, as determined in
accordance with Section 13(d), more than 19.99% of the shares of
Common Stock outstanding immediately after giving effect to such
exercise. The Series X Convertible Preferred Stock does not have an
expiration date. The initial conversion price is $4.03 and is
subject to certain adjustments pursuant to the Certificate of
Designation of Preferences, Rights and Limitations of Series X
Convertible Preferred Stock. |
(8) |
The shares subject to this
option shall vest and become exercisable in equal monthly
installments over the 12-month period following the date of grant
(May 18, 2022), provided that the final installment will occur on
the earlier of (i) the date of the next annual meeting of the
Company's stockholders or (ii) the first anniversary of the date of
grant of such option. |
(9) |
All of the shares subject to
this option vested and became exercisable in twelve equal monthly
installments. As of May 19, 2022, these options are fully
exercisable. |
(10) |
All of the shares subject to
this option vested and became exercisable in twelve equal monthly
installments. As of May 20, 2021, these options are fully
exercisable. |
(11) |
All of the shares subject to
this option vested and became exercisable in twelve equal monthly
installments. As of May 16, 2020, these options are fully
exercisable. |
(12) |
These options were acquired
pursuant to a grant of stock options under the Amended and Restated
XOMA Corporation 2010 Long Term Incentive and Stock Award Plan (the
"Plan") and were scheduled to vest and become exercisable on the
one-year anniversary of the grant date of May 17, 2018. As of May
17, 2019, these options are fully exercisable. |
(13) |
These options were acquired
pursuant to the Plan, and were exercisable in twelve equal monthly
installments, beginning one month from the vesting commencement
date, which was February 15, 2017. As of February 15, 2018, these
options are fully exercisable. |
(14) |
Mr. Perry purchased 200,000
shares of the Issuer's 8.625% Series A Cumulative Perpetual
Preferred Stock, par value $0.05 per share and liquidation
preference of $25.00 per share (the "Series A Preferred Stock"), in
the Issuer's public offering at the public offering price of $25.00
per share. The terms of the Series A Preferred Stock are set forth
in the Certificate of Designation of the 8.625% Series A Cumulative
Perpetual Preferred Stock of the Issuer (the "Certificate of
Designation"). Investors in the Series A Preferred Stock generally
will have no voting rights, but will have limited voting rights if
the Issuer fails to pay dividends for six or more quarters (whether
or not declared or consecutive) and in certain other
events. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
BVF PARTNERS L P/IL
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA 94104 |
X |
X |
|
See Remarks |
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA 94104 |
X |
X |
|
|
BVF I GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104 |
X |
X |
|
|
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA 94104 |
X |
X |
|
|
BVF II GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104 |
X |
X |
|
|
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104 |
X |
|
|
See Explanation of Responses |
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104 |
X |
|
|
See Explanation of Responses |
BVF GP HOLDINGS LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104 |
X |
X |
|
|
BVF INC/IL
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA 94104 |
X |
X |
|
|
LAMPERT MARK N
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA 94104 |
X |
X |
|
|
Signatures
|
BVF Partners L.P., By: BVF Inc., its general
partner, By: /s/ Mark N. Lampert, President |
|
1/9/2023 |
**Signature of
Reporting Person |
Date |
Biotechnology Value Fund, L.P., By: BVF I GP LLC,
its general partner, By: /s/ Mark N. Lampert, Chief Executive
Officer |
|
1/9/2023 |
**Signature of
Reporting Person |
Date |
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief
Executive Officer |
|
1/9/2023 |
**Signature of
Reporting Person |
Date |
Biotechnology Value Fund II, L.P., By: BVF II GP
LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive
Officer |
|
1/9/2023 |
**Signature of
Reporting Person |
Date |
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief
Executive Officer |
|
1/9/2023 |
**Signature of
Reporting Person |
Date |
BVF Partners OS Ltd., By: BVF Partners L.P., its
sole member, By: BVF Inc., its general partner, By: /s/ Mark N.
Lampert, President |
|
1/9/2023 |
**Signature of
Reporting Person |
Date |
Biotechnology Value Trading Fund OS LP, By: BVF
Partners L.P., its investment manager, BVF Inc., its general
partner, By: /s/ Mark N. Lampert, President |
|
1/9/2023 |
**Signature of
Reporting Person |
Date |
BVF GP Holdings LLC, By: /s/ Mark N. Lampert,
Chief Executive Officer |
|
1/9/2023 |
**Signature of
Reporting Person |
Date |
BVF Inc., By: /s/ Mark N. Lampert,
President |
|
1/9/2023 |
**Signature of
Reporting Person |
Date |
/s/ Mark N. Lampert |
|
1/9/2023 |
**Signature of
Reporting Person |
Date |