Page 3 of 14 – SEC Filing
| 1 | NAME OF REPORTING PERSON BVF Partners OS Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares | |
| 6 | SHARED VOTING POWER 0 (1) | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares | ||
| 8 | SHARED DISPOSITIVE POWER 0 (1) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (1) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0 % (1) | ||
| 12 | TYPE OF REPORTING PERSON CO | ||
(1) Excludes 1,352 of Series X Preferred Stock (defined in Item 4) convertible into approximately 458,305 shares of Common Stock, assuming a Series X Conversion Price (defined in Item 4) of $2.95. As of the date hereof, the Series X Preferred Stock conversion limitation described in the next sentence limits the aggregate conversion of Series X Preferred Stock by the Reporting Persons. The Series X Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, more than 9.99% of the number of shares of Common Stock then issued and outstanding. In providing beneficial ownership described herein, the Reporting Persons have assumed only certain Series X Preferred Stock owned by BVF and BVF2 would be fully converted, certain Series X Preferred Stock held in the Partners Managed Account would be partially converted and the remaining Series X Preferred Stock owned by Trading Fund OS would remain unconverted, thereby bringing the Reporting Persons to the aggregate 9.99% limitation.
Excludes an option to purchase 2,253 shares of Series X-1 Preferred Stock due to the Beneficial Ownership Limitation (defined in Item 4).
Excludes Warrants (defined in Item 4) to purchase shares of Common Stock due to the Beneficial Ownership Limitation.
The Reporting Persons may choose to convert or exercise, as applicable, the Series X Preferred Stock, Series X-1 Preferred Option (defined in Item 4), Series X-1 Preferred Stock (defined in Item 4), or Warrants in other amounts among the Reporting Persons, while continuing to comply with the Beneficial Ownership Limitation.
See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.
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