Page 10 of 14 – SEC Filing
This Amendment No. 4 (the “Amendment”)
amends and supplements the Schedule 13D filed on April 18, 2016, as amended and supplemented by Amendment No. 1 filed on April
26, 2016, Amendment No. 2 filed on May 6, 2016 and Amendment No. 3 filed on May 11, 2016 (as so amended, the “Original
Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”) by Wildcat
Capital Management, LLC, Wildcat – Liquid Alpha, LLC, Infinity Q Capital Management, LLC, Infinity Q Management Equity, LLC,
Infinity Q Diversified Alpha Fund, Bonderman Family Limited Partnership, Leonard A. Potter and James Velissaris with respect to
the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings
ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction
This Amendment amends and supplements Item 4
of the Original Schedule 13D by inserting the following after the sixth paragraph:
“On May 13, 2016, WLA, on behalf of the
Issuer, filed a verified derivative complaint (the “May 13 Complaint”) asserting derivative claims for breach of fiduciary
duty, waste of corporate assets, and unjust enrichment against Dr. Ji and directors William S. Marth, Kim D. Janda, Douglas Ebersole,
Jaisim Shah and David H. Deming (collectively, the “Defendants”). Pursuant to the May 13 Complaint, WLA,
on behalf of the Issuer, seeks to, among other things: (i) enjoin the three private placements that are part of the Transactions
that have not already closed but are expected to close imminently; (ii) rescind the options and warrants issued by the Issuer’s
subsidiaries to Dr. Ji and the Board; and (iii) be awarded damages resulting from the Defendants’ alleged breaches of fiduciary
duties and other alleged misconduct. A copy of the May 13 Complaint is attached as Exhibit 6. Also on May 13, 2016,
WLA filed a motion for a temporary restraining order (the “May 13 Motion for TRO”) against the Defendants seeking
that the court enter a temporary restraining order pending a preliminary injunction hearing (i) enjoining the Defendants and the
Issuer from taking any further steps to consummate the Transactions or any associated voting agreements; and (ii) enjoining Defendants
and the Issuer from instructing Yuhan Corporation (“Yuhan”), to vote its shares in connection with the voting
agreement associated with Yuhan’s investment as part of the Transactions. Copies of each of the May 13 Motion for TRO
and brief in support of the May 13 Motion for TRO are attached as Exhibits 7 and 8, respectively.”
Item 7. Material to Be Filed as Exhibits
This
Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:
1. Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.
2. Demand for Inspection of Books and Records, dated April 11, 2016.
3. Verified Complaint for Inspection of Books and Records filed in the Court of Chancery of the State of Delaware on April 25,
2016.
4. Letter to the Board of Directors of the Issuer, dated May 5, 2016.
5. Letter to the Board of Directors of the Issuer, dated May 10, 2016.
6. Verified Derivative Complaint filed in the Court of Chancery of the State of Delaware on May 13, 2016.
7. Plaintiff’s Motion for Temporary Restraining Order filed in the Court of Chancery of the State of Delaware on May 13, 2016.
8. Plaintiff’s Brief in Support of Motion for Temporary Restraining Order, to Expedite the Proceedings, and to Schedule
a Preliminary Injunction Hearing, filed in the Court of Chancery of the State of Delaware on May 13, 2016.
Page 10 of 13 Pages
This Amendment No. 4 (the “Amendment”)
amends and supplements the Schedule 13D filed on April 18, 2016, as amended and supplemented by Amendment No. 1 filed on April
26, 2016, Amendment No. 2 filed on May 6, 2016 and Amendment No. 3 filed on May 11, 2016 (as so amended, the “Original
Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”) by Wildcat
Capital Management, LLC, Wildcat – Liquid Alpha, LLC, Infinity Q Capital Management, LLC, Infinity Q Management Equity, LLC,
Infinity Q Diversified Alpha Fund, Bonderman Family Limited Partnership, Leonard A. Potter and James Velissaris with respect to
the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings
ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction
This Amendment amends and supplements Item 4
of the Original Schedule 13D by inserting the following after the sixth paragraph:
“On May 13, 2016, WLA, on behalf of the
Issuer, filed a verified derivative complaint (the “May 13 Complaint”) asserting derivative claims for breach of fiduciary
duty, waste of corporate assets, and unjust enrichment against Dr. Ji and directors William S. Marth, Kim D. Janda, Douglas Ebersole,
Jaisim Shah and David H. Deming (collectively, the “Defendants”). Pursuant to the May 13 Complaint, WLA,
on behalf of the Issuer, seeks to, among other things: (i) enjoin the three private placements that are part of the Transactions
that have not already closed but are expected to close imminently; (ii) rescind the options and warrants issued by the Issuer’s
subsidiaries to Dr. Ji and the Board; and (iii) be awarded damages resulting from the Defendants’ alleged breaches of fiduciary
duties and other alleged misconduct. A copy of the May 13 Complaint is attached as Exhibit 6. Also on May 13, 2016,
WLA filed a motion for a temporary restraining order (the “May 13 Motion for TRO”) against the Defendants seeking
that the court enter a temporary restraining order pending a preliminary injunction hearing (i) enjoining the Defendants and the
Issuer from taking any further steps to consummate the Transactions or any associated voting agreements; and (ii) enjoining Defendants
and the Issuer from instructing Yuhan Corporation (“Yuhan”), to vote its shares in connection with the voting
agreement associated with Yuhan’s investment as part of the Transactions. Copies of each of the May 13 Motion for TRO
and brief in support of the May 13 Motion for TRO are attached as Exhibits 7 and 8, respectively.”
Item 7. Material to Be Filed as Exhibits
This
Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:
| 1. | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act. |
| 2. | Demand for Inspection of Books and Records, dated April 11, 2016. |
| 3. | Verified Complaint for Inspection of Books and Records filed in the Court of Chancery of the State of Delaware on April 25, 2016. |
| 4. | Letter to the Board of Directors of the Issuer, dated May 5, 2016. |
| 5. | Letter to the Board of Directors of the Issuer, dated May 10, 2016. |
| 6. | Verified Derivative Complaint filed in the Court of Chancery of the State of Delaware on May 13, 2016. |
| 7. | Plaintiff’s Motion for Temporary Restraining Order filed in the Court of Chancery of the State of Delaware on May 13, 2016. |
| 8. | Plaintiff’s Brief in Support of Motion for Temporary Restraining Order, to Expedite the Proceedings, and to Schedule a Preliminary Injunction Hearing, filed in the Court of Chancery of the State of Delaware on May 13, 2016. |
| Page 10 of 13 Pages |
