Entera Bio Ltd.
An Israeli biopharmaceutical company turning injections into once-daily pills. Entera Bio develops oral tablets of hormones like parathyroid hormone (PTH), aiming to treat conditions such as osteoporosis and hypoparathyroidism that normally require daily shots, using its proprietary N-Tab platform that helps fragile peptides survive digestion. Founded in 2009 by Phillip Schwartz and Zeev Bronfeld, it reportedly began as a two-person operation in the storage room of an apartment before growing into a NASDAQ-listed company.
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| BVF PARTNERS L P/IL | 13DActivist | 9.99% | 17.23M | Aug 4, 2026 |
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. | ||||
| BVF INC/IL | 13DActivist | 9.99% | 17.23M | Aug 4, 2026 |
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. | ||||
| LAMPERT MARK N | 13DActivist | 9.99% | 17.23M | Aug 4, 2026 |
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. | ||||
| BVF GP HOLDINGS LLC | 13DActivist | 9.2% | 15.86M | Aug 4, 2026 |
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. | ||||
| TCG Crossover GP III, LLC | 13GPassive | 7.1% | 12.25M | Aug 4, 2026 |
| TCG Crossover Fund III, L.P. | 13GPassive | 7.1% | 12.25M | Aug 4, 2026 |
| Chen Yu | 13GPassive | 7.1% | 12.25M | Aug 4, 2026 |
| Vivo Opportunity, LLC | 13GPassive | 6.9% | 11.82M | Aug 4, 2026 |
| BIOTECHNOLOGY VALUE FUND L P | 13DActivist | 5.3% | 9.17M | Aug 4, 2026 |
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. | ||||
| BVF I GP LLC | 13DActivist | 5.3% | 9.17M | Aug 4, 2026 |
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a "New Independent Director"), anticipated to occur at or prior to the Issuer's 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the July Closing Date. Pursuant to the July Securities Purchase Agreement, the Issuer has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Additionally, each Purchaser has agreed to vote all Shares beneficially held by it in favor of certain proposals relating to the increase in the number of Shares issuable under the Issuer's 2018 Equity Incentive Plan and the issuance of equity grants to the Issuer's executive officers intended to restore such person's post-July Private Placement beneficial ownership of the Issuer to their respective ownership percentages immediately prior to the July Closing Date (the "Supported Proposals"). The Issuer expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the July Closing Date. On the July Closing Date, the Issuer and the Purchasers, including the applicable Reporting Persons, entered into a Registration Rights Agreement (the "July Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the SEC no later than 30 days following the July Closing Date, to register the resale of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants. The foregoing description of the July Securities Purchase Agreement, the July Pre-Funded Warrants and the July Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated by reference herein. Except in each BVF Designee's capacity as a director of the Issuer, if and when appointed, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the Reporting Persons' investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. | ||||