SC 13G/A 1 sc13ga507422rgls_02122021.htm AMENDMENT NO. 5 TO THE SCHEDULE 13G

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 5)1

 

Regulus Therapeutics Inc.

 (Name of Issuer)

Common Stock, $0.001 par value

 (Title of Class of Securities)

75915K200

 (CUSIP Number)

December 31, 2020

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☐  Rule 13d-1(b)

   ☒  Rule 13d-1(c)

   ☐  Rule 13d-1(d)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 75915K200

 

  1   NAME OF REPORTING PERSON  
         
        Biotechnology Value Fund, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         4,184,109 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          4,184,109 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,184,109 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.0% (1)  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

(1) Includes 1,285,424 shares of Common Stock issuable upon the exercise of A-1 Warrants (defined in Item 4).

 

Includes 1,081,685 shares of Common Stock issuable upon the exercise of A-2 Warrants (defined in Item 4). Excludes A-2 Warrants to acquire 2,045,025 shares of Common Stock as a result of the A-2 Warrants Blocker (defined in Item 4).

 

Excludes A-3 Warrants (defined in Item 4) to acquire 1,362,750 shares of Common Stock as a result of the A-3 Warrants Blocker (defined in Item 4).

 

2

CUSIP No. 75915K200

  1   NAME OF REPORTING PERSON  
         
        BVF I GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         4,184,109 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          4,184,109 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,184,109 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.0% (1)  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

(1) Includes 1,285,424 shares of Common Stock issuable upon the exercise of A-1 Warrants.

 

Includes 1,081,685 shares of Common Stock issuable upon the exercise of A-2 Warrants. Excludes A-2 Warrants to acquire 2,045,025 shares of Common Stock as a result of the A-2 Warrants Blocker.

 

Excludes A-3 Warrants to acquire 1,362,750 shares of Common Stock as a result of the A-3 Warrants Blocker.

3

CUSIP No. 75915K200

 

  1   NAME OF REPORTING PERSON  
         
        Biotechnology Value Fund II, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,360,109 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          2,360,109 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,360,109 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        3.5% (1)  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

(1) Includes 1,083,457 shares of Common Stock issuable upon the exercise of A-1 Warrants.

 

Excludes A-2 Warrants to acquire 2,635,450 shares of Common Stock as a result of the A-2 Warrants Blocker.

 

Excludes A-3 Warrants to acquire 957,489 shares of Common Stock as a result of the A-3 Warrants Blocker.

4

CUSIP No. 75915K200

 

  1   NAME OF REPORTING PERSON  
         
        BVF II GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,360,109 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          2,360,109 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,360,109 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        3.5% (1)  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

(1) Includes 1,083,457 shares of Common Stock issuable upon the exercise of A-1 Warrants.

 

Excludes A-2 Warrants to acquire 2,635,450 shares of Common Stock as a result of the A-2 Warrants Blocker.

 

Excludes A-3 Warrants to acquire 957,489 shares of Common Stock as a result of the A-3 Warrants Blocker.

5

CUSIP No. 75915K200

 

  1   NAME OF REPORTING PERSON  
         
        Biotechnology Value Trading Fund OS LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Cayman Islands  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         381,750 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          381,750 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        381,750 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1% (1)  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

(1) Includes 178,494 shares of Common Stock issuable upon the exercise of A-1 Warrants.

 

Excludes A-2 Warrants to acquire 434,190 shares of Common Stock as a result of the A-2 Warrants Blocker.

 

Excludes A-3 Warrants to acquire 152,442 shares of Common Stock as a result of the A-3 Warrants Blocker.

6

CUSIP No. 75915K200

 

  1   NAME OF REPORTING PERSON  
         
        BVF Partners OS Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Cayman Islands  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         381,750 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          381,750 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        381,750 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1% (1)  
  12   TYPE OF REPORTING PERSON  
         
        CO  

  

(1) Includes 178,494 shares of Common Stock issuable upon the exercise of A-1 Warrants.

 

Excludes A-2 Warrants to acquire 434,190 shares of Common Stock as a result of the A-2 Warrants Blocker.

 

Excludes A-3 Warrants to acquire 152,442 shares of Common Stock as a result of the A-3 Warrants Blocker.

7

CUSIP No. 75915K200

 

  1   NAME OF REPORTING PERSON  
         
        BVF GP HOLDINGS LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         6,544,218 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          6,544,218 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,544,218 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        9.3% (1)  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

(1) Includes 2,368,881 shares of Common Stock issuable upon the exercise of A-1 Warrants.

 

Includes 1,081,685 shares of Common Stock issuable upon the exercise of A-2 Warrants. Excludes A-2 Warrants to acquire 4,680,475 shares of Common Stock as a result of the A-2 Warrants Blocker.

 

Excludes A-3 Warrants to acquire 2,320,239 shares of Common Stock as a result of the A-3 Warrants Blocker.

8

CUSIP No. 75915K200

 

  1   NAME OF REPORTING PERSON  
         
        BVF Partners L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         7,050,464 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          7,050,464 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        7,050,464 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        9.99% (1)  
  12   TYPE OF REPORTING PERSON  
         
        PN, IA  

  

(1) Includes 2,592,572 shares of Common Stock issuable upon the exercise of A-1 Warrants.

 

Includes 1,081,685 shares of Common Stock issuable upon the exercise of A-2 Warrants. Excludes A-2 Warrants to acquire 5,224,595 shares of Common Stock as a result of the A-2 Warrants Blocker.

 

Excludes A-3 Warrants to acquire 2,532,155 shares of Common Stock as a result of the A-3 Warrants Blocker.

9

CUSIP No. 75915K200

 

  1   NAME OF REPORTING PERSON  
         
        BVF Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         7,050,464 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          7,050,464 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        7,050,464 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        9.99% (1)  
  12   TYPE OF REPORTING PERSON  
         
        CO  

  

(1) Includes 2,592,572 shares of Common Stock issuable upon the exercise of A-1 Warrants.

 

Includes 1,081,685 shares of Common Stock issuable upon the exercise of A-2 Warrants. Excludes A-2 Warrants to acquire 5,224,595 shares of Common Stock as a result of the A-2 Warrants Blocker.

 

Excludes A-3 Warrants to acquire 2,532,155 shares of Common Stock as a result of the A-3 Warrants Blocker.

10

CUSIP No. 75915K200

 

  1   NAME OF REPORTING PERSON  
         
        Mark N. Lampert  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         7,050,464 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          7,050,464 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        7,050,464 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        9.99% (1)  
  12   TYPE OF REPORTING PERSON  
         
        IN  

  

(1) Includes 2,592,572 shares of Common Stock issuable upon the exercise of A-1 Warrants.

 

Includes 1,081,685 shares of Common Stock issuable upon the exercise of A-2 Warrants. Excludes A-2 Warrants to acquire 5,224,595 shares of Common Stock as a result of the A-2 Warrants Blocker.

 

Excludes A-3 Warrants to acquire 2,532,155 shares of Common Stock as a result of the A-3 Warrants Blocker.

11

CUSIP No. 75915K200

Item 1(a).Name of Issuer:

 

Regulus Therapeutics Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

10628 Science Center Drive, Suite 225

San Diego, California 92121

 

Item 2(a).Name of Person Filing
Item 2(b).Address of Principal Business Office or, if None, Residence
Item 2(c).Citizenship

 

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

12

CUSIP No. 75915K200

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(d).Title of Class of Securities:

 

Common Stock, par value $0.001 per share (the “Common Stock”)

 

Item 2(e).CUSIP Number:

 

75915K200

 

13

CUSIP No. 75915K200

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

    /x/ Not applicable.
       
  (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d) / / Investment company registered under Section 8 of the Investment Company Act.
       
  (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
  (k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.Ownership

 

(a)Amount beneficially owned:

 

The Reporting Persons hold 2,592,572 A-1 Warrants (the “A-1 Warrants”) exercisable for an aggregate of 2,592,572 shares of Common Stock. The A-1 Warrants are exercisable for a period of five years following the date of issuance and have an exercise price of $1.08 per share. The A-1 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), more than 9.99% of the number of shares of Common Stock then issued and outstanding (the “A-1 Warrants Blocker”). As of the close of business on December 31, 2020, the A-1 Warrants Blocker limits the aggregate exercise of A-1 Warrants by the Reporting Persons to 2,592,572 out of the 2,592,572 shares of Common Stock underlying the A-1 Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that all A-1 Warrants owned by each of BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”) would be exercised.

 

14

CUSIP No. 75915K200

The Reporting Persons hold 6,306,280 A-2 Warrants (the “A-2 Warrants”) exercisable for an aggregate of 6,306,280 shares of Common Stock. The A-2 Warrants are exercisable for a period of five years following the date of issuance and have an exercise price of $6.66 per share. The A-2 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding (the “A-2 Warrants Blocker”). As of the close of business on December 31, 2020, the A-2 Warrants Blocker limits the aggregate exercise of A-2 Warrants by the Reporting Persons to 1,081,685 out of the 6,306,280 shares of Common Stock underlying the A-2 Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that A-2 Warrants held by BVF to acquire 1,081,685 shares of Common Stock would be exercised, which would bring the Reporting Persons to the aggregate 9.99% limitation, and the remaining A-2 Warrants exercisable into 2,045,025 shares of Common Stock owned by BVF, A-2 Warrants exercisable into 2,635,450 shares of Common Stock owned by BVF2, A-2 Warrants exercisable into 434,190 shares of Common Stock owned by Trading Fund OS, and the A-2 Warrants exercisable into 109,930 shares of Common Stock held in the Partners Managed Account, would not be exercised due to the A-2 Warrants Blocker.

 

The Reporting Persons hold 2,532,155 A-3 Warrants (the “A-3 Warrants”) exercisable for an aggregate of 2,532,155 shares of Common Stock. The A-3 Warrants are exercisable for a period of five years following the date of issuance and have an exercise price of $0.7464 per share. The A-3 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding (the “A-3 Warrants Blocker”). As of the close of business on December 31, 2020, the A-3 Warrants Blocker limits the aggregate exercise of A-3 Warrants by the Reporting Persons to 0 out of the 2,532,155 shares of Common Stock underlying the A-3 Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed the A-3 Warrants owned by each of BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account would not be exercised due to the A-3 Warrants Blocker.

 

As of the close of business on December 31, 2020, (i) BVF beneficially owned 4,184,109 shares of Common Stock, including 1,285,424 shares of Common Stock issuable upon the exercise of the A-1 Warrants held by it and 1,081,685 shares of Common Stock issuable upon the exercise of the A-2 Warrants held by it, and excluding (a) 2,045,025 shares of Common Stock issuable upon the exercise of A-2 Warrants held by it, and (b) 1,362,750 shares of Common Stock issuable upon the exercise of A-3 Warrants held by it; (ii) BVF2 beneficially owned 2,360,109 shares of Common Stock, including 1,083,457 shares of Common Stock issuable upon the exercise of the A-1 Warrants held by it, and excluding (a) 2,635,450 shares of Common Stock issuable upon the exercise of A-2 Warrants held by it, and (b) 957,489 shares of Common Stock issuable upon the exercise of A-3 Warrants held by it; and (iii) Trading Fund OS beneficially owned 381,750 shares of Common Stock, including 178,494 shares of Common Stock issuable upon the exercise of the A-1 Warrants held by it, and excluding (a) 434,190 shares of Common Stock issuable upon the exercise of A-2 Warrants held by it, and (b) 152,442 shares of Common Stock issuable upon the exercise of A-3 Warrants held by it.

 

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CUSIP No. 75915K200

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 4,184,109 shares of Common Stock beneficially owned by BVF.

 

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,360,109 shares of Common Stock beneficially owned by BVF2.

 

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 381,750 shares of Common Stock beneficially owned by Trading Fund OS.

 

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 6,544,218 shares of Common Stock beneficially owned in the aggregate by BVF and BVF2.

 

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 7,050,464 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and the Partners Managed Account, including 124,496 shares of Common Stock held in the Partners Managed Account, which includes 45,197 shares of Common Stock issuable upon the exercise of A-1 Warrants held in the Partners Managed Account, and excluding (a) 109,930 shares of Common Stock issuable upon the exercise of A-2 Warrants held in the Partners Managed Account, and (b) 59,474 shares of Common Stock issuable upon the exercise of A-3 Warrants held in the Partners Managed Account.

 

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 7,050,464 shares of Common Stock beneficially owned by Partners.

 

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 7,050,464 shares of Common Stock beneficially owned by BVF Inc.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. BVF GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the shares of Common Stock beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, Trading Fund OS, and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

 

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CUSIP No. 75915K200

(b)Percent of class:

 

The following percentages are based on a denominator that is the sum of (i) 66,900,962 shares of Common Stock outstanding as of December 11, 2020 as set forth in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 31, 2020 and (ii) certain or all of the 2,592,572 shares of Common Stock issuable upon the exercise of A-1 Warrants and 1,081,685 shares of Common Stock issuable upon the exercise of A-2 Warrants, as applicable.

 

As of the close of business on December 31, 2020, (i) BVF beneficially owned approximately 6.0% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 3.5% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding shares of Common Stock, (iv) BVF GP may be deemed to beneficially own approximately 6.0% of the outstanding shares of Common Stock, (v) BVF2 GP may be deemed to beneficially own approximately 3.5% of the outstanding shares of Common Stock, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, (vii) BVF GPH may be deemed to beneficially own approximately 9.3% of the outstanding shares of Common Stock, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding shares of Common Stock (less than 1% of the outstanding shares of Common Stock are held in the Partners Managed Account).

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(ii)Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii)Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

(iv)Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

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CUSIP No. 75915K200

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by Trading Fund OS and the Partners Managed Account.

 

Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

See Exhibit 99.1 to Amendment No. 4 to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2020.

 

Item 9.Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.Certifications.

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. 75915K200

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2021

 

BIOTECHNOLOGY VALUE FUND, L.P.   BIOTECHNOLOGY VALUE TRADING FUND OS LP
       
By: BVF I GP LLC., its general partner   By: BVF Partners L.P., its investment manager
      By: BVF Inc., its general partner
By:

/s/ Mark N. Lampert

      
  Mark N. Lampert   By: /s/ Mark N. Lampert
  Chief Executive Officer     Mark N. Lampert
        President
         
BVF I GP LLC      
      BVF GP HOLDINGS LLC
By: /s/ Mark N. Lampert    
  Mark N. Lampert   By: /s/ Mark N. Lampert
  Chief Executive Officer     Mark N. Lampert
        Chief Executive Officer
         
BIOTECHNOLOGY VALUE FUND II, L.P.    
      BVF PARTNERS L.P.
By: BVF II GP LLC, its general partner    
      By: BVF Inc., its general partner
By:

/s/ Mark N. Lampert

      
  Mark N. Lampert   By: /s/ Mark N. Lampert
  Chief Executive Officer     Mark N. Lampert
        President
         
BVF II GP LLC      
      BVF INC.
By: /s/ Mark N. Lampert    
  Mark N. Lampert   By: /s/ Mark N. Lampert
  Chief Executive Officer     Mark N. Lampert
        President
         
BVF PARTNERS OS LTD.      
      /s/ Mark N. Lampert
By: BVF Partners L.P., its sole member   MARK N. LAMPERT
By: BVF Inc., its general partner    
         
By:

/s/ Mark N. Lampert

      
  Mark N. Lampert      
  President      

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