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SEC Filings

SC 13G/A
BIOTECHNOLOGY VALUE FUND L P filed this Form SC 13G/A on 02/14/2019
Entire Document
 

CUSIP NO. 686164302

 

  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         1,687,702 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          1,687,702 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,687,702 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        8.3%(1)  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

(1) Includes $4,628,000 of Convertible Notes (defined in Item 4) convertible into approximately 56,518 shares of Common Stock based on a ratio of 12.21225 shares of Common Stock for each $1,000 principal amount of Convertible Notes.

 

Includes 1,379,838 Warrants (defined in Item 4) to acquire 1,379,838 shares of Common Stock. As of the date hereof, the Warrant exercise limitation described in the next sentence limits the aggregate exercise of Warrants by the Reporting Persons to 1,379,838 out of the 3,999,998 shares of Common Stock underlying the Warrants owned in the aggregate. The 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, more than 9.99% of the number of shares of Common Stock then issued and outstanding. In providing beneficial ownership described herein, the Reporting Persons have assumed only certain Warrants owned by BVF would be fully exercised, and the remaining Warrants held by BVF, BVF 2, Trading Fund OS and those in the Partners Managed Accounts would remain unexercised, thereby bringing the Reporting Persons to the aggregate 9.99% limitation. As such, BVF holds Warrants to acquire 118,428 additional shares which are excluded from the table above as a result of the 9.99% limitation.

 

The Reporting Persons may choose to convert or exercise, as applicable, the Warrants or Convertible Notes in other amounts among the Reporting Persons, while continuing to comply with the Beneficial Ownership Limitation.

 

See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.

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