Sec Form 13G Filing - BIOTECHNOLOGY VALUE FUND L P filing for Eledon Pharmaceuticals Inc. (ELDN) - 2022-01-28

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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 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. 7)1

Eledon Pharmaceuticals, Inc.

 (Name of Issuer)

Common Stock, $0.001 par value

 (Title of Class of Securities)

28617K101

 (CUSIP Number)

January 20, 2022

 (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. 28617K101

 

  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  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         1,274,973  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          1,274,973  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,274,973  
  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%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 28617K101

  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  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         1,274,973  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          1,274,973  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,274,973  
  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%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP No. 28617K101

 

  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  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         975,412  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          975,412  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        975,412  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        7.1%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

4

CUSIP No. 28617K101

 

  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  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         975,412  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          975,412  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        975,412  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        7.1%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP No. 28617K101

 

  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  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         58,688  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          58,688  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        58,688  
  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%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

6

CUSIP No. 28617K101

 

  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  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         58,688  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          58,688  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        58,688  
  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%  
  12   TYPE OF REPORTING PERSON  
         
        CO  

  

7

CUSIP No. 28617K101

 

  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  
         
        Cayman Islands  
NUMBER OF   5  < /td> SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,250,385  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          2,250,385  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,250,385  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        16.4%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

8

CUSIP No. 28617K101

 

  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  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,326,710  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          2,326,710  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,326,710  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        16.9%  
  12   TYPE OF REPORTING PERSON  
         
        PN, IA  

  

9

CUSIP No. 28617K101

 

  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  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,326,710  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          2,326,710  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,326,710  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        16.9%  
  12   TYPE OF REPORTING PERSON  
         
        CO  

  

10

CUSIP No. 28617K101

 

  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  
         
     < /td>   United States  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,326,710  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          2,326,710  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,326,710  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        16.9%  
  12   TYPE OF REPORTING PERSON  
         
        IN  

  

11

CUSIP No. 28617K101

Item 1(a).Name of Issuer:

 

Eledon Pharmaceuticals, Inc. (previously Novus Therapeutics, Inc.), a Delaware corporation (the “Issuer”).

 

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

 

19900 MacArthur Blvd., Suite 550

Irvine, California 92612

 

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

 

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

12

CUSIP No. 28617K101

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, $0.001 par value (the “Shares”)

 

Item 2(e).CUSIP Number:

 

28617K101

 

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) / / A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
  (k) / / Group, in accordance with Rule13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

13

CUSIP No. 28617K101

Item 4.Ownership

 

(a)Amount beneficially owned:

 

As of the close of business on January 28, 2022, the Reporting Persons held 4,419.93 shares of Series X Convertible Preferred Stock (the “Series X Preferred”), convertible for an aggregate of 245,552 Shares. Each share of the Series X Preferred is convertible into 55.55 Shares. The Series X Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the number of shares of Shares then issued and outstanding (the “Series X Blocker”). As of the close of business on January 28, 2022, the Series X Blocker limits the aggregate conversion of the Series X Preferred by the Reporting Persons to 0 out of the 245,552 Shares underlying the Series X Preferred owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that the Series X Preferred owned by each of BVF, BVF2 and Trading Fund OS and held in a certain Partners Managed Account (the “Partners Managed Account”) would not be exercised due to the Series X Blocker.

 

As of the close of business on January 28, 2022, the Reporting Persons held 110,081.784 shares of Series X1 Convertible Preferred Stock (the “Series X1 Preferred”), convertible for an aggregate of 6,115,660 Shares. Each share of the Series X1 Preferred is convertible into 55.55 Shares. The Series X1 Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the number of shares of Shares then issued and outstanding (the “Series X1 Preferred Blocker”). As of the close of business on January 28, 2022, the Series X1 Blocker limits the aggregate conversion of the Series X1 Preferred by the Reporting Persons to 0 out of the 6,115,660 Shares underlying the Series X1 Preferred owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that the Series X1 Preferred owned by each of BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account would not be exercised due to the Series X1 Blocker.

 

As of the close of business on January 28, 2022, the Reporting Persons held Prefunded-Warrants (the “Pre-funded Warrants”) exercisable into an aggregate of 509,117 Shares. Each Pre-funded Warrant has a strike price per Share of $0.001 and expires on December 31, 2030. Subject to limited exceptions, a holder of the Pre-funded Warrants will not have the right to exercise any portion of its Pre-funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Pre-funded Blocker”). As of the close of business on January 28, 2022, the Pre-funded Blocker limits the aggregate exercise of the Pre-funded Warrants by the Reporting Persons to 0 out of 509,117 Shares underlying the Pre-funded Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that the Pre-funded 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 Pre-funded Blocker.

 

14

CUSIP No. 28617K101

As of the close of business on January 28, 2022, the Reporting Persons held Warrants (the “Private Placement Warrants”) exercisable into an aggregate of 161,549 Shares. Each Private Placement Warrant has a strike price per Share of $12.96 and expires on July 14, 2025. Subject to limited exceptions, a holder of the Private Placement Warrants will not have the right to exercise any portion of its Private Placement Warrants if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Private Placement Blocker”). As of the close of business on January 28, 2022, the Private Placement Blocker limits the aggregate exercise of the Private Placement Warrants by the Reporting Persons to 0 out of 161,549 Shares underlying the Private Placement Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that the Private Placement 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 Private Placement Blocker.

 

As of the close of business on January 28, 2022, the Reporting Persons held Warrants (the “Series X1 Preferred Warrants”) exercisable into an aggregate of 2,788 Series X1 Preferred convertible into 2,788,000 Shares. Each Series X1 Preferred Warrant has a strike price per Share of $8,962.74 and expires on September 14, 2025. Subject to limited exceptions, a holder of Series X1 Preferred Warrants will not have the right to exercise any portion of its Series X1 Preferred Warrants if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Series X1 Preferred Warrant Blocker”). As of the close of business on January 28, 2022, the Series X1 Preferred Warrant Blocker limits the exercise of Series X1 Preferred Warrants by the Reporting Persons to 0 out of the 2,788 Series X1 Preferred convertible into 2,788,000 Shares underlying the Series X1 Preferred Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that the Series X1 Preferred 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 Series X1 Preferred Warrant Blocker.

 

As of the close of business on January 28, 2022 (i) BVF beneficially owned 1,274,973 Shares, (ii) BVF2 beneficially owned 975,412 Shares and (iii) Trading Fund OS beneficially owned 58,688 Shares.

 

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,274,973 Shares beneficially owned by BVF.

 

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 975,412 Shares beneficially owned by BVF2.

 

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 58,688 Shares 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 2,250,385 Shares beneficially owned in the aggregate by BVF and BVF2.

 

Partners, as the general partner of BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 2,326,710 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 17,637 Shares held in the Partners Managed Account.

 

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 2,326,710 Shares beneficially owned by Partners.

 

15

CUSIP No. 28617K101

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 2,326,710 Shares 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 owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and 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.

 

(b)Percent of class:

 

The following percentages are based on 13,756,788 Shares outstanding as of January 11, 2022, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2022.

 

As of the close of business on January 28, 2022 (i) BVF beneficially owned approximately 9.3% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 7.1% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 9.3% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 7.1% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 16.4% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 16.9% of the outstanding Shares (less than 1% of the outstanding Shares is 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. 28617K101

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 beneficially owned by BVF. BVF2 GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in 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. 1 to the Schedule 13G filed with the Securities and Exchange Commission on October 5, 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. 28617K101

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: January 28, 2022

 

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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