Pyxis Oncology, Inc. has a significant shareholder group led by Biotechnology Value Fund entities and Mark N. Lampert. As of the close of business on July 10, 2026, these reporting persons and a managed account held an aggregate of 7,840,062 Warrants exercisable for 7,840,062 shares of common stock at an exercise price of $3.289 per share, expiring on July 2, 2029. A 9.99% beneficial ownership limitation caps immediate exercisability to 496,840 of these shares. Based on an adjusted share-count denominator that includes previously outstanding shares, shares issued under a June 30, 2026 Securities Purchase Agreement, and the 496,840 issuable shares, BVF beneficially owned 4,611,887 shares (approximately 5.5% of the class), BVF II 3,083,847 shares (approximately 3.7%), and the trading fund 518,280 shares (less than 1%). Through layered general partner and investment manager relationships, BVF Partners L.P., BVF Inc., and Mr. Lampert may each be deemed to beneficially own approximately 9.99% of the outstanding shares, subject to the ownership cap, while various entities expressly disclaim beneficial ownership of securities held by affiliated funds.
Positive
None.
Negative
None.
Insights
Biotechnology Value Fund reports a near-10% economic stake using capped warrants.
The reporting group centered on Biotechnology Value Fund discloses layered beneficial ownership in Pyxis Oncology, combining common shares and a large block of Warrants. In total, they hold 7,840,062 Warrants at an exercise price of $3.289 per share, expiring on July 2, 2029, but a 9.99% beneficial ownership limitation restricts how many can be exercised at any time.
Because the ownership cap limits exercisability to 496,840 shares, most of the warrant exposure remains unexercised. BVF and affiliates calculate beneficial ownership percentages using a denominator that adds 63,355,482 previously outstanding shares, 19,600,153 shares issued under a June 30, 2026 Securities Purchase Agreement, and the capped warrant shares. Partners, BVF Inc. and Mark N. Lampert may each be deemed to beneficially own approximately 9.99% of the class, while several entities explicitly disclaim beneficial ownership over affiliates’ holdings.
Key Figures
Warrants held:7,840,062 WarrantsWarrant exercise price:$3.289 per ShareWarrant expiry:July 2, 2029+5 more
8 metrics
Warrants held7,840,062 WarrantsAggregate Warrants exercisable for 7,840,062 shares held as of July 10, 2026
Warrant exercise price$3.289 per ShareExercise price per share for the Warrants
Warrant expiryJuly 2, 2029Expiration date of the Warrants
Shares currently exercisable under cap496,840 SharesShares underlying Warrants exercisable as of July 10, 2026 due to 9.99% cap
BVF beneficial ownership4,611,887 Shares (~5.5%)Shares beneficially owned by BVF as of July 10, 2026
BVF II beneficial ownership3,083,847 Shares (~3.7%)Shares beneficially owned by BVF2 as of July 10, 2026
Group beneficial ownership cap9.99% of outstanding SharesMaximum Percentage beneficial ownership limitation in the Warrants
Shares outstanding baseline components63,355,482 + 19,600,153 + 496,840 SharesDenominator components used to calculate ownership percentages
Key Terms
beneficially owned, Warrants, Maximum Percentage, Securities Purchase Agreement, +1 more
5 terms
beneficially ownedfinancial
"As of the close of business on July 10, 2026, (i) BVF beneficially owned 4,611,887 Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Warrantsfinancial
"held an aggregate of 7,840,062 Warrants exercisable for an aggregate of 7,840,062 shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Maximum Percentagefinancial
"beneficially owns or would beneficially own in excess of 9.99% of the Shares ... (the "Maximum Percentage")"
Securities Purchase Agreementfinancial
"19,600,153 Shares issued and sold by the Issuer pursuant to a Securities Purchase Agreement, dated June 30, 2026"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Schedule 13Gregulatory
"A group has filed this schedule pursuant to 1(c) or 1(d)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
What percentage of Pyxis Oncology (PYXS) shares is beneficially owned by the BVF group?
Partners, BVF Inc., and Mark N. Lampert may each be deemed to beneficially own approximately 9.99% of Pyxis Oncology’s outstanding common stock. This percentage is calculated using a denominator that includes existing shares, additional shares issued on June 30, 2026, and 496,840 shares issuable from Warrants.
How many warrants linked to Pyxis Oncology (PYXS) does the BVF group hold and at what exercise price?
The BVF reporting group and a managed account hold 7,840,062 Warrants exercisable for 7,840,062 Pyxis Oncology shares at $3.289 per share. These Warrants can be exercised after specific clinical-data timing or on October 1, 2026, and expire on July 2, 2029.
What is the 9.99% ownership cap affecting the BVF group’s Pyxis Oncology (PYXS) warrants?
The Warrants include a 9.99% beneficial ownership limitation, termed the Maximum Percentage. This cap restricts the BVF group and its affiliates from exercising Warrants if doing so would cause them to beneficially own more than 9.99% of Pyxis Oncology’s outstanding shares.
How many Pyxis Oncology (PYXS) shares can the BVF group currently exercise from its warrants?
As of July 10, 2026, the ownership cap limits warrant exercisability to 496,840 of the 7,840,062 underlying shares. The remaining warrant shares are held but cannot be exercised without breaching the 9.99% beneficial ownership threshold.
What are the individual BVF funds’ ownership stakes in Pyxis Oncology (PYXS)?
As of July 10, 2026, BVF beneficially owned 4,611,887 shares (~5.5%), BVF II 3,083,847 shares (~3.7%), and the trading fund 518,280 shares (less than 1%). These figures incorporate only those warrant shares permitted by the 9.99% cap.
How was the ownership percentage in Pyxis Oncology (PYXS) calculated for the BVF group?
The ownership percentages use a denominator combining 63,355,482 shares outstanding as of May 13, 2026, 19,600,153 shares issued June 30, 2026, and 496,840 warrant shares. This method reflects both historical and recent share issuances plus capped warrant exercisability.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Pyxis Oncology, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
747324101
(CUSIP Number)
07/02/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
BIOTECHNOLOGY VALUE FUND L P
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,611,887.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,611,887.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,611,887.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
BVF I GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,611,887.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,611,887.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,611,887.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.5 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
BIOTECHNOLOGY VALUE FUND II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,083,847.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,083,847.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,083,847.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
BVF II GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,083,847.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,083,847.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,083,847.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
Biotechnology Value Trading Fund OS LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
518,280.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
518,280.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
518,280.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
BVF Partners OS Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
518,280.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
518,280.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
518,280.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
BVF GP HOLDINGS LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,695,734.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,695,734.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,695,734.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
BVF PARTNERS L P/IL
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,336,902.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,336,902.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,336,902.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
BVF INC/IL
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,336,902.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,336,902.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,336,902.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
LAMPERT MARK N
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,336,902.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,336,902.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,336,902.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pyxis Oncology, Inc.
(b)
Address of issuer's principal executive offices:
321 HARRISON AVENUE, BOSTON, MASSACHUSETTS 02118
Item 2.
(a)
Name of person filing:
Biotechnology Value Fund, L.P. ("BVF")
BVF I GP LLC ("BVF GP")
Biotechnology Value Fund II, L.P. ("BVF2")
BVF II GP LLC ("BVF2 GP")
Biotechnology Value Trading Fund OS LP ("Trading Fund OS")
BVF Partners OS Ltd. ("Partners OS")
BVF GP Holdings LLC ("BVF GPH")
BVF Partners L.P. ("Partners")
BVF Inc.
Mark N. Lampert ("Mr. Lampert")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Biotechnology Value Fund, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF I GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Fund II, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF II GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Trading Fund OS LP
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF Partners OS Ltd.
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF GP Holdings LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Partners L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Mark N. Lampert
44 Montgomery St., 40th Floor
San Francisco, California 94104
(c)
Citizenship:
Biotechnology Value Fund, L.P.
Delaware
BVF I GP LLC
Delaware
Biotechnology Value Fund II, L.P.
Delaware
BVF II GP LLC
Delaware
Biotechnology Value Trading Fund OS LP
Cayman Islands
BVF Partners OS Ltd.
Cayman Islands
BVF GP Holdings LLC
Delaware
BVF Partners L.P.
Delaware
BVF Inc.
Delaware
Mark N. Lampert
United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP Number(s):
747324101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on July 10, 2026, the Reporting Persons and a certain Partners managed account (the "Partners Managed Account") held an aggregate of 7,840,062 Warrants (the "Warrants") exercisable for an aggregate of 7,840,062 shares of the Issuer's Common Stock, par value $0.001 per share (the "Shares"). The Warrants are exercisable at an exercise price per Share equal to $3.289 per Share and may be exercised at any time on or after the earlier of (i) the date on which the Issuer first publicly discloses clinical data from its micvotabart pelidotin (MICVO) Phase 1 monotherapy study in 2L+ Recurrent/Metastatic Head and Neck Squamous Cell Carcinoma and (ii) October 1, 2026, and will expire on July 2, 2029. A holder of the Warrants shall not have the right to exercise any portion of the Warrants if the holder, together with its affiliates, beneficially owns or would beneficially own in excess of 9.99% of the Shares that would be issued and outstanding following such exercise (the "Maximum Percentage"). As of the close of business on July 10, 2026, the Maximum Percentage limits the exercise of the Warrants held by the Reporting Persons and the Partners Managed Account to 496,840 out of the 7,840,062 Shares underlying the Warrants held by them.
As of the close of business on July 10, 2026, (i) BVF beneficially owned 4,611,887 Shares, including 496,840 Shares underlying certain Warrants held by it and excluding 3,618,207 Shares underlying certain Warrants held by it, (ii) BVF2 beneficially owned 3,083,847 Shares, excluding 3,083,847 Shares underlying the Warrants held by it, and (iii) Trading Fund OS beneficially owned 518,280 Shares, excluding 518,280 Shares underlying the Warrants held by it.
BVF GP, as the general partner of BVF, may be deemed to beneficially own the 4,611,887 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 3,083,847 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 518,280 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 7,695,734 Shares 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 8,336,902 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 122,888 Shares held in the Partners Managed Account, which excludes 122,888 Shares underlying the Warrants held in the Partners Managed Account.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 8,336,902 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 8,336,902 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 upon a denominator that is the sum of: (i) 63,355,482 Shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026, (ii) 19,600,153 Shares issued and sold by the Issuer pursuant to a Securities Purchase Agreement, dated June 30, 2026, as set forth in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2026, and (iii) 496,840 Shares issuable upon the exercise of certain Warrants held by the Reporting Persons, as applicable.
As of the close of business on July 10, 2026, (i) BVF beneficially owned approximately 5.5% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.7% 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 5.5% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.7% 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 9.2% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).
(c)
Number of shares as to which the 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 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. 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 Which 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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
