| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is amended and supplemented as follows:
The Fund purchased the shares of Common Stock described in Item 5(c) pursuant to the Securities Purchase Agreement (as defined in Item 6 below) using funds from working capital.
| Item 4. | Purpose of Transaction |
Item 4 is amended and supplemented as follows:
The information in Item 6 of this Schedule 13D is incorporated by reference herein.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is amended and restated as follows:
| | (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 33,183,734 outstanding Ordinary Shares, as reported by the Company to the Reporting Persons and after giving effect to the sale of shares pursuant to the Securities Purchase Agreement. |
| | (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. Includes 6,007,746 Ordinary Shares and stock options exercisable for 15,460 Ordinary Shares held by the Master Fund. |
| | (c) | Schedule B sets forth all transactions with respect to the Ordinary Shares effected during the past sixty days by any Reporting Person. |
| | (d) | No person (other than the Reporting Persons) 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, the Ordinary Shares subject to this Schedule 13D. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 is hereby amended and supplemented as follows:
Securities Purchase Agreement
On February 26, 2019, the Master Fund and the other investors named therein entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Issuer, pursuant to which the Master Fund agreed to purchase, and the Issuer agreed to sell to the Master Fund, 1,304,348 Ordinary Shares at a purchase price of $13.80 per share for a purchase price by the Master Fund of $18,000,002. The purchase of the Ordinary Shares pursuant to the Securities Purchase Agreement closed on March 1, 2019. The foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 4 hereto and is incorporated by reference into this Item 6.
Registration Rights Agreement
In connection with the Securities Purchase Agreement, on March 1, 2019, the Master Fund and the other investors named therein entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Issuer. Pursuant to the terms of the Registration Rights Agreement, the Issuer is obligated to register the shares of Common Stock acquired pursuant to the Securities Purchase Agreement for resale promptly upon becoming eligible to use a registration statement on FormS-3 and in no even no later than July 31, 2019. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 5 hereto and is incorporated by reference into this Item 6.
