This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G filed on January 20, 2021 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Joe Lewis, MVA Investors, LLC (“MVA Investors”) and Aaron I. Davis (collectively, the “Reporting Persons”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing.
(a) Amount beneficially owned:
Boxer Capital, Boxer Management and Joe Lewis beneficially own 1,900,000 Common Shares. MVA Investors and Aaron I. Davis do not own any Common Shares.
(b) Percent of class:
Boxer Capital, Boxer Management and Joe Lewis beneficially own 4.4% of the Issuer’s outstanding Common Shares based 43,250,560 Common Shares outstanding, as set forth in the Issuer’s prospectus supplement filed with the SEC on November 8, 2021.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
None of the Reporting Persons has sole power to vote or to direct the vote of any Common Shares.
(ii) Shared power to vote or to direct the vote:
Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 1,900,000 Common Shares they beneficially own.
(iii) Sole power to dispose or to direct the disposition of:
None of the Reporting Persons has sole power to dispose or to direct the disposition of any Common Shares.
(iv) Shared power to dispose or to direct the disposition of:
Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 1,900,000 Common Shares they beneficially own.
Item 5. Ownership of Five Percent or Less of a Class.
With respect to each Reporting Person:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
Item 10. Certification.
(c) 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.
