UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7)1

CTI BioPharma Corp.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

12648L601

(CUSIP Number)

James Kratky

BVF Partners L.P.

44 Montgomery St., 40th Floor

San Francisco, California 94191

(415) 525-8890

 

ADAM W. FINERMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 10, 2021

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

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. 12648L601

  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   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         8,605,120 (1)  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          8,605,120 (1)  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,605,120 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        10.6% (1)  
  14   TYPE OF REPORTING PERSON  
         
        PN  

(1) Includes 3,754,000 shares of Common Stock underlying 5,631 shares of Series O Preferred Stock convertible within 60 days hereof, subject to the Beneficial Ownership Limitation (as defined below) and 1,810,000 shares of Common Stock underlying 181 shares of Series X Preferred convertible within 60 days hereof, subject to the Series X Beneficial Ownership Limitation (as defined below). Excludes 14,130,000 shares of Common Stock underlying 1,413 shares of Series X Preferred Stock, which may not be converted due to the Series X Beneficial Ownership Limitation.

  

2

CUSIP No. 12648L601

  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   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         8,605,120 (1)  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          8,605,120 (1)  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,605,120 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        10.6% (1)  
  14   TYPE OF REPORTING PERSON  
         
        OO  

(1) Includes 3,754,000 shares of Common Stock underlying 5,631 shares of Series O Preferred Stock convertible within 60 days hereof, subject to the Beneficial Ownership Limitation and 1,810,000 shares of Common Stock underlying 181 shares of Series X Preferred convertible within 60 days hereof, subject to the Series X Beneficial Ownership Limitation. Excludes 14,130,000 shares of Common Stock underlying 1,413 shares of Series X Preferred Stock, which may not be converted due to the Series X Beneficial Ownership Limitation.

  

3

CUSIP No. 12648L601

 

  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   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,535,946 (1)  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,535,946 (1)  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,535,946 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.8% (1)  
  14   TYPE OF REPORTING PERSON  
         
        PN  

(1) Includes 2,426,667 shares of Common Stock underlying 3,640 shares of Series O Preferred Stock convertible within 60 days hereof. Excludes 12,500,000 shares of Common Stock underlying 1,250 shares of Series X Preferred Stock, which may not be converted due to the Series X Beneficial Ownership Limitation.

  

4

CUSIP No. 12648L601

 

  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   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,535,946 (1)  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,535,946 (1)  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,535,946 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.8% (1)  
  14   TYPE OF REPORTING PERSON  
         
        OO  

(1) Includes 2,426,667 shares of Common Stock underlying 3,640 shares of Series O Preferred Stock convertible within 60 days hereof. Excludes 12,500,000 shares of Common Stock underlying 1,250 shares of Series X Preferred Stock, which may not be converted due to the Series X Beneficial Ownership Limitation.

  

5

CUSIP No. 12648L601

 

  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   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,166,374 (1)  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,166,374 (1)  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,166,374 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.5% (1)  
  14   TYPE OF REPORTING PERSON  
         
        PN  

(1) Includes 682,667 shares of Common Stock underlying 1,024 shares of Series O Preferred Stock, convertible within 60 days hereof. Excludes 1,910,000 shares of Common Stock underlying 191 shares of Series X Preferred Stock, which may not be converted due to the Series X Beneficial Ownership Limitation.

  

6

CUSIP No. 12648L601

 

  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   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,166,374 (1)  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,166,374 (1)  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,166,374 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.5% (1)  
  14   TYPE OF REPORTING PERSON  
         
        CO  

(1) Includes 682,667 shares of Common Stock underlying 1,024 shares of Series O Preferred Stock, convertible within 60 days hereof. Excludes 1,910,000 shares of Common Stock underlying 191 shares of Series X Preferred Stock, which may not be converted due to the Series X Beneficial Ownership Limitation.

  

7

CUSIP No. 12648L601

 

  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   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         13,141,066 (1)  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          13,141,066 (1)  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        13,141,066 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        16.4% (1)  
  14   TYPE OF REPORTING PERSON  
         
        OO  

(1) Includes 6,180,667 shares of Common Stock underlying 9,271 shares of Series O Preferred Stock convertible within 60 days hereof and 1,810,000 shares of Common Stock underlying 181 shares of Series X Preferred convertible within 60 days hereof, subject to the Series X Beneficial Ownership Limitation. Excludes 26,630,000 shares of Common Stock underlying 2,663 shares of Series X Preferred Stock, which may not be converted due to the Series X Beneficial Ownership Limitation.

  

8

CUSIP No. 12648L601

 

  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   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         17,123,023 (1)  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          17,123,023 (1)  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        17,123,023 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        19.99% (1)  
  14   TYPE OF REPORTING PERSON  
         
        PN, IA  

(1) Includes 8,383,334 shares of Common Stock underlying 12,575 shares of Series O Preferred Stock convertible within 60 days hereof and 1,810,000 shares of Common Stock underlying 181 shares of Series X Preferred convertible within 60 days hereof, subject to the Series X Beneficial Ownership Limitation. Excludes 28,660,000 shares of Common Stock underlying 2,866 shares of Series X Preferred Stock, which may not be converted due to the Series X Beneficial Ownership Limitation.

  

9

CUSIP No. 12648L601

 

  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   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         17,123,023 (1)  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          17,123,023 (1)  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        17,123,023 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        19.99% (1)  
  14   TYPE OF REPORTING PERSON  
         
        CO  

(1) Includes 8,383,334 shares of Common Stock underlying 12,575 shares of Series O Preferred Stock convertible within 60 days hereof and 1,810,000 shares of Common Stock underlying 181 shares of Series X Preferred convertible within 60 days hereof, subject to the Series X Beneficial Ownership Limitation. Excludes 28,660,000 shares of Common Stock underlying 2,866 shares of Series X Preferred Stock, which may not be converted due to the Series X Beneficial Ownership Limitation.

  

10

CUSIP No. 12648L601

 

  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   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         17,123,023 (1)  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          17,123,023 (1)  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        17,123,023 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        19.99% (1)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

(1) Includes 8,383,334 shares of Common Stock underlying 12,575 shares of Series O Preferred Stock convertible within 60 days hereof and 1,810,000 shares of Common Stock underlying 181 shares of Series X Preferred convertible within 60 days hereof, subject to the Series X Beneficial Ownership Limitation. Excludes 28,660,000 shares of Common Stock underlying 2,866 shares of Series X Preferred Stock, which may not be converted due to the Series X Beneficial Ownership Limitation.

  

11

CUSIP No. 12648L601

 

  1   NAME OF REPORTING PERSON  
         
        MATTHEW D. PERRY  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         353,139 (1)  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          353,139 (1)  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        353,139 (1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1% (1)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

(1) Includes 310,000 shares of Common Stock issuable on the exercise of certain options that are currently exercisable, or may become exercisable within 60 days hereof.

  

12

CUSIP No. 12648L601

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

The last sentence of Item 3 is hereby amended and restated to read as follows:

The 353,139 shares of Common Stock beneficially owned by Mr. Perry were granted to Mr. Perry by the Issuer in his capacity as a director of the Issuer.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (b) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of shares of Common Stock reported owned by each person named herein is based on a denominator that is the sum of: (i) 75,471,355 shares of Common Stock outstanding, as of November 30, 2020, as disclosed in the Issuer’s Prospectus Supplement on Form 424B5 filed with the Securities and Exchange Commission on January 15, 2021, (ii) certain or all of the 8,383,334 shares of Common Stock that would be issued upon the conversion of certain shares of Series O Preferred Stock and (iii) certain or all of the 1,810,000 shares of Common Stock that would be issued upon the conversion of certain shares of Series X Preferred Stock.

As of the date hereof, the Reporting Persons hold 12,575 shares of Series O Preferred Stock, convertible into an aggregate of 8,383,333 shares of Common Stock. The conversion ratio is 666.6667 shares of Common Stock for 1 share of Series O Preferred Stock. The Series O Preferred Stock 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 19.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). The Series O Beneficial Ownership Limitation does not limit the conversion of the Series O Preferred Stock.

As of the date hereof, the Reporting Persons hold 3,047 shares of Series X Preferred Stock, convertible into an aggregate of 30,470,000 shares of Common Stock. Each share of Series X Preferred Stock is convertible into 10,000 shares of Common Stock at the election of the holder; provided, however, the Series X Preferred Stock 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 shares of Common Stock outstanding immediately after giving effect to such conversion (the “Series X Beneficial Ownership Limitation”). The Series X Beneficial Ownership Limitation limits the conversion of the Series X Preferred Stock to 181 out of 3,047 shares of Series X Preferred Stock.

As of the date hereof, (i) BVF beneficially owned 8,605,120 shares of Common Stock, including approximately 3,754,000 shares of Common Stock issuable upon the conversion of 5,631 shares of Series O Preferred Stock and 1,810,000 shares of Common Stock issuable upon the conversion of 181 shares of Series X Preferred Stock and excluding 14,130,000 shares of Common Stock underlying 1,413 shares of Series X Preferred Stock, representing percentage ownership of approximately 10.6% of the shares of Common Stock outstanding, (ii) BVF2 beneficially owned 4,535,946 shares of Common Stock, including approximately 2,426,667 shares of Common Stock issuable upon the conversion of 3,640 shares of Series O Preferred Stock and excluding 12,500,000 shares of Common Stock underlying 1,250 shares of Series X Preferred Stock, representing percentage ownership of approximately 5.8% of the shares of Common Stock outstanding, (iii) Trading Fund OS beneficially owned 1,166,374 shares of Common Stock, including approximately 682,667 shares of Common Stock issuable upon the conversion of 1,024 shares of Series O Preferred Stock and excluding 1,910,000 shares of Common Stock underlying 191 shares of Series X Preferred Stock, representing percentage ownership of approximately 1.5% of the shares of Common Stock outstanding and (iv) 2,815,581 shares of Common Stock were held in the Partners Managed Accounts, including approximately 1,520,000 shares of Common Stock issuable upon the conversion of 2,280 shares of Series O Preferred and excluding 120,000 shares of Common Stock underlying 12 shares of Series X Preferred Stock, representing percentage ownership of approximately 1.7% of the shares of Common Stock outstanding.

13

CUSIP No. 12648L601

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 8,605,120 shares of Common Stock beneficially owned by BVF, representing percentage ownership of approximately 10.6% of the shares of Common Stock outstanding.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 4,535,946 shares of Common Stock beneficially owned by BVF2, representing percentage ownership of approximately 5.8% of the shares of Common Stock outstanding.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 1,166,374 shares of Common Stock beneficially owned by Trading Fund OS, representing percentage ownership of approximately 1.5% of the shares of Common Stock outstanding.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 13,141,066 shares of Common Stock beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 16.4% of the shares of Common Stock outstanding.

Partners, as the investment manager of BVF, BVF2, Trading Fund OS and the Partners Managed Accounts and the sole member of Partners OS, may be deemed to beneficially own the 17,123,023 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and held in the Partners Managed Accounts, representing percentage ownership of approximately 19.99% of the shares of Common Stock outstanding.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 17,123,023 Shares beneficially owned by Partners, representing percentage ownership of approximately 19.99% of the Shares outstanding.

Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 17,123,023 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 19.99% of the shares of Common Stock outstanding.

As of the date hereof, Mr. Perry directly owns 353,139 shares of Common Stock, including 310,000 shares of Common Stock issuable on the exercise of certain options that are currently or may become exercisable, within 60 days hereof, representing percentage ownership of less than 1% of the shares of Common Stock outstanding.

(b)       Each of BVF, BVF2 and Trading Fund OS shares with Partners voting and dispositive power over the shares of Common Stock each such entity beneficially owns. BVF shares with BVF GP voting and dispositive power over the shares of Common Stock beneficially owned by BVF. BVF2 shares with BVF2 GP voting and dispositive power over the shares of Common Stock beneficially owned by BVF2. Each of BVF GP and BVF2 GP shares with BVF GPH voting and dispositive power over the shares of Common Stock each such entity beneficially owns. Trading Fund OS shares with Partners OS voting and dispositive power over the shares of Common Stock beneficially owned by Trading Fund OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 17,123,023 shares of Common Stock they may be deemed to beneficially own with BVF, BVF GP, BVF2, BVF2 GP, Trading Fund OS, Partners OS, BVF GPH and the Partners Managed Accounts.

14

CUSIP No. 12648L601

SIGNATURES

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: March 15, 2021

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

  /s/ Matthew D. Perry
  Mark N. Lampert   MATTHEW D. PERRY
  President      

15