Amendment: SEC Form SC 13G/A filed by Molecular Templates Inc.

 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

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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).

(1) Includes 8,533 Shares (as defined below) underlying certain Series A Convertible Preferred (as defined below) and 133,862 Shares underlying certain Pre-funded Warrants (as defined below).

(1) Includes 8,533 Shares underlying certain Series A Convertible Preferred and 133,862 Shares underlying certain Pre-funded Warrants.

(1) Includes 6,933 Shares underlying certain Series A Convertible Preferred.

(1) Includes 6,933 Shares underlying certain Series A Convertible Preferred.

(1) Includes 1,200 Shares underlying certain Series A Convertible Preferred.

(1) Includes 1,200 Shares underlying certain Series A Convertible Preferred.

(1) Includes 15,467 Shares underlying certain Series A Convertible Preferred and 133,862 Shares underlying certain Pre-funded Warrants.

(1) Includes 16,667 Shares underlying certain Series A Convertible Preferred and 133,862 Shares underlying certain Pre-funded Warrants.

(1) Includes 16,667 Shares underlying certain Series A Convertible Preferred and 133,862 Shares underlying certain Pre-funded Warrants.

(1) Includes 16,667 Shares underlying certain Series A Convertible Preferred and 133,862 Shares underlying certain Pre-funded Warrants.

Molecular Templates, Inc., a Delaware corporation (the “Issuer”).

9301 Amberglen Blvd., Suite 100

Austin, Texas 78729

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

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.”

Common Stock, $0.001 par value per share (the “Shares”)

608550208

As of the close of business on September 30, 2024, the Reporting Persons held an aggregate of 250 shares of Series A Convertible Preferred Stock (the “Series A Convertible Preferred”) convertible for an aggregate of 16,667 Shares. The Series A Convertible 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 (the “Exchange Act”), more than 9.99% of the number of Shares then issued and outstanding (the “Series A Blocker”). As of the close of business on September 30, 2024, the Series A Blocker does not limit the conversion of any of the Series A Convertible Preferred held by the Reporting Persons.

As of the close of business on September 30, 2024, the Reporting Persons and a certain Partners managed account (the “Partners Managed Account”) held Pre-funded Warrants (the “Pre-funded Warrants”) exercisable for an aggregate of 3,145,915 Shares. The Pre-funded Warrants are exercisable at any time at an exercise price of $0.001 per Share. A holder of Pre-funded Warrants shall not have the right to exercise such Pre-funded Warrants to the extent that immediately prior to or after giving effect to such exercise, the holder, together with such holder’s Attribution Parties (as defined in the Form of Pre-funded Warrant to Purchase Common Stock) collectively would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Pre-funded Warrants Blocker”). As of the close of business on September 30, 2024, the Pre-funded Warrants Blocker limits the exercise of the Pre-funded Warrants held by the Reporting Persons and the Partners Managed Account to 133,862 out of the 3,145,915 Shares underlying the Pre-funded Warrants held by them.

As of the close of business on September 30, 2024, (i) BVF beneficially owned 416,585 Shares, including 8,533 Shares underlying the Series A Convertible Preferred held by it and 133,862 Shares underlying certain Pre-funded Warrants held by it, and excluding 1,534,973 Shares underlying certain Pre-funded Warrants held by it, (ii) BVF2 beneficially owned 222,654 Shares, including 6,933 Shares underlying the Series A Convertible Preferred held by it and excluding 1,312,372 Shares underlying the Pre-funded Warrants held by it, and (iii) Trading Fund OS beneficially owned 26,006 Shares, including 1,200 Shares underlying the Series A Convertible Preferred held by it and excluding 119,098 Shares underlying the Pre-funded Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 416,585 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 222,654 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 26,006 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 639,240 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 672,767 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 7,521 Shares held in the Partners Managed Account and excluding 45,610 Shares underlying the Pre-funded Warrants held in the Partners Managed Account.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 672,767 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 672,767 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.

The following percentages are based upon a denominator that is the sum of (i) 6,583,880 Shares outstanding as of August 9, 2024, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024, (ii) certain or all of the 16,667 Shares underlying the Series A Convertible Preferred held by the Reporting Persons, as applicable, and (iii) 133,862 Shares underlying certain of the Pre-funded Warrants held by the Reporting Persons, as applicable.

As of the close of business on September 30, 2024, (i) BVF beneficially owned approximately 6.2% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.4% 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 6.2% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.4% 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 9.5% 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).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

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.

Not Applicable.

See Exhibit 99.1 to Amendment No. 2 to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2020.

Not Applicable.

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.

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: November 14, 2024