SEC Form SC 13G/A filed by ASLAN Pharmaceuticals Limited (Amendment)

 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. 1)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).

2              There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 04522R200 has been assigned to the American Depositary Shares of the Company, which are quoted on the Nasdaq Global Market under the symbol “ASLN.”

(1) Includes 17,095,000 Shares (as defined below) represented by 1,119,871 ADSs (as defined below) underlying certain Pre-Funded Warrants (as defined below). Each ADS represents 25 Shares.

(1) Includes 17,095,000 Shares represented by 1,119,871 ADSs underlying certain Pre-Funded Warrants. Each ADS represents 25 Shares.

(1) Includes 17,095,000 Shares represented by 1,119,871 ADSs underlying certain Pre-Funded Warrants. Each ADS represents 25 Shares.

(1) Includes 17,095,000 Shares represented by 1,119,871 ADSs underlying certain Pre-Funded Warrants. Each ADS represents 25 Shares.

(1) Includes 17,095,000 Shares represented by 1,119,871 ADSs underlying certain Pre-Funded Warrants. Each ADS represents 25 Shares.

(1) Includes 17,095,000 Shares represented by 1,119,871 ADSs underlying certain Pre-Funded Warrants. Each ADS represents 25 Shares.

ASLAN Pharmaceuticals Limited, a Cayman Islands corporation (the “Issuer”).

3 Temasek Avenue

Level 18 Centennial Tower

Singapore 039190

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.”

Ordinary Shares, par value $0.01 per share (the “Shares”).

The Shares are represented by American Depositary Shares (“ADSs”). Each ADS represents 25 Shares.

04522R200 (See Footnote 2 on Cover Page)

As of the close of business on December 31, 2023, the Reporting Persons and a certain Partners managed account (the “Partners Managed Account”) held an aggregate of 52,401,675 Pre-Funded Warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 52,401,675 Shares represented by 2,096,067 ADSs. The Pre-Funded Warrants are currently exercisable and have a nominal exercise price of $0.0001 per Share (or $0.0025 per ADS). The Pre-Funded Warrants may not be exercised to the extent that after giving effect to such exercise the holder (together with its affiliates and any other persons acting as a group together with the holder or any of its affiliates) would beneficially own, as calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), more than 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Pre-Funded Warrants Ownership Limitation”). As of the close of business on December 31, 2023, the Pre-Funded Warrants Ownership Limitation limits the aggregate exercise of the Pre-Funded Warrants held by the Reporting Persons and the Partners Managed Account to 17,095,000 Shares (or 683,800 ADSs) out of the 52,401,675 Shares (or 2,096,067 ADSs) underlying the Pre-Funded Warrants held by them.

As of the close of business on December 31, 2023, the Reporting Persons and the Partners Managed Account held an aggregate of 42,944,775 Tranche 2A Warrants (the “Tranche 2A Warrants”) exercisable for an aggregate of 42,944,775 Shares represented by 1,717,791 ADSs or under certain circumstances Pre-Funded Warrants to purchase the same number of Shares or ADSs. The Tranche 2A Warrants are exercisable upon issuance until 60 days after the public announcement of topline interim data from the Issuer’s planned Phase 2 proof of concept trial investigating farudodstat (the “farudodstat announcement”) at an exercise price of $8.15 per ADS. The Tranche 2A Warrants may not be exercised (other than for Pre-Funded Warrants) to the extent that after giving effect to such exercise the holder (together with its affiliates and any other persons acting as a group together with the holder or any of its affiliates) would beneficially own, as calculated in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Tranche 2A Warrants Ownership Limitation”). As of the close of business on December 31, 2023, the Tranche 2A Warrants Ownership Limitation prohibits the exercise of all of the Tranche 2A Warrants held by the Reporting Persons and the Partners Managed Account into Shares.

As of the close of business on December 31, 2023, the Reporting Persons and the Partners Managed Account held 42,944,775 Tranche 2B Warrants (the “Tranche 2B Warrants”) exercisable for an aggregate of 42,944,775 Shares represented by 1,717,791 ADSs or under certain circumstances Pre-Funded Warrants to purchase the same number of Shares or ADSs. The Tranche 2B Warrants are exercisable within 60 days after the farudodstat announcement at an exercise price based on the higher of $8.15 per ADS and a 50% discount to the ADS VWAP measured across a specified period after the farudodstat announcement. The Tranche 2B Warrants may not be exercised (other than for Pre-Funded Warrants) to the extent that after giving effect to such exercise the holder (together with its affiliates and any other persons acting as a group together with the holder or any of its affiliates) would beneficially own, as calculated in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Tranche 2B Warrants Ownership Limitation”). As of the close of business on December 31, 2023, the Tranche 2B Warrants Ownership Limitation prohibits the exercise of all of the Tranche 2B Warrants held by the Reporting Persons and the Partners Managed Account into Shares.

As of the close of business on December 31, 2023, (i) BVF beneficially owned 31,119,650 Shares, including 17,095,000 Shares underlying 17,095,000 Pre-Funded Warrants held by it and excluding (a) 10,901,775 Shares underlying 10,901,775 Pre-Funded Warrants held by it, (b) 22,944,200 Shares underlying 22,944,200 Tranche 2A Warrants held by it, and (c) 22,944,200 Shares underlying 22,944,200 Tranche 2B Warrants held by it, (ii) BVF2 beneficially owned 10,646,675 Shares, excluding (a) 21,253,475 Shares underlying 21,253,475 Pre-Funded Warrants held by it, (b) 17,417,875 Shares underlying 17,417,875 Tranche 2A Warrants held by it, and (c) 17,417,875 Shares underlying 17,417,875 Tranche 2B Warrants held by it, and (iii) Trading Fund OS beneficially owned 1,217,475 Shares, excluding (a) 2,430,425 Shares underlying 2,430,425 Pre-Funded Warrants held by it, (b) 1,991,825 Shares underlying 1,991,825 Tranche 2A Warrants held by it, and (c) 1,991,825 Shares underlying 1,991,825 Tranche 2B Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 31,119,650 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 10,646,675 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 1,217,475 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 41,766,325 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 43,344,975 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 361,175 Shares held in the Partners Managed Account, and excluding (a) 721,000 Shares underlying 721,000 Pre-Funded Warrants held by it, (b) 590,875 Shares underlying 590,875 Tranche 2A Warrants held by it, and (c) 590,875 Shares underlying 590,875 Tranche 2B Warrants held by it.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 43,344,975 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 43,344,975 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 on a denominator which is the sum of: (i) 416,811,380 Shares outstanding as of June 30, 2023, which is the total number of Shares outstanding as disclosed in Exhibit 99.2 to the Issuer’s Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission on August 11, 2023, and (ii) 17,095,000 Shares underlying certain Pre-Funded Warrants held by the Reporting Persons, as applicable.

As of the close of business on December 31, 2023 (i) BVF beneficially owned approximately 7.2% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 2.6% 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 7.2% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 2.6% 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 9.6% 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 the Schedule 13G filed with the Securities and Exchange Commission on March 6, 2023.

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: February 14, 2024