MTEM Molecular Templates Inc

(1) Includes 128,000 Shares (as defined below) currently issuable upon the conversion of certain Series A Convertible Preferred (as defined below).

(1) Includes 128,000 Shares currently issuable upon the conversion of certain Series A Convertible Preferred.

(1) Includes 104,000 Shares currently issuable upon the conversion of certain Series A Convertible Preferred.

(1) Includes 104,000 Shares currently issuable upon the conversion of certain Series A Convertible Preferred.

(1) Includes 18,000 Shares currently issuable upon the conversion of certain Series A Convertible Preferred.

(1) Includes 18,000 Shares currently issuable upon the conversion of certain Series A Convertible Preferred.

(1) Includes 232,000 Shares currently issuable upon the conversion of certain Series A Convertible Preferred.

(1) Includes 250,000 Shares currently issuable upon the conversion of certain Series A Convertible Preferred.

(1) Includes 250,000 Shares currently issuable upon the conversion of certain Series A Convertible Preferred.

(1) Includes 250,000 Shares currently issuable upon the conversion of certain Series A Convertible Preferred.

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”)

608550109

As of the close of business on December 31, 2022, the Reporting Persons held 250 shares of Series A Convertible Preferred Stock (the “Series A Convertible Preferred”) convertible for an aggregate of 250,000 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 December 31, 2022, the Series A Blocker does not limit the conversion of any of the Series A Convertible Preferred owned by the Reporting Persons.

As of the close of business on December 31, 2022, the Reporting Persons held 362,064 warrants, exercisable for an aggregate of 362,064 Shares (the “Warrants”). The Warrants have an exercise price of $6.8423 per share and expire on August 1, 2024. The Warrants are only exercisable to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would not beneficially own more than 4.99% of the outstanding Shares after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Warrants (the “Beneficial Ownership Limitation”). As of December 31, 2022, the Beneficial Ownership Limitation limits the aggregate exercise of the Warrants by the Reporting Persons to 0 out of the 362,064 Shares underlying the Warrants owned by the Reporting Persons in the aggregate.

As of the close of business on December 31, 2022, (i) BVF beneficially owned 2,832,414 Shares, including 128,000 Shares issuable upon the conversion of certain Series A Convertible Preferred and excluding 168,508 Shares underlying certain Warrants held by it, (ii) BVF2 beneficially owned 2,085,580 Shares, including 104,000 Shares issuable upon the conversion of certain Series A Convertible Preferred and excluding 108,536 Shares underlying certain Warrants held by it, and (iii) Trading Fund OS beneficially owned 250,575 Shares, including 18,000 Shares issuable upon the conversion of certain Series A Convertible Preferred and excluding 30,190 Shares underlying certain Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 2,832,414 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,085,580 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 250,575 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 4,917,994 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 5,246,565 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in certain Partners managed accounts (the “Partners Managed Accounts”), including 77,996 Shares held in the Partners Managed Accounts, excluding 54,830 Shares underlying certain Warrants held in the Partners Managed Accounts.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 5,246,565 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 5,246,565 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 Accounts, 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) 56,351,647 Shares outstanding as of November 7, 2022, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022, and (ii) certain or all of the 250,000 Shares issuable upon the conversion of the Series A Convertible Preferred, as applicable.

As of the close of business on December 31, 2022, (i) BVF beneficially owned approximately 5.0% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.7% 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 5.0% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.7% 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 8.7% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.3% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Accounts).

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 Accounts.

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: February 14, 2023