Amended Statement of Ownership (sc 13g/a)
15 February 2023 - 9:30AM
Edgar (US Regulatory)
| |
UNITED
STATES |
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| |
SECURITIES
AND EXCHANGE COMMISSION |
|
| |
Washington,
D.C. 20549 |
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| |
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AXSOME THERAPEUTICS,
INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
05464T104
(CUSIP Number)
December 31,
2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| o |
Rule
13d-1(b) |
| x |
Rule
13d-1(c) |
| o |
Rule
13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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. 05464T104 |
| |
| |
1. |
Name
of Reporting Persons
Venrock Healthcare Capital Partners II, L.P. |
| |
| |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x(1) |
| |
|
(b) |
¨ |
| |
| |
3. |
SEC
Use Only |
| |
| |
4. |
Citizenship
or Place of Organization
Delaware |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
| |
| 6. |
Shared
Voting Power
0 |
| |
| 7. |
Sole
Dispositive Power
0 |
| |
| 8. |
Shared
Dispositive Power
0 |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
0.0% |
| |
| |
12. |
Type
of Reporting Person (See Instructions)
PN |
| |
|
|
|
|
|
| |
|
|
|
|
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| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital
Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II
Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”),
VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management
II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”),
VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest
(“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh”
and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III
and Shah, the “Reporting Persons).” |
| CUSIP
No. 05464T104 |
| |
| |
1. |
Name
of Reporting Persons
VHCP Co-Investment Holdings II, LLC |
| |
| |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x(1) |
| |
|
(b) |
¨ |
| |
| |
3. |
SEC
Use Only |
| |
| |
4. |
Citizenship
or Place of Organization
Delaware |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
| |
| 6. |
Shared
Voting Power
0 |
| |
| 7. |
Sole
Dispositive Power
0 |
| |
| 8. |
Shared
Dispositive Power
0 |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
0.0% |
| |
| |
12. |
Type
of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital
Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II
Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”),
VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management
II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”),
VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest
(“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh”
and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III
and Shah, the “Reporting Persons).” |
| CUSIP
No. 05464T104 |
| |
| |
1. |
Name
of Reporting Persons
Venrock Healthcare Capital Partners III, L.P. |
| |
| |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x(1) |
| |
|
(b) |
¨ |
| |
| |
3. |
SEC
Use Only |
| |
| |
4. |
Citizenship
or Place of Organization
Delaware |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
| |
| 6. |
Shared
Voting Power
0 |
| |
| 7. |
Sole
Dispositive Power
0 |
| |
| 8. |
Shared
Dispositive Power
0 |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
0.0% |
| |
| |
12. |
Type
of Reporting Person (See Instructions)
PN |
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital
Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II
Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”),
VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management
II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”),
VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest
(“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh”
and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III
and Shah, the “Reporting Persons).” |
| CUSIP
No. 05464T104 |
| |
| |
1. |
Name
of Reporting Persons
VHCP Co-Investment Holdings III, LLC |
| |
| |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x(1) |
| |
|
(b) |
¨ |
| |
| |
3. |
SEC
Use Only |
| |
| |
4. |
Citizenship
or Place of Organization
Delaware |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
| |
| 6. |
Shared
Voting Power
0 |
| |
| 7. |
Sole
Dispositive Power
0 |
| |
| 8. |
Shared
Dispositive Power
0 |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
0.0% |
| |
| |
12. |
Type
of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital
Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II
Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”),
VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management
II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”),
VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest
(“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh”
and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III
and Shah, the “Reporting Persons).” |
| CUSIP
No. 05464T104 |
| |
| |
1. |
Name
of Reporting Persons
VHCP Management II, LLC |
| |
| |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x(1) |
| |
|
(b) |
¨ |
| |
| |
3. |
SEC
Use Only |
| |
| |
4. |
Citizenship
or Place of Organization
Delaware |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
| |
| 6. |
Shared
Voting Power
0 |
| |
| 7. |
Sole
Dispositive Power
0 |
| |
| 8. |
Shared
Dispositive Power
0 |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
0.0% |
| |
| |
12. |
Type
of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital
Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II
Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”),
VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management
II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”),
VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest
(“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh”
and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III
and Shah, the “Reporting Persons).” |
| CUSIP
No. 05464T104 |
| |
| |
1. |
Name
of Reporting Persons
VHCP Management III, LLC |
| |
| |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x(1) |
| |
|
(b) |
¨ |
| |
| |
3. |
SEC
Use Only |
| |
| |
4. |
Citizenship
or Place of Organization
Delaware |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
| |
| 6. |
Shared
Voting Power
0 |
| |
| 7. |
Sole
Dispositive Power
0 |
| |
| 8. |
Shared
Dispositive Power
0 |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
0.0% |
| |
| |
12. |
Type
of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital
Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II
Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”),
VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management
II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”),
VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest
(“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh”
and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III
and Shah, the “Reporting Persons).” |
| CUSIP
No. 05464T104 |
| |
| |
1. |
Name
of Reporting Persons
Shah, Nimish |
| |
| |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x(1) |
| |
|
(b) |
¨ |
| |
| |
3. |
SEC
Use Only |
| |
| |
4. |
Citizenship
or Place of Organization
United States |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
| |
| 6. |
Shared
Voting Power
0 |
| |
| 7. |
Sole
Dispositive Power
0 |
| |
| 8. |
Shared
Dispositive Power
0 |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
0.0% |
| |
| |
12. |
Type
of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital
Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II
Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”),
VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management
II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”),
VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest
(“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh”
and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III
and Shah, the “Reporting Persons).” |
| CUSIP
No. 05464T104 |
| |
| |
1. |
Name
of Reporting Persons
Koh, Bong |
| |
| |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x(1) |
| |
|
(b) |
¨ |
| |
| |
3. |
SEC
Use Only |
| |
| |
4. |
Citizenship
or Place of Organization
United States |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
| |
| 6. |
Shared
Voting Power
0 |
| |
| 7. |
Sole
Dispositive Power
0 |
| |
| 8. |
Shared
Dispositive Power
0 |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
0.0% |
| |
| |
12. |
Type
of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital
Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II
Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”),
VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management
II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”),
VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest
(“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh”
and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III
and Shah, the “Reporting Persons).” |
Introductory Note: This Schedule 13G/A is filed on behalf of (i) Venrock
Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II”),
VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP-II Co-Invest”),
Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP-III”),
VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP-III
Co-Invest”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCPM-II”),
VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCPM-III”), Nimish
Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest,
VHCPM-II, VHCPM-III and Shah, the “Reporting Persons”) in respect of Common Stock of Axsome Therapeutics, Inc.
| Item 1. |
| |
| |
(a) |
Name
of Issuer
Axsome Therapeutics, Inc. |
| |
(b) |
Address of Issuer’s Principal Executive Offices
200 Broadway, 3rd Floor
New York, NY 10038 |
| |
| Item 2. |
| |
| |
(a) |
Name of Person Filing
Venrock Healthcare Capital Partners II, L.P.
VHCP Co-Investment Holdings II, LLC
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
VHCP Management II, LLC
VHCP Management III, LLC
Nimish Shah
Bong Koh
|
| |
(b) |
Address
of Principal Business Office or, if none, Residence |
| |
|
|
|
|
| |
|
New
York Office: |
Palo
Alto Office: |
|
| |
|
|
|
|
| |
|
7
Bryant Park |
3340
Hillview Avenue |
|
| |
|
23rd
Floor |
Palo
Alto, CA 94304 |
|
| |
|
New
York, NY 10018 |
|
|
| |
(c) |
Citizenship
All of the Venrock Entities were organized in Delaware. The individuals
are both United States citizens. |
| |
(d) |
Title of Class of Securities
Common Stock |
| |
(e) |
CUSIP Number
05464T104 |
| CUSIP
No. 05464T104 |
| Item
3. |
If this statement
is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| |
|
| |
Not applicable |
| |
|
| Item 4. |
Ownership |
| |
|
| |
(a) |
Amount
beneficially owned as of December 31, 2022: |
| |
|
|
Venrock
Healthcare Capital Partners II, L.P. |
|
0 |
|
|
| |
|
|
VHCP
Co-Investment Holdings II, LLC |
|
0 |
|
|
| |
|
|
Venrock
Healthcare Capital Partners III, L.P. |
|
0 |
|
|
| |
|
|
VHCP
Co-Investment Holdings III, LLC |
|
0 |
|
|
| |
|
|
VHCP
Management II, LLC |
|
0 |
|
|
| |
|
|
VHCP
Management III, LLC |
|
0 |
|
|
| |
|
|
Nimish
Shah |
|
0 |
|
|
| |
|
|
Bong
Koh |
|
0 |
|
|
| |
|
|
| |
(b) |
Percent
of class as of December 31, 2022: |
| |
|
|
Venrock
Healthcare Capital Partners II, L.P. |
|
0.0 |
% |
|
| |
|
|
VHCP
Co-Investment Holdings II, LLC |
|
0.0 |
% |
|
| |
|
|
Venrock
Healthcare Capital Partners III, L.P. |
|
0.0 |
% |
|
| |
|
|
VHCP
Co-Investment Holdings III, LLC |
|
0.0 |
% |
|
| |
|
|
VHCP
Management II, LLC |
|
0.0 |
% |
|
| |
|
|
VHCP
Management III, LLC |
|
0.0 |
% |
|
| |
|
|
Nimish
Shah |
|
0.0 |
% |
|
| |
|
|
Bong
Koh |
|
0.0 |
% |
|
| |
|
|
| |
(c) |
Number
of shares as to which the person has, as of December 31, 2022: |
| |
|
(i) |
Sole
power to vote or to direct the vote |
| |
|
|
Venrock
Healthcare Capital Partners II, L.P. |
|
0 |
|
|
| |
|
|
VHCP
Co-Investment Holdings II, LLC |
|
0 |
|
|
| |
|
|
Venrock
Healthcare Capital Partners III, L.P. |
|
0 |
|
|
| |
|
|
VHCP
Co-Investment Holdings III, LLC |
|
0 |
|
|
| |
|
|
VHCP
Management II, LLC |
|
0 |
|
|
| |
|
|
VHCP
Management III, LLC |
|
0 |
|
|
| |
|
|
Nimish
Shah |
|
0 |
|
|
| |
|
|
Bong
Koh |
|
0 |
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
| |
|
(ii) |
Shared
power to vote or to direct the vote |
| |
|
|
Venrock
Healthcare Capital Partners II, L.P. |
|
0 |
|
|
| |
|
|
VHCP
Co-Investment Holdings II, LLC |
|
0 |
|
|
| |
|
|
Venrock
Healthcare Capital Partners III, L.P. |
|
0 |
|
|
| |
|
|
VHCP
Co-Investment Holdings III, LLC |
|
0 |
|
|
| |
|
|
VHCP
Management II, LLC |
|
0 |
|
|
| |
|
|
VHCP
Management III, LLC |
|
0 |
|
|
| |
|
|
Nimish
Shah |
|
0 |
|
|
| |
|
|
Bong
Koh |
|
0 |
|
|
| |
|
|
|
| |
|
(iii) |
Sole
power to dispose or to direct the disposition of |
| |
|
|
Venrock
Healthcare Capital Partners II, L.P. |
|
0 |
|
|
| |
|
|
VHCP
Co-Investment Holdings II, LLC |
|
0 |
|
|
| |
|
|
Venrock
Healthcare Capital Partners III, L.P. |
|
0 |
|
|
| |
|
|
VHCP
Co-Investment Holdings III, LLC |
|
0 |
|
|
| |
|
|
VHCP
Management II, LLC |
|
0 |
|
|
| |
|
|
VHCP
Management III, LLC |
|
0 |
|
|
| |
|
|
Nimish
Shah |
|
0 |
|
|
| |
|
|
Bong
Koh |
|
0 |
|
|
| |
|
|
|
| |
|
(iv) |
Shared
power to dispose or to direct the disposition of |
| |
|
|
Venrock
Healthcare Capital Partners II, L.P. |
|
0 |
|
|
| |
|
|
VHCP
Co-Investment Holdings II, LLC |
|
0 |
|
|
| |
|
|
Venrock
Healthcare Capital Partners III, L.P. |
|
0 |
|
|
| |
|
|
VHCP
Co-Investment Holdings III, LLC |
|
0 |
|
|
| |
|
|
VHCP
Management II, LLC |
|
0 |
|
|
| |
|
|
VHCP
Management III, LLC |
|
0 |
|
|
| |
|
|
Nimish
Shah |
|
0 |
|
|
| |
|
|
Bong
Koh |
|
0 |
|
|
| |
|
|
|
| |
|
|
|
|
|
|
|
|
| Item 5. |
Ownership of Five Percent or
Less of a Class |
| |
| 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 five percent of the class
of securities, check the following x |
| Item 6. |
Ownership of More than Five Percent
on Behalf of Another Person |
| |
| Not Applicable |
| |
| Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
| |
|
| Not Applicable |
| |
| Item 8. |
Identification and Classification of Members of
the Group |
| |
|
| Not Applicable |
| |
| Item 9. |
Notice of Dissolution of a Group |
| |
|
| Not Applicable |
| |
| Item 10. |
Certification |
| |
|
| 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. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
| Venrock Healthcare Capital Partners
II, L.P. |
|
Venrock Healthcare Capital Partners
III, L.P. |
| |
|
|
|
|
| By: |
VHCP Management II, LLC |
|
By: |
VHCP Management III, LLC |
| Its: |
General Partner |
|
Its: |
General Partner |
| |
|
|
|
|
| By: |
/s/
David L. Stepp |
|
By: |
/s/
David L. Stepp |
| |
Name: |
David L. Stepp |
|
|
Name: |
David L. Stepp |
| |
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
| |
|
|
|
|
|
| VHCP Co-Investment Holdings II, LLC |
|
VHCP Co-Investment Holdings III, LLC |
| |
|
|
|
|
| By: |
VHCP Management II, LLC |
|
By: |
VHCP Management III, LLC |
| Its: |
Manager |
|
Its: |
Manager |
| |
|
|
|
|
| By: |
/s/
David L. Stepp |
|
By: |
/s/
David L. Stepp |
| |
Name: |
David L. Stepp |
|
|
Name: |
David L. Stepp |
| |
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
| |
|
|
|
|
|
| VHCP Management II, LLC |
|
VHCP Management III, LLC |
| |
|
|
|
|
| By: |
/s/
David L. Stepp |
|
By: |
/s/
David L. Stepp |
| |
Name: |
David L. Stepp |
|
|
Name: |
David L. Stepp |
| |
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
| |
|
|
|
|
|
| Nimish Shah |
|
Bong Koh |
| |
|
|
|
|
| By: |
/s/
David L. Stepp |
|
By: |
/s/
David L. Stepp |
| |
David L. Stepp, as attorney-in-fact |
|
|
David L. Stepp, as attorney-in-fact |
| |
|
|
|
|
| Venrock
Opportunities Fund, L.P. |
|
Venrock
Opportunities Management, LLC |
| |
|
|
|
|
| By: |
Venrock Opportunities
Management, LLC |
|
By: |
/s/
David L. Stepp |
| Its: |
General Partner |
|
|
Name: |
David L. Stepp |
| |
|
|
|
Its: |
Authorized Signatory |
| By: |
/s/
David L. Stepp |
|
|
|
| |
Name: |
David L. Stepp |
|
|
|
|
| |
Its: |
Authorized Signatory |
|
|
|
|
EXHIBITS
A: Joint Filing Agreement (incorporated by reference to Exhibit A
to Schedule 13G filed January 28, 2019)
B: Power of Attorney for Nimish Shah (incorporated by reference to
Exhibit B to Schedule 13G filed January 28, 2019)
C: Power of Attorney for Bong Koh (incorporated by reference to Exhibit
C to Schedule 13G filed January 28, 2019)
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