UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
Synlogic, Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title
of Class of Securities)
87166L209
(CUSIP
Number)
Stephanie Brecher
New
Enterprise Associates
1954
Greenspring Drive, Suite 600
Timonium, MD 21093
(410)
842-4000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May 14, 2024
(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.
*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. 87166L209
|
13D |
Page
2 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
New
Enterprise Associates 14, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
2,922,774 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
2,922,774 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,774 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 87166L209
|
13D |
Page
3 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA
Partners 14, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
2,922,774 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
2,922,774 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,774 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 87166L209
|
13D |
Page
4 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA
14 GP, LTD
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
2,922,774 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
2,922,774 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,774 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
CO
|
|
|
CUSIP
No. 87166L209
|
13D |
Page
5 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Forest
Baskett
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
2,922,774 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
2,922,774 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,774 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 87166L209
|
13D |
Page
6 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Anthony
A. Florence, Jr.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
2,922,774 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
2,922,774 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,774 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 87166L209
|
13D |
Page
7 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Patrick
J. Kerins
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
2,922,774 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
2,922,774 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,774 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 87166L209
|
13D |
Page
8 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Mohamad H. Makhzoumi
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
2,922,774 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
2,922,774 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,774 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 87166L209
|
13D |
Page
9 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Scott
D. Sandell
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
2,922,774 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
2,922,774 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,774 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 87166L209
|
13D |
Page
10 of 17 Pages |
Item
1. Security and Issuer.
This
Amendment No. 5 to Schedule 13D (“Amendment No. 5”) amends and supplements the statement on 13D originally filed on October
14, 2015, Amendment No. 1 thereto filed on May 16, 2017, Amendment No. 2 thereto filed on September 7, 2017, Amendment No. 3 thereto
filed on February 1, 2018, and Amendment No. 4 thereto filed on October 13, 2023, relating to the common stock, $0.001 par value
(“Common Stock”) of Synlogic, Inc. (the “Issuer”) having its principal executive office at 301
Binney St., Suite 402, Cambridge, Massachusetts 02142.
Certain
terms used but not defined in this Amendment No. 5 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1,
Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto). Except as specifically provided herein, this Amendment No. 5 does not
modify any of the information previously reported on the Schedule 13D (including Amendment No. 1, Amendment No. 2, Amendment No. 3 and
Amendment No. 4 thereto).
This
Amendment No. 5 is being filed to report that the beneficial ownership of Common Stock by the Reporting Persons (as defined below) has
decreased by more than 1% as a result of an increase in the number of Common Stock outstanding.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 14, L.P. (“NEA 14”); NEA Partners 14, L.P. (“NEA Partners 14”), which is the sole general
partner of NEA 14; and NEA 14 GP, LTD (“NEA 14 LTD” and together with NEA Partners 14, the “Control Entities”),
which is the sole general partner of NEA Partners 14; and
(b)
Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Patrick J. Kerins (“Kerins”) and
Scott D. Sandell (“Sandell”) (together, the “Directors”), and Mohamad H. Makhzoumi (“Makhzoumi”).
The
Directors are the directors of NEA 14 LTD. Florence, Makhzoumi and Sandell are each a member of the Executive Committee of NEA Management
Company, LLC (the “Executive Committee”).
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of NEA 14, each Control Entity, Kerins and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates,
2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104
5th Avenue, 19th Floor, New York, NY 10011.
The
principal business of NEA 14 is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of NEA Partners 14 is to act as the sole general partner of NEA 14. The principal business of NEA 14 LTD is to act as the sole
general partner of NEA Partners 14. The principal business of each of the Directors and the Executive Committee is to manage the Control
Entities, NEA 14 and a number of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA
14 and NEA Partners 14 are exempted limited partnerships organized under the laws of the Cayman Islands. NEA 14 LTD is an exempted company
organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen. Makhzoumi is a United States Citizen.
CUSIP
No. 87166L209
|
13D |
Page
11 of 17 Pages |
Item
3. Source and Amount of Funds or Other Consideration.
Not
applicable.
Item
4. Purpose of Transaction.
Not
applicable.
Item
5. Interest in Securities of the Issuer.
| (a) | NEA 14 is the record owner of the NEA 14 Shares. As the sole general partner
of NEA 14, NEA Partners 14 may be deemed to own beneficially the NEA 14 Shares. As the sole general partner of NEA Partners 14, NEA
14 LTD may be deemed to own beneficially the NEA 14 Shares. As members of NEA 14 LTD, each of the Directors may be deemed to own beneficially
the NEA 14 Shares. As an individual member of the Executive Committee, which committee has been delegated certain approval rights with
respect to dispositions of the NEA 14 Shares, Makhzoumi may also be deemed to own beneficially the NEA 14 Shares. |
Each Reporting Person disclaims beneficial
ownership of the NEA 14 Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock
of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s
cover sheet. Such percentage was calculated based on the 11,707,011 shares of Common Stock reported to be outstanding as of May 7, 2024
in the Issuer’s Form 10-Q filed on May 14, 2024.
| (b) | Regarding
the number of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared
power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole
power to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared
power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | None of the Reporting Persons has effected any transaction in shares of
Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Not applicable.
Item
7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 87166L209
|
13D |
Page
12 of 17 Pages |
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 16th day of May, 2024.
NEW
ENTERPRISE ASSOCIATES 14, L.P.
| By: | NEA
PARTNERS 14, L.P.
General
Partner |
| By: | NEA
14 GP, LTD
General
Partner |
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 14, L.P.
| By: | NEA
14 GP, LTD
General Partner |
By:
*
Scott
D. Sandell
Director
NEA
14 GP, LTD
By:
*
Scott
D. Sandell
Director
CUSIP
No. 87166L209
|
13D |
Page
13 of 17 Pages |
*
Forest
Baskett
*
Anthony
A. Florence, Jr.
*
Patrick
J. Kerins
*
Scott
D. Sandell
EXECUTIVE COMMITTEE
*
Mohamad H. Makhzoumi
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This Amendment No. 5 to Schedule 13D was executed by Zachary Bambach
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 87166L209
|
13D |
Page
14 of 17 Pages |
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of stock of Synlogic, Inc.
EXECUTED
this 16th day of May, 2024.
NEW
ENTERPRISE ASSOCIATES 14, L.P.
| By: | NEA
PARTNERS 14, L.P.
General
Partner |
| By: | NEA
14 GP, LTD
General
Partner |
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 14, L.P.
| By: | NEA
14 GP, LTD
General Partner |
By:
*
Scott
D. Sandell
Director
NEA
14 GP, LTD
By:
*
Scott
D. Sandell
Director
CUSIP
No. 87166L209
|
13D |
Page
15 of 17 Pages |
*
Forest
Baskett
*
Anthony
A. Florence, Jr.
*
Patrick
J. Kerins
*
Scott
D. Sandell
EXECUTIVE COMMITTEE
*
Mohamad H. Makhzoumi
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This Agreement relating
to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which
is attached hereto as Exhibit 2.
CUSIP
No. 87166L209
|
13D |
Page
16 of 17 Pages |
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher,
and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution,
to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf
of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and
13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of
the undersigned and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by
the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person,
thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day of February, 2024.
| /s/
Peter J. Barris |
|
| Peter
J. Barris |
|
| |
|
| /s/
Forest Baskett |
|
| Forest
Baskett |
|
| |
|
| /s/
Ali Behbahani |
|
| Ali
Behbahani |
|
| |
|
| /s/
Ronald D. Bernal |
|
| Ronald
D. Bernal |
|
| |
|
| /s/
Ann Bordetsky |
|
| Ann
Bordetsky |
|
| |
|
| /s/
Carmen Chang |
|
| Carmen
Chang |
|
| |
|
| /s/
Philip Chopin |
|
| Philip
Chopin |
|
| |
|
| /s/
Anthony A. Florence, Jr. |
|
| Anthony
A. Florence, Jr. |
|
| |
|
| /s/
Jonathan Golden |
|
| Jonathan
Golden |
|
| |
|
| /s/
Scott Gottlieb |
|
| Scott
Gottlieb |
|
CUSIP
No. 87166L209
|
13D |
Page
17 of 17 Pages |
| /s/
Mark Hawkins |
|
| Mark
Hawkins |
|
| |
|
| /s/
Jeffrey R. Immelt |
|
| Jeffrey
R. Immelt |
|
| |
|
| /s/
Aaron Jacobson |
|
| Aaron
Jacobson |
|
| |
|
| /s/
Patrick J. Kerins |
|
| Patrick
J. Kerins |
|
| |
|
| /s/
Hilarie Koplow-McAdams |
|
| Hilarie
Koplow-McAdams |
|
| |
|
| /s/
Vanessa Larco |
|
| Vanessa
Larco |
|
| |
|
| /s/
Julio C. Lopez |
|
| Julio
C. Lopez |
|
| |
|
| /s/
Tiffany Le |
|
| Tiffany
Le |
|
| |
|
| /s/
Mohamad H. Makhzoumi |
|
| Mohamad
H. Makhzoumi |
|
| |
|
| /s/
Edward T. Mathers |
|
| Edward
T. Mathers |
|
| |
|
| /s/
Gregory Papadopoulos |
|
| Gregory
Papadopoulos |
|
| |
|
| /s/
Kavita Patel |
|
| Kavita
Patel |
|
| |
|
| /s/
Scott D. Sandell |
|
| Scott
D. Sandell |
|
| |
|
| /s/
A. Brooke Seawell |
|
| A.
Brooke Seawell |
|
| |
|
| /s/
Peter Sonsini |
|
Peter
Sonsini |
|
| |
|
| /s/
Melissa Taunton |
|
| Melissa
Taunton |
|
| |
|
| /s/
Paul E. Walker |
|
| Paul
E. Walker |
|
| |
|
| /s/
Rick Yang |
|
| Rick
Yang |
|
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