WASHINGTON, D.C. 20549
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 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.
This 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. 88369M101
|
13D
|
Page 2 of 12
|
1
|
NAME OF REPORTING PERSON
Foresite
Capital Fund V, L.P. (“FCF V”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,212,732 shares, except that Foresite Capital Management V, LLC (“FCM
V”), the general partner of FCF V, may be deemed to have sole power to vote these shares, and James B. Tananbaum (“Tananbaum”),
the managing member of FCM V, may be deemed to have sole power to vote these shares.
|
8
|
SHARED VOTING
POWER
See response to row 7.
|
9
|
SOLE DISPOSITIVE
POWER
3,212,732 shares, except that FCM V, the general partner of FCF V, may be deemed
to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose
of these shares.
|
10
|
SHARED DISPOSITIVE
POWER
See response to row 9.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,212,732
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
8.6%
*
|
14
|
TYPE OF REPORTING PERSON
|
PN
|
*
|
This percentage is calculated based upon 37,530,660 shares of common stock outstanding of Theseus
Pharmaceuticals, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus
filed with the Securities and Exchange Commission (“SEC”) on October 7, 2021.
|
CUSIP NO. 88369M101
|
13D
|
Page 3 of 12
|
1
|
NAME OF REPORTING PERSON
Foresite Capital Management V, LLC (“FCM V”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,212,732 shares, all of which are directly
owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to vote these shares,
and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares.
|
8
|
SHARED
VOTING POWER
See response to row 7.
|
9
|
SOLE
DISPOSITIVE POWER
3,212,732 shares, all of which are directly
owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these
shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these
shares.
|
10
|
SHARED
DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,212,732
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW 11 EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
8.6%
*
|
14
|
TYPE
OF REPORTING PERSON
|
OO
|
*
|
This percentage is calculated based upon 37,530,660 shares of common stock outstanding of Theseus
Pharmaceuticals, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus
filed with the Securities and Exchange Commission (“SEC”) on October 7, 2021.
|
CUSIP NO. 88369M101
|
13D
|
Page 4 of 12
|
1
|
NAME
OF REPORTING PERSON
Foresite
Capital Opportunity Fund V, L.P. (“FCOF V”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
468,820 shares, except that Foresite Capital Opportunity Management V, LLC (“FCOM V”), the general partner of FCOF V,
may be deemed to have sole power to vote these shares, and James B. Tananbaum (“Tananbaum”), the managing member of FCOM
V, may be deemed to have sole power to vote these shares.
|
8
|
SHARED
VOTING POWER
See response to row 7.
|
9
|
SOLE
DISPOSITIVE POWER
468,820 shares, except that FCOM V, the general partner of FCOF V, may be deemed to have sole power to dispose of these shares, and
Tananbaum, the managing member of FCOM V, may be deemed to have sole power to dispose of these shares.
|
10
|
SHARED
DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
468,820
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW 11 EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
1.2%
*
|
14
|
TYPE
OF REPORTING PERSON
|
PN
|
*
|
This percentage is calculated based upon 37,530,660 shares of common stock outstanding of Theseus
Pharmaceuticals, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus
filed with the Securities and Exchange Commission (“SEC”) on October 7, 2021.
|
CUSIP NO. 88369M101
|
13D
|
Page 5 of 12
|
1
|
NAME
OF REPORTING PERSON
Foresite
Capital Opportunity Management V, LLC (“FCOM V”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
468,820 shares, all of which are directly owned by FCOF V. FCOM V, the general partner of FCOF V, may be deemed to have sole power
to vote these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to vote these shares.
|
8
|
SHARED
VOTING POWER
See response to row 7.
|
9
|
SOLE
DISPOSITIVE POWER
468,820 shares, all of which are directly owned by FCOF V. FCOM V,
the general partner of FCOF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCOM
V, may be deemed to have sole power to dispose of these shares.
|
10
|
SHARED
DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
468,820
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW 11 EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
1.2% *
|
14
|
TYPE
OF REPORTING PERSON
|
OO
|
*
|
This percentage is calculated based upon 37,530,660 shares of common stock outstanding of Theseus
Pharmaceuticals, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus
filed with the Securities and Exchange Commission (“SEC”) on October 7, 2021.
|
CUSIP NO. 88369M101
|
13D
|
Page 6 of 12
|
1
|
NAME
OF REPORTING PERSON
James
B. Tananbaum (“Tananbaum”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,681,552 shares, of which 3,212,732 shares are directly owned by Foresite Capital Fund V, L.P. (“FCF V”) and 468,820
shares are directly owned by Foresite Capital Opportunity Fund V, L.P. (“FCOF V”). Tananbaum is the managing member of
each of Foresite Capital Management V, LLC (“FCM V”), which is the general partner of FCF V; and Foresite Capital Opportunity
Management V, LLC (“FCOM V”), which is the general partner of FCOF V. Tananbaum may be deemed to have sole power to vote
these shares.
|
8
|
SHARED
VOTING POWER
See response to row 7.
|
9
|
SOLE
DISPOSITIVE POWER
3,681,552 shares, of which 3,212,732 shares are directly owned by FCF V and 468,820 shares are directly owned by FCOF V. Tananbaum
is the managing member of each of FCM V, which is the general partner of FCF V; and FCOM V, which is the general partner of FCOF
V. Tananbaum may be deemed to have sole power to dispose of these shares.
|
10
|
SHARED
DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,681,552
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW 11 EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
9.8% *
|
14
|
TYPE
OF REPORTING PERSON
|
IN
|
*
|
This percentage is calculated based upon 37,530,660 shares of common stock outstanding of Theseus
Pharmaceuticals, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus
filed with the Securities and Exchange Commission (“SEC”) on October 7, 2021.
|
CUSIP NO. 88369M101
|
13D
|
Page 7 of 12
|
Statement on Schedule 13D
This
Statement on Schedule 13D relates to the beneficial ownership of Common Stock of Theseus Pharmaceuticals, Inc., a corporation
organized under the laws of the state of Delaware (“Issuer”). This Schedule 13D is being filed by Foresite Capital Fund V,
L.P. (“FCF V”), Foresite Capital Management V, LLC (“FCM V”), Foresite Capital Opportunity Fund V, L.P. (“FCOF
V”), Foresite Capital Opportunity Management V, LLC (“FCOM V”), James B. Tananbaum (“Tananbaum” and together
with FCF V, FCM V, FCOF V and FCOM V, the “Reporting Persons”).
|
ITEM 1.
|
SECURITY AND ISSUER.
|
(a) The
class of equity securities to which this statement relates is the Common Stock of the Issuer.
(b) The
Issuer’s principal executive offices are located at 245 Main Street, Cambridge, MA 02142.
|
ITEM 2.
|
IDENTITY AND BACKGROUND.
|
(a) The
persons and entities filing this Schedule 13D are FCF V, FCM V, FCOF V, FCOM V and Tananbaum. FCM V, the general partner of FCF V, may
be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by FCF V. FCOM V, the general partner
of FCOF V, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by FCOF V. Tananbaum,
the managing member of each of FCM V and FCOM V, may be deemed to have sole power to vote and sole power to dispose of shares of the
Issuer directly owned by FCF V and FCOF V.
(b) The
address of the principal place of business for each of the Reporting Persons is c/o Foresite Capital Management, LLC, 900 Larkspur Landing
Circle, Suite 150, Larkspur, CA 94939.
(c) The
principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of each of FCF
V and FCOF V is to make investments in private and public companies. The principal business of FCM V is to serve as the general partner
of FCF V and the principal business of FCOM V is to serve as the general partner of FCOF V. Tananbaum is the managing member of each
of FCM V and FCOM V.
(d) During
the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to 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.
(f) Each
of FCF V and FCOF V is a Delaware limited partnership. Each of FCM V and FCOM V is a Delaware limited liability company. Tananbaum is
a U.S. citizen.
|
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
|
Direct Purchase of Series B Preferred Stock
On January 22, 2021, FCF V and FCOF V entered
into a Series B Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which FCF V purchased
3,836,601 shares of Series B Preferred Stock from the Issuer for $8.6561 per share, or $33,210,001.92 in the aggregate, and FCOF V purchased
206,790 shares of Series B Preferred Stock from the Issuer for $8.6561 per share, or $1,789,994.92 in the aggregate.
CUSIP NO. 88369M101
|
13D
|
Page 8 of 12
|
Reverse Stock Split and Conversion
On September 27, 2021, the Issuer effected a
1-for-1.32286 reverse stock split of its issued and outstanding Common Stock, Series A Preferred Stock and Series B Preferred Stock,
as a result of which FCF V held 2,900,232 shares of Series B Preferred Stock of the Issuer; and FCOF V held 156,320 shares of Series
B Preferred Stock of the Issuer.
In connection with the closing of the Issuer’s
initial public offering on October 7, 2021 (the “Initial Offering”), each share of the Issuer’s Series A Preferred
Stock was automatically converted into one share of the Issuer’s Common Stock; and each share of the Issuer’s Series B Preferred
Stock was automatically converted into one share of the Issuer’s Common Stock. Consequently, FCF V’s 2,900,232 shares of
Series B Preferred Stock were converted into 2,900,232 shares of Common Stock; and FCOF V’s 156,320 shares of Series B Preferred
Stock were converted into 156,320 shares of Common Stock.
Purchase in Initial Offering
On October 7, 2021, FCF V purchased 312,500 shares
of the Issuer’s Common Stock from the underwriters in the Initial Offering for $16.00 per share, or $5,000,000.00 in the aggregate;
and FCOF V purchased 312,500 shares of the Issuer’s Common Stock from the underwriters in the Initial Offering for $16.00 per share,
or $5,000,000.00 in the aggregate. Such purchases occurred pursuant to and on the terms set forth in the Issuer’s Prospectus filed
pursuant to Rule 424(b)(4) on October 7, 2021 with the Securities and Exchange Commission (File No. 333-259549) (the “Prospectus”).
Source of Funds
The source of the funds for all purchases and
acquisitions by FCF V and FCOF V was from working capital.
No part of the purchase price was borrowed by
FCF V or FCOF V for the purpose of acquiring any securities discussed in this Item 3.
|
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
The
Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting
Persons may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the Common Stock
held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held
by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent
upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general
market and economic conditions; ongoing evaluation of the Issuer's business, financial condition, operations and prospects; the relative
attractiveness of alternative business and investment opportunities; and other future developments.
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE
ISSUER.
|
(a,b) Regarding
aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see
Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting
Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose
of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover
page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 37,530,660
shares of Common Stock outstanding immediately after the Initial Offering, as reported in the Issuer’s Prospectus.
CUSIP NO. 88369M101
|
13D
|
Page 9 of 12
|
(c) Except
as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the securities of the Issuer during the past
60 days.
(d) Under
certain circumstances set forth in the limited partnership agreement of each of FCF V and FCOF V and the limited liability company agreement
of each of FCM V and FCOM V the partners or members, as the case may be, of each of such entities may be deemed to have the right to
receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which
they are a partner or member.
(e) Not
applicable.
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
In
connection with the issuance of the Series B Preferred Stock of the Issuer, the Issuer, FCF V, FCOF V and certain other investors entered
into an Amended and Restated Investors’ Rights Agreement dated January 22, 2021 (the “Rights Agreement”). The Rights
Agreement grants to FCF V, FCOF V and certain other parties thereto certain rights including demand registration rights, piggyback registration
rights and Form S-3 registration rights. Such registration rights will expire, with respect to any particular stockholder, upon the earlier
of: (a) five (5) years following the consummation of the Initial Offering (as defined therein) or a Direct Listing (as defined therein),
whichever occurs first, (b) as to any stockholder, such earlier time after the Initial Offering or a Direct Listing at which such Holder
(i) can sell all shares held by it in compliance with Rule 144(b)(1)(i) of the Securities Act of 1933 or (ii) holds one percent (1%)
or less of the Issuer’s outstanding Common Stock and all Registrable Securities (as defined therein) held by such stockholder (together
with any affiliate of such stockholder with whom such stockholder must aggregate its sales under Rule 144) can be sold in any three (3)
month period without registration in compliance with Rule 144 or (c) after the consummation of a Liquidation Event (as defined therein).
The rights set forth in the Rights Agreement are more fully described in the Prospectus and incorporated herein by reference.
FCF
V and FCOF V entered into a letter agreement with Jefferies LLC, SVB Leerink LLC and Cantor Fitzgerald & Co., as representatives
of the underwriters, on July 26, 2021 (together, the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, FCF V and
FCOF V agreed that they would not, without the prior written consent of the underwriters and subject to limited exceptions, (i) sell,
offer to sell, contract to sell or lend any shares of Common Stock or any options or warrants or other rights to acquire shares of Common
Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, warrants or other securities,
collectively, “Derivative Instruments”), or to acquire other securities or rights ultimately exchangeable or exercisable
for or convertible into shares of Common Stock, effect any short sale or establish or increase a Put Equivalent Position (as defined
in the Lock-Up Agreement) or liquidate or decrease any Call Equivalent Position (as defined in the Lock-Up Agreement), pledge, hypothecate
or grant any security interest in any shares of Common Stock or Derivative Instruments or in any other way transfer or dispose of, in
each case whether effected directly or indirectly, shares of Common Stock or Derivative Instruments, (ii) enter into any swap, hedge
or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of shares of Common Stock or
Derivative Instruments, regardless of whether any such transaction is to be settled in securities, in cash or otherwise, (iii) make any
demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any shares of Common
Stock or Derivative Instruments, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment
or supplement thereto) with respect to any such registration, or (iv) publicly announce any intention to do any of the foregoing.
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
EXHIBIT
A
|
Agreement
of Joint Filing.
|
EXHIBIT
B
|
Amended
and Restated Investors’ Rights Agreement, filed on September 15, 2021 as Exhibit 4.2 to the Issuer’s Registration Statement
on Form S-1 (File No. 333-259549), and incorporated herein by reference.
|
EXHIBIT
C
|
Form
of Lock-Up Agreement, filed as Exhibit A to the Underwriting Agreement filed on September 15, 2021 as Exhibit 1.1 to the Issuer’s
Registration Statement on Form S-1 (File No. 333-259549), and incorporated herein by reference.
|
CUSIP NO. 88369M101
|
13D
|
Page 10 of 12
|
SIGNATURES
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.
Date: October 18, 2021
|
FORESITE CAPITAL FUND V, L.P.
|
|
By:
|
Foresite Capital Management V, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James B. Tananbaum
|
|
|
James B. Tananbaum
|
|
|
Managing Member
|
|
FORESITE CAPITAL MANAGEMENT V, LLC
|
|
By:
|
/s/ James B. Tananbaum
|
|
|
James B. Tananbaum
|
|
|
Managing Member
|
|
FORESITE CAPITAL OPPORTUNITY FUND V, L.P.
|
|
|
|
|
By:
|
Foresite
Capital Opportunity Management V, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James B. Tananbaum
|
|
|
James B. Tananbaum
|
|
|
Managing Member
|
|
FORESITE
CAPITAL OPPORTUNITY MANAGEMENT V, LLC
|
|
|
|
|
By:
|
/s/ James B. Tananbaum
|
|
|
James B. Tananbaum
|
|
|
Managing Member
|
|
JAMES B. TANANBAUM
|
|
|
|
/s/
James B. Tananbaum
|
CUSIP NO. 88369M101
|
13D
|
Page 11 of 12
|
EXHIBIT INDEX
Exhibit
|
|
Description
|
|
|
|
A
|
|
Agreement of Joint Filing
|
B
|
|
Amended and Restated Investors’ Rights Agreement,
filed on September 15, 2021 as Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-259549), and
incorporated herein by reference.
|
C
|
|
Form of Lock-Up Agreement, filed as Exhibit A to the
Underwriting Agreement filed on September 15, 2021 as Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1 (File
No. 333-259549), and incorporated herein by reference.
|
CUSIP NO. 88369M101
|
13D
|
Page 12 of 12
|
exhibit
A
Agreement of Joint Filing
The undersigned hereby agree
that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Theseus Pharmaceuticals, Inc. shall be filed on
behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Date: October 18, 2021
|
FORESITE CAPITAL FUND V, L.P.
|
|
By:
|
Foresite Capital Management V, LLC
|
|
Its:
|
General Partner
|
|
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By:
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/s/ James B. Tananbaum
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James B. Tananbaum
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Managing Member
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FORESITE CAPITAL MANAGEMENT V, LLC
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By:
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/s/ James B. Tananbaum
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James B. Tananbaum
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Managing Member
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FORESITE CAPITAL OPPORTUNITY FUND V, L.P.
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By:
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Foresite
Capital Opportunity Management V, LLC
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Its:
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General Partner
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By:
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/s/ James B. Tananbaum
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James B. Tananbaum
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Managing Member
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FORESITE
CAPITAL OPPORTUNITY MANAGEMENT V, LLC
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By:
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/s/ James B. Tananbaum
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James B. Tananbaum
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Managing Member
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JAMES B. TANANBAUM
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/s/
James B. Tananbaum
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