UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(a)
(Amendment No. 5)*
(Name of Issuer)
Common Stock
(Title of Class of Securities)
12674W109
(CUSIP Number)
Rebecca Lucia
5AM Venture Management, LLC
501 2nd Street, Suite 350
San Francisco, CA 94107
(415) 993-8565
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 2022
(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.
¨
* 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.
|
CUSIP No. 12674W109 |
13D |
Page 2 of 11 |
|
1. |
Name of Reporting Persons
5AM Ventures V, L.P.
|
| 2. |
Check the Appropriate Box if a Member of a Group
(see instructions)
|
|
| |
(a) |
¨ |
|
|
(b) |
x(1) |
|
3. |
SEC USE ONLY
|
|
4. |
Source of Funds (see instructions)
WC
|
|
5. |
Check 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
0
|
|
8. |
Shared Voting Power
825,258 shares of Common Stock (2)
|
|
9. |
Sole Dispositive Power
0
|
| 10. |
Shared Dispositive Power
825,258 shares of Common Stock (2)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
825,258 shares of Common Stock (2)
|
|
12. |
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (see instructions)
|
¨ |
|
13. |
Percent of Class Represented by Amount in Row 11
3.3% of Common Stock; 2.8% of Combined Common Stock (3)
|
|
14. |
Type of Reporting Person (see instructions)
PN
|
|
(1) |
This Schedule 13D is filed by 5AM
Partners V, LLC (“5AM Partners V”), 5AM Ventures V, L.P. (“5AM V”),
5AM Opportunities I, L.P. (“5AM Opportunities”), 5AM Opportunities
I (GP), LLC (“5AM Opportunities GP”), Andrew J. Schwab (“Schwab”),
Dr. Kush Parmar (“Dr. Parmar”) and Dr. Scott M.
Rocklage (“Dr. Rocklage” and, with 5AM Partners V, 5AM V, 5AM
Opportunities, 5AM Opportunities GP, Schwab, Dr. Parmar and
Dr. Rocklage, collectively, the “Reporting Persons”). The
Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. |
|
(2) |
These shares are held by 5AM V.
Schwab, Dr. Parmar and Dr. Rocklage, as managing members
of 5AM Partners V, share voting and investment authority over the
shares held by 5AM V. |
|
(3) |
Based on 25,064,629 shares of
voting common stock (“Common Stock”) and 3,912,500 shares of
non-voting common stock (“Non-Voting Common Stock” and, together
with the Common Stock, the “Combined Common Stock”) outstanding as
of March 31, 2022 as set forth in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2022,
filed with the SEC on May 12, 2022. |
|
CUSIP No. 12674W109 |
13D |
Page 3 of 11 |
|
1. |
Name of Reporting Persons
5AM Partners V, LLC
|
| 2. |
Check the Appropriate Box if a Member of a Group
(see instructions) |
|
| |
(a) |
¨ |
|
|
(b) |
x(1) |
|
3. |
SEC USE ONLY
|
|
4. |
Source of Funds (see instructions)
AF
|
|
5. |
Check 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
0
|
|
8. |
Shared Voting Power
825,258 shares of Common Stock (2)
|
|
9. |
Sole Dispositive Power
0
|
| 10. |
Shared Dispositive Power
825,258 shares of Common Stock (2)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
825,258 shares of Common Stock (2)
|
|
12. |
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (see instructions)
|
¨ |
|
13. |
Percent of Class Represented by Amount in Row 11
3.3% of Common Stock; 2.8% of Combined Common Stock (3)
|
|
14. |
Type of Reporting Person (see instructions)
OO
|
|
(1) |
This Schedule 13D is filed by the
Reporting Persons. The Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13D. |
|
(2) |
These shares are held by 5AM V.
Schwab, Dr. Parmar and Dr. Rocklage, as managing members
of 5AM Partners V, share voting and investment authority over the
shares held by 5AM V. |
|
(3) |
Based on 25,064,629 shares of
Common Stock and 3,912,500 shares of Non-Voting Common Stock
outstanding as of as of March 31, 2022 as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
| CUSIP No.
12674W109 |
13D |
Page 4 of 11 |
|
1. |
Name of Reporting
Persons
5AM Opportunities I,
L.P.
|
| 2. |
Check
the Appropriate Box if a Member of a Group (see
instructions) |
|
| |
(a) |
¨ |
|
|
(b) |
x(1) |
|
3. |
SEC
USE ONLY
|
|
4. |
Source of Funds (see
instructions)
WC
|
|
5. |
Check
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
0
|
|
8. |
Shared Voting Power
205,060 shares of Common Stock (2)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
205,060 shares of Common Stock (2)
|
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
205,060 shares of Common
Stock (2)
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
|
¨ |
|
13. |
Percent of Class
Represented by Amount in Row 11
0.8% of Common Stock;
0.7% of Combined Common Stock (3)
|
|
14. |
Type of Reporting Person
(see instructions)
PN
|
|
(1) |
This Schedule 13D is filed by the
Reporting Persons. The Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13D. |
|
(2) |
These shares are held by 5AM
Opportunities. Schwab and Dr. Parmar, as managing members of
5AM Opportunities GP, share voting and investment authority over
the shares held by 5AM Opportunities. |
|
(3) |
Based on 25,064,629 shares of
Common Stock and 3,912,500 shares of Non-Voting Common Stock
outstanding as of as of March 31, 2022 as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
| CUSIP No.
12674W109 |
13D |
Page 5 of 11 |
|
1. |
Name of Reporting
Persons
5AM Opportunities I
(GP), LLC
|
| 2. |
Check
the Appropriate Box if a Member of a Group (see
instructions) |
|
| |
(a) |
¨ |
|
|
(b) |
x(1) |
|
3. |
SEC
USE ONLY
|
|
4. |
Source of Funds (see
instructions)
AF
|
|
5. |
Check
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
0
|
|
8. |
Shared Voting Power
205,060 shares of Common Stock (2)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
205,060 shares of Common Stock (2)
|
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
205,060 shares of Common
Stock (2)
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
|
¨ |
|
13. |
Percent of Class
Represented by Amount in Row 11
0.8% of Common Stock;
0.7% of Combined Common Stock (3)
|
|
14. |
Type of Reporting Person
(see instructions)
OO
|
|
(1) |
This Schedule 13D is filed by the
Reporting Persons. The Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13D. |
|
(2) |
These shares are held by 5AM
Opportunities. Schwab and Dr. Parmar, as managing members of
5AM Opportunities GP, share voting and investment authority over
the shares held by 5AM Opportunities. |
|
(3) |
Based on 25,064,629 shares of
Common Stock and 3,912,500 shares of Non-Voting Common Stock
outstanding as of as of March 31, 2022 as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
| CUSIP No.
12674W109 |
13D |
Page 6 of 11 |
|
1. |
Name of Reporting
Persons
Dr. Kush Parmar
|
| 2. |
Check
the Appropriate Box if a Member of a Group (see
instructions) |
|
| |
(a) |
¨ |
|
|
(b) |
x(1) |
|
3. |
SEC
USE ONLY
|
|
4. |
Source of Funds (see
instructions)
AF
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item
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
|
|
8. |
Shared Voting Power
1,030,318 shares of Common Stock (2)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
1,030,318 shares of Common Stock (2)
|
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,030,318 shares of
Common Stock (2)
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
|
¨ |
|
13. |
Percent of Class
Represented by Amount in Row 11
4.1% of Common Stock;
3.6% of Combined Common Stock (3)
|
|
14. |
Type of Reporting Person
(see instructions)
IN
|
|
(1) |
This Schedule 13D is filed by the
Reporting Persons. The Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13D. |
|
(2) |
Includes (i) 825,258 shares
held by 5AM V; and (ii) 205,060 shares held by 5AM
Opportunities. Dr. Rocklage, Schwab and Dr. Parmar, as
managing members of 5AM Partners V, share voting and investment
authority over the shares held by 5AM V. Schwab and
Dr. Parmar, as managing members of 5AM Opportunities GP, share
voting and investment authority over the shares held by 5AM
Opportunities. |
|
(3) |
Based on 25,064,629 shares of
Common Stock and 3,912,500 shares of Non-Voting Common Stock
outstanding as of as of March 31, 2022 as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
| CUSIP No.
12674W109 |
13D |
Page 7 of 11 |
|
1. |
Name of Reporting Persons
Andrew J. Schwab
|
| 2. |
Check
the Appropriate Box if a Member of a Group (see
instructions) |
|
| |
(a) |
¨ |
|
|
(b) |
x(1) |
|
3. |
SEC
USE ONLY
|
|
4. |
Source of Funds (see
instructions)
AF
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item
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
|
|
8. |
Shared Voting Power
1,030,318 shares of Common Stock (2)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
1,030,318 shares of Common Stock (2)
|
|
11. |
Aggregate Amount Beneficially Owned
by Each Reporting Person
1,030,318 shares of Common Stock (2)
|
|
12. |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
|
¨ |
|
13. |
Percent of Class Represented by
Amount in Row 11
4.1% of Common Stock; 3.6% of
Combined Common Stock (3)
|
|
14. |
Type of Reporting Person (see
instructions)
IN
|
|
(1) |
This Schedule 13D is filed by the
Reporting Persons. The Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13D. |
|
(2) |
Includes (i) 825,258 shares
held by 5AM V; and (ii) 205,060 shares held by 5AM
Opportunities. Schwab, Dr. Rocklage and Dr. Parmar, as
managing members of 5AM Partners V, share voting and investment
authority over the shares held by 5AM V. Schwab and
Dr. Parmar, as managing members of 5AM Opportunities GP, share
voting and investment authority over the shares held by 5AM
Opportunities. |
|
(3) |
Based on 25,064,629 shares of
Common Stock and 3,912,500 shares of Non-Voting Common Stock
outstanding as of as of March 31, 2022 as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
| CUSIP No.
12674W109 |
13D |
Page 8 of 11 |
|
1. |
Name of Reporting Persons
Dr. Scott M. Rocklage
|
| 2. |
Check
the Appropriate Box if a Member of a Group (see
instructions) |
|
| |
(a) |
¨ |
|
|
(b) |
x(1) |
|
3. |
SEC
USE ONLY
|
|
4. |
Source of Funds (see
instructions)
AF
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item
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
|
|
8. |
Shared Voting Power
825,258 shares of Common Stock (2)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
825,258 shares of Common Stock (2)
|
|
11. |
Aggregate Amount Beneficially Owned
by Each Reporting Person
825,258 shares of Common Stock (2)
|
|
12. |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
|
¨ |
|
13. |
Percent of Class Represented by
Amount in Row 11
3.3% of Common Stock; 2.8% of Combined Common Stock (3)
|
|
14. |
Type of Reporting Person (see
instructions)
IN
|
|
(1) |
This Schedule 13D is filed by the
Reporting Persons. The Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13D. |
|
(2) |
The shares held by 5AM V.
Dr. Parmar, Schwab and Dr. Rocklage, as managing members
of 5AM Partners V, share voting and investment authority over the
shares held by 5AM V. |
|
(3) |
Based on 25,064,629 shares of
Common Stock and 3,912,500 shares of Non-Voting Common Stock
outstanding as of as of March 31, 2022 as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
|
CUSIP No. 12674W109 |
13D |
Page 9 of 11 |
Explanatory
Note: This Amendment No. 5 (the “Amendment”), which
further amends the Schedule 13D filed with the Securities and
Exchange Commission (the “SEC”) on November 12, 2019 and
amended on December 14, 2020, January 12, 2021,
September 9, 2021 and November 3, 2021 (as amended, the
“Original Schedule 13D”) is being filed on behalf of 5AM Partners
V, LLC (“5AM Partners V”), 5AM Ventures V, L.P. (“5AM V”), 5AM
Opportunities I, L.P. (“5AM Opportunities”), 5AM Opportunities I
(GP), LLC (“5AM Opportunities GP”), Andrew J. Schwab (“Schwab”),
Dr. Kush Parmar (“Dr. Parmar”) and Dr. Scott M.
Rocklage (“Dr. Rocklage” and, with 5AM Partners V, 5AM V, 5AM
Opportunities, 5AM Opportunities GP, Schwab, Dr. Parmar and
Dr. Rocklage, collectively, the “Reporting Persons”) in
respect of the Voting Common Stock, $0.0001 par value per share
(“Common Stock”), of Cabaletta Bio, Inc., a Delaware
corporation (the “Issuer”). This Amendment is being filed by the
Reporting Persons to report open market sales of Common Stock
between July 22, 2022 and August 2, 2022.
Accordingly, the number of securities beneficially owned by the
Reporting Persons has decreased as described in Items 4 and 5
below.
Items 4 and 5 of the Original Schedule 13D are hereby amended and
supplemented to the extent hereinafter expressly set forth and,
except as amended and supplemented hereby, the Original Schedule
13D remains in full force and effect. All capitalized terms used in
this Amendment but not defined herein shall have the meanings
ascribed thereto in the Original Schedule 13D.
|
Item
4. |
Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and
supplemented by adding the following paragraph at the end of Item
4:
On July 20, 2022, 5AM Ventures V, L.P. sold 38,725 shares of Common
Stock and 5AM Opportunities I, L.P. sold 5,475 shares of Common
Stock, each in open market transactions for $1.52 per share.
On July 21, 2022, 5AM Ventures V, L.P. sold 83,010 shares of Common
Stock and 5AM Opportunities I, L.P. sold 11,737 shares of Common
Stock, each in open market transactions for $1.51 per share.
On July 22, 2022, 5AM Ventures V, L.P. sold 57,605 shares of
Common Stock and 5AM Opportunities I, L.P. sold 8,145 shares of
Common Stock, each in open market transactions for $1.39 per
share.
On July 25, 2022, 5AM Ventures V, L.P. sold 39,690 shares of
Common Stock and 5AM Opportunities I, L.P. sold 5,613 shares of
Common Stock, each in open market transactions for $1.34 per
share.
On July 27, 2022, 5AM Ventures V, L.P. sold 61,328 shares of Common
Stock and 5AM Opportunities I, L.P. sold 8,672 shares of Common
Stock, each in open market transactions for $1.26 per share.
On July 28, 2022, 5AM Ventures V, L.P. sold 144,673 shares of
Common Stock and 5AM Opportunities I, L.P. sold 20,456 shares of
Common Stock, each in open market transactions for $1.21 per
share.
On July 29, 2022, 5AM Ventures V, L.P. sold 30,552 shares of
Common Stock and 5AM Opportunities I, L.P. sold 4,319 shares of
Common Stock, each in open market transactions for $1.12 per
share.
On August 1, 2022, 5AM Ventures V, L.P. sold 70,090 shares of
Common Stock and 5AM Opportunities I, L.P. sold 9,910 shares of
Common Stock, each in open market transactions for $1.17 per
share.
On August 2, 2022, 5AM Ventures V, L.P. sold 380,188 shares of
Common Stock and 5AM Opportunities I, L.P. sold 53,757 shares of
Common Stock, each in open market transactions for $1.22 per
share.
|
CUSIP No. 12674W109 |
13D |
Page 10 of 11 |
|
Item
5. |
Interest in Securities of the
Issuer |
Item 5 of the Original Schedule 13D is hereby amended and
restated in its entirety as follows:
(a) – (b). The following information with respect to the
ownership of the Common Stock of the Issuer by the persons filing
this statement on Schedule 13D is provided as of August 3,
2022:
|
Reporting Persons |
|
Shares
Held
Directly |
|
|
Sole
Voting
Power |
|
|
Shared
Voting
Power(1) |
|
|
Sole
Dispositive
Power |
|
|
Shared
Dispositive
Power (1) |
|
|
Beneficial
Ownership |
|
|
Percentage
of Class (3) |
|
|
Percentage
of
Combined
Common
Stock (4) |
|
| 5AM V |
|
|
825,258 |
|
|
|
0 |
|
|
|
825,258 |
|
|
|
0 |
|
|
|
825,258 |
|
|
|
825,258 |
|
|
|
3.3 |
% |
|
|
2.8 |
% |
| 5AM Partners V
(1) |
|
|
0 |
|
|
|
0 |
|
|
|
825,258 |
|
|
|
0 |
|
|
|
825,258 |
|
|
|
825,258 |
|
|
|
3.3 |
% |
|
|
2.8 |
% |
| 5AM Opportunities |
|
|
205,060 |
|
|
|
0 |
|
|
|
205,060 |
|
|
|
0 |
|
|
|
205,060 |
|
|
|
205,060 |
|
|
|
0.8 |
% |
|
|
0.7 |
% |
| 5AM Opportunities GP
(2) |
|
|
0 |
|
|
|
0 |
|
|
|
205,060 |
|
|
|
0 |
|
|
|
205,060 |
|
|
|
205,060 |
|
|
|
0.8 |
% |
|
|
0.7 |
% |
| Dr. Parmar
(1)(2) |
|
|
0 |
|
|
|
0 |
|
|
|
1,030,318 |
|
|
|
0 |
|
|
|
1,030,318 |
|
|
|
1,030,318 |
|
|
|
4.1 |
% |
|
|
3.6 |
% |
| Schwab (1) (2) |
|
|
0 |
|
|
|
0 |
|
|
|
1,030,318 |
|
|
|
0 |
|
|
|
1,030,318 |
|
|
|
1,030,318 |
|
|
|
4.1 |
% |
|
|
3.6 |
% |
| Dr. Rocklage (1) |
|
|
0 |
|
|
|
0 |
|
|
|
825,258 |
|
|
|
0 |
|
|
|
825,258 |
|
|
|
825,258 |
|
|
|
3.3 |
% |
|
|
2.8 |
% |
|
(1) |
Includes 825,258 shares of Common
Stock held by 5AM V. Dr. Parmar, Schwab and Dr. Rocklage, as
managing members of 5AM Partners V, share voting and investment
authority over the shares held by 5AM V. |
|
(2) |
Includes 205,060 shares of Common
Stock held by 5AM Opportunities. Schwab and Dr. Parmar, as managing
members of 5AM Opportunities GP, share voting and investment
authority over the shares held by 5AM Opportunities. |
|
(3) |
Based on 25,064,629 shares of
voting Common Stock outstanding as of March 31, 2022 as set
forth in the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2022, filed with the SEC on
May 12, 2022. |
|
(4) |
Based on 25,064,629 shares of
voting Common Stock and 3,912,500 shares of non-voting common stock
(“Non-Voting Common Stock” and, together with the Common Stock, the
“Combined Common Stock”) outstanding as of March 31, 2022 as
set forth in the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2022, filed with the SEC on
May 12, 2022. |
|
(c) |
Except as set forth herein, none of the Reporting Persons has
effected any transactions in shares of the Issuer’s Common Stock in
the last sixty 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, the shares of
Common Stock beneficially owned by any of the Reporting
Persons. |
|
(e) |
The Reporting Persons ceased to be the beneficial owners of
more than five percent of the Common Stock on August 2,
2022. |
|
CUSIP No. 12674W109 |
13D |
Page 11 of 11 |
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: August 3, 2022
| 5AM VENTURES V,
L.P. |
|
|
|
|
|
By: |
5AM Partners V, LLC, |
|
| |
its General
Partner |
|
|
|
|
| By: |
/s/ Dr. Scott M. Rocklage |
|
| |
Dr. Scott M.
Rocklage |
|
| |
Managing
Member |
|
|
|
|
|
|
|
| 5AM PARTNERS V,
LLC |
|
|
|
|
|
|
|
| By: |
/s/ Dr. Scott M. Rocklage |
|
| |
Dr. Scott M.
Rocklage |
|
| |
Managing
Member |
|
|
|
|
|
|
|
| 5AM OPPORTUNITIES
I, L.P. |
|
|
|
|
| By: |
5AM
Opportunities I (GP), LLC, |
|
| |
its General
Partner |
|
|
|
|
|
|
|
| By: |
/s/ Dr. Kush Parmar |
|
| |
Dr. Kush
Parmar |
|
| |
Managing
Member |
|
|
|
|
|
|
|
|
5AM Opportunities I (GP), LLC |
|
|
|
|
|
|
|
| By: |
/s/ Dr. Kush Parmar |
|
| |
Dr. Kush
Parmar |
|
| |
Managing
Member |
|
|
|
|
|
|
|
|
/s/ Dr. Kush Parmar |
|
| Dr. Kush
Parmar |
|
| |
|
|
/s/ Dr. Scott M. Rocklage |
|
| Dr. Scott
Rocklage |
|
|
|
|
|
/s/ Andrew J. Schwab |
|
| Andrew J.
Schwab |
|
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