UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Cabaletta Bio, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
12674W109
(CUSIP Number)
December 13, 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:
| * |
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. 12674W109 |
Page 2
of 13 |
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1. |
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Name of reporting persons
Venrock Healthcare Capital Partners III, L.P.
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) x1 (b)
¨
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3. |
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SEC USE ONLY
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4. |
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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
1,895,2852
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
1,895,2852
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,895,2852
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10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
6.5%3
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12. |
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Type of Reporting Person (See Instructions)
PN
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| |
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| 1 |
Venrock
Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings
III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G. |
| 2 |
Consists
of (i) 498,272 shares held by Venrock Healthcare Capital
Partners III, L.P., (ii) 49,842 shares held by VHCP
Co-Investment Holdings III, LLC and (iii) 1,347,171 shares
held by Venrock Healthcare Capital Partners EG, L.P. |
| 3 |
This
percentage is calculated based upon 29,140,810 shares of the
Issuer’s common stock outstanding as reported in the Issuer’s
prospectus dated December 7, 2022 as filed with the Securities
and Exchange Commission. |
| CUSIP
No. 12674W109 |
Page 3
of 13 |
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1. |
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Name of reporting persons
VHCP Co-Investment Holdings III, LLC
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) x1 (b)
¨
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3. |
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SEC USE ONLY
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4. |
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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
1,895,2852
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
1,895,2852
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,895,2852
|
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10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
6.5%3
|
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12. |
|
Type of Reporting Person (See Instructions)
OO
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| 1 |
Venrock
Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings
III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G. |
| 2 |
Consists
of (i) 498,272 shares held by Venrock Healthcare Capital
Partners III, L.P., (ii) 49,842 shares held by VHCP
Co-Investment Holdings III, LLC and (iii) 1,347,171 shares
held by Venrock Healthcare Capital Partners EG, L.P. |
| 3 |
This
percentage is calculated based upon 29,140,810 shares of the
Issuer’s common stock outstanding as reported in the Issuer’s
prospectus dated December 7, 2022 as filed with the Securities
and Exchange Commission. |
| CUSIP
No. 12674W109 |
Page 4
of 13 |
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1. |
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Name of reporting persons
Venrock Healthcare Capital Partners EG, L.P.
|
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2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) x1
(b) ¨
|
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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
1,895,2852
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
1,895,2852
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,895,2852
|
|
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
|
11. |
|
Percent of Class Represented by Amount in Row (9)
6.5%3
|
|
12. |
|
Type of Reporting Person (See Instructions)
PN
|
| |
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|
|
|
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| 1 |
Venrock
Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings
III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G. |
| 2 |
Consists
of (i) 498,272 shares held by Venrock Healthcare Capital
Partners III, L.P., (ii) 49,842 shares held by VHCP
Co-Investment Holdings III, LLC and (iii) 1,347,171 shares
held by Venrock Healthcare Capital Partners EG, L.P. |
| 3 |
This
percentage is calculated based upon 29,140,810 shares of the
Issuer’s common stock outstanding as reported in the Issuer’s
prospectus dated December 7, 2022 as filed with the Securities
and Exchange Commission. |
| CUSIP
No. 12674W109 |
Page 5
of 13 |
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1. |
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Name of reporting persons
VHCP Management III, LLC
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) x1
(b) ¨
|
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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
1,895,2852
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
1,895,2852
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,895,2852
|
|
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
|
11. |
|
Percent of Class Represented by Amount in Row (9)
6.5%3
|
|
12. |
|
Type of Reporting Person (See Instructions)
OO
|
| |
|
|
|
|
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| 1 |
Venrock
Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings
III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G. |
| 2 |
Consists
of (i) 498,272 shares held by Venrock Healthcare Capital
Partners III, L.P., (ii) 49,842 shares held by VHCP
Co-Investment Holdings III, LLC and (iii) 1,347,171 shares
held by Venrock Healthcare Capital Partners EG, L.P. |
| 3 |
This
percentage is calculated based upon 29,140,810 shares of the
Issuer’s common stock outstanding as reported in the Issuer’s
prospectus dated December 7, 2022 as filed with the Securities
and Exchange Commission. |
| CUSIP
No. 12674W109 |
Page 6
of 13 |
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1. |
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Name of reporting persons
VHCP Management EG, LLC
|
|
2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) x1
(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
1,895,2852
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
1,895,2852
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,895,2852
|
|
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
|
11. |
|
Percent of Class Represented by Amount in Row (9)
6.5%3
|
|
12. |
|
Type of Reporting Person (See Instructions)
OO
|
| |
|
|
|
|
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| 1 |
Venrock
Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings
III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G. |
| 2 |
Consists
of (i) 498,272 shares held by Venrock Healthcare Capital
Partners III, L.P., (ii) 49,842 shares held by VHCP
Co-Investment Holdings III, LLC and (iii) 1,347,171 shares
held by Venrock Healthcare Capital Partners EG, L.P. |
| 3 |
This
percentage is calculated based upon 29,140,810 shares of the
Issuer’s common stock outstanding as reported in the Issuer’s
prospectus dated December 7, 2022 as filed with the Securities
and Exchange Commission. |
| CUSIP
No. 12674W109 |
Page 7
of 13 |
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1. |
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Name of Reporting Persons
Shah, Nimish
|
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2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) x1
(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
1,895,2852
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
1,895,2852
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,895,2852
|
|
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
6.5%3
|
|
12. |
|
Type of Reporting Person (See Instructions)
IN
|
| |
|
|
|
|
|
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|
| 1 |
Venrock
Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings
III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G. |
| 2 |
Consists
of (i) 498,272 shares held by Venrock Healthcare Capital
Partners III, L.P., (ii) 49,842 shares held by VHCP
Co-Investment Holdings III, LLC and (iii) 1,347,171 shares
held by Venrock Healthcare Capital Partners EG, L.P. |
| 3 |
This
percentage is calculated based upon 29,140,810 shares of the
Issuer’s common stock outstanding as reported in the Issuer’s
prospectus dated December 7, 2022 as filed with the Securities
and Exchange Commission. |
| CUSIP
No. 12674W109 |
Page 8
of 13 |
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1. |
|
Name of Reporting Persons
Koh, Bong
|
|
2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) x1
(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
1,895,2852
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
1,895,2852
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,895,2852
|
|
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
6.5%3
|
|
12. |
|
Type of Reporting Person (See Instructions)
IN
|
| |
|
|
|
|
|
|
|
|
| 1 |
Venrock
Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings
III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G. |
| 2 |
Consists
of (i) 498,272 shares held by Venrock Healthcare Capital
Partners III, L.P., (ii) 49,842 shares held by VHCP
Co-Investment Holdings III, LLC and (iii) 1,347,171 shares
held by Venrock Healthcare Capital Partners EG, L.P. |
| 3 |
This
percentage is calculated based upon 29,140,810 shares of the
Issuer’s common stock outstanding as reported in the Issuer’s
prospectus dated December 7, 2022 as filed with the Securities
and Exchange Commission. |
| CUSIP
No. 12674W109 |
Page 9
of 13 |
Introductory Note: This Schedule 13G is filed on behalf of Venrock
Healthcare Capital Partners III, L.P., a limited partnership
organized under the laws of the State of Delaware (“VHCP III LP”),
VHCP Co-Investment Holdings III, LLC, a limited liability company
organized under the laws of the State of Delaware (“VHCP
Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P.,
a limited partnership organized under the laws of the State of
Delaware (“VHCP EG”), VHCP Management III, LLC, a limited liability
company organized under the laws of the State of Delaware (“VHCP
Management III”), VHCP Management EG, LLC, a limited liability
company organized under the laws of the State of Delaware (“VHCP
Management EG” and collectively with VHCP III LP, VHCP
Co-Investment III, VHCP EG and VHCP Management III, the “Venrock
Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of
Common Stock of Cabaletta Bio, Inc.
Item 1.
Cabaletta Bio, Inc.
| |
(b) |
Address
of Issuer’s Principal Executive Offices |
2929 Arch Street, Suite 600
Philadelphia, PA 19104
Item 2.
| |
(a) |
Name
of Person Filing |
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
VHCP Management III, LLC
VHCP Management EG, 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 |
|
All of the Venrock Entities were organized in Delaware. The
individuals are both United States citizens.
| |
(d) |
Title
of Class of Securities |
Common Stock, par value $0.00001 per share
12674W109
| CUSIP
No. 12674W109 |
Page 10
of 13 |
|
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
| |
(a) |
Amount
Beneficially Owned as of December 23, 2022: |
|
Venrock Healthcare Capital Partners III, L.P. |
|
|
1,895,285 |
(1) |
|
VHCP Co-Investment Holdings III, LLC |
|
|
1,895,285 |
(1) |
|
Venrock Healthcare Capital Partners EG, L.P. |
|
|
1,895,285 |
(1) |
|
VHCP Management III, LLC |
|
|
1,895,285 |
(1) |
|
VHCP Management EG, LLC |
|
|
1,895,285 |
(1) |
|
Nimish Shah |
|
|
1,895,285 |
(1) |
|
Bong Koh |
|
|
1,895,285 |
(1) |
| |
(b) |
Percent
of Class as of December 23, 2022: |
|
Venrock Healthcare Capital Partners III, L.P. |
|
|
6.5 |
% |
|
VHCP Co-Investment Holdings III, LLC |
|
|
6.5 |
% |
|
Venrock Healthcare Capital Partners EG, L.P. |
|
|
6.5 |
% |
|
VHCP Management III, LLC |
|
|
6.5 |
% |
|
VHCP Management EG, LLC |
|
|
6.5 |
% |
|
Nimish Shah |
|
|
6.5 |
% |
|
Bong Koh |
|
|
6.5 |
% |
| |
(c) |
Number
of shares as to which the person has, as of December 23,
2022: |
| |
(i) |
Sole
power to vote or to direct the vote |
|
Venrock Healthcare Capital Partners III, L.P. |
|
|
0 |
|
|
VHCP Co-Investment Holdings III, LLC |
|
|
0 |
|
|
Venrock Healthcare Capital Partners EG, L.P. |
|
|
0 |
|
|
VHCP Management III, LLC |
|
|
0 |
|
|
VHCP Management EG, LLC |
|
|
0 |
|
|
Nimish Shah |
|
|
0 |
|
|
Bong Koh |
|
|
0 |
|
| |
(ii) |
Shared
power to vote or to direct the vote |
|
Venrock Healthcare Capital Partners III, L.P. |
|
|
1,895,285 |
(1) |
|
VHCP Co-Investment Holdings III, LLC |
|
|
1,895,285 |
(1) |
|
Venrock Healthcare Capital Partners EG, L.P. |
|
|
1,895,285 |
(1) |
|
VHCP Management III, LLC |
|
|
1,895,285 |
(1) |
|
VHCP Management EG, LLC |
|
|
1,895,285 |
(1) |
|
Nimish Shah |
|
|
1,895,285 |
(1) |
|
Bong Koh |
|
|
1,895,285 |
(1) |
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
|
Venrock Healthcare Capital Partners III, L.P. |
|
|
0 |
|
|
VHCP Co-Investment Holdings III, LLC |
|
|
0 |
|
|
Venrock Healthcare Capital Partners EG, L.P. |
|
|
0 |
|
|
VHCP Management III, LLC |
|
|
0 |
|
|
VHCP Management EG, LLC |
|
|
0 |
|
|
Nimish Shah |
|
|
0 |
|
|
Bong Koh |
|
|
0 |
|
| CUSIP
No. 12674W109 |
Page 11
of 13 |
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
|
Venrock Healthcare Capital Partners III, L.P. |
|
|
1,895,285 |
(1) |
|
VHCP Co-Investment Holdings III, LLC |
|
|
1,895,285 |
(1) |
|
Venrock Healthcare Capital Partners EG, L.P. |
|
|
1,895,285 |
(1) |
|
VHCP Management III, LLC |
|
|
1,895,285 |
(1) |
|
VHCP Management EG, LLC |
|
|
1,895,285 |
(1) |
|
Nimish Shah |
|
|
1,895,285 |
(1) |
|
Bong Koh |
|
|
1,895,285 |
(1) |
| (1) |
Consists
of (i) 498,272 shares held by Venrock Healthcare Capital
Partners III, L.P., (ii) 49,842 shares held by VHCP
Co-Investment Holdings III, LLC and (iii) 1,347,171 shares
held by Venrock Healthcare Capital Partners EG, L.P. VHCP
Management III, LLC is the general partner of Venrock Healthcare
Capital Partners III, L.P. and the manager of VHCP Co-Investment
Holdings III, LLC. VHCP Management EG, LLC is the general partner
of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah
and Koh are the voting members of VHCP Management III, LLC and VHCP
Management EG, LLC. |
| 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 ¨.
| 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
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.
| CUSIP
No. 12674W109 |
Page 12
of 13 |
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: December 23, 2022
| Venrock
Healthcare Capital Partners III, L.P. |
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By: |
VHCP
Management III, LLC |
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| Its: |
General
Partner |
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| By: |
/s/
David L. Stepp |
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Name:
David L. Stepp |
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Its:
Authorized Signatory |
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| VHCP
Co-Investment Holdings III, LLC |
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| By: |
VHCP
Management III, LLC |
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| Its: |
Manager |
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| By: |
/s/
David L. Stepp |
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Name:
David L. Stepp |
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Its:
Authorized Signatory |
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| VHCP
Management III, LLC |
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| By: |
/s/
David L. Stepp |
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Name:
David L. Stepp |
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Its:
Authorized Signatory |
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| Venrock
Healthcare Capital Partners EG, L.P. |
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| By: |
VHCP
Management EG, LLC |
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| Its: |
General
Partner |
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| By: |
/s/
David L. Stepp |
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Name:
David L. Stepp |
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Its:
Authorized Signatory |
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| VHCP
Management EG, LLC |
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| By: |
/s/
David L. Stepp |
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Name:
David L. Stepp |
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Its:
Authorized Signatory |
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| Nimish
Shah |
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/s/
David L. Stepp |
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David
L. Stepp, Attorney-in-fact |
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| Bong
Koh |
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/s/
David L. Stepp |
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David
L. Stepp, Attorney-in-fact |
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| CUSIP
No. 12674W109 |
Page 13
of 13 |
EXHIBITS
| A: |
Joint
Filing Agreement |
| B: |
Power
of Attorney for Nimish Shah |
| C: |
Power
of Attorney for Bong Koh |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the
joint filing on behalf of each of them of a statement on Schedule
13G (including amendments thereto) with respect to the Common Stock
of Cabaletta Bio, Inc. and further agree that this agreement
be included as an exhibit to such filing. Each party to the
agreement expressly authorizes each other party to file on its
behalf any and all amendments to such statement. Each party to this
agreement agrees that this joint filing agreement may be signed in
counterparts.
In evidence whereof, the undersigned have caused this Agreement to
be executed on their behalf this 23rd day of December,
2022.
| Venrock
Healthcare Capital Partners III, L.P. |
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|
|
|
|
By: |
VHCP
Management III, LLC |
|
| Its: |
General
Partner |
|
|
|
|
| By: |
/s/
David L. Stepp |
|
| |
Name:
David L. Stepp |
|
| |
Its:
Authorized Signatory |
|
|
|
|
| VHCP
Co-Investment Holdings III, LLC |
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|
|
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| By: |
VHCP
Management III, LLC |
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| Its: |
Manager |
|
|
|
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| By: |
/s/
David L. Stepp |
|
| |
Name:
David L. Stepp |
|
| |
Its:
Authorized Signatory |
|
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|
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| VHCP
Management III, LLC |
|
|
|
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| By: |
/s/
David L. Stepp |
|
| |
Name:
David L. Stepp |
|
| |
Its:
Authorized Signatory |
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| Venrock
Healthcare Capital Partners EG, L.P. |
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| By: |
VHCP
Management EG, LLC |
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| Its: |
General
Partner |
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| By: |
/s/
David L. Stepp |
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| |
Name:
David L. Stepp |
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| |
Its:
Authorized Signatory |
|
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| VHCP
Management EG, LLC |
|
|
|
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| By: |
/s/
David L. Stepp |
|
| |
Name:
David L. Stepp |
|
| |
Its:
Authorized Signatory |
|
|
|
|
| Nimish
Shah |
|
|
|
|
|
/s/
David L. Stepp |
|
|
David
L. Stepp, Attorney-in-fact |
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| Bong
Koh |
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|
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/s/
David L. Stepp |
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David
L. Stepp, Attorney-in-fact |
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EXHIBIT B
POWER OF ATTORNEY FOR NIMISH SHAH
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints each of David L. Stepp, Sherman G. Souther and Lisa D.
Harris signing individually, the undersigned’s true and lawful
attorney-in fact and agent to:
|
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(i) |
prepare
execute and file, for and on behalf of the undersigned, any and all
documents and filings that are required or advisable to be made
with the United States Securities and Exchange Commission, any
stock exchange or similar authority, under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations promulgated thereunder, including
without limitation (a) any Joint Filing Agreement under
Rule 13d-1(k) of the Exchange Act (or any successor
provision thereunder), Schedule 13D and Schedule 13G (or any
successor schedules or forms adopted under the Exchange Act ) and
any amendments thereto in accordance with Section 13 of the
Exchange Act and the rules thereunder, and (b) Forms 3, 4
and 5 and any amendments thereto in accordance with
Section 16(a) of the Exchange Act and the
rules thereunder; and |
|
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(ii) |
take
any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion. |
The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact’s substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorney-in-fact, in serving in such capacity at the
request of undersigned, is not assuming, nor is Venrock assuming,
any of the undersigned’s responsibilities to comply with the
Exchange Act, including without limitation Sections 13 and 16 of
the Exchange Act.
This power of Attorney shall remain in full force and effect until
the earliest to occur of (a) the undersigned is no longer
required to file any form or document with respect to the
undersigned’s holdings of and transactions in securities issued by
a company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact, or
(c) until such attorney-in-fact shall no longer be employed by
VR Management, LLC (or its successor).
IN WITNESS WHEREOF, the undersigned has cause this Power of
Attorney to be executed as of this 23rd day of December,
2022.
EXHIBIT C
POWER OF ATTORNEY FOR BONG KOH
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints each of David L. Stepp, Sherman G. Souther and Lisa D.
Harris signing individually, the undersigned’s true and lawful
attorney-in fact and agent to:
|
|
(i) |
prepare
execute and file, for and on behalf of the undersigned, any and all
documents and filings that are required or advisable to be made
with the United States Securities and Exchange Commission, any
stock exchange or similar authority, under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations promulgated thereunder, including
without limitation (a) any Joint Filing Agreement under
Rule 13d-1(k) of the Exchange Act (or any successor
provision thereunder), Schedule 13D and Schedule 13G (or any
successor schedules or forms adopted under the Exchange Act ) and
any amendments thereto in accordance with Section 13 of the
Exchange Act and the rules thereunder, and (b) Forms 3, 4
and 5 and any amendments thereto in accordance with
Section 16(a) of the Exchange Act and the
rules thereunder; and |
|
|
(ii) |
take
any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion. |
The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact’s substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorney-in-fact, in serving in such capacity at the
request of undersigned, is not assuming, nor is Venrock assuming,
any of the undersigned’s responsibilities to comply with the
Exchange Act, including without limitation Sections 13 and 16 of
the Exchange Act.
This power of Attorney shall remain in full force and effect until
the earliest to occur of (a) the undersigned is no longer
required to file any form or document with respect to the
undersigned’s holdings of and transactions in securities issued by
a company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact, or
(c) until such attorney-in-fact shall no longer be employed by
VR Management, LLC (or its successor).
IN WITNESS WHEREOF, the undersigned has cause this Power of
Attorney to be executed as of this 23rd day of December,
2022.
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