SEC Form SC 13D/A filed by Phathom Pharmaceuticals Inc. (Amendment)

SEC Form SC 13D/A filed by Phathom Pharmaceuticals Inc. (Amendment)

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SEC Form SC 13G filed by Phathom Pharmaceuticals Inc.

Amendment: SEC Form SC 13D/A filed by Phathom Pharmaceuticals Inc.

6/6/24 1:59:25 PM ET

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SC 13D/A 1 d755391dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)*

Phathom Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

71722W107

(CUSIP Number)

Steve R. Bailey

601 Union Street, Suite 3200

Seattle, WA 98101

Telephone: (206) 621-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 7, 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. 71722W107


1.		Name of Reporting Persons. Frazier Life Sciences IX, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Consists of 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P.

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 2

CUSIP No. 71722W107


1.		Name of Reporting Persons. FHMLS IX, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 3

CUSIP No. 71722W107


1.		Name of Reporting Persons. FHMLS IX, L.L.C.
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Consists of (i) 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P and (ii) 1 share of Common Stock held directly by FHMLS IX, L.L.C. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C.

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 4

CUSIP No. 71722W107


1.		Name of Reporting Persons. Frazier Life Sciences Public Fund, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Consists of 2,795,916 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 5

CUSIP No. 71722W107


1.		Name of Reporting Persons. FHMLSP, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 6

CUSIP No. 71722W107


1.		Name of Reporting Persons. FHMLSP, L.L.C.
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 7

CUSIP No. 71722W107


1.		Name of Reporting Persons. Frazier Life Sciences Public Overage Fund, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Consists of 663,830 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P.

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 8

CUSIP No. 71722W107


1.		Name of Reporting Persons. FHMLSP Overage, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 9

CUSIP No. 71722W107


1.		Name of Reporting Persons. FHMLSP Overage, L.L.C.
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 10

CUSIP No. 71722W107


1.		Name of Reporting Persons. Frazier Life Sciences XI, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Consists of 822,118 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P.

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 11

CUSIP No. 71722W107


1.		Name of Reporting Persons. FHMLS XI, 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 12

CUSIP No. 71722W107


1.		Name of Reporting Persons. FHMLS XI, L.L.C.
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 13

CUSIP No. 71722W107


1.		Name of Reporting Persons. James N. Topper
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

(1)

Consists of (i) 21,596 shares of Common Stock held directly by James N. Topper, (ii) 3,912 shares of Common Stock held by Topper Group III LLC and (iii) 35,000 shares of Common Stock that are issuable upon the exercise of options held directly by Dr. Topper that are exercisable within 60 days of May 9, 2024. Dr. Topper is a manager of Topper Group III LLC and shares voting and investment power over the shares held by Topper Group III LLC.

(2)

Consists of (i) 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P., (ii) 1 share of Common Stock held directly by FHMLS IX, L.L.C., (iii) 2,795,916 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (iv) 663,830 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P., and (v) 822,118 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P.

(3)

Based on (i) 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024, and (ii) 35,000 shares of Common Stock that are issuable upon the exercise of options held directly by Dr. Topper that are exercisable within 60 days of May 9, 2024.

Page 14

CUSIP No. 71722W107


1.		Name of Reporting Persons. Patrick J. Heron
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

(1)

Consists of (i) 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P., (ii) 1 share of Common Stock held directly by FHMLS IX, L.L.C., (iii) 2,795,916 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (iv) 663,830 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P., (v) 822,118 shares of Common Stock held directly by Frazier Life Sciences XI, L.P., and (vi) 14,937 shares of Common Stock held by The Heron Living Trust 11/30/2004. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P. Mr. Heron is the co-trustee of The Heron Living Trust 11/30/2004 and has voting and investment power over the shares held by The Heron Living Trust 11/30/2004.

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 15

CUSIP No. 71722W107


1.		Name of Reporting Persons. Albert Cha
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

(1)

Consists of (i) 2,795,916 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. and (ii) 663,830 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P.

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 16

CUSIP No. 71722W107


1.		Name of Reporting Persons. James Brush
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

(1)

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 17

CUSIP No. 71722W107


1.		Name of Reporting Persons. Daniel Estes
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

(1)

(2)	Based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.

Page 18

CUSIP No. 71722W107

Item 1. Security and Issuer.

This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D amends the statement on Schedule 13D filed on November 6, 2019 (the “Original Schedule 13D”), as amended on June 17, 2020, December 23, 2020, August 11, 2022, September 26, 2022, May 5, 2023 and May 26, 2023 (the “Prior Amendments”, and together with the Original Schedule 13D and this Amendment No. 7, the “Schedule 13D”) with respect to the Common Stock of Phathom Pharmaceuticals, Inc. (the “Issuer”), having its principal executive office at 100 Campus Drive, Suite 102, Florham Park, NJ 07932. Except as otherwise specified in Amendment No. 7, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged. All capitalized terms used in this Amendment No. 7 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendments.

The Reporting Persons are filing this Amendment No. 7 to report a decrease in the percentage of the class beneficially owned by the Reporting Persons due to an increase in the aggregate number of outstanding securities of the Issuer.

Item 2. Identity and Background

(a)	The entities and persons filing this statement (collectively, the “Reporting Persons”) are:

Frazier Life Sciences IX, L.P. (“FLS IX”)

FHMLS IX, L.P.

FHMLS IX, L.L.C.

Frazier Life Sciences Public Fund, L.P. (“FLSPF”)

FHMLSP, L.P.

FHMLSP, L.L.C.

Frazier Life Sciences Public Overage Fund, L.P. (“FLSPOF”)

FHMLSP Overage, L.P.

FHMLSP Overage, L.L.C.

Frazier Life Sciences XI, L.P. (“FLS XI”)

FHMLS XI, L.P.

FHMLS XI, L.L.C.

James N. Topper (“Topper”)

Patrick J. Heron (“Heron”)

Albert Cha (“Cha”)

James Brush (“Brush”)

Daniel Estes (“Estes”)

(b)	The address of the principal place of business for each of the Reporting Persons is:

c/o Frazier Life Sciences Management, L.P.

1001 Page Mill Rd, Building 4, Suite B

Palo Alto, CA 94304

Item 3. Source and Amount of Funds or Other Consideration

Prior to the Issuer’s initial public offering (the “IPO”), FLS IX purchased from the Issuer (including shares purchased from YamadaCo IIA, Inc., which merged with and into the Issuer on March 13, 2019) in a series of private transactions, 4,877,998 shares of Common Stock and unsecured convertible promissory notes representing a principal amount of $20,000,000, such that the aggregate purchase price for both the shares of Common Stock and the unsecured convertible promissory notes is equal to $20,001,442.92. Upon closing of the IPO, the principal amount and accrued interest owed under the unsecured convertible promissory notes held by FLS IX automatically converted into 1,353,640 shares of Common Stock of the Issuer, resulting in FLS IX holding a total of 6,231,638 shares of Common Stock at such time. In addition, at the time of the IPO, FLS IX purchased an aggregate of 1,052,631 shares of Common Stock of the Issuer at the IPO price of $19.00 per share, resulting in FLS holding a total of 7,284,269 shares of the Issuer’s Common Stock at such time.

Page 19

On June 12, 2020, FLS IX effected an in-kind pro rata stock distribution, pursuant to which it distributed a total of 1,456,854 shares of the Issuer’s Common Stock to its limited partners and general partner, including FHMLS IX, L.L.C., Topper and Heron.

Since August 9, 2022, FLSPF has purchased an aggregate of 2,795,916 shares of Common Stock of the Issuer for an approximate total purchase price of $25,310,253.

Since August 9, 2022, FLS XI has purchased an aggregate of 822,118 shares of Common Stock of the Issuer for an approximate total purchase price of $7,867,783.

On May 24, 2023, FLSPOF purchased an aggregate of 663,830 shares of Common Stock of the Issuer for an approximate total purchase price of $7,800,003.

On May 25, 2024, Topper received 9,000 shares of Common Stock of the Issuer from the vesting of restricted stock units that were granted to Topper on May 25, 2023 as consideration for Topper’s service on the Issuer’s board of directors.

FLS IX holds 5,827,415 shares of Common Stock of the Issuer as of the date of this filing (the “FLS IX Shares”), FHMLS IX, L.L.C. holds 1 share of Common Stock of the Issuer as of the date of this filing (the “FHMLS IX, L.L.C. Share”), FLSPF holds 2,795,916 shares of Common Stock of the Issuer as of the date of this filing (the “FLSPF Shares”), FLSPOF holds 663,830 shares of Common Stock of the Issuer as of the date of this filing (the “FLSPOF Shares”), FLS XI holds 822,118 shares of Common Stock of the Issuer as of the date of this filing (the “FLS XI Shares”), Heron holds 14,937 shares of Common Stock of the Issuer as of the date of this filing, which shares are held by The Heron Living Trust 11/30/2004, of which Heron is the co-trustee (the “Heron Shares”), and Topper holds 25,508 shares of Common Stock of the Issuer as of the date of this filing, 21,596 of such shares are held directly by Topper and the remaining 3,912 shares are held by Topper Group III LLC, of which Topper is a manager (the “Topper Shares”).

The working capital of FLS IX, FLSPF, FLSPOF and FLS XI was the source of the funds for the purchase of the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares and the FLS XI Shares. No part of the purchase price of the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares or the FLS XI Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the FLS IX Shares, the FHMLS IX, L.L.C. Share, the FLSPF Shares, the FLSPOF Shares, the FLS XI Shares, the Heron Shares or the Topper Shares.

Item 5. Interest in Securities of the Issuer

(a)

FLS IX is the record owner of the FLS IX Shares. As the sole general partner of FLS IX, FHMLS IX, L.P. may be deemed to beneficially own the FLS IX Shares. As the sole general partner of FHMLS IX, L.P., FHMLS IX, L.L.C. may be deemed to beneficially own the FLS IX Shares. As members of FHMLS IX, L.L.C., each of Topper and Heron may be deemed to beneficially own the FLS IX Shares.

FHMLS IX, L.L.C. is the record owner of the FHMLS IX, L.L.C. Share. As members of FHMLS IX, L.L.C., each of Topper and Heron may be deemed to beneficially own the FHMLS IX, L.L.C. Share.

FLSPF is the record owner of the FLSPF Shares. As the sole general partner of FLSPF, FHMLSP, L.P. may be deemed to beneficially own the FLSPF Shares. As the sole general partner of FHMLSP, L.P., FHMLSP, L.L.C. may be deemed to beneficially own the FLSPF Shares. As members of FHMLSP, L.L.C., each of Topper, Heron, Cha and Brush may be deemed to beneficially own the FLSPF Shares.

FLSPOF is the record owner of the FLSPOF Shares. As the sole general partner of FLSPOF, FHMLSP Overage, L.P. may be deemed to beneficially own the FLSPOF Shares. As the sole general partner of FHMLSP Overage, L.P., FHMLSP Overage, L.L.C. may be deemed to beneficially own the FLSPOF Shares. As members of FHMLSP Overage, L.L.C., each of Topper, Heron, Cha and Brush may be deemed to beneficially own the FLSPOF Shares.

Page 20

FLS XI is the record owner of the FLS XI Shares. As the sole general partner of FLS XI, FHMLS XI, L.P. may be deemed to beneficially own the FLS XI Shares. As the sole general partner of FHMLS XI, L.P., FHMLS XI, L.L.C. may be deemed to beneficially own the FLS XI Shares. As members of FHMLS XI, L.L.C., each of Topper, Heron and Estes may be deemed to beneficially own the FLS XI Shares.

Heron is the beneficial owner of the Heron Shares.

Topper is the beneficial owner of the Topper Shares.

The percentage of outstanding shares of Common Stock of the Issuer, which may be deemed to be beneficially owned by each Reporting Person other than Topper, is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q as filed with the SEC on May 9, 2024.

The percentage of outstanding shares of Common Stock of the Issuer, which may be deemed to be beneficially owned by Topper, is set forth on Line 13 of Topper’s cover sheet. Such percentage was calculated based on (i) 58,535,193 shares of Common Stock outstanding on May 6, 2024, as set forth in the Issuer’s Form 10-Q as filed with the SEC on May 9, 2024, and (ii) 35,000 shares of Common Stock that are issuable upon the exercise of options held directly by Topper that are exercisable within 60 days of May 9, 2024.

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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: June 6, 2024	FRAZIER LIFE SCIENCES IX, L.P.
	By FHMLS IX, L.P., its general partner
	By FHMLS IX, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	FHMLS IX, L.P.
	By FHMLS IX, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	FHMLS IX, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	FRAZIER LIFE SCIENCES PUBLIC FUND, L.P.
	By: FHMLSP, L.P., its General Partner
	By: FHMLSP, L.L.C., its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	FHMLSP, L.P.
	By: FHMLSP, L.L.C., its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	FHMLSP, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	FRAZIER LIFE SCIENCES PUBLIC OVERAGE FUND, L.P.
	By: FHMLSP Overage, L.P., its General Partner
	By: FHMLSP Overage, L.L.C., its General Partner


				By:		/s/ Steve R. Bailey
						Steve R. Bailey, Chief Financial Officer

Page 22


Date: June 6, 2024	FHMLSP OVERAGE, L.P.
	By FHMLSP Overage, L.L.C., its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	FHMLSP OVERAGE, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	FRAZIER LIFE SCIENCES XI, L.P.
	By FHMLS XI, L.P., its general partner
	By FHMLS XI, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	FHMLS XI, L.P.
	By FHMLS XI, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	FHMLS XI, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: June 6, 2024	By:	*
		James Topper

Date: June 6, 2024	By:	*
		Patrick Heron

Date: June 6, 2024	By:	**
		Albert Cha

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Date: June 6, 2024	By:	**
		James Brush

Date: June 6, 2024	By:	***
		Daniel Estes

Date: June 6, 2024	By:	/s/ Steve R. Bailey
		Steve R. Bailey, as Attorney-in-Fact

*	This Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017.

**	This Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021.

***	This Schedule 13D was executed by Steve R. Bailey on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022.

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Date	Price Target	Rating	Analyst
2/14/2025	$23.00	Overweight	Cantor Fitzgerald
5/3/2024	$24.00	Buy	Stifel
1/5/2024	$23.00 → $26.00	Buy	Needham
8/9/2023	$28.00	Buy	H.C. Wainwright
5/11/2023		In-line → Outperform	Evercore ISI
3/13/2023	$21.00	Buy	Craig Hallum
10/21/2022	$16.00	Buy	Jefferies
5/6/2022		Outperform → In-line	Evercore ISI

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0 shares

Shared Voting Power

5,827,415 shares (1)

Sole Dispositive Power

0 shares

Shared Dispositive Power

5,827,415 shares (1)