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    SEC Form SC 13G filed by DBV Technologies S.A.

    6/23/22 6:02:29 AM ET
    $DBVT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $DBVT alert in real time by email
    SC 13G 1 tm2219064d1_sc13g.htm SC 13G

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

    SCHEDULE 13G

     

    Under the Securities Exchange Act of 1934

     

    (Amendment No. )*

     

     

     

    DBV Technologies S.A.

    (Name of Issuer)

     

    Ordinary Shares, €0.10 nominal value per share

    (Title of Class of Securities)

     

    23306J101 (American Depositary Shares, each representing one-half of one Ordinary Share)

    (CUSIP Number)

     

    June 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:

     

    ¨ Rule 13d-1(b)

     

    x Rule 13d-1(c)

     

    ¨ Rule 13d-1(d)

     

    *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. 23306J101

     

    (1)

    NAMES OF REPORTING PERSONS

     

    Venrock Healthcare Capital Partners II, L.P.

    (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

     

    9,402,8282

     
    (7)

    SOLE DISPOSITIVE POWER

     

    0

     
    (8)

    SHARED DISPOSITIVE POWER

     

    9,402,8282

     
    (9)

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    9,402,8282

    (10)

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

     

     

    (11)

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    9.9%3

    (12)

    TYPE OF REPORTING PERSON (see instructions)

     

    PN

             

    1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, 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.

     

    2Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”) held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    3Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

     

    Page 2 of 20 

     

     

    CUSIP No. 23306J101

     

    (1)

    NAMES OF REPORTING PERSONS

     

    VHCP Co-Investment Holdings II, 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

     

    9,402,8282

     
    (7)

    SOLE DISPOSITIVE POWER

     

    0

     
    (8)

    SHARED DISPOSITIVE POWER

     

    9,402,8282

     
    (9)

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    9,402,8282

    (10)

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

     

     

    (11)

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    9.9%3

    (12)

    TYPE OF REPORTING PERSON (see instructions)

     

    OO

             

    1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, 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.

     

    2Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    3Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

     

    Page 3 of 20 

     

     

    CUSIP No. 23306J101

     

    (1)

    NAMES OF REPORTING PERSONS

     

    Venrock Healthcare Capital Partners III, L.P.

    (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

     

    9,402,8282

     
    (7)

    SOLE DISPOSITIVE POWER

     

    0

     
    (8)

    SHARED DISPOSITIVE POWER

     

    9,402,8282

     
    (9)

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    9,402,8282

    (10)

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

     

     

    (11)

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    9.9%3

    (12)

    TYPE OF REPORTING PERSON (see instructions)

     

    PN

             

    1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, 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.

     

    2Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    3Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

     

    Page 4 of 20 

     

     

    CUSIP No. 23306J101

     

    (1)

    NAMES OF REPORTING PERSONS

     

    VHCP Co-Investment Holdings III, 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

     

    9,402,8282

     
    (7)

    SOLE DISPOSITIVE POWER

     

    0

     
    (8)

    SHARED DISPOSITIVE POWER

     

    9,402,8282

     
    (9)

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    9,402,8282

    (10)

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

     

     

    (11)

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    9.9%3

    (12)

    TYPE OF REPORTING PERSON (see instructions)

     

    OO

             

    1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, 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.

     

    2Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    3Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

     

    Page 5 of 20 

     

     

    CUSIP No. 23306J101

     

    (1)

    NAMES OF REPORTING PERSONS

     

    Venrock Healthcare Capital Partners EG, L.P.

    (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

     

    9,402,8282

     
    (7)

    SOLE DISPOSITIVE POWER

     

    0

     
    (8)

    SHARED DISPOSITIVE POWER

     

    9,402,8282

     
    (9)

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    9,402,8282

    (10)

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

     

     

    (11)

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    9.9%3

    (12)

    TYPE OF REPORTING PERSON (see instructions)

     

    PN

             

    1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, 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.

     

    2Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    3Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

     

    Page 6 of 20 

     

     

    CUSIP No. 23306J101

     

    (1)

    NAMES OF REPORTING PERSONS

     

    VHCP Management II, 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

     

    9,402,8282

    (7)

    SOLE DISPOSITIVE POWER

     

    0

    (8)

    SHARED DISPOSITIVE POWER

     

    9,402,8282

    (9)

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    9,402,8282

    (10)

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

     

     

    (11)

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    9.9%3

    (12)

    TYPE OF REPORTING PERSON (see instructions)

     

    OO

     

    1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, 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.

     

    2Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    3Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

     

    Page 7 of 20 

     

     

    CUSIP No. 23306J101

     

    (1)

    NAMES OF REPORTING PERSONS

     

    VHCP Management III, 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

     

    9,402,8282

    (7)

    SOLE DISPOSITIVE POWER

     

    0

    (8)

    SHARED DISPOSITIVE POWER

     

    9,402,8282

    (9)

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    9,402,8282

    (10)

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

     

     

    (11)

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    9.9%3

    (12)

    TYPE OF REPORTING PERSON (see instructions)

     

    OO

           

    1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, 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.

     

    2Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    3Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

     

    Page 8 of 20 

     

     

    CUSIP No. 23306J101

     

    (1)

    NAMES 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

     

    9,402,8282

    (7)

    SOLE DISPOSITIVE POWER

     

    0

    (8)

    SHARED DISPOSITIVE POWER

     

    9,402,8282

    (9)

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    9,402,8282

    (10)

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

     

     

    (11)

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    9.9%3

    (12)

    TYPE OF REPORTING PERSON (see instructions)

     

    OO

           

    1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, 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.

     

    2Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    3Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

     

    Page 9 of 20 

     

     

    CUSIP No. 23306J101

     

    (1)

    NAMES OF REPORTING PERSONS

     

    Shah, Nimish

    (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

     

    9,402,8282

    (7)

    SOLE DISPOSITIVE POWER

     

    0

    (8)

    SHARED DISPOSITIVE POWER

     

    9,402,8282

    (9)

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    9,402,8282

    (10)

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

     

     

    (11)

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    9.9%3

    (12)

    TYPE OF REPORTING PERSON (see instructions)

     

    IN

           

    1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, 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.

     

    2Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    3Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

     

    Page 10 of 20 

     

     

    CUSIP No. 23306J101

     

    (1)

    NAMES 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

     

    9,402,8282

    (7)

    SOLE DISPOSITIVE POWER

     

    0

    (8)

    SHARED DISPOSITIVE POWER

     

    9,402,8282

    (9)

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    9,402,8282

    (10)

    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

     

     

    (11)

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    9.9%3

    (12)

    TYPE OF REPORTING PERSON (see instructions)

     

    IN

           

    1Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, 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.

     

    2Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    3Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

     

    Page 11 of 20 

     

     

    CUSIP No. 23306J101

     

    Introductory Note: This Schedule 13G is filed on behalf of Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment II”), 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 II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II”), 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 II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III, VHCP EG, VHCP Management II and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of Ordinary Shares of DBV Technologies S.A.

     

    Item 1.

     

    (a)Name of Issuer:

     

    DBV Technologies S.A.

     

    (b)Address of Issuer’s Principal Executive Offices:

     

    177-181 avenue Pierre Brossolette

     

    92120 Montrouge France

     

    Item 2.

     

    (a)Name of Persons Filing:

     

    Venrock Healthcare Capital Partners II, L.P.

     

    VHCP Co-Investment Holdings II, LLC

     

    Venrock Healthcare Capital Partners III, L.P.

     

    VHCP Co-Investment Holdings III, LLC

     

    Venrock Healthcare Capital Partners EG, L.P.

     

    VHCP Management II, LLC

     

    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  

     

    (c)Citizenship:

     

    All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

     

    (d)Title of Class of Securities:

     

    Ordinary shares, €0.10 nominal value per share (the “Ordinary Shares”).

     

    Page 12 of 20 

     

     

    (e)CUSIP Number:

     

    23306J101

     

    Item 3.If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

     

    Not applicable.

     

    Item 4.Ownership.

     

    (a)           Amount Beneficially Owned as of June 13, 2022:

     

    Venrock Healthcare Capital Partners II, L.P.   9,402,828(1)
    VHCP Co-Investment Holdings II, LLC   9,402,828(1)
    Venrock Healthcare Capital Partners III, L.P.   9,402,828(1)
    VHCP Co-Investment Holdings III, LLC   9,402,828(1)
    Venrock Healthcare Capital Partners EG, L.P.   9,402,828(1)
    VHCP Management II, LLC   9,402,828(1)
    VHCP Management III, LLC   9,402,828(1)
    VHCP Management EG, LLC   9,402,828(1)
    Nimish Shah   9,402,828(1)
    Bong Koh   9,402,828(1)

     

    (b)          Percent of Class as of June 13, 2022:

     

    Venrock Healthcare Capital Partners II, L.P.   9.9%
    VHCP Co-Investment Holdings II, LLC   9.9%
    Venrock Healthcare Capital Partners III, L.P.   9.9%
    VHCP Co-Investment Holdings III, LLC   9.9%
    Venrock Healthcare Capital Partners EG, L.P.   9.9%
    VHCP Management II, LLC   9.9%
    VHCP Management III, LLC   9.9%
    VHCP Management EG, LLC   9.9%
    Nimish Shah   9.9%
    Bong Koh   9.9%

     

    (c)          Number of shares as to which the person has, as of June 13, 2022:

     

    (i)           Sole power to vote or to direct the vote

     

    Venrock Healthcare Capital Partners II, L.P.   0 
    VHCP Co-Investment Holdings II, LLC   0 
    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 II, LLC   0 
    VHCP Management III, LLC   0 
    VHCP Management EG, LLC   0 
    Nimish Shah   0 
    Bong Koh   0 

     

    Page 13 of 20 

     

     

    (ii)           Shared power to vote or to direct the vote

     

    Venrock Healthcare Capital Partners II, L.P.   9,402,828(1)
    VHCP Co-Investment Holdings II, LLC   9,402,828(1)
    Venrock Healthcare Capital Partners III, L.P.   9,402,828(1)
    VHCP Co-Investment Holdings III, LLC   9,402,828(1)
    Venrock Healthcare Capital Partners EG, L.P.   9,402,828(1)
    VHCP Management II, LLC   9,402,828(1)
    VHCP Management III, LLC   9,402,828(1)
    VHCP Management EG, LLC   9,402,828(1)
    Nimish Shah   9,402,828(1)
    Bong Koh   9,402,828(1)

     

    (iii)          Sole power to dispose or to direct the disposition of

     

    Venrock Healthcare Capital Partners II, L.P.   0 
    VHCP Co-Investment Holdings II, LLC   0 
    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 II, LLC   0 
    VHCP Management III, LLC   0 
    VHCP Management EG, LLC   0 
    Nimish Shah   0 
    Bong Koh   0 

     

    (iv)         Shared power to dispose or to direct the disposition of

     

    Venrock Healthcare Capital Partners II, L.P.   9,402,828(1)
    VHCP Co-Investment Holdings II, LLC   9,402,828(1)
    Venrock Healthcare Capital Partners III, L.P.   9,402,828(1)
    VHCP Co-Investment Holdings III, LLC   9,402,828(1)
    Venrock Healthcare Capital Partners EG, L.P.   9,402,828(1)
    VHCP Management II, LLC   9,402,828(1)
    VHCP Management III, LLC   9,402,828(1)
    VHCP Management EG, LLC   9,402,828(1)
    Nimish Shah   9,402,828(1)
    Bong Koh   9,402,828(1)

     

    1Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

     

    VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. 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 II, LLC, VHCP Management III, LLC and VHCP Management EG, LLC.

     

    Page 14 of 20 

     

     

    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 Group.

     

    Not Applicable

     

    Item 10.Certifications.

     

    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.

     

    Page 15 of 20 

     

     

    CUSIP No. 23306J101

     

    SIGNATURE

     

    After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct.

     

    Dated: June 23, 2022

     

    Venrock Healthcare Capital Partners II, L.P.   Venrock Healthcare Capital Partners III, L.P.
             
    By: VHCP Management II, LLC   By: VHCP Management III, LLC
    Its: General Partner   Its: General Partner
             
    By: /s/ David L. Stepp   By: /s/ David L. Stepp
      Name: David L. Stepp     Name: David L. Stepp
      Its: Authorized Signatory     Its: Authorized Signatory
         
    VHCP Co-Investment Holdings II, LLC   VHCP Co-Investment Holdings III, LLC
             
    By: VHCP Management II, LLC   By: VHCP Management III, LLC
    Its: Manager   Its: Manager
             
    By: /s/ David L. Stepp   By: /s/ David L. Stepp
      Name: David L. Stepp     Name: David L. Stepp
      Its: Authorized Signatory     Its: Authorized Signatory
         
    VHCP Management II, LLC   VHCP Management III, LLC
             
    By: /s/ David L. Stepp   By: /s/ David L. Stepp
      Name: David L. Stepp     Name: David L. Stepp
      Its: Authorized Signatory     Its: Authorized Signatory
         
    Venrock Healthcare Capital Partners EG, L.P.   VHCP Management EG, LLC
         
    By: VHCP Management EG, LLC   /s/ David L. Stepp
    Its: General Partner   Name: David L. Stepp
        Its: Authorized Signatory
           
    /s/ David L. Stepp    
    Name: David L. Stepp    
    Its: Authorized Signatory    

     

    Bong Koh    
         
    /s/ David L. Stepp    
    David L. Stepp, Attorney-in-fact    
         
    Nimish Shah    
         
    /s/ David L. Stepp    
    David L. Stepp, Attorney-in-fact

     

    Page 16 of 20 

     

     

    CUSIP No. 23306J101

     

    EXHIBITS

     

    A: Joint Filing Agreement

     

    B: Power of Attorney for Nimish Shah

     

    C: Power of Attorney for Bong Koh

     

    Page 17 of 20 

     

     

    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 Ordinary Shares of DBV Technologies S.A. 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 June, 2022.

     

    Venrock Healthcare Capital Partners II, L.P.   Venrock Healthcare Capital Partners III, L.P.
             
    By: VHCP Management II, LLC   By: VHCP Management III, LLC
    Its: General Partner   Its: General Partner
             
    By: /s/ David L. Stepp   By: /s/ David L. Stepp
      Name: David L. Stepp     Name: David L. Stepp
      Its: Authorized Signatory     Its: Authorized Signatory
         
    VHCP Co-Investment Holdings II, LLC   VHCP Co-Investment Holdings III, LLC
             
    By: VHCP Management II, LLC   By: VHCP Management III, LLC
    Its: Manager   Its: Manager
             
    By: /s/ David L. Stepp   By: /s/ David L. Stepp
      Name: David L. Stepp     Name: David L. Stepp
      Its: Authorized Signatory     Its: Authorized Signatory
         
    VHCP Management II, LLC   VHCP Management III, LLC
             
    By: /s/ David L. Stepp   By: /s/ David L. Stepp
      Name: David L. Stepp     Name: David L. Stepp
      Its: Authorized Signatory     Its: Authorized Signatory
         
    Venrock Healthcare Capital Partners EG, L.P.   VHCP Management EG, LLC
         
    By: VHCP Management EG, LLC   /s/ David L. Stepp
    Its: General Partner   Name: David L. Stepp
        Its: Authorized Signatory

     

    /s/ David L. Stepp  
    Name: David L. Stepp  
    Its: Authorized Signatory  

     

         
    Bong Koh    
         
    /s/ David L. Stepp    
    David L. Stepp, Attorney-in-fact    

     

    Nimish Shah    
         
    /s/ David L. Stepp    
    David L. Stepp, Attorney-in-fact    

     

    Page 18 of 20 

     

     

    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:

     

    (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 caused this Power of Attorney to be executed as of this 23rd day of June, 2022.

     

    /s/ Nimish Shah  

     

    Page 19 of 20 

     

     

    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 caused this Power of Attorney to be executed as of this 23rd day of June, 2022.

     

    /s/ Bong Koh  

     

    Page 20 of 20 

     

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