SEC Form SC 13G/A filed by CinCor Pharma Inc. (Amendment)
$CINC
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CinCor Pharma, Inc.
(Name of Issuer)
Common stock, $0.00001 par value per share
(Title of Class of Securities)
17240Y109
(CUSIP Number)
January 11, 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)
☒ 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).
** This Amendment No. 1 is being filed solely to remove Aaron Royston as a Reporting Person, because Mr. Royston does not beneficially own any of the Shares reported herein.
Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 10
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SCHEDULE 13G
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CUSIP No. 17240Y109
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic Fund III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,862,256
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,862,256
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,862,256
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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SCHEDULE 13G
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CUSIP No. 17240Y109
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic GP III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,862,256
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,862,256
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,862,256
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN, HC
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SCHEDULE 13G
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CUSIP No. 17240Y109
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic GP III, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(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
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,862,256
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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||||
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8
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SHARED DISPOSITIVE POWER
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1,862,256
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,862,256
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO, HC
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SCHEDULE 13G
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CUSIP No. 17240Y109
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Page 5 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Robert Adelman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(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
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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1,862,256
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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||
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1,862,256
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|
|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
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1,862,256
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
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|
||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.9%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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SCHEDULE 13G
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CUSIP No. 17240Y109
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Page 6 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Corey Goodman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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|
|||
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
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SHARED VOTING POWER
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|
|
||
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1,862,256
|
|
|
|||
|
|
|
||||
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7
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SOLE DISPOSITIVE POWER
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||
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0
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|||
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|
||||
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8
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SHARED DISPOSITIVE POWER
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|
||
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1,862,256
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|
|||
|
|
|
||||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,862,256
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
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4.9%
|
|
|
|||
|
|
|
||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
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IN, HC
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|||
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||||
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SCHEDULE 13G
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CUSIP No. 17240Y109
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Page 7 of 10 Pages
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Explanatory Note:
This Amendment No. 1 is being filed solely to remove Aaron Royston as a Reporting Person, because Mr. Royston does not beneficially own any of the Shares reported herein. Mr. Royston was inadvertently included as a Reporting Person in the
Schedule 13G originally filed by the Reporting Persons on January 11, 2022.
| Item 1(a). |
Name of Issuer
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CinCor Pharma, Inc. (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices
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230 Third Avenue, 6th Floor, Waltham, MA 02451
| Item 2(a). |
Names of Persons Filing
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This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
| i. |
venBio Global Strategic Fund III, L.P. (“Fund III”);
|
| ii. |
venBio Global Strategic GP III, L.P. (the “General Partner III);
|
| iii. |
venBio Global Strategic GP III, Ltd. (“GP Ltd. III”);
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| iv. |
Robert Adelman (“Mr. Adelman”); and
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| v. |
Corey Goodman (“Mr. Goodman”);
|
This Statement relates to Shares (as defined herein) directly beneficially owned by Fund III. General Partner III is the sole general partner of Fund III, and GP Ltd. III is the
sole general partner of General Partner III. Mr. Adelman and Mr. Goodman are directors of GP Ltd. III (collectively, the “Directors”). Accordingly, each of General Partner III, GP Ltd. III, and the Directors may be deemed to indirectly beneficially
own the Shares reported herein.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence
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The address of the principal business office of each Reporting Person is c/o venBio Partners, LLC, 1700 Owens Street, Suite 595, San Francisco, CA 94158.
| Item 2(c). |
Citizenship
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Each of Fund III and General Partner III is a Cayman Islands exempted limited partnership. GP Ltd. III is a Cayman Islands exempted company. Each of the Directors is a citizen of
the United States of America.
| Item 2(d). |
Title of Class of Securities
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Common stock, $0.00001 par value per share (the “Shares”)
| Item 2(e). |
CUSIP Number
|
17240Y109
| 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:
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This Item 3 is not applicable.
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SCHEDULE 13G
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CUSIP No. 17240Y109
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Page 8 of 10 Pages
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| Item 4. |
Ownership
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| Item 4(a) |
Amount Beneficially Owned
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As of and the date hereof, each of the Reporting Persons may be deemed to beneficially own 1,862,256 Shares.
As of January 11, 2022, the date of the original Schedule 13G, each of the Reporting Persons may have been deemed to beneficially own 1,980,706 Shares.
| Item 4(b) |
Percent of Class
|
The percentages set forth in row 11 are based on 37,739,323 Shares outstanding, as reported in the Issuer’s quarterly report on Form 10-Q, filed with the
SEC on August 8, 2022.
As of January 11, 2022, the Reporting Persons’ beneficial ownership percentage of 5.6%, which was set forth in the original Schedule 13G, was based on 35,419,099
Shares expected to be outstanding upon closing of the Issuer’s initial public offering on January 11, 2022, as reported in the Issuer’s registration statement on Form S-1, file number 333-261738.
| Item 4(c) |
Number of shares as to which such person has:
|
| (i) |
sole power to vote or to direct the vote: See Line 5 of cover sheets.
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| (ii) |
shared power to vote or to direct the vote: See Line 6 of cover sheets.
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| (iii) |
sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.
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| (iv) |
shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
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Each Reporting Person disclaims beneficial ownership of such securities except for the shares, if any, such Reporting Person holds of record.
| Item 5. |
Ownership of Five Percent or Less of a Class
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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 5 percent of the class of securities, check the
following [X].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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This Item 6 is 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
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See disclosure in Item 2 hereof.
| Item 8. |
Identification and Classification of Members of the Group
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This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group
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This Item 9 is not applicable.
| Item 10. |
Certification
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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.
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SCHEDULE 13G
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CUSIP No. 17240Y109
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Page 9 of 10 Pages
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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.
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Dated: September 26, 2022
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VENBIO GLOBAL STRATEGIC FUND III, L.P.
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By:
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VENBIO GLOBAL STRATEGIC GP III, L.P.
General Partner
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By:
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VENBIO GLOBAL STRATEGIC GP III, LTD.
General Partner
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By:
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*
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Title:
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Director
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By:
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*
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||
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Title:
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Director
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By:
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*
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||
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Title:
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Director
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VENBIO GLOBAL STRATEGIC GP III, L.P.
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By:
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VENBIO GLOBAL STRATEGIC GP III, LTD.
General Partner
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By:
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*
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||
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Title:
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Director
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By:
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*
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||
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Title:
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Director
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By:
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*
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Title:
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Director
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VENBIO GLOBAL STRATEGIC GP III, LTD.
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|||
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By:
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*
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||
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Title:
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Director
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||
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By:
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*
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||
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Title:
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Director
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||
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By:
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*
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||
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Title:
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Director
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||
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*
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|||
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Corey Goodman
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|||
| * | |||
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Robert Adelman
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|||
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By:
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/s/ David Pezeshki
|
||
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David Pezeshki
|
|||
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As attorney-in-fact
|
|||
This Schedule 13D was executed by David Pezeshki on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
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SCHEDULE 13G
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|
|
CUSIP No. 17240Y109
|
Page 10 of 10 Pages
|
EXHIBIT INDEX
|
Ex.
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Page No.
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Joint Filing Agreement
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11
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