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    SEC Form SC 13G/A filed by Syndax Pharmaceuticals Inc. (Amendment)

    10/5/23 12:23:50 PM ET
    $SNDX
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $SNDX alert in real time by email
    SC 13G/A 1 d542507dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 20549

     

     

    SCHEDULE 13G

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    (Amendment No. 2)*

     

     

    Syndax Pharmaceuticals, Inc.

    (Name of Issuer)

    Common Stock

    (Title of Class of Securities)

    87164F105

    (CUSIP Number)

    October 3, 2023

    (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).

     

     

     


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     PN


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     PN


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     OO


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     PN


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     PN


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     OO


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     PN


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     PN


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     OO


    CUSIP No. 87164F105

     

     1.   

     Names of Reporting Persons

     

     Frazier Life Sciences X, L.P.

     2.  

     Check the Appropriate Box if a Member of a Group (see instructions)

     

     (a) ☐  (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 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     PN


    CUSIP No. 87164F105

     

     1.   

     Names of Reporting Persons

     

     FHMLS X, L.P.

     2.  

     Check the Appropriate Box if a Member of a Group (see instructions)

     

     (a) ☐  (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 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     PN


    CUSIP No. 87164F105

     

     1.   

     Names of Reporting Persons

     

     FHMLS X, L.L.C.

     2.  

     Check the Appropriate Box if a Member of a Group (see instructions)

     

     (a) ☐  (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 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     OO


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     United States Citizen

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     IN


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     United States Citizen

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     IN


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     United States Citizen

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     IN


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     United States Citizen

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     IN


    CUSIP No. 87164F105

     

     1.   

     Names 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.  

     Citizenship or Place of Organization

     

     United States Citizen

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5.    

     Sole Voting Power

     

     0 shares

       6.   

     Shared Voting Power

     

     0 shares

       7.   

     Sole Dispositive Power

     

     0 shares

       8.   

     Shared Dispositive Power

     

     0 shares

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     0 shares

    10.  

     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

     

     ☐

    11.  

     Percent of Class Represented by Amount in Row 9

     

     0.0%

    12.  

     Type of Reporting Person (see instructions)

     

     IN


    Item 1(a).

       Name of Issuer: Syndax Pharmaceuticals, Inc.

    Item 1(b).

       Address of Issuer’s Principal Executive Offices: 35 Gatehouse Drive, Building D, Floor 3, Waltham, Massachusetts 02451

    Item 2(a).

      

    Name of Person Filing:

     

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

     

    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.

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

    FHMLS X, L.P.

    FHMLS X, L.L.C.

    James N. Topper (“Topper”)

    Patrick J. Heron (“Heron”)

    Albert Cha (“Cha”)

    James Brush (“Brush”)

    Daniel Estes (“Estes” and together with Topper, Heron, Cha and Brush, the “Members”)

    Item 2(b).

      

    Address of Principal Business Office or, if none, Residence:

     

    The address and principal business office of the Reporting Persons is:

     

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

    70 Willow Road, Suite 200

    Menlo Park, CA 94025

     

    Item 2(c).

      

    Citizenship:

         
      

    Entities:

      

    FLSPF

      

    -  Delaware, U.S.A.

         

    FHMLSP, L.P.

      

    -  Delaware, U.S.A.

         

    FHMLSP, L.L.C.

      

    -  Delaware, U.S.A.

         

    FLSPOF

      

    -  Delaware, U.S.A.

         

    FHMLSP Overage, L.P.

      

    -  Delaware, U.S.A.

         

    FHMLSP, L.L.C.

      

    -  Delaware, U.S.A.

         

    FLS XI

      

    -  Delaware, U.S.A.

         

    FHMLS XI, L.P.

      

    -  Delaware, U.S.A.

         

    FHMLS XI, L.L.C.

      

    -  Delaware, U.S.A.

         

    FLS X

      

    -  Delaware, U.S.A.

         

    FHMLS X, L.P.

      

    -  Delaware, U.S.A.

         

    FHMLS X, L.L.C.

      

    -  Delaware, U.S.A.

      

    Individuals:

      

    Topper

      

    -  United States Citizen

         

    Heron

      

    -  United States Citizen

         

    Cha

      

    -  United States Citizen

         

    Brush

      

    -  United States Citizen

         

    Estes

      

    -  United States Citizen

     

    Item 2(d).

      

    Title of Class of Securities: Common Stock

    Item 2(e).

      

    CUSIP Number: 87164F105


    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:

     

          (a)    ☐   

    Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

      (b)    ☐    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
      (c)    ☐    Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
      (d)    ☐    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
      (e)    ☐    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
      (f)    ☐    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
      (g)    ☐    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
      (h)    ☐    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
      (i)    ☐    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
      (j)    ☐    A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
      (k)    ☐    Group, in accordance with §240.13d–1(b)(1)(ii)(K).
         If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

     

    Item 4.

    Ownership

    Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

     

      (a)

    Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person.

     

      (b)

    Percent of Class: See Row 11 of cover page for each Reporting Person

     

      (c)

    Number of shares as to which the person has:

     

      (i)

    Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

     

      (ii)

    Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

     

      (iii)

    Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

     

      (iv)

    Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

     

    Item 5.

    Ownership of 5 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 5 percent of the class of securities, check the following ☒.

     

    Item 6.

    Ownership of More than 5 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

    Each member of the group is identified on Exhibit A to this Schedule 13G amendment.

     

    Item 9.

    Notice of Dissolution of a Group

    Not applicable.

     

    Item 10.

    Certification

    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.


    SIGNATURE

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

     

    Date: October 5, 2023

       

    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: October 5, 2023

       

    FHMLSP, L.P.

       

    By: FHMLSP, L.L.C., its General Partner

        By:  

    /s/ Steve R. Bailey

         

    Steve R. Bailey, Chief Financial Officer

    Date: October 5, 2023

        FHMLSP, L.L.C.
        By:  

    /s/ Steve R. Bailey

         

    Steve R. Bailey, Chief Financial Officer

    Date: October 5, 2023

        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

    Date: October 5, 2023

       

    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: October 5, 2023

       

    FHMLSP OVERAGE, L.L.C.

        By:  

    /s/ Steve R. Bailey

         

    Steve R. Bailey, Chief Financial Officer

    Date: October 5, 2023

       

    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: October 5, 2023

       

    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: October 5, 2023     FHMLS XI, L.L.C.
        By:   /s/ Steve R. Bailey
          Steve R. Bailey, Chief Financial Officer
    Date: October 5, 2023     FRAZIER LIFE SCIENCES X, L.P.
        By: FHMLS X, L.P., its General Partner
        By: FHMLS X, L.L.C., its General Partner
        By:   /s/ Steve R. Bailey
          Steve R. Bailey, Chief Financial Officer
    Date: October 5, 2023     FHMLS X, L.P.
        By: FHMLS X, L.L.C., its General Partner
        By:   /s/ Steve R. Bailey
          Steve R. Bailey, Chief Financial Officer
    Date: October 5, 2023     FHMLS X, L.L.C.
        By:   /s/ Steve R. Bailey
          Steve R. Bailey, Chief Financial Officer
    Date: October 5, 2023     By:   *
          James N. Topper
    Date: October 5, 2023     By:   *
          Patrick J. Heron
    Date: October 5, 2023     By:   **
          Albert Cha
    Date: October 5, 2023     By:   **
          James Brush
    Date: October 5, 2023     By:   ***
          Daniel Estes
    Date: October 5, 2023     By:   /s/ Steve R. Bailey
          Steve R. Bailey, as Attorney-in-Fact

     

    *

    This Schedule 13G 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 March 29, 2016.

    **

    This Schedule 13G 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 13G 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.


    Exhibit Index

    Exhibit A - Agreement regarding filing of joint Schedule 13G.

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