Sec Form 13D Filing - Frazier Life Sciences Public Fund, L.P. filing for - 2025-05-13

The address of the principal place of business for each of the Reporting Persons is: c/o Frazier Life Sciences Management, L.P. 1001 Page Mill Rd, Building 4, Suite B Palo Alto, CA 94304

The principal business of the Members is to manage FLSPF, FHMLSP, L.P., FHMLSP, L.L.C., FLSPOF, FHMLSP Overage, L.P., FHMLSP Overage, L.L.C., FLS IX, FHMLS IX, L.P., FHMLS IX, L.L.C., FLS X, FHMLS X, L.P., FHMLS X, L.L.C., FLS XI, FHMLS XI, L.P., FHMLS XI, L.L.C., FLS XII, FHMLS XII, L.P. and FHMLS XII, L.L.C. and a number of affiliated partnerships with similar businesses.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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 Overage, L.L.C. - Delaware, U.S.A. FLS IX - Delaware, U.S.A. FHMLS IX, L.P. - Delaware, U.S.A. FHMLS IX, 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. FLS XI - Delaware, U.S.A. FHMLS XI, L.P. - Delaware, U.S.A. FHMLS XI, L.L.C. - Delaware, U.S.A. FLS XII - Delaware, U.S.A. FHMLS XII, L.P. - Delaware, U.S.A. FHMLS XII, 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

Prior to the Issuer's initial public offering (the "IPO"), FLS IX purchased from the Issuer (including shares purchased from YamadaCo IIA, Inc., which merged with and into the Issuer on March 13, 2019) in a series of private transactions, 4,877,998 shares of Common Stock and unsecured convertible promissory notes representing a principal amount of $20,000,000, such that the aggregate purchase price for both the shares of Common Stock and the unsecured convertible promissory notes is equal to $20,001,442.92. Upon closing of the IPO, the principal amount and accrued interest owed under the unsecured convertible promissory notes held by FLS IX automatically converted into 1,353,640 shares of Common Stock of the Issuer, resulting in FLS IX holding a total of 6,231,638 shares of Common Stock at such time. In addition, at the time of the IPO, FLS IX purchased an aggregate of 1,052,631 shares of Common Stock of the Issuer at the IPO price of $19.00 per share, resulting in FLS holding a total of 7,284,269 shares of the Issuer's Common Stock at such time. On June 12, 2020, FLS IX effected an in-kind pro rata stock distribution, pursuant to which it distributed a total of 1,456,854 shares of the Issuer's Common Stock to its limited partners and general partner, including FHMLS IX, L.L.C., Topper and Heron. Between August 9, 2022 and May 24, 2023, FLSPF has purchased an aggregate of 2,795,916 shares of Common Stock of the Issuer for an approximate total purchase price of $25,364,826. Between August 9, 2022 and May 24, 2023, FLS XI has purchased an aggregate of 822,118 shares of Common Stock of the Issuer for an approximate total purchase price of $7,880,834. On May 24, 2023, FLSPOF purchased an aggregate of 663,830 shares of Common Stock of the Issuer for an approximate total purchase price of $7,800,013. On May 25, 2023, Topper received a restricted stock unit award for 9,000 shares of Common Stock that was released to Topper on May 23, 2024 as consideration for Topper's service on the Issuer's board of directors. On May 23, 2024, Topper received a restricted stock unit award for 10,500 shares of Common Stock that will be released to Topper on May 23, 2025 as consideration for Topper's service on the Issuer's board of directors. On August 20, 2024, FLSPF purchased a warrant to purchase 2,004,956 shares of the Issuer's Common Stock for an approximate total purchase price of $23,054,989. On August 20, 2024, FLSPOF purchased a warrant to purchase 591,443 shares of the Issuer's Common Stock for an approximate total purchase price of $6,801,003. On August 20, 2024, FLS XI purchased a warrant to purchase 12,523 shares of the Issuer's Common Stock for an approximate total purchase price of $144,002. On May 9, 2025, FLSPF purchased an aggregate of 862,502 shares of Common Stock of the Issuer for an approximate total purchase price of $2,791,432.44. On May 9, 2025, FLSPOF purchased an aggregate of 254,442 shares of Common Stock of the Issuer for an approximate total purchase price of $823,485. On May 9, 2025, FLS X purchased an aggregate of 35,602 shares of Common Stock of the Issuer for an approximate total purchase price of $115,224. On May 9, 2025, FLS XI purchased an aggregate of 94,798 shares of Common Stock of the Issuer for an approximate total purchase price of $306,808. On May 9, 2025, FLS XII purchased an aggregate of 165,436 shares of Common Stock of the Issuer for an approximate total purchase price of $535,423. On May 12, 2025, FLSPF purchased an aggregate of 305,249 shares of Common Stock of the Issuer for an approximate total purchase price of $927,804. On May 12, 2025, FLSPOF purchased an aggregate of 90,051 shares of Common Stock of the Issuer for an approximate total purchase price of $273,710. On May 12, 2025, FLS X purchased an aggregate of 12,601 shares of Common Stock of the Issuer for an approximate total purchase price of $38,301. On May 12, 2025, FLS XI purchased an aggregate of 33,549 shares of Common Stock of the Issuer for an approximate total purchase price of $101,972. On May 12, 2025, FLS XII purchased an aggregate of 58,550 shares of Common Stock of the Issuer for an approximate total purchase price of $177,963. FLSPF holds 3,963,667 shares of this Issuer's Common Stock and a pre-funded warrant to purchase up to 2,004,956 shares of the Issuer's Common Stock (the "FLSPF Shares"), FLSPOF holds 918,272 shares of this Issuer's Common Stock and a pre-funded warrant to purchase up to 591,443 shares of the Issuer's Common Stock (the "FLSPOF Shares"), FLS IX holds 5,827,415 shares of the Issuer's Common Stock (the "FLS IX Shares"), FHMLS IX, L.L.C. holds 1 share of the Issuer's Common Stock (the "FHMLS IX, L.L.C. Share"), FLS X holds 35,602 shares of the Issuer's Common Stock (the "FLS X Shares"), FLS XI holds 916,916 shares of this Issuer's Common Stock and a pre-funded warrant to purchase up to 12,523 shares of the Issuer's Common Stock (the "FLS XI Shares"), FLS XII holds 165,436 shares of the Issuer's Common Stock (the "FLS XII Shares"), Heron holds 14,937 shares of the Issuer's Common Stock, which shares are held by The Heron Living Trust 11/30/2004, of which Heron is the co-trustee (the "Heron Shares"), and Topper holds 98,508 shares of the Issuer's Common Stock, of which 32,096 of such shares are held directly by Topper, 3,912 shares are held by Topper Group III LLC, of which Topper is a manager and the remaining 62,500 shares are issuable upon the exercise of options held directly by Dr. Topper that are exercisable within 60 days of May 9, 2025 (the "Topper Shares"). Additionally, each of the pre-funded warrants held by FLSPF, FLSPOF and FLS XI (collectively, the Pre-Funded Warrants") contain a provision, which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, any of the Reporting Persons, together with their affiliates and other attribution parties, would own more than 19.99% of the Common Stock outstanding of the Issuer. FLSPF, FLSPOF and FLS XI currently prohibited from exercising a portion of the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 14,429,990 shares of Common Stock of the Issuer. The working capital of FLSPF, FLSPOF, FLS IX, FLS X, FLS XI and FLS XII was the source of the funds for the purchase of the FLSPF Shares, the FLSPOF Shares, the FLS IX Shares, the FLS X Shares, the FLS XI Shares and the FLS XII Shares. No part of the purchase price of the FLSPF Shares, the FLSPOF Shares, the FLS IX Shares, the FLS X Shares, the FLS XI Shares or the FLS XII Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the FLSPF Shares, the FLSPOF Shares, the FLS IX Shares, the FLS X Shares, the FLS XI Shares, the FLS XII Shares, the Heron Shares or the Topper Shares.

FLSPF, FLSPOF, FLS IX, FLS X, FLS XI and FLS XII each acquired the FLSPF Shares, the FLSPOF Shares, the FLS IX Shares, the FLS X Shares, the FLS XI Shares and the FLS XII Shares, as the case me be, for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, FLSPF, FLSPOF, FLS IX, FLS X, FLS XI and FLS XII and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above.

The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of Topper's cover pages has been rounded down to 19.9%.

The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5.

Except as disclosed in Item 3 of this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Common Stock during the past 60 days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, FLSPF Shares, the FLSPOF Shares, the FLS IX Shares, the FLS X Shares, the FLS XI Shares, the FLS XII Shares, the Heron Shares or the Topper Shares beneficially owned by any of the Reporting Persons.

Not applicable.

To the best of the Reporting Persons' knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

EX-99.1 Joint Filing Agreement.