SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Amendment No. 1)

Under the Securities Exchange Act of 1934

 

 

eFFECTOR Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

28202V 108

(CUSIP Number)

December 31, 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. 28202V 108  

Schedule 13G

 

  2

 

 1.   

 Names of Reporting Persons.

 

 SR One Capital Management, LLC

 2.  

 Check the Appropriate Box if a Member of a Group

 (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

   6.  

 Shared Voting Power

 

 0

   7.  

 Sole Dispositive Power

 

 0

   8.  

 Shared Dispositive Power

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person

 

 OO


CUSIP No. 28202V 108  

Schedule 13G

 

  3

 

 1.   

 Names of Reporting Persons.

 

 SR One Capital Fund I Aggregator, LP

 2.  

 Check the Appropriate Box if a Member of a Group

 (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

   6.  

 Shared Voting Power

 

 0

   7.  

 Sole Dispositive Power

 

 0

   8.  

 Shared Dispositive Power

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person

 

 PN


CUSIP No. 28202V 108  

Schedule 13G

 

  4

 

 1.   

 Names of Reporting Persons.

 

 SR One Capital Partners I, LP

 2.  

 Check the Appropriate Box if a Member of a Group

 (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

   6.  

 Shared Voting Power

 

 0

   7.  

 Sole Dispositive Power

 

 0

   8.  

 Shared Dispositive Power

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person

 

 PN


CUSIP No. 28202V 108  

Schedule 13G

 

  5

 

 1.   

 Names of Reporting Persons.

 

 SR One Co-Invest I, LLC

 2.  

 Check the Appropriate Box if a Member of a Group

 (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

   6.  

 Shared Voting Power

 

 0

   7.  

 Sole Dispositive Power

 

 0

   8.  

 Shared Dispositive Power

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person

 

 OO


CUSIP No. 28202V 108  

Schedule 13G

 

  6

 

 1.   

 Names of Reporting Persons.

 

 SR One Co-Invest I Manager, LLC

 2.  

 Check the Appropriate Box if a Member of a Group

 (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

   6.  

 Shared Voting Power

 

 0

   7.  

 Sole Dispositive Power

 

 0

   8.  

 Shared Dispositive Power

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person

 

 OO


CUSIP No. 28202V 108  

Schedule 13G

 

  7

 

 1.   

 Names of Reporting Persons.

 

 Simeon George

 2.  

 Check the Appropriate Box if a Member of a Group

 (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

   6.  

 Shared Voting Power

 

 0

   7.  

 Sole Dispositive Power

 

 0

   8.  

 Shared Dispositive Power

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person

 

 IN


CUSIP No. 28202V 108  

Schedule 13G

 

  8

 

Explanatory Note:

This Amendment No. 1 to the Schedule 13G (“Amendment No. 1”) relating to eFFECTOR Therapeutics Inc., a Delaware corporation (the “Company”), is being filed on behalf of the undersigned to amend the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2022 (the “Schedule 13G”). This Amendment No. 1 is being filed to disclose that the Reporting Persons have ceased to be the beneficial owner of more than five percent of the outstanding shares of common stock, par value $0.001 (the “Common Stock”) of the Company. This Amendment No. 1 is the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons.

ITEM 1.

 

  (a)

Name of Issuer:

eFFECTOR Therapeutics Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices:

11120 Roselle Street, Suite A, San Diego, CA 92121

ITEM 2.

 

  (a)

Name of Person Filing:

This Amendment No. 1 is being filed jointly by SR One Capital Fund I Aggregator, LP (“SR One Fund I”), SR One Capital Partners I, LP (“SR One CP I”), SR One Capital Management, LLC (“SR One Management”), SR One Co-Invest I, LLC (“SR One Co-Invest”), SR One Co-Invest I Manager, LLC (“Co-Invest Manager”), and Simeon George (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing filed herewith in accordance with Rule 13d-1(k)(1) under the Act.

SR One Fund I is owned and controlled by SR One Management, which is indirectly owned and controlled by Simeon George. SR One CP I serves as the general partner of SR One Fund I and SR One Management serves as the general partner of SR One CP I. Co-Invest Manager serves as the manager of SR One Co-Invest and SR One Management serves as the manager of Co-Invest Manager. Simeon George is the managing member of SR One Management.

 

  (b)

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

The principal business address of each Reporting Person is as follows:

985 Old Eagle School Road, Suite 511, Wayne, PA 19087

 

  (c)

Citizenship:

Delaware

 

  (d)

Title of Class of Securities:

Common Stock, par value $0.001

 

  (e)

CUSIP Number:

28202V 108

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).


CUSIP No. 28202V 108  

Schedule 13G

 

  9

 

(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 Section 240.13d-1(b)(1)(ii)(E).
(f)    [ ] An employee benefit plan or endowment fund in accordance with Section 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 association 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)(ii)(J).
(k)    [ ] Group, in accordance with Rule 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.

The information in items 1 and 5 through 11 on the cover page for each Reporting Person of this Amendment No. 1 is hereby incorporated by reference.

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 [X].

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.

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.

Not Applicable.


SIGNATURE

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

Dated: February 9, 2024

 

SR ONE CAPITAL FUND I AGGREGATOR, L.P.
By: SR One Capital Partners I, LP
By: SR One Capital Management, LLC
By:   /s/ Sasha Keough
  Name: Sasha Keough
  Title: Attorney-in-Fact
SR ONE CAPITAL PARTNERS I, LP
By: SR One Capital Management, LLC, its General Partner
By:   /s/ Sasha Keough
  Name: Sasha Keough
  Title: Attorney-in-Fact
SR ONE CO-INVEST I, LLC
By: SR One Co-Invest I Manager, LLC its Managing Member
By: SR One Capital Management, LLC, its Managing Member
By:   /s/ Sasha Keough
  Name: Sasha Keough
  Title: Attorney-in-Fact
SR ONE CO-INVEST I MANAGER, LLC
By: SR One Capital Management, LLC, its Managing Member
By:   /s/ Sasha Keough
  Name: Sasha Keough
  Title: Attorney-in-Fact
SR ONE CAPITAL MANAGEMENT, LLC
By: Simeon George, its Managing Member
By:   /s/ Sasha Keough
  Name: Sasha Keough
  Title: Attorney-in-Fact
  *
  Simeon George


*/s/ Sasha Keough
Sasha Keough
As attorney-in-fact

This Amendment No. 1 was executed by Sasha Keough on behalf of the entities and individual listed above pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit 2 hereto.

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

This joint filing agreement (this “Agreement”) is made and entered into as of February 9, 2024, by and among SR One Capital Fund I Aggregator, LP, SR One Capital Partners I, LP, SR One Capital Management, LLC, SR One Co-Invest I, LLC, SR One Co-Invest I Manager, LLC, and Simeon George.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto with respect to the beneficial ownership by each of the undersigned of the shares of common stock of eFFECTOR Therapeutics, Inc. (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

SR ONE CAPITAL FUND I
AGGREGATOR, L.P.
By: SR One Capital Partners I, LP, its General Partner
By: SR One Capital Management, LLC, its General Partner
By:   /s/ Sasha Keough

Name: Sasha Keough

Title: Attorney-in-Fact

 

SR ONE CAPITAL PARTNERS I, LP

 

By: SR One Capital Management, LLC, its General Partner

By:   /s/ Sasha Keough
Name: Sasha Keough
Title: Attorney-in-Fact

 

SR ONE CO-INVEST I, L.P.

 

By: SR One Co-Invest I Manager, LLC, its Managing Member

By: SR One Capital Management, LLC, its Managing Member

By:   /s/ Sasha Keough

Name: Sasha Keough

Title: Attorney-in-Fact


SR ONE CO-INVEST I MANAGER, LLC
By: SR One Capital Management, LLC, its Managing Member
By:   /s/ Sasha Keough
Name: Sasha Keough
Title: Attorney-in-Fact
SR ONE CAPITAL MANAGEMENT, LLC
By:   /s/ Sasha Keough
Name: Sasha Keough
Title: Attorney-in-Fact
*
Simeon George

 

*/s/ Sasha Keough

Sasha Keough

As attorney-in-fact

This Joint Filing Agreement was executed by Sasha Keough on behalf of the entities and individual listed above pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit 2 hereto.

EX-99.2

Exhibit 2

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Sasha Keough, Karen Narolewski-Engel, James Macadam, and Alexander M. Bowling, and each of them singly, as each of the undersigned’s true and lawful attorneys-in-fact with full power and authority as hereinafter described to:

1. execute for and on behalf of each of the undersigned individual and entities (each, a “Filer” and collectively, the “Filers”) (i) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, (ii) Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and the rules thereunder;

2. do and perform any and all acts for and on behalf of each of the Filers which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 (including amendments thereto), Form 144, or Schedule 13D or 13G (including amendments thereto) and timely file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including, but not limited to, executing a Form ID or Update Passphrase request for and on behalf of each of the undersigned and filing such applications with the SEC; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, a Filer, it being understood that the documents executed by such attorney-in-fact on behalf of such Filer pursuant to this Limited 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.

Each of the Filers hereby grants to each 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 a Filer might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all the acts 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 Limited Power of Attorney and the rights and powers herein granted. Each of the Filers acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of such Filer, is not assuming any of such Filer’s responsibilities to comply with Sections 13 or 16 of the Exchange Act or Rule 144 under the Securities Act.

This Limited Power of Attorney shall remain in full force and effect until a Filer is no longer required to file Forms 3, 4, and 5 (including amendments thereto), Form 144, and Schedules 13D and 13G (including amendments thereto) with respect to such Filer’s holdings of and transactions in securities, unless earlier revoked by such Filer in a signed writing delivered to each of the foregoing attorneys-in-fact. In addition, at such time as any attorney-in-fact resigns as attorney-in-fact by the execution of a written resignation delivered to each Filer, without any action on the part of the Filers, this Limited Power of Attorney shall be partially revoked solely with respect to such individual; such individual shall cease to be an attorney-in-fact under this Limited Power of Attorney; and the authority of the other attorneys-in-fact then existing hereunder shall remain in full force and effect.

[Signature page follows]


IN WITNESS WHEREOF, each of the undersigned has caused this Limited Power of Attorney to be executed as of this 12th day of December, 2022.

 

/s/ Simeon George

Simeon George (Individually)

SR One Capital Management, LLC,

a Delaware limited liability company

By:  

/s/ Simeon George

Simeon George, Managing Member

SR One Capital Fund I Aggregator, LP,

a Delaware limited partnership

By:   SR One Capital Partners I, LP, a Delaware limited partnership
Its:   General Partner
By:   SR One Capital Management, LLC, a Delaware limited liability company
Its:   General Partner
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Capital Partners I, LP,

a Delaware limited partnership

By:   SR One Capital Management, LLC
  a Delaware limited liability company
Its:   General Partner
By:  

/s/ Simeon George

  Simeon George, Managing Member


SR One Capital Fund II Aggregator, LP,

a Delaware limited partnership

By:   SR One Capital Partners II, LP,
  a Delaware limited partnership
Its:   General Partner
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   General Partner
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Capital Partners II, LP,

a Delaware limited partnership

By:  

SR One Capital Management, LLC

a Delaware limited liability company

Its:   General Partner
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Capital Opportunities Fund I, LP,

a Delaware limited partnership

By:   SR One Capital Opportunities Partners I, LP, a Delaware limited partnership
Its:   General Partner
By:  

SR One Capital Management, LLC,

a Delaware limited liability company

Its:   General Partner
By:  

/s/ Simeon George

  Simeon George, Managing Member


SR One Capital Opportunities Partners I, LP,

a Delaware limited partnership

By:   SR One Capital Management, LLC
  a Delaware limited liability company
Its:   General Partner
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Co-Invest Manager I, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Co-Invest I, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager I, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member


SR One Co-Invest Manager II, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Co-Invest II, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager II, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Co-Invest Manager III, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member


SR One Co-Invest III, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager III, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Co-Invest Manager IV, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Co-Invest IV, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager IV, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member


SR One Co-Invest IV-A, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager IV, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Co-Invest Manager V, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Co-Invest V, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager V, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member


SR One Co-Invest Manager VI, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Co-Invest VI, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager VI, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member

SR One Co-Invest Manager VII, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:  

/s/ Simeon George

  Simeon George, Managing Member


SR One Co-Invest VII, LLC,
a Delaware limited liability company
By:   SR One Co-Invest Manager VII, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest Manager VIII, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest VIII, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager VIII, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member


SR One Co-Invest Manager IX, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest IX, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager IX, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest Manager X, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member


SR One Co-Invest X, LLC,
a Delaware limited liability company
By:   SR One Co-Invest Manager X, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest Manager XI, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest XI, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager XI, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member


SR One Co-Invest Manager XII, LLC,
a Delaware limited liability company
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest XII, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager XII, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest Manager XIII, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member


SR One Co-Invest XIII, LLC,
a Delaware limited liability company
By:   SR One Co-Invest Manager XIII, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest Manager XIV, LLC,

a Delaware limited liability company

By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest XIV, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager XIV, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member


SR One Co-Invest Manager XV, LLC,
a Delaware limited liability company
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member

SR One Co-Invest XV, LLC,

a Delaware limited liability company

By:   SR One Co-Invest Manager XV, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   SR One Capital Management, LLC,
  a Delaware limited liability company
Its:   Managing Member
By:   /s/ Simeon George
  Simeon George, Managing Member