Filing Details

 

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.

CinCor Pharma, Inc. (the “Issuer”)

230 Third Avenue, 6th Floor, Waltham, MA 02451

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

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.

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.

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.

Common stock, $0.00001 par value per share (the “Shares”)

17240Y109

This Item 3 is not applicable.

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.

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.

 

Each Reporting Person disclaims beneficial ownership of such securities except for the shares, if any, such Reporting Person holds of record.

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].

This Item 6 is not applicable.

See disclosure in Item 2 hereof.

This Item 8 is not applicable.

This Item 9 is not applicable.

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.

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.

	*
	Corey Goodman
	*
	Robert Adelman
	By:	/s/ David Pezeshki
		David Pezeshki
		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.

EXHIBIT INDEX