Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

ArriVent BioPharma, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

04272N102

(CUSIP Number)

OrbiMed Advisors LLC OrbiMed Capital GP VIII LLC OrbiMed Asia GP IV, L.P. OrbiMed Advisors IV Limited   601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 30, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

 

*	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 disclosures provided in a prior cover page.

 

The information required on 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.  04272N102

 

1	Names of Reporting Persons.                  OrbiMed Advisors LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization                Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power             0
		8	Shared Voting Power                              3,027,328
		9	Sole Dispositive Power       0
		10	Shared Dispositive Power            3,027,328
11	Aggregate Amount Beneficially Owned by Each Reporting Person                  3,027,328
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)                     9.1%*
14	Type of Reporting Person (See Instructions)                    IA

 

*This percentage is calculated based upon 33,414,990 shares of common stock, par value $0.0001 per share, outstanding of ArriVent BioPharma, Inc. (the “Issuer”) following the closing of the Issuer’s initial public offering, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on January 26, 2024, after giving effect to an additional 1,458,333 shares that may be issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

 

CUSIP No.  04272N102

 

1	Names of Reporting Persons.                  OrbiMed Capital GP VIII LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization                Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power             0
		8	Shared Voting Power                              1,513,664
		9	Sole Dispositive Power       0
		10	Shared Dispositive Power            1,513,664
11	Aggregate Amount Beneficially Owned by Each Reporting Person                  1,513,664
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)                     4.5%*
14	Type of Reporting Person (See Instructions)                    OO

 

*This percentage is calculated based upon 33,414,990 shares of common stock, par value $0.0001 per share, outstanding of ArriVent BioPharma, Inc. (the “Issuer”) following the closing of the Issuer’s initial public offering, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on January 26, 2024, after giving effect to an additional 1,458,333 shares that may be issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

 

CUSIP No.  04272N102

 

1	Names of Reporting Persons.                  OrbiMed Asia GP IV, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization                Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power             0
		8	Shared Voting Power                              1,513,664
		9	Sole Dispositive Power       0
		10	Shared Dispositive Power            1,513,664
11	Aggregate Amount Beneficially Owned by Each Reporting Person                  1,513,664
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)                     4.5%*
14	Type of Reporting Person (See Instructions)                    LP

 

*This percentage is calculated based upon 33,414,990 shares of common stock, par value $0.0001 per share, outstanding of ArriVent BioPharma, Inc. (the “Issuer”) following the closing of the Issuer’s initial public offering, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on January 26, 2024, after giving effect to an additional 1,458,333 shares that may be issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

 

CUSIP No.  04272N102

 

1	Names of Reporting Persons.                  OrbiMed Advisors IV Limited
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			o
6	Citizenship or Place of Organization                Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power             0
		8	Shared Voting Power                              1,513,664
		9	Sole Dispositive Power       0
		10	Shared Dispositive Power            1,513,664
11	Aggregate Amount Beneficially Owned by Each Reporting Person                  1,513,664
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)                     4.5%*
14	Type of Reporting Person (See Instructions)                    CO

 

*This percentage is calculated based upon 33,414,990 shares of common stock, par value $0.0001 per share, outstanding of ArriVent BioPharma, Inc. (the “Issuer”) following the closing of the Issuer’s initial public offering, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on January 26, 2024, after giving effect to an additional 1,458,333 shares that may be issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

 

Item 1.  Security and Issuer

 

This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.0001 per share (the “Shares”), of ArriVent BioPharma, Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal executive offices located at 18 Campus Boulevard, Suite 100, Newtown Square, PA 19073. The Shares are listed on the NASDAQ Stock Market under the ticker symbol “AVBP”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

On January 30, 2024, the Issuer completed its initial public offering pursuant to which the Issuer agreed to issue and sell 9,722,222 Shares to the participants in the offering (the “IPO”). In addition, the Issuer granted the underwriters of the IPO an option to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 1,458,333 Shares. The purchase price for each Share was $18.00. As a result of the IPO, the Issuer’s total number of outstanding Shares increased to 33,414,990 (after giving effect to the additional 1,458,333 shares that may be issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option).

 

Item 2. Identity and Background

 

(a) This Statement is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Capital GP VIII LLC, (“GP VIII”), OrbiMed Asia GP IV, L.P. (“OAP GP IV”), and OrbiMed Advisors IV Limited (“Advisors IV”) (collectively, the “Reporting Persons”).

 

(b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

GP VIII, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership, as more particularly described in Item 6 below. GP VIII has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

Advisors IV, a Cayman Islands exempted company, is the general partner of OAP GP IV, as amore particularly described in Item 6 below. Advisors IV has its principal offices at 601 Lexington Avenue, 54th Floor, New York, NY 10022.

 

OAP GP IV, a Cayman Islands exempted limited partnership, is the general partner of a limited partnership, as more particularly described in Item 6 below. OAP GP IV has its principal offices at 601 Lexington Avenue, 54th Floor, New York, NY 10022.

 

The directors and executive officers of OrbiMed Advisors, GP VIII, Advisors IV, and OAP GP IV are set forth on Schedules I, II, III, and IV, respectively, attached hereto. Schedules I through IV set forth the following information with respect to each such person:

 

(i)          name;

 

(ii)         business address;

 

(iii)       present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

 

(iv)       citizenship.

 

(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I or II has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

 

 

Item 3.  Source and Amount of Funds or Other Consideration

 

On June 9, 2021, OrbiMed Advisors and GP VIII, pursuant to their authority under the limited partnership agreement of OrbiMed Private Investments VIII, LP (“OPI VIII”), as more particularly described in Item 6 below, caused OPI VIII to purchase 7,500,000 shares of Series A preferred stock of the Issuer, and OrbiMed Advisors, Advisors IV, and OAP GP IV, pursuant to their authority under the limited partnership agreement of OrbiMed Asia Partners IV, L.P. (“OAP IV”), as more particularly described in Item 6 below, caused OAP IV to purchase 7,500,000 shares of Series A preferred stock of the Issuer.

 

On January 27, 2022, OrbiMed Advisors and GP VIII, pursuant to their authority under the limited partnership agreement of OPI VIII, as more particularly described in Item 6 below, caused OPI VIII to purchase 5,000,000 shares of Series A preferred stock of the Issuer, and OrbiMed Advisors, Advisors IV, and OAP GP IV, pursuant to their authority under the limited partnership agreement of OAP IV, as more particularly described in Item 6 below, caused OAP IV to purchase 5,000,000 shares of Series A preferred stock of the Issuer.

 

On December 16, 2022, OrbiMed Advisors and GP VIII, pursuant to their authority under the limited partnership agreement of OPI VIII, as more particularly described in Item 6 below, caused OPI VIII to purchase 7,142,857 shares of Series B preferred stock of the Issuer, and OrbiMed Advisors, Advisors IV, and OAP GP IV, pursuant to their authority under the limited partnership agreement of OAP IV, as more particularly described in Item 6 below, caused OAP IV to purchase 7,142,857 shares of Series B preferred stock of the Issuer.

 

The shares of Series A and Series B preferred stock of the Issuer will convert into Shares immediately prior to the closing of the IPO using a calculation defined in the Issuer’s Amended and Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The shares of Series A and Series B preferred stock will convert on a 15.21-for-1 basis, which conversion rate is not reflected in the number of shares of Series A and Series B preferred stock described in this Item 3.

 

On and prior to the close of the IPO, OrbiMed Advisors and GP VIII, pursuant to their authority under the limited partnership agreement of OPI VIII, as more particularly described in Item 6 below, caused OPI VIII to purchase 222,222 Shares in the IPO, and OrbiMed Advisors, Advisors IV, and OAP GP IV, pursuant to their authority under the limited partnership agreement of OAP IV, as more particularly described in Item 6 below, caused OAP IV to purchase 222,222 Shares in the IPO.

 

The source of funds for such purchases was the working capital of OPI VIII and OAP IV, respectively.

 

As a result of the transactions described in this Item 3, GP VIII, as the general partner of OPI VIII, OAP GP IV, as the general partner of OAP IV, and Advisors IV, as the general partner of OAP GP IV, may each be deemed to be the beneficial owner of approximately 4.5% of the outstanding Shares. OrbiMed Advisors, as the managing member of GP VIII and the advisory company of OAP IV, may be deemed to be the beneficial owner of approximately 9.1% of the outstanding Shares.

 

Item 4.  Purpose of Transaction

 

This Statement relates to the acquisition of Shares by the Reporting Persons. The Shares acquired by the Reporting Persons were acquired for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of the Reporting Persons’ respective advisory clients.

 

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

 

 

Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals 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 the 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 Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or 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 Act or (j) any action similar to any of those enumerated above.

 

Item 5.  Interest in Securities of the Issuer

 

 (a) — (b) The following is based upon 33,414,990 Shares outstanding following the closing of the IPO, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the SEC on January 26, 2024, after giving effect to an additional 1,458,333 Shares that may be issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

 

As of the date of this filing, OPI VIII, a limited partnership organized under the laws of Delaware, holds 1,513,664 Shares, constituting approximately 4.5% of the issued and outstanding Shares. GP VIII is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII, and OrbiMed Advisors is the managing member of GP VIII, pursuant to the terms of the limited liability company agreement of GP VIII. As a result, OrbiMed Advisors and GP VIII share power to direct the vote and disposition of the Shares held by OPI VIII and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VIII. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VIII.

 

In addition, OrbiMed Advisors and GP VIII, pursuant to their authority under the limited partnership agreement of OPI VIII, caused OPI VIII to enter into the agreements referred to in Item 6 below.

 

As of the date of this filing, OAP IV, a limited partnership organized under the laws of the Cayman Islands, holds 1,513,664 Shares, constituting approximately 4.5% of the issued and outstanding Shares. OAP GP IV is the general partner of OAP IV pursuant to the terms of the limited partnership agreement of OAP IV, Advisors IV is the general partner of OAP GP IV pursuant to the terms of the limited partnership agreement of Advisors IV, and OrbiMed Advisors is the advisory company of OAP IV pursuant to the terms of the limited partnership agreement of OAP IV. As a result, OAP GP IV, Advisors IV, and OrbiMed Advisors share power to direct the vote and disposition of the Shares held by OAP IV and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OAP IV. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OAP IV.

 

In addition, Advisors IV and OAP GP IV, pursuant to their authority under the limited partnership agreement of OAP IV, caused OAP IV to enter into the agreements referred to in Item 6 below.

 

(c) Except as disclosed in Item 3, the Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares.

 

(d) Not applicable.

 

(e) Not applicable.

 

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP VIII is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII. Pursuant to this agreement and relationship, GP VIII has discretionary investment management authority with respect to the assets of OPI VIII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VIII. The number of outstanding Shares of the Issuer attributable to OPI VIII is 1,513,664 Shares. GP VIII, pursuant to its authority under the limited partnership agreement of OPI VIII, may be considered to hold indirectly 1,513,664 Shares.

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OAP GP IV is the general partner of OAP IV, pursuant to the terms of the limited partnership agreement of OAP IV and Advisors IV is the general partner of OAP GP IV pursuant to the terms of the limited partnership agreement of OAP GP IV. Pursuant to this agreement and relationship, OAP GP IV and Advisors IV have discretionary investment management authority with respect to the assets of OAP IV. Such authority includes the power to vote and otherwise dispose of securities held by OAP IV. The number of outstanding Shares of the Issuer attributable to OAP IV is 1,513,664 Shares. OAP GP IV and Advisors IV, pursuant to their authority under the limited partnership agreements of OAP IV and Advisors IV, respectively, may be considered to hold indirectly 1,513,664 Shares.

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of GP VIII, pursuant to the terms of the limited liability company agreement of GP VIII, and OrbiMed Advisors is the advisory company of OAP IV, pursuant to the terms of the limited partnership agreement of OAP IV. Pursuant to these agreements and relationships, OrbiMed Advisors and GP VIII have discretionary investment management authority with respect to the assets of OPI VIII, and OrbiMed Advisors, OAP GP IV, and Advisors IV have discretionary investment management authority with respect to the assets of OAP IV. Such authority includes the power of GP VIII to vote and otherwise dispose of securities held by OPI VIII and OAP GP IV and Advisors IV to vote and otherwise dispose of securities held by OAP IV. The number of outstanding Shares attributable to OPI VIII is 1,513,664 Shares, and the number of outstanding Shares attributable to OAP IV is 1,513,664 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreements of GP VIII, as well as the limited partnership agreement of OAP IV, may also be considered to hold indirectly 3,027,328 Shares.

 

Carl Gordon (“Gordon”), a member of OrbiMed Advisors and director of Advisors IV, is a member of the Board of Directors of the Issuer and, accordingly, OrbiMed Advisors, GP VIII, Advisors IV, and OAP GP IV may have the ability to affect and influence control of the Issuer. From time to time, Gordon may receive stock options or other awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors. Pursuant to an agreement with OrbiMed Advisors, GP VIII, Advisors IV, and OAP GP IV, Gordon is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors, GP VIII, Advisors IV, and OAP GP IV, which will in turn ensure that such securities or economic benefits are provided to OPI VIII and OAP IV.

 

Investors’ Rights Agreement

In addition, OPI VIII, OAP IV, and certain other stockholders of the Issuer entered into an Amended and Restated Investors’ Rights Agreement with the Issuer (the “Investors’ Rights Agreement”), dated as of December 16, 2022. Pursuant to the Investors’ Rights Agreement and subject to the terms and conditions therein, the parties agreed that:

 

Demand Registration Rights

 

At any time beginning 180 days following the effective date of the registration statement of the IPO, the holders of at least a majority of the Issuer’s registrable securities may request that the Issuer file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) on a Form S-1 at the Issuer’s expense, subject to certain exceptions, with an anticipated aggregate offering price, net of offering expenses, of more than $20 million, in which case the Issuer will be required to effect the registration as soon as practicable, and in any event within 60 days after the date of such registration request. The Issuer is not obligated to effect more than two of these registrations.

 

 

Form S-3 Registration Rights

 

At any time after the Issuer is qualified to file a registration statement on Form S-3 under the Securities Act, and subject to limitations and conditions specified in the Investors’ Rights Agreement, holders of at least 10% of the registrable securities under the Investors’ Rights Agreement may request that the Issuer prepare and file a registration statement on Form S-3 at the Issuer’s expense covering the Shares of such holders having an anticipated aggregate offering price, net of offering expenses, of at least $5 million, in which case the Issuer will be required to effect the registration as soon as practicable, and in any event within 45 days after receiving such request. If the Issuer determines that it would be detrimental to the Issuer and its stockholders to effect a requested registration, the Issuer may postpone each such registration for a period of up to 60 days; provided that the Issuer may neither invoke this right more than once in any 12-month period nor effect a registration for its own account or any other stockholder during such 60-day period.

 

Piggyback Registration Rights

 

Whenever the Issuer proposes to file a registration statement under the Securities Act, other than with respect to certain excluded registrations, OPI VIII and OAP IV will each be entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of Shares included in the registration, to include the Shares held by them in the registration.

 

Lock-Up Agreement

In addition, in connection with the IPO, OPI VIII, OAP IV, and Gordon each entered into a lock-up agreement (the “Lock-Up Agreement”) with the Issuer’s underwriters pursuant to which, among other things, OPI VIII, OAP IV, and Gordon each agreed not to, except in limited circumstances, directly or indirectly, from the date of the Lock-Up Agreement until 180 days after the date of the final prospectus supplement relating to the IPO (the “Lock-Up Period”): (i) offer, sell, contract to sell, pledge, grant any option, right, or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any Shares, or any options or warrants to purchase any Shares, or any securities convertible into, exchangeable for or that represent the right to receive Shares; (ii) engage in any hedging or other transaction or arrangement (including any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Shares, whether any such transaction or arrangement would be settled by delivery of Shares or other securities, in cash or otherwise, or (iii) otherwise publicly announce any intention to engage in or cause any action, activity, transaction, or arrangement described in the foregoing clauses.

 

After the Lock-Up Period expires, OPI VIII’s and OAP IV’s Shares will be eligible for sale in the public market, subject to any applicable limitations under Rule 144 under the Securities Act, and other applicable U.S. securities laws.

 

The foregoing description of the Investors’ Rights Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Investors’ Rights Agreement and the Lock-Up Agreement, which are filed as Exhibits 2 and 3, respectively, and incorporated herein by reference.

 

 

Item 7.  Material to Be Filed as Exhibits

 

Exhibit	Description
1.	Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP VIII LLC, OrbiMed Asia Partners IV, L.P., and OrbiMed Advisors IV Limited.
2.	Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated as of December 16, 2022 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-276397), filed with the SEC on January 5, 2024).
3.	Form of Lock-Up Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

Dated: February 5, 2024
	ORBIMED ADVISORS LLC
	By:	/s/ Carl L. Gordon
		Name: Carl L. Gordon
		Title: Member
	ORBIMED ASIA GP IV, L.P.
	By:	ORBIMED ADVISORS IV LIMITED, its general partner
	By:	/s/ Carl L. Gordon
		Name: Carl L. Gordon
		Title: Director of OrbiMed Advisors IV Limited
	ORBIMED ADVISORS IV LIMITED
	By:	/s/ Carl L. Gordon
		Name: Carl L. Gordon
		Title: Director
	ORBIMED CAPITAL GP VIII LLC
	By:	ORBIMED ADVISORS LLC, its managing member
	By:	/s/ Carl L. Gordon
		Name: Carl L. Gordon
		Title: Member of OrbiMed Advisors LLC

 

 

SCHEDULE I

 

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

             

Name	Position with Reporting Person	Principal Occupation
Carl L. Gordon	Member	Member OrbiMed Advisors LLC
Sven H. Borho German and Swedish Citizen	Member	Member OrbiMed Advisors LLC
W. Carter Neild	Member	Member OrbiMed Advisors LLC
Geoffrey C. Hsu	Member	Member OrbiMed Advisors LLC
C. Scotland Stevens	Member	Member OrbiMed Advisors LLC
David P. Bonita	Member	Member OrbiMed Advisors LLC
Peter A. Thompson	Member	Member OrbiMed Advisors LLC
Matthew S. Rizzo	Member	Member OrbiMed Advisors LLC
Trey Block	Chief Financial Officer	Chief Financial Officer OrbiMed Advisors LLC

 

 

 

 

SCHEDULE II

 

The business and operations of OrbiMed Capital GP VIII LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth on Schedule I attached.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE III 

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors IV Limited are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

 

Name	Position with Reporting Person	Principal Occupation
Carl L. Gordon	Director	Director OrbiMed Advisors IV Limited
Sven H. Borho German and Swedish Citizen	Director	Director OrbiMed Advisors IV Limited
David P. Bonita	Director	Director OrbiMed Advisors IV Limited
W. Carter Neild	Director	Director OrbiMed Advisors IV Limited
Sunny Sharma Indian Citizen	Director	Director OrbiMed Advisors IV Limited
David G. Wang	Director	Director OrbiMed Advisors IV Limited
Trey Block	Chief Financial Officer	Chief Financial Officer OrbiMed Advisors IV Limited

 

 

 

 

 

SCHEDULE IV

 

The business and operations of OrbiMed Asia GP IV, L.P. are managed by the executive officers and directors of OrbiMed Advisors IV Limited, set forth in Schedule III attached hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit	Description
1.	Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP VIII LLC, OrbiMed Asia Partners IV, L.P., and OrbiMed Advisors IV Limited.
2.	Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated as of December 16, 2022 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-276397), filed with the SEC on January 5, 2024).
3.	Form of Lock-Up Agreement.