Filing Details

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Skye Bioscience, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001

(Title of Class of Securities)

 

83086J200

(CUSIP Number)

 

Paul A. Stone

5AM Venture Management, LLC

501 2nd Street, Suite 350

San Francisco, CA 94107

(415) 993-8565

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 13, 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 Rule 13d-7 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. 83086J200
1.	Names of Reporting Persons 5AM Ventures VII, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨      (b)  x  (1)
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
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 10,098,912 shares (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 10,098,912 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,098,912 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 33.9% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13D is filed by 5AM Ventures VII, L.P. (“Ventures VII”), 5AM Partners VII, LLC (“Partners VII”), 5AM Ventures II, L.P. (“Ventures II”), 5AM Co-Investors II, L.P. (“Co-Investors II”), 5AM Partners II, LLC (“Partners II”), Andrew J. Schwab (“Schwab”), Dr. Kush Parmar (“Parmar”), Dr. John D. Diekman (“Diekman”) and Dr. Scott M. Rocklage (“Rocklage” and, with Ventures VII, Partners VII, Ventures II, Co-Investors II, Partners II, Schwab, Parmar and Diekman collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)	Consists of (i) 8,393,520 shares of Common Stock held by Ventures VII and (ii) 1,705,392 shares of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable. Partners VII serves as sole general partner of Ventures VII. Schwab and Parmar are managing members of Partners VII. Each of Partners VII, Schwab and Parmar shares voting and dispositive power over the securities held by Ventures VII.
(3)	This percentage is calculated based upon the sum of (i) 28,062,907 shares of Common Stock outstanding as of March 13, 2024 as reported by the Issuer to the Reporting Persons on March 13, 2024; and (ii) 1,705,392 shares of Common Stock issuable upon exercise of warrants held by Ventures VII.

  

 

CUSIP No. 83086J200
1.	Names of Reporting Persons 5AM Partners VII, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨      (b)  x  (1)
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)     ¨
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 10,098,912 shares (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 10,098,912 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,098,912 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 33.9% (3)
14.	Type of Reporting Person (See Instructions) OO

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)	Consists of (i) 8,393,520 shares of Common Stock held by Ventures VII and (ii) 1,705,392 shares of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable. Partners VII serves as sole general partner of Ventures VII and shares voting and dispositive power over the securities held by Ventures VII.
(3)	This percentage is calculated based upon the sum of (i) 28,062,907 shares of Common Stock outstanding as of March 13, 2024 as reported by the Issuer to the Reporting Persons on March 13, 2024; and (ii) 1,705,392 shares of Common Stock issuable upon exercise of warrants held by Ventures VII.

 

 

CUSIP No. 83086J200
1.	Names of Reporting Persons 5AM Ventures II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨      (b)  x  (1)
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
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 1,718,189 shares (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,718,189 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,718,189 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 6.1% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)	The shares are directly held by Ventures II. Partners II serves as sole general partner of Ventures II. Schwab, Diekman and Rocklage are managing members of Partners II. Each of Partners II, Schwab, Diekman and Rocklage shares voting and dispositive power over the securities held by Ventures II.
(3)	This percentage is calculated based upon 28,062,907 shares of Common Stock outstanding as of March 13, 2024 as reported by the Issuer to the Reporting Persons on March 13, 2024.

 

 

CUSIP No. 83086J200
1.	Names of Reporting Persons 5AM Co-Investors II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨      (b)  x  (1)
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
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 67,796 shares (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 67,796 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 67,796 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 0.2% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)	The shares are directly held by Co-Investors II. Partners II serves as sole general partner of Co-Investors II. Schwab, Diekman and Rocklage and are managing members of Partners II. Each of Partners II, Schwab, Diekman and Rocklage shares voting and dispositive power over the securities held by Co-Investors II.
(3)	This percentage is calculated based upon 28,062,907 shares of Common Stock outstanding as of March 13, 2024 as reported by the Issuer to the Reporting Persons on March 13, 2024.

 

 

CUSIP No. 83086J200
1.	Names of Reporting Persons 5AM Partners II, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨      (b)  x  (1)
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)     ¨
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 1,785,985 shares (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,785,985 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,785,985 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 6.4% (3)
14.	Type of Reporting Person (See Instructions) OO

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)	Consists of (i) 1,718,189 shares of Common Stock held by Ventures II and (ii) 67,796 shares of Common Stock held by Co-Investors II. Partners II serves as sole general partner of each of Ventures II and Co-Investors II and shares voting and dispositive power over the securities held by Ventures II and Co-Investors II.
(3)	This percentage is calculated based upon 28,062,907 shares of Common Stock outstanding as of March 13, 2024 as reported by the Issuer to the Reporting Persons on March 13, 2024.

 

 

CUSIP No. 83086J200
1.	Names of Reporting Persons Andrew J. Schwab
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨      (b)  x  (1)
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)     ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 19,166 (2)
		8.	Shared Voting Power 11,884,897 shares (3)
		9.	Sole Dispositive Power 19,166 (2)
		10.	Shared Dispositive Power 11,884,897 shares (3)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,904,063 shares (2) (3)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 40.0% (4)
14.	Type of Reporting Person (See Instructions) IN

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)	Includes 19,166 shares of Common Stock issuable upon the exercise of stock options held by Mr. Schwab that are exercisable within 60 days of the date of this filing.
(3)	Includes (i) 8,393,520 shares of Common Stock held by Ventures VII; (ii) 1,705,392 shares of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable; (iii) 1,718,189 shares of Common Stock held by Ventures II; and (iv) 67,796 shares of Common Stock held by Co-Investors II. Partners VII serves as sole general partner of Ventures VII. Partners II serves as sole general partner of each of Ventures II and Co-Investors II. Schwab is a managing member of each of Partners VII and Partners II and shares voting and dispositive power over the securities held by Partners VII, Ventures II and Co-Investors II.
(4)	This percentage is calculated based upon the sum of (i) 28,062,907 shares of Common Stock outstanding as of March 13, 2024 as reported by the Issuer to the Reporting Persons on March 13, 2024; (ii) 1,705,392 shares of Common Stock issuable upon exercise of warrants held by Ventures VII; and (iii) 19,166 shares issuable upon the exercise of stock options held by Mr. Schwab that are exercisable within 60 days of the date of this filing.

 

 

CUSIP No. 83086J200
1.	Names of Reporting Persons Kush Parmar
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨      (b)  x  (1)
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)     ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 10,098,912 shares (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 10,098,912 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,098,912 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 33.9% (3)
14.	Type of Reporting Person (See Instructions) IN

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)	Consists of (i) 8,393,520 shares of Common Stock held by Ventures VII and (ii) 1,705,392 shares of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable. Partners VII serves as sole general partner of Ventures VII. Parmar is a managing member of Partners VII and shares voting and dispositive power over the securities held by Ventures VII.
(3)	This percentage is calculated based upon the sum of (i) 28,062,907 shares of Common Stock outstanding as of March 13, 2024 as reported by the Issuer to the Reporting Persons on March 13, 2024; and (ii) 1,705,392 shares of Common Stock issuable upon exercise of warrants held by Ventures VII.

 

 

CUSIP No. 83086J200
1.	Names of Reporting Persons John D. Diekman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨      (b)  x  (1)
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)     ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,785,985 shares (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,785,985 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,785,985 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 6.4% (3)
14.	Type of Reporting Person (See Instructions) IN

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)	Consists of (i) 1,718,189 shares of Common Stock held by Ventures II and (ii) 67,796 shares of Common Stock held by Co-Investors II. Partners II serves as sole general partner of each of Ventures II and Co-Investors II. Diekman, is a managing member of Partners II and shares voting and dispositive power over the securities held by Ventures II and Co-Investors II.
(3)	This percentage is calculated based upon 28,062,907 shares of Common Stock outstanding as of March 13, 2024 as reported by the Issuer to the Reporting Persons on March 13, 2024.

 

 

CUSIP No. 83086J200
1.	Names of Reporting Persons Scott M. Rocklage
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨      (b)  x  (1)
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)     ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,785,985 shares (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,785,985 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,785,985 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 6.4% (3)
14.	Type of Reporting Person (See Instructions) IN

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)	Consists of (i) 1,718,189 shares of Common Stock held by Ventures II and (ii) 67,796 shares of Common Stock held by Co-Investors II. Partners II serves as sole general partner of each of Ventures II and Co-Investors II. Rocklage is a managing member of Partners II and shares voting and dispositive power over the securities held by Ventures II and Co-Investors II.
(3)	This percentage is calculated based upon 28,062,907 shares of Common Stock outstanding as of March 13, 2024 as reported by the Issuer to the Reporting Persons on March 13, 2024.

  

Explanatory Note: This Amendment No. 2 (the “Amendment”), which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2023 and amended on January 31, 2024 (the “Original Schedule 13D”) filed on behalf of 5AM Ventures VII, L.P. (“Ventures VII”), 5AM Partners VII, LLC (“Partners VII”), 5AM Ventures II, L.P. (“Ventures II”), 5AM Co-Investors II, L.P. (“Co-Investors II”), 5AM Partners II, LLC (“Partners II”), Andrew J. Schwab (“Schwab”), Dr. Kush Parmar (“Parmar”), Dr. John D. Diekman (“Diekman”) and Dr. Scott M. Rocklage (“Rocklage” and, with Ventures VII, Partners VII, Ventures II, Co-Investors II, Partners II, Schwab, Parmar and Diekman collectively, the “Reporting Persons”), relates to the Common Stock, par value $0.001 per share (“Common Stock”) of Skye Bioscience, Inc., a Delaware corporation (the “Issuer”). This Amendment to the Original Schedule 13D is being filed to report the acquisition of Common Stock of the Issuer in the March 2024 PIPE Transaction (as defined below), as described below. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

The Original Schedule 13D is hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 3:

 

On March 11, 2024, Ventures VII and other unrelated investors entered into a Securities Purchase Agreement with the Issuer (the “March 2024 Purchase Agreement”), pursuant to which the Issuer issued and sold an aggregate of 4,000,000 shares of Common Stock (the “March 2024 PIPE Transaction”). Ventures VII purchased an aggregate of 450,000 shares of Common Stock for the purchase price of $4.5 million in the March 2024 PIPE Transaction. The March 2024 PIPE Transaction closed on March 13, 2024.

 

The source of the funds for the purchase of shares in the March 2024 PIPE Transaction by Ventures VII described above was from capital contributions made by its general and limited partners.

 

Item 5.

Interest in Securities of the Issuer

 

(a) – (b).

The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of March 13, 2024:

 

Reporting Persons		Securities Held Directly				Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power				Beneficial Ownership				Percentage of Class (5)
Ventures VII (1)			10,098,912								10,098,912								10,098,912				10,098,912				33.9	%
Partners VII (1)											10,098,912								10,098,912				10,098,912				33.9	%
Ventures II (2)			1,718,189								1,718,189								1,718,189				1,718,189				6.1	%
Co-Investors II (3)			67,796								67,796								67,796				67,796				0.2	%
Partners II (2)(3)											1,785,985								1,785,985				1,785,985				6.4	%
Schwab (1)(2)(3)(4)			19,166				19,166				11,884,897				19,166				11,884,897				11,904,063				40.0	%
Parmar (1)											10,098,912								10,098,912				10,098,912				33.9	%
Diekman (2)(3)											1,785,985								1,785,985				1,785,985				6.4	%
Rocklage (2)(3)											1,785,985								1,785,985				1,785,985				6.4	%

 

(1)

Includes (i) 8,393,520 shares of Common Stock held by Ventures VII and (ii) 1,705,392 shares of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable. Partners VII serves as sole general partner of Ventures VII. Schwab and Parmar are managing members of Partners VII. Each of Partners VII, Schwab and Parmar shares voting and dispositive power over the securities held by Ventures VII.

 

 

(2)

Includes 1,718,189 shares of Common Stock held by Ventures II. Partners II serves as sole general partner of Ventures II. Schwab, Diekman and Rocklage are managing members of Partners II. Each of Partners II, Schwab, Diekman and Rocklage shares voting and dispositive power over the securities held by Ventures II.

 

(3)

Includes 67,796 shares of Common Stock held by Co-Investors II. Partners II serves as sole general partner of Co-Investors II. Schwab, Diekman and Rocklage are managing members of Partners II. Each of Partners II, Schwab, Diekman and Rocklage shares voting and dispositive power over the securities held by Co-Investors II.

 

(4)

Includes 19,166 shares of Common Stock issuable upon the exercise of stock options held by Mr. Schwab that are exercisable within 60 days of the date of this filing.

 

(5)

This percentage is calculated based upon the sum of (i) 28,062,907 shares of Common Stock outstanding as of March 13, 2024 as reported by the Issuer to the Reporting Persons on March 13, 2024; (ii) 1,705,392 shares of Common Stock issuable upon exercise of warrants held by Ventures VII; and (iii) 19,166 shares issuable upon the exercise of stock options held by Mr. Schwab that are exercisable within 60 days of the date of this filing.

 

(c)

Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock since January 31, 2024, the date as of which beneficial ownership information was presented in the most recent amendment to this Schedule 13D.

 

(d)

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, the shares of Common Stock beneficially owned by any of the Reporting Persons.

 

(e)

Not applicable.

 

Item 6.

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

 

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 6:

 

March 2024 PIPE Transaction Registration Rights Agreement

 

On March 11, 2024, in connection with the execution of the March 2024 Purchase Agreement, the Issuer entered into a Registration Rights Agreement (the “March 2024 Registration Rights Agreement”) with certain investors (collectively the “Investors”), including Ventures VII, pursuant to which the Issuer has agreed, subject to the terms and conditions of the agreement, to file a registration statement under the Securities Act of 1933 (the “Registration Agreement”) within 60 days from the signing of the March 2024 Registration Rights Agreement to register the resale of the shares of Common Stock issued in the March 2024 PIPE Transaction, including the shares issued to Ventures VII. Under the March 2024 Registration Rights Agreement, the Issuer is also required to use reasonable best efforts to have the Registration Statement declared effective as promptly as possible thereafter, and in any event no later than 30 days following the date of filing of the Registration Statement (or 60 days following the filing date in the event the SEC staff reviews and has written comments to the Registration Statement). The March 2024 Registration Rights Agreement also includes customary provisions, including with respect to the payment of fees and expenses associated with the registration, as well as indemnification provisions.

 

The foregoing description is qualified in its entirety by the full text and form of the March 2024 Registration Rights Agreement, a copy of which is filed herewith as Exhibit G and incorporated herein by reference.

 

March 2024 PIPE Transaction Lock-Up Agreement

 

Concurrently and in connection with the execution of the March 2024 Purchase Agreement, Schwab, as a director of the Issuer, entered into a lock-up agreement with the placement agent for the March 2024 PIPE Transaction, pursuant to which he will be restricted, for a period of 90 days following the closing of the March 2024 PIPE Transaction, from selling or transferring securities of the Company, subject to certain exceptions (the “March 2024 Lock-Up Agreement”).

 

The foregoing description is qualified in its entirety by the full text and form of the March 2024 Lock-Up Agreement, a copy of which is filed herewith as Exhibit H and incorporated herein by reference.

 

 

Amendment To Common Stock Purchase Warrants

 

On March 11, 2024, the Company and Ventures VII, as the holder of a majority in interest of the Common Stock Purchase Warrants dated August 15, 2023 (the “Warrants”), amended the Warrants to expand the circumstances in which the Warrants may be exercised on a cashless basis. As amended, the Warrants held by Ventures VII may be exercised on a cashless basis through September 1, 2025.

 

The foregoing description is qualified in its entirety by the full text and form of the Amendment To Common Stock Purchase Warrants, a copy of which is filed herewith as Exhibit I and incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following exhibits at the end of Item 7:

 

G.

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K (File No. 000-55136), filed on March 13, 2024).

 

H.

Form of Lock-Up Agreement.

 

I.

Amendment to Common Stock Purchase Warrants (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K (File No. 000-55136), filed on March 13, 2024).

 

 

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: March 13, 2024

 

5AM Ventures VII, L.P.			5AM Partners VII, LLC
By:	5AM Partners VII, LLC		By:	/s/ Andrew J. Schwab
its	General Partner			Name: Andrew J. Schwab
				Title: Managing Member
By:	/s/ Andrew J. Schwab
	Name: Andrew J. Schwab
	Title: Managing Member
5AM Ventures II, L.P.			5AM Partners II, LLC
By:	5AM Partners II, LLC		By:	/s/ Andrew J. Schwab
its	General Partner			Name: Andrew J. Schwab
				Title: Managing Member
By:	/s/ Andrew J. Schwab
	Name: Andrew J. Schwab
	Title: Managing Member
5AM Co-Investors II, L.P.
By:	5AM Partners II, LLC
its	General Partner
By:	/s/ Andrew J. Schwab
	Name: Andrew J. Schwab
	Title: Managing Member
/s/ Andrew J. Schwab
Andrew J. Schwab
/s/ Dr. Kush Parmar
Dr. Kush Parmar
/s/ Dr. John D. Diekman
Dr. John D. Diekman
/s/ Dr. Scott M. Rocklage
Dr. Scott M. Rocklage

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

Exhibit(s):

  

H.

Form of Lock-Up Agreement.