Statement of Ownership (sc 13g)
March 10 2023 - 11:16AM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Praxis
Precision Medicines, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
74006W108
(CUSIP Number)
March 9, 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:
* |
The remainder of this cover page shall be filled out for a reporting persons 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).
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CUSIP No. 74006W108 |
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Schedule 13G |
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Page 1 of 9 |
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1 |
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Names of Reporting Persons
Panacea Opportunity Fund I, L.P. |
2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
2,650,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
2,650,000 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,650,000 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
11 |
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Percent of Class
Represented by Amount in Row 9 5.1% |
12 |
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Type of Reporting
Person PN |
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CUSIP No. 74006W108 |
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Schedule 13G |
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Page 2 of 9 |
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1 |
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Names of Reporting Persons
Panacea Opportunity Fund I GP Company, Ltd. |
2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
2,650,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
2,650,000 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,650,000 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
11 |
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Percent of Class
Represented by Amount in Row 9 5.1% |
12 |
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Type of Reporting
Person CO |
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CUSIP No. 74006W108 |
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Schedule 13G |
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Page 3 of 9 |
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1 |
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Names of Reporting Persons
Panacea Innovation Limited |
2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
2,650,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
2,650,000 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,650,000 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
11 |
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Percent of Class
Represented by Amount in Row 9 5.1% |
12 |
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Type of Reporting
Person CO |
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CUSIP No. 74006W108 |
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Schedule 13G |
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Page 4 of 9 |
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1 |
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Names of Reporting Persons
James Huang |
2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization Republic of
China |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
2,650,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
2,650,000 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,650,000 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
11 |
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Percent of Class
Represented by Amount in Row 9 5.1% |
12 |
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Type of Reporting
Person IN |
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CUSIP No. 74006W108 |
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Schedule 13G |
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Page 5 of 9 |
ITEM 1. |
(a) Name of Issuer: |
Praxis Precision Medicines, Inc. (the Issuer).
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(b) |
Address of Issuers Principal Executive Offices: |
99 High Street, 30th floor
Boston, MA 02110.
ITEM 2. |
(a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the
Reporting Persons. This statement is filed on behalf of:
Panacea Opportunity Fund I, L.P.
Panacea Opportunity Fund I GP Company, Ltd.
Panacea Innovation Limited
James Huang
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(b) |
Address of Principal Business Office: |
The business address of each of the Reporting Persons is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
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(c) |
Citizenship of each Reporting Person is: |
Mr. Huang is a citizen of the Republic of China. The remaining Reporting Persons are organized under the laws of the
Cayman Islands.
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(d) |
Title of Class of Securities: |
Common Stock, par value $0.0001 per share (Common Stock)
74006W108
Not applicable.
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CUSIP No. 74006W108 |
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Schedule 13G |
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Page 6 of 9 |
(a-c)
The ownership information presented below represents beneficial ownership of shares of Common Stock as of the date of this
filing, based upon 52,393,118 shares of Common Stock outstanding as of February 3, 2023, as disclosed in the Issuers Annual Report on Form 10-K, filed with the Securities and Exchange Commission on
February 7, 2023.
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Reporting Person |
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Amount
beneficially
owned |
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Percent
of class: |
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Sole power to vote or to direct the vote: |
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Shared power to vote or to direct the vote: |
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Sole power to dispose or to direct the disposition
of: |
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Shared
power to dispose or
to direct the
disposition
of: |
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Panacea Opportunity Fund I, L.P. |
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2,650,000 |
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5.1 |
% |
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0 |
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2,650,000 |
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0 |
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2,650,000 |
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Panacea Opportunity Fund I GP Company, Ltd. |
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2,650,000 |
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5.1 |
% |
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0 |
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2,650,000 |
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0 |
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2,650,000 |
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Panacea Innovation Limited |
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2,650,000 |
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5.1 |
% |
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0 |
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2,650,000 |
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0 |
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2,650,000 |
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James Huang |
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2,650,000 |
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5.1 |
% |
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0 |
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2,650,000 |
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0 |
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2,650,000 |
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Panacea Opportunity Fund I, L.P. is the record holder of the Common Stock reported herein.
James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Opportunity Fund I GP Company,
Ltd., which is the general partner of Panacea Opportunity Fund I, L.P. As a result, each of the Reporting Persons may be deemed to share beneficial ownership of the Common Stock directly reported herein, but each disclaims such beneficial ownership.
ITEM 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
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.
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CUSIP No. 74006W108 |
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Schedule 13G |
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Page 7 of 9 |
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.
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CUSIP No. 74006W108 |
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Schedule 13G |
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Page 8 of 9 |
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.
Date: March 10, 2023
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Panacea Opportunity Fund I, L.P. |
By: Panacea Opportunity Fund I GP Company, Ltd., its general partner |
By: Panacea Innovation Limited, its sole owner |
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By: |
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/s/ James Huang |
Name: |
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James Huang |
Title: |
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Founding Managing Partner |
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Panacea Opportunity Fund I GP Company, Ltd. |
By: Panacea Innovation Limited, its sole owner |
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By: |
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/s/ James Huang |
Name: |
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James Huang |
Title: |
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Founding Managing Partner |
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Panacea Innovation Limited |
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By: |
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/s/ James Huang |
Name: |
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James Huang |
Title: |
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Founding Managing Partner |
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James Huang |
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/s/ James Huang |
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CUSIP No. 74006W108 |
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Schedule 13G |
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Page 9 of 9 |
LIST OF EXHIBITS
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Exhibit No. |
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Description |
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99 |
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Joint Filing Agreement. |
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