UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934 

(Amendment No. )*

 

Praxis Precision Medicines, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share 

(Title of Class of Securities)

 

74006W108 

(CUSIP Number)

 

June 21, 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:

 

¨

x

¨

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. 74006W108Page 2 of 17

 

1.

Names of Reporting Persons

 

Venrock Healthcare Capital Partners III, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)     (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

 

12,354,410 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

12,354,410 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,354,410 (2)

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.11% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

 

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)Consists of (i) 1,394,530 shares and 1,853,445 shares issuable upon the exercise of immediately exercisable warrants (“Warrants”) held by Venrock Healthcare Capital Partners III, L.P.; (ii) 139,505 shares and 185,415 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 3,770,375 shares and 5,011,140 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon the sum of (i) 128,538,030 shares of Common Stock outstanding as of June 21, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated June 15, 2023 filed by the Issuer with the Securities and Exchange Commission on June 20, 2023 and (ii) 7,050,000 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 74006W108Page 3 of 17

 

1.

Names of Reporting Persons

 

VHCP Co-Investment Holdings III, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)     (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

 

12,354,410 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

12,354,410 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,354,410 (2)

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.11% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

 

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)Consists of (i) 1,394,530 shares and 1,853,445 shares issuable upon the exercise of immediately exercisable Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 139,505 shares and 185,415 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 3,770,375 shares and 5,011,140 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon the sum of (i) 128,538,030 shares of Common Stock outstanding as of June 21, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated June 15, 2023 filed by the Issuer with the Securities and Exchange Commission on June 20, 2023 and (ii) 7,050,000 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 74006W108Page 4 of 17

 

1.

Names of Reporting Persons

 

Venrock Healthcare Capital Partners EG, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)    (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

 

12,354,410 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

12,354,410 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,354,410 (2)

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.11% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

 

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)Consists of (i) 1,394,530 shares and 1,853,445 shares issuable upon the exercise of immediately exercisable Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 139,505 shares and 185,415 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 3,770,375 shares and 5,011,140 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon the sum of (i) 128,538,030 shares of Common Stock outstanding as of June 21, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated June 15, 2023 filed by the Issuer with the Securities and Exchange Commission on June 20, 2023 and (ii) 7,050,000 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 74006W108Page 5 of 17

 

1.

Names of Reporting Persons

 

VHCP Management III, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)     (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

 

12,354,410 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

12,354,410 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,354,410 (2)

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.11% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

 

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)Consists of (i) 1,394,530 shares and 1,853,445 shares issuable upon the exercise of immediately exercisable Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 139,505 shares and 185,415 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 3,770,375 shares and 5,011,140 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon the sum of (i) 128,538,030 shares of Common Stock outstanding as of June 21, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated June 15, 2023 filed by the Issuer with the Securities and Exchange Commission on June 20, 2023 and (ii) 7,050,000 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 74006W108Page 6 of 17

 

1.

Names of Reporting Persons

 

VHCP Management EG, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)     (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

 

12,354,410 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

12,354,410 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,354,410 (2)

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.11% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

 

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)Consists of (i) 1,394,530 shares and 1,853,445 shares issuable upon the exercise of immediately exercisable Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 139,505 shares and 185,415 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 3,770,375 shares and 5,011,140 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon the sum of (i) 128,538,030 shares of Common Stock outstanding as of June 21, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated June 15, 2023 filed by the Issuer with the Securities and Exchange Commission on June 20, 2023 and (ii) 7,050,000 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 74006W108Page 7 of 17

 

1.

Names of Reporting Persons

 

Shah, Nimish

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)     (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

12,354,410 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

12,354,410 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,354,410 (2)

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.11% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

 

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)Consists of (i) 1,394,530 shares and 1,853,445 shares issuable upon the exercise of immediately exercisable Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 139,505 shares and 185,415 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 3,770,375 shares and 5,011,140 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon the sum of (i) 128,538,030 shares of Common Stock outstanding as of June 21, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated June 15, 2023 filed by the Issuer with the Securities and Exchange Commission on June 20, 2023 and (ii) 7,050,000 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 74006W108Page 8 of 17

 

1.

Names of Reporting Persons

 

Koh, Bong

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)     (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

12,354,410 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

12,354,410 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,354,410 (2)

10.

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

 

11.

Percent of Class Represented by Amount in Row (9)

 

9.11% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

 

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)Consists of (i) 1,394,530 shares and 1,853,445 shares issuable upon the exercise of immediately exercisable Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 139,505 shares and 185,415 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 3,770,375 shares and 5,011,140 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon the sum of (i) 128,538,030 shares of Common Stock outstanding as of June 21, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated June 15, 2023 filed by the Issuer with the Securities and Exchange Commission on June 20, 2023 and (ii) 7,050,000 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

 

 

 

CUSIP No. 74006W108Page 9 of 17

 

Item 1.
  (a)

Name of Issuer

 

Praxis Precision Medicines, Inc.

 
  (b)

Address of Issuer’s Principal Executive Offices

 

99 High Street, 30th Floor, Boston, MA 02110

 
Item 2.
  (a)

Name of Person Filing

 

Venrock Healthcare Capital Partners III, L.P.

VHCP Co-Investment Holdings III, LLC

Venrock Healthcare Capital Partners EG, L.P.

VHCP Management III, LLC

VHCP Management EG, LLC

Nimish Shah

Bong Koh

 

  (b) Address of Principal Business Office or, if none, Residence
     
    New York Office: Palo Alto Office:
       
    7 Bryant Park 3340 Hillview Avenue
    23rd Floor Palo Alto, CA 94304
    New York, NY 10018  

 

  (c)

Citizenship

 

All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

 
  (d)

Title of Class of Securities

 

Common Stock, par value $0.0001 per share

 
  (e)

CUSIP Number

 

74006W108

 
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:
   
  Not applicable

 

 

 

 

CUSIP No. 74006W108Page 10 of 17

 

Item 4. Ownership  
     
  (a) Amount beneficially owned:  
       
    Venrock Healthcare Capital Partners III, L.P. 12,354,410   (1)  
    VHCP Co-Investment Holdings III, LLC 12,354,410   (1)  
    Venrock Healthcare Capital Partners EG, L.P. 12,354,410   (1)  
    VHCP Management III, LLC 12,354,410   (1)  
    VHCP Management EG, LLC 12,354,410   (1)  
    Nimish Shah 12,354,410   (1)  
    Bong Koh 12,354,410   (1)  
   
  (b) Percent of class:  
       
    Venrock Healthcare Capital Partners III, L.P. 9.11%   (2)  
    VHCP Co-Investment Holdings III, LLC 9.11%   (2)  
    Venrock Healthcare Capital Partners EG, L.P. 9.11%   (2)  
    VHCP Management III, LLC 9.11%   (2)  
    VHCP Management EG, LLC 9.11%   (2)  
    Nimish Shah 9.11%   (2)  
    Bong Koh 9.11%   (2)  
   
  (c) Number of shares as to which the person has:  
       
    (i)        Sole power to vote or to direct the vote:  
       
    Venrock Healthcare Capital Partners III, L.P. 0  
    VHCP Co-Investment Holdings III, LLC 0  
    Venrock Healthcare Capital Partners EG, L.P. 0  
    VHCP Management III, LLC 0  
    VHCP Management EG, LLC 0  
    Nimish Shah 0  
    Bong Koh 0  
   
    (ii)        Shared power to vote or to direct the vote:  
       
    Venrock Healthcare Capital Partners III, L.P. 12,354,410   (1)  
    VHCP Co-Investment Holdings III, LLC 12,354,410   (1)  
    Venrock Healthcare Capital Partners EG, L.P. 12,354,410   (1)  
    VHCP Management III, LLC 12,354,410   (1)  
    VHCP Management EG, LLC 12,354,410   (1)  
    Nimish Shah 12,354,410   (1)  
    Bong Koh 12,354,410   (1)  

 

 

 

 

CUSIP No. 74006W108Page 11 of 17

 

    (iii)        Sole power to dispose or to direct the disposition of:  
       
    Venrock Healthcare Capital Partners III, L.P. 0  
    VHCP Co-Investment Holdings III, LLC 0  
    Venrock Healthcare Capital Partners EG, L.P. 0  
    VHCP Management III, LLC 0  
    VHCP Management EG, LLC 0  
    Nimish Shah 0  
    Bong Koh 0  
   
    (iv)        Shared power to dispose or to direct the disposition of:  
       
    Venrock Healthcare Capital Partners III, L.P. 12,354,410   (1)  
    VHCP Co-Investment Holdings III, LLC 12,354,410   (1)  
    Venrock Healthcare Capital Partners EG, L.P. 12,354,410   (1)  
    VHCP Management III, LLC 12,354,410   (1)  
    VHCP Management EG, LLC 12,354,410   (1)  
    Nimish Shah 12,354,410   (1)  
    Bong Koh 12,354,410   (1)  

 

(1)Consists of (i) 1,394,530 shares and 1,853,445 shares issuable upon the exercise of immediately exercisable Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 139,505 shares and 185,415 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 3,770,375 shares and 5,011,140 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.
   
 (2)This percentage is calculated based upon the sum of (i) 128,538,030 shares of Common Stock outstanding as of June 21, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated June 15, 2023 filed by the Issuer with the Securities and Exchange Commission on June 20, 2023 and (ii) 7,050,000 shares issuable upon the exercise of the Warrants described in Footnote 1 above.

 

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   ¨
 
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 or Control Person
   
  Not applicable

 

 

 

 

CUSIP No. 74006W108Page 12 of 17

 

Item 8. Identification and Classification of Members of the Group
   
  Not applicable
 
Item 9. Notice of Dissolution of Group
   
  Not applicable
 
Item 10. Certification
  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 such purpose or effect.

 

 

 

 

CUSIP No. 74006W108Page 13 of 17

 

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: June 30, 2023

 

Venrock Healthcare Capital Partners III, L.P.   Venrock Healthcare Capital Partners EG, L.P.
     
By: VHCP Management III, LLC   By: VHCP Management EG, LLC
Its: General Partner   Its: General Partner
         
By: /s/ Sherman G. Souther   By: /s/ Sherman G. Souther
  Name: Sherman G. Souther     Name: Sherman G. Souther
  Its: Authorized Signatory     Its: Authorized Signatory
         
VHCP Co-Investment Holdings III, LLC      
       
By: VHCP Management III, LLC      
Its: Manager      
         
By: /s/ Sherman G. Souther      
  Name: Sherman G. Souther      
  Its: Authorized Signatory      
         
VHCP Management III, LLC   VHCP Management EG, LLC
     
By: /s/ Sherman G. Souther   By: /s/ Sherman G. Souther
  Name: Sherman G. Souther     Name: Sherman G. Souther
  Its: Authorized Signatory     Its: Authorized Signatory
         
Nimish Shah      
       
/s/ Sherman G. Souther      
Sherman G. Souther, Attorney-in-fact      
       
Bong Koh      
       
/s/ Sherman G. Souther      
Sherman G. Souther, Attorney-in-fact      

 

 

 

 

CUSIP No. 74006W108Page 14 of 17

 

EXHIBITS

 

A: Joint Filing Agreement
   
B: Power of Attorney for Nimish Shah
   
C: Power of Attorney for Bong Koh

 

 

 

 

CUSIP No. 74006W108Page 15 of 17

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Praxis Precision Medicines, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

 

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 30th day of June, 2023.

 

Venrock Healthcare Capital Partners III, L.P.   Venrock Healthcare Capital Partners EG, L.P.
     
By: VHCP Management III, LLC   By: VHCP Management EG, LLC
Its: General Partner   Its: General Partner
         
By: /s/ Sherman G. Souther   By: /s/ Sherman G. Souther
  Name: Sherman G. Souther     Name: Sherman G. Souther
  Its: Authorized Signatory     Its: Authorized Signatory
         
VHCP Co-Investment Holdings III, LLC      
       
By: VHCP Management III, LLC      
Its: Manager      
         
By: /s/ Sherman G. Souther      
  Name: Sherman G. Souther      
  Its: Authorized Signatory      
         
VHCP Management III, LLC   VHCP Management EG, LLC
     
By: /s/ Sherman G. Souther   By: /s/ Sherman G. Souther
  Name: Sherman G. Souther     Name: Sherman G. Souther
  Its: Authorized Signatory     Its: Authorized Signatory
         
Nimish Shah      
       
/s/ Sherman G. Souther      
Sherman G. Souther, Attorney-in-fact      
       
Bong Koh      
       
/s/ Sherman G. Souther      
Sherman G. Souther, Attorney-in-fact      

 

 

 

 

CUSIP No. 74006W108Page 16 of 17

 

EXHIBIT B

 

POWER OF ATTORNEY FOR NIMISH SHAH

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s true and lawful attorney-in fact and agent to:

 

(i)prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and

 

(ii)take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this 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.

 

The undersigned hereby grants to such 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 as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that 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 power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigned’s responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

 

This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of June, 2023.

 

/s/ Nimish Shah  

 

 

 

 

CUSIP No. 74006W108Page 17 of 17

 

EXHIBIT C

 

POWER OF ATTORNEY FOR BONG KOH

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s true and lawful attorney-in fact and agent to:

 

(i)prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and

 

(ii)take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this 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.

 

The undersigned hereby grants to such 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 as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that 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 power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigned’s responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

 

This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of June, 2023.

 

/s/ Bong Koh  

 

 

 

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