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Healthcare

Frazier Life Sciences Public Fund LP

11/05/2024 | Press release | Distributed by Public on 11/05/2024 10:45

Beneficial Ownership Report - Form SC 13G

SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Eledon Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

28617K101

(CUSIP Number)

October 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ 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. 28617K101


1.		Names of Reporting Persons Frazier Life Sciences Public Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 2,657,699 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 2,657,699 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,657,699 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 4.6% (2)
12.		Type of Reporting Person (see instructions) PN

(1)

Consists of 2,657,699 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.

(2)

Based on (i) 39,665,702 shares of Common Stock outstanding on August 14, 2024, as set forth in the Issuer's Form 10-Q filed with the SEC on August 19, 2024, and (ii) 18,356,173 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on October 30, 2024.

CUSIP No. 28617K101


1.		Names of Reporting Persons FHMLSP, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 2,657,699 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 2,657,699 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,657,699 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 4.6% (2)
12.		Type of Reporting Person (see instructions) PN

(1)

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons FHMLSP, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 2,657,699 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 2,657,699 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,657,699 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 4.6% (2)
12.		Type of Reporting Person (see instructions) OO

(1)

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons Frazier Life Sciences Public Overage Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 783,918 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 783,918 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 783,918 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 1.4% (2)
12.		Type of Reporting Person (see instructions) PN

(1)

Consists of 783,918 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P.

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons FHMLSP Overage, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 783,918 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 783,918 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 783,918 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 1.4% (2)
12.		Type of Reporting Person (see instructions) PN

(1)

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons FHMLSP Overage, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 783,918 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 783,918 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 783,918 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 1.4% (2)
12.		Type of Reporting Person (see instructions) OO

(1)

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons Frazier Life Sciences X, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 39,534 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 39,534 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 39,534 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 0.1% (2)
12.		Type of Reporting Person (see instructions) PN

(1)

Consists of 39,534 shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P.

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons FHMLS X, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 39,534 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 39,534 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 39,534 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 0.1% (2)
12.		Type of Reporting Person (see instructions) PN

(1)

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons FHMLS X, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 39,534 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 39,534 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 39,534 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 0.1% (2)
12.		Type of Reporting Person (see instructions) OO

(1)

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons Frazier Life Sciences XI, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 80,493 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 80,493 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 80,493 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 0.1% (2)
12.		Type of Reporting Person (see instructions) PN

(1)

Consists of 80,493 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P.

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons FHMLS XI, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 80,493 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 80,493 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 80,493 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 0.1% (2)
12.		Type of Reporting Person (see instructions) PN

(1)

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons FHMLS XI, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (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 shares
	6.		Shared Voting Power 80,493 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 80,493 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 80,493 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 0.1% (2)
12.		Type of Reporting Person (see instructions) OO

(1)

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons James N. Topper
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Citizenship or Place of Organization United States Citizen


Number of Shares Beneficially Owned by Each Reporting Person With:		5.		Sole Voting Power 0 shares
	6.		Shared Voting Power 3,561,644 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 3,561,644 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,561,644 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 6.1% (2)
12.		Type of Reporting Person (see instructions) IN

(1)

Consists of (i) 2,657,699 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (ii) 783,918 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P., (iii) 39,534 shares of Common Stock held directly by Frazier Life Sciences X, L.P., and (iv) 80,493 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P.

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons Patrick J. Heron
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Citizenship or Place of Organization United States Citizen


Number of Shares Beneficially Owned by Each Reporting Person With:		5.		Sole Voting Power 0 shares
	6.		Shared Voting Power 3,561,644 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 3,561,644 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,561,644 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 6.1% (2)
12.		Type of Reporting Person (see instructions) IN

(1)

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons Albert Cha
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Citizenship or Place of Organization United States Citizen


Number of Shares Beneficially Owned by Each Reporting Person With:		5.		Sole Voting Power 0 shares
	6.		Shared Voting Power 3,441,617 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 3,441,617 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,441,617 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 5.9% (2)
12.		Type of Reporting Person (see instructions) IN

(1)

Consists of (i) 2,657,699 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., and (ii) 783,918 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P.

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons James Brush
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Citizenship or Place of Organization United States Citizen


Number of Shares Beneficially Owned by Each Reporting Person With:		5.		Sole Voting Power 0 shares
	6.		Shared Voting Power 3,441,617 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 3,441,617 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,441,617 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 5.9% (2)
12.		Type of Reporting Person (see instructions) IN

(1)

(2)

CUSIP No. 28617K101


1.		Names of Reporting Persons Daniel Estes
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Citizenship or Place of Organization United States Citizen


Number of Shares Beneficially Owned by Each Reporting Person With:		5.		Sole Voting Power 0 shares
	6.		Shared Voting Power 80,493 shares (1)
	7.		Sole Dispositive Power 0 shares
	8.		Shared Dispositive Power 80,493 shares (1)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 80,493 shares (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.		Percent of Class Represented by Amount in Row 9 0.1% (2)
12.		Type of Reporting Person (see instructions) IN

(1)

(2)


Item 1(a).		Name of Issuer: Eledon Pharmaceuticals, Inc.

Item 1(b).		Address of Issuer's Principal Executive Offices: 19800 MacArthur Blvd., Suite 250, Irvine, CA 92612

Item 2(a).		Name of Person Filing: The entities and persons filing this statement (collectively, the "Reporting Persons") are: Frazier Life Sciences Public Fund, L.P. ("FLSPF") FHMLSP, L.P. FHMLSP, L.L.C. Frazier Life Sciences Public Overage Fund, L.P. ("FLSPOF") FHMLSP Overage, L.P. FHMLSP Overage, L.L.C. Frazier Life Sciences XI, L.P. ("FLS XI") FHMLS XI, L.P. FHMLS XI, L.L.C. Frazier Life Sciences X, L.P. ("FLS X") FHMLS X, L.P. FHMLS X, L.L.C. James N. Topper ("Topper") Patrick J. Heron ("Heron") Albert Cha ("Cha") James Brush ("Brush") Daniel Estes ("Estes" and together with Topper, Heron, Cha and Brush, the "Members")

Item 2(b).		Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Persons is: c/o Frazier Life Sciences Management, L.P. 1001 Page Mill Rd, Building 4, Suite B Palo Alto, CA 94304

Item 2(c).		Citizenship:


Entities:		FLSPF		-		Delaware, U.S.A.
	FHMLSP, L.P.		-		Delaware, U.S.A.
	FHMLSP, L.L.C.		-		Delaware, U.S.A.
	FLSPOF		-		Delaware, U.S.A.
	FHMLSP Overage, L.P.		-		Delaware, U.S.A.
	FHMLSP, L.L.C.		-		Delaware, U.S.A.
	FLS XI		-		Delaware, U.S.A.
	FHMLS XI, L.P.		-		Delaware, U.S.A.
	FHMLS XI, L.L.C.		-		Delaware, U.S.A.
	FLS X		-		Delaware, U.S.A.
	FHMLS X, L.P.		-		Delaware, U.S.A.
	FHMLS X, L.L.C.		-		Delaware, U.S.A.

Individuals:		Topper		-		United States Citizen
	Heron		-		United States Citizen
	Cha		-		United States Citizen
	Brush		-		United States Citizen
	Estes		-		United States Citizen



Item 2(d).		Title of Class of Securities: Common Stock

Item 2(e).		CUSIP Number: 28617K101

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:

(a)		☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)		☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);


(c)		☐ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

(d)		☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)		☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)		☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)		☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)		☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)		☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)		☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)		☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

	If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than 5 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.

Item 8.

Identification and Classification of Members of the Group

Each member of the group is identified on Exhibit A to this Schedule 13G.

Item 9.

Notice of Dissolution of a 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 that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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: November 5, 2024		FRAZIER LIFE SCIENCES PUBLIC FUND, L.P.
	By: FHMLSP, L.P., its General Partner
	By: FHMLSP, L.L.C., its General Partner

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		FHMLSP, L.P.
	By: FHMLSP, L.L.C., its General Partner

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		FHMLSP, L.L.C.

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		FRAZIER LIFE SCIENCES PUBLIC OVERAGE FUND, L.P.
	By: FHMLSP Overage, L.P., its General Partner
	By: FHMLSP Overage, L.L.C., its General Partner

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		FHMLSP OVERAGE, L.P.
	By FHMLSP Overage, L.L.C., its General Partner

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		FHMLSP OVERAGE, L.L.C.

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		FRAZIER LIFE SCIENCES XI, L.P.
	By: FHMLS XI, L.P., its General Partner
	By: FHMLS XI, L.L.C., its General Partner

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		FHMLS XI, L.P.
	By: FHMLS XI, L.L.C., its General Partner

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer


Date: November 5, 2024		FHMLS XI, L.L.C.

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		FRAZIER LIFE SCIENCES X, L.P.
	By: FHMLS X, L.P., its General Partner
	By: FHMLS X, L.L.C., its General Partner

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		FHMLS X, L.P.
	By: FHMLS X, L.L.C., its General Partner

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		FHMLS X, L.L.C.

	By:		/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: November 5, 2024		By:		*
		James N. Topper

Date: November 5, 2024		By:		*
		Patrick J. Heron

Date: November 5, 2024		By:		**
		Albert Cha

Date: November 5, 2024		By:		**
		James Brush

Date: November 5, 2024		By:		***
		Daniel Estes

Date: November 5, 2024		By:		/s/ Steve R. Bailey
		Steve R. Bailey, as Attorney-in-Fact

*	This Schedule 13G was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on March 29, 2016.

**	This Schedule 13G was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021.

***	This Schedule 13G was executed by Steve R. Bailey on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022.

Exhibit Index


Exhibit A -		Agreement regarding filing of joint Schedule 13G.

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