Sec Form 13G Filing - Venrock Healthcare Capital Partners III L.P. filing for KALVISTA PHARMACEUTICALS INC C (KALV) - 2023-12-28

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

KalVista Pharmaceuticals, Inc.

(Name of Issuer)

 

Common stock, $0.001 par value

(Title of Class of Securities)

 

483497103

(CUSIP Number)

 

December 26, 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).

 

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   3,573,714 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   3,573,714 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,573,714 (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)   10.3% (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/A.

(2)	Consists of (i) 845,086 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 84,538 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,644,090 shares held by Venrock Healthcare Capital Partners EG, L.P.

(3)

This percentage is calculated based upon 34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 7, 2023.

 

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   3,573,714 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   3,573,714 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,573,714 (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)   10.3% (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/A.

 

(2)

Consists of (i) 845,086 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 84,538 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,644,090 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)

This percentage is calculated based upon 34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7, 2023.

 

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   3,573,714 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   3,573,714 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,573,714 (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)   10.3% (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/A.

 

(2)

Consists of (i) 845,086 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 84,538 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,644,090 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)

This percentage is calculated based upon 34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7, 2023.

 

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   3,573,714 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   3,573,714 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,573,714 (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)   10.3% (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/A.

 

(2)

Consists of (i) 845,086 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 84,538 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,644,090 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)

This percentage is calculated based upon 34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7, 2023.

 

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   3,573,714 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   3,573,714 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,573,714 (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)   10.3% (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/A.

 

(2)

Consists of (i) 845,086 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 84,538 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,644,090 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)

This percentage is calculated based upon 34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7, 2023.

 

1.	Names of Reporting Persons   Shah, Nimish
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) ☒ (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   3,573,714 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   3,573,714 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,573,714 (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)   10.3% (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/A.

 

(2)

Consists of (i) 845,086 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 84,538 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,644,090 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)

This percentage is calculated based upon 34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7, 2023.

 

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   3,573,714 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   3,573,714 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,573,714 (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)   10.3% (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/A.

 

(2)

Consists of (i) 845,086 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 84,538 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,644,090 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)

This percentage is calculated based upon 34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7, 2023.

 

Item 1.
	(a)	Name of Issuer   KalVista Pharmaceuticals, Inc.
	(b)	Address of Issuer’s Principal Executive Offices   55 Cambridge Parkway, Suite 901E Cambridge, Massachusetts 02142
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, $0.001 par value
	(e)	CUSIP Number   483497103
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

 

Item 4.	Ownership
	(a)	Amount beneficially owned as of December 26, 2023:

 

Venrock Healthcare Capital Partners III, L.P.			3,573,714	(1)
VHCP Co-Investment Holdings III, LLC			3,573,714	(1)
Venrock Healthcare Capital Partners EG, L.P.			3,573,714	(1)
VHCP Management III, LLC			3,573,714	(1)
VHCP Management EG, LLC			3,573,714	(1)
Nimish Shah			3,573,714	(1)
Bong Koh			3,573,714	(1)

 

(b)

Percent of class as of December 26, 2023:

 

Venrock Healthcare Capital Partners III, L.P.			10.3%	(2)
VHCP Co-Investment Holdings III, LLC			10.3%	(2)
Venrock Healthcare Capital Partners EG, L.P.			10.3%	(2)
VHCP Management III, LLC			10.3%	(2)
VHCP Management EG, LLC			10.3%	(2)
Nimish Shah			10.3%	(2)
Bong Koh			10.3%	(2)

 

	(c)	Number of shares as to which the person has as of December 26, 2023:
		(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.			3,573,714	(1)
VHCP Co-Investment Holdings III, LLC			3,573,714	(1)
Venrock Healthcare Capital Partners EG, L.P.			3,573,714	(1)
VHCP Management III, LLC			3,573,714	(1)
VHCP Management EG, LLC			3,573,714	(1)
Nimish Shah			3,573,714	(1)
Bong Koh			3,573,714	(1)

 

(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.			3,573,714	(1)
VHCP Co-Investment Holdings III, LLC			3,573,714	(1)
Venrock Healthcare Capital Partners EG, L.P.			3,573,714	(1)
VHCP Management III, LLC			3,573,714	(1)
VHCP Management EG, LLC			3,573,714	(1)
Nimish Shah			3,573,714	(1)
Bong Koh			3,573,714	(1)

 

(1)

Consists of (i) 845,086 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 84,538 shares h eld by VHCP Co-Investment Holdings III, LLC; and (iii) 2,644,090 shares 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 34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7, 2023.

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
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.

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: December 28, 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

 

EXHIBITS

 

A:	Joint Filing Agreement

 

B:	Power of Attorney for Nimish Shah

 

C:	Power of Attorney for Bong Koh

 

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 KalVista Pharmaceuticals, 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 28th day of December, 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

 

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 28th day of December, 2023.

 

 

/s/ Nimish Shah

 

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 28th day of December, 2023.

 

/s/ Bong Koh