ELDN Eledon Pharmaceuticals Inc

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.

 Names of Reporting Persons

 Frazier Life Sciences Public Fund, L.P.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 2,657,699 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 2,657,699 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,657,699 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 4.6% (2)

 Type of Reporting Person (see instructions)

 PN

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.

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.

 Names of Reporting Persons

 FHMLSP, L.P.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 2,657,699 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 2,657,699 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,657,699 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 4.6% (2)

 Type of Reporting Person (see instructions)

 PN

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.

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.

 Names of Reporting Persons

 FHMLSP, L.L.C.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 2,657,699 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 2,657,699 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,657,699 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 4.6% (2)

 Type of Reporting Person (see instructions)

 OO

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.

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.

 Names of Reporting Persons

 Frazier Life Sciences Public Overage Fund, L.P.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 783,918 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 783,918 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 783,918 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 1.4% (2)

 Type of Reporting Person (see instructions)

 PN

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.

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.

 Names of Reporting Persons

 FHMLSP Overage, L.P.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 783,918 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 783,918 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 783,918 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 1.4% (2)

 Type of Reporting Person (see instructions)

 PN

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.

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.

 Names of Reporting Persons

 FHMLSP Overage, L.L.C.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 783,918 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 783,918 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 783,918 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 1.4% (2)

 Type of Reporting Person (see instructions)

 OO

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.

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.

 Names of Reporting Persons

 Frazier Life Sciences X, L.P.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 39,534 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 39,534 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 39,534 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 0.1% (2)

 Type of Reporting Person (see instructions)

 PN

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.

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.

 Names of Reporting Persons

 FHMLS X, L.P.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 39,534 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 39,534 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 39,534 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 0.1% (2)

 Type of Reporting Person (see instructions)

 PN

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.

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.

 Names of Reporting Persons

 FHMLS X, L.L.C.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 39,534 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 39,534 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 39,534 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 0.1% (2)

 Type of Reporting Person (see instructions)

 OO

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.

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.

 Names of Reporting Persons

 Frazier Life Sciences XI, L.P.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 80,493 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 80,493 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 80,493 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 0.1% (2)

 Type of Reporting Person (see instructions)

 PN

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.

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.

 Names of Reporting Persons

 FHMLS XI, L.P.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 80,493 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 80,493 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 80,493 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 0.1% (2)

 Type of Reporting Person (see instructions)

 PN

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.

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.

 Names of Reporting Persons

 FHMLS XI, L.L.C.

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 80,493 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 80,493 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 80,493 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 0.1% (2)

 Type of Reporting Person (see instructions)

 OO

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.

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.

 Names of Reporting Persons

 James N. Topper

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 United States Citizen

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 3,561,644 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 3,561,644 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,561,644 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 6.1% (2)

 Type of Reporting Person (see instructions)

 IN

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.

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.

 Names of Reporting Persons

 Patrick J. Heron

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 United States Citizen

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 3,561,644 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 3,561,644 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,561,644 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 6.1% (2)

 Type of Reporting Person (see instructions)

 IN

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.

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.

 Names of Reporting Persons

 Albert Cha

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 United States Citizen

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 3,441,617 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 3,441,617 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,441,617 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 5.9% (2)

 Type of Reporting Person (see instructions)

 IN

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.

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.

 Names of Reporting Persons

 James Brush

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 United States Citizen

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 3,441,617 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 3,441,617 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,441,617 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 5.9% (2)

 Type of Reporting Person (see instructions)

 IN

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.

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.

 Names of Reporting Persons

 Daniel Estes

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 Citizenship or Place of Organization

 United States Citizen

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 0 shares

 Shared Voting Power

 80,493 shares (1)

 Sole Dispositive Power

 0 shares

 Shared Dispositive Power

 80,493 shares (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 80,493 shares (1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 0.1% (2)

 Type of Reporting Person (see instructions)

 IN

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.

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.

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”)

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

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

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

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

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

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

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

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

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

☐   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);

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

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

Ownership

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

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

Number of shares as to which the person has:

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

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

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

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

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

By: FHMLS X, L.P., its General Partner

By: FHMLS X, L.L.C., its General Partner

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

*

*

**

**

***

/s/ Steve R. Bailey

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.

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

Steve R. Bailey, Chief Financial Officer

/s/ Steve R. Bailey

/s/ Steve R. Bailey

/s/ Steve R. Bailey

Steve R. Bailey, Chief Financial Officer

/s/ Steve R. Bailey

*

*

**

**

***

/s/ Steve R. Bailey

This Agreement 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 Agreement 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 Agreement 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 April 18, 2022.