Form SC 13G - Statement of acquisition of beneficial ownership by individuals
28 Dicembre 2023 - 10:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Ocular Therapeutix, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of
Securities)
67576A 10 0
(CUSIP Number)
December 18, 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. 67576A 10 0 |
Page 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
7,775,760 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
7,775,760 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,775,760 (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)
6.8% (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) 800,447 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 80,046
shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 6,895,267 shares held by Venrock Healthcare Capital Partners EG, L.P. |
(3) | This percentage is calculated based upon 114,832,114 shares of Common Stock outstanding as of December 18,
2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated December 13, 2023 filed
by the Issuer with the Securities and Exchange Commission (the “SEC”) on December 14, 2023. |
CUSIP No. 67576A 10 0 |
Page 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
7,775,760 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
7,775,760 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,775,760 (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)
6.8% (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) 800,447 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 80,046
shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 6,895,267 shares held by Venrock Healthcare Capital Partners EG, L.P. |
(3) | This percentage is calculated based upon 114,832,114 shares of Common Stock outstanding as of December 18,
2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated December 13, 2023 filed
by the Issuer with the SEC on December 14, 2023. |
CUSIP No. 67576A 10 0 |
Page 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
7,775,760 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
7,775,760 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,775,760 (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)
6.8% (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) 800,447 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 80,046
shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 6,895,267 shares held by Venrock Healthcare Capital Partners EG, L.P. |
(3) | This percentage is calculated based upon 114,832,114 shares of Common Stock outstanding as of December 18,
2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated December 13, 2023 filed
by the Issuer with the SEC on December 14, 2023. |
CUSIP No. 67576A 10 0 |
Page 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
7,775,760 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
7,775,760 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,775,760 (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)
6.8% (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) 800,447 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 80,046
shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 6,895,267 shares held by Venrock Healthcare Capital Partners EG, L.P. |
(3) | This percentage is calculated based upon 114,832,114 shares of Common Stock outstanding as of December 18,
2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated December 13, 2023 filed
by the Issuer with the SEC on December 14, 2023. |
CUSIP No. 67576A 10 0 |
Page 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
7,775,760 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
7,775,760 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,775,760 (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)
6.8% (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) 800,447 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 80,046
shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 6,895,267 shares held by Venrock Healthcare Capital Partners EG, L.P. |
(3) | This percentage is calculated based upon 114,832,114 shares of Common Stock outstanding as of December 18,
2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated December 13, 2023 filed
by the Issuer with the SEC on December 14, 2023. |
CUSIP No. 67576A 10 0 |
Page 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
7,775,760 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
7,775,760 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,775,760 (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)
6.8% (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) 800,447 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 80,046
shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 6,895,267 shares held by Venrock Healthcare Capital Partners EG, L.P. |
(3) | This percentage is calculated based upon 114,832,114 shares of Common Stock outstanding as of December 18,
2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated December 13, 2023 filed
by the Issuer with the SEC on December 14, 2023. |
CUSIP No. 67576A 10 0 |
Page 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
7,775,760 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
7,775,760 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,775,760 (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)
6.8% (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) 800,447 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 80,046
shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 6,895,267 shares held by Venrock Healthcare Capital Partners EG, L.P. |
(3) | This percentage is calculated based upon 114,832,114 shares of Common Stock outstanding as of December 18,
2023 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated December 13, 2023 filed
by the Issuer with the SEC on December 14, 2023. |
CUSIP No. 67576A 10 0 |
Page 9 of 17 |
Item 1. |
|
|
|
(a) |
Name of Issuer
Ocular Therapeutix, Inc. |
|
|
|
|
(b) |
Address of Issuer’s Principal Executive Offices
24 Crosby Drive, Bedford, MA 01730 |
|
|
|
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, $0.0001 par value |
|
|
|
|
(e) |
CUSIP Number
67576A 10 0 |
|
|
|
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. 67576A 10 0 |
Page 10 of 17 |
Item 4. |
Ownership |
|
|
|
|
|
(a) |
Amount beneficially owned: |
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners III, L.P. |
7,775,760 (1) |
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
7,775,760 (1) |
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
7,775,760 (1) |
|
|
|
|
VHCP Management III, LLC |
7,775,760 (1) |
|
|
|
|
VHCP Management EG, LLC |
7,775,760 (1) |
|
|
|
|
Nimish Shah |
7,775,760 (1) |
|
|
|
|
Bong Koh |
7,775,760 (1) |
|
|
|
|
|
|
|
(b) |
Percent of class: |
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners III, L.P. |
6.8% (2) |
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
6.8% (2) |
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
6.8% (2) |
|
|
|
|
VHCP Management III, LLC |
6.8% (2) |
|
|
|
|
VHCP Management EG, LLC |
6.8% (2) |
|
|
|
|
Nimish Shah |
6.8% (2) |
|
|
|
|
Bong Koh |
6.8% (2) |
|
|
|
|
|
|
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(c) |
Number of shares as to which the person has: |
|
|
|
|
|
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|
(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 |
|
|
|
|
|
|
|
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(ii) |
Shared power to vote or to direct the vote: |
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners III, L.P. |
7,775,760 (1) |
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
7,775,760 (1) |
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
7,775,760 (1) |
|
|
|
|
VHCP Management III, LLC |
7,775,760 (1) |
|
|
|
|
VHCP Management EG, LLC |
7,775,760 (1) |
|
|
|
|
Nimish Shah |
7,775,760 (1) |
|
|
|
|
Bong Koh |
7,775,760 (1) |
|
CUSIP No. 67576A 10 0 |
Page 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 |
|
|
|
|
|
|
|
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(iv) |
Shared power to dispose or to direct the disposition of: |
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners III, L.P. |
7,775,760 (1) |
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
7,775,760 (1) |
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
7,775,760 (1) |
|
|
|
|
VHCP Management III, LLC |
7,775,760 (1) |
|
|
|
|
VHCP Management EG, LLC |
7,775,760 (1) |
|
|
|
|
Nimish Shah |
7,775,760 (1) |
|
|
|
|
Bong Koh |
7,775,760 (1) |
|
|
(1) | Consists of (i) 800,447 shares held by Venrock Healthcare
Capital Partners III, L.P.; (ii) 80,046 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 6,895,267 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 114,832,114 shares
of Common Stock outstanding as of December 18, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus
supplement dated December 13, 2023 filed by the Issuer with the SEC on December 14, 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 |
CUSIP No. 67576A 10 0 |
Page 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. 67576A 10 0 |
Page 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: 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 |
|
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VHCP Co-Investment Holdings III,
LLC |
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|
|
|
By: |
VHCP Management III, LLC |
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Its: |
Manager |
|
|
|
|
|
By: |
/s/ Sherman G. Souther |
|
|
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Name: Sherman G. Souther |
|
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Its: Authorized Signatory |
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VHCP Management III, LLC |
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VHCP Management EG, LLC |
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By: |
/s/ Sherman G. Souther |
|
By: |
/s/ Sherman G. Souther |
|
Name: Sherman G. Souther |
|
|
Name: Sherman G. Souther |
|
Its: Authorized Signatory |
|
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Its: Authorized Signatory |
|
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Nimish Shah |
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/s/ Sherman G. Souther |
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Sherman G. Souther, Attorney-in-fact
|
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Bong Koh |
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|
/s/ Sherman G. Souther |
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|
Sherman G. Souther, Attorney-in-fact |
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|
CUSIP No. 67576A 10 0 |
Page 14 of 17 |
EXHIBITS
A: |
Joint Filing Agreement |
|
|
B: |
Power of Attorney for Nimish
Shah |
|
|
C: |
Power of Attorney for Bong Koh |
CUSIP No. 67576A 10 0 |
Page 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 Ocular Therapeutix, 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. |
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Venrock Healthcare Capital Partners EG, L.P. |
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By: |
VHCP Management III, LLC |
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By: |
VHCP Management EG, LLC |
Its: |
General Partner |
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Its: |
General Partner |
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By: |
/s/ Sherman G. Souther |
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By: |
/s/ Sherman G. Souther |
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Name: Sherman G. Souther |
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Name: Sherman G. Souther |
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Its: Authorized Signatory |
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Its: Authorized Signatory |
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VHCP Co-Investment Holdings III, LLC |
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By: |
VHCP Management III, LLC |
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Its: |
Manager |
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By: |
/s/ Sherman G. Souther |
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Name: Sherman G. Souther |
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Its: Authorized Signatory |
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VHCP Management III, LLC |
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VHCP Management EG, LLC |
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By: |
/s/ Sherman G. Souther |
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By: |
/s/ Sherman G. Souther |
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Name: Sherman G. Souther |
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Name: Sherman G. Souther |
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Its: Authorized Signatory |
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Its: Authorized Signatory |
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Nimish Shah |
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/s/ Sherman G. Souther |
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Sherman G. Souther, Attorney-in-fact |
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Bong Koh |
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/s/
Sherman G. Souther |
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Sherman G. Souther, Attorney-in-fact |
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CUSIP No. 67576A 10 0 |
Page 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 28th day of December, 2023.
CUSIP No. 67576A 10 0 |
Page 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 28th day of December, 2023.
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