If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on 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).






SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 3,963,667 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. and (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025 and (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 3,963,667 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. and (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025 and (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 3,963,667 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. and (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025 and (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 1,008,323 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. and (ii) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025 and (ii) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 1,008,323 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. and (ii) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025 and (ii) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 1,008,323 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. and (ii) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025 and (ii) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of 48,203 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. The percentage listed in row 13 listed in row 13 is calculated based on 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of 48,203 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. The percentage listed in row 13 listed in row 13 is calculated based on 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of 48,203 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. The percentage listed in row 13 listed in row 13 is calculated based on 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 950,465 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. and (ii) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. FHMLS XI, L.P. is the general partner of by 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025 and (ii) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 950,465 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. and (ii) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. FHMLS XI, L.P. is the general partner of by 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025 and (ii) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 950,465 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. and (ii) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. FHMLS XI, L.P. is the general partner of by 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025 and (ii) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. The percentage listed in row 13 is calculated based on 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. The percentage listed in row 13 is calculated based on 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. and (i) 1 share of Common Stock held directly by FHMLS IX, L.L.C. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. The percentage listed in row 13 is calculated based on 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of 223,986 shares of Common Stock held directly by Frazier Life Sciences XII, L.P. FHMLS XII, L.P. is the general partner of Frazier Life Sciences XII, L.P. and FHMLS XII, L.L.C. is the general partner of FHMLS XII, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XII, L.P. The percentage listed in row 13 is calculated based on 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of 223,986 shares of Common Stock held directly by Frazier Life Sciences XII, L.P. FHMLS XII, L.P. is the general partner of Frazier Life Sciences XII, L.P. and FHMLS XII, L.L.C. is the general partner of FHMLS XII, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XII, L.P. The percentage listed in row 13 is calculated based on 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of 223,986 shares of Common Stock held directly by Frazier Life Sciences XII, L.P. FHMLS XII, L.P. is the general partner of Frazier Life Sciences XII, L.P. and FHMLS XII, L.L.C. is the general partner of FHMLS XII, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XII, L.P. The percentage listed in row 13 is calculated based on 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 7 and 9 consist of (i) 32,096 shares of Common Stock held directly by James N. Topper, (ii) 3,912 shares of Common Stock held by Topper Group III LLC and (iii) 62,500 shares of Common Stock that are issuable upon the exercise of options held directly by Dr. Topper that are exercisable within 60 days of May 9, 2025. Dr. Topper is a manager of Topper Group III LLC and shares voting and investment power over the shares held by Topper Group III LLC. The shares listed in rows 8, 10 and 11 consist of (i) 3,963,667 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025, (iii) 1,008,323 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P., (iv) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025, (v) 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P., (vi) 1 share of Common Stock held directly by FHMLS IX, L.L.C., (vii) 48,203 shares of Common Stock held directly by Frazier Life Sciences X, L.P., (viii) 950,465 shares of Common Stock held directly by Frazier Life Sciences XI, L.P., (ix) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025 and (x) 223,986 shares of Common Stock held directly by Frazier Life Sciences XII, 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 IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. 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 by 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. FHMLS XII, L.P. is the general partner of Frazier Life Sciences XII, L.P. and FHMLS XII, L.L.C. is the general partner of FHMLS XII, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XII, L.P. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025, (iii) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025, (iv) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025 and (v) 62,500 shares of Common Stock that are issuable upon the exercise of options held directly by Dr. Topper that are exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 7 and 9 consist of 14,937 shares of Common Stock held by The Heron Living Trust 11/30/2004. Mr. Heron is the co-trustee of The Heron Living Trust 11/30/2004 and has voting and investment power over the shares held by The Heron Living Trust 11/30/2004. The shares listed in rows 8, 10 and 11 consist of (i) 3,963,667 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025, (iii) 1,008,323 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P., (iv) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025, (v) 5,827,415 shares of Common Stock held directly by Frazier Life Sciences IX, L.P., (vi) 1 share of Common Stock held directly by FHMLS IX, L.L.C., (vii) 48,203 shares of Common Stock held directly by Frazier Life Sciences X, L.P., (viii) 950,465 shares of Common Stock held directly by Frazier Life Sciences XI, L.P., (ix) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025 and (x) 223,986 shares of Common Stock held directly by Frazier Life Sciences XII, 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 IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. 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 by 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. FHMLS XII, L.P. is the general partner of Frazier Life Sciences XII, L.P. and FHMLS XII, L.L.C. is the general partner of FHMLS XII, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XII, L.P. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025, (iii) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025 and (iv) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 3,963,667 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025, (iii) 1,008,323 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. and (iv) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025 and (iii) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 3,963,667 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025, (iii) 1,008,323 shares of Common Stock held directly by Frazier Life Sciences Public Overage Fund, L.P. and (iv) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025. 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. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, (ii) 1,774,790 shares of Common Stock issuable to Frazier Life Sciences Public Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025 and (iii) 523,547 shares of Common Stock issuable to Frazier Life Sciences Public Overage Fund, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consist of (i) 950,465 shares of Common Stock held directly by Frazier Life Sciences XI, L.P., (ii) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025 and (iii) 223,986 shares of Common Stock held directly by Frazier Life Sciences XII, L.P. FHMLS XI, L.P. is the general partner of by 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. FHMLS XII, L.P. is the general partner of Frazier Life Sciences XII, L.P. and FHMLS XII, L.L.C. is the general partner of FHMLS XII, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XII, L.P. The percentage listed in row 13 is calculated based the sum of (i) 69,814,121 shares of the Issuer's Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025 and (ii) 11,085 shares of Common Stock issuable to Frazier Life Sciences XI, L.P. pursuant to pre-funded warrants exercisable within 60 days of May 9, 2025.


SCHEDULE 13D


 
Frazier Life Sciences Public Fund, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:05/13/2025
 
FHMLSP, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:05/13/2025
 
FHMLSP, L.L.C.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLSP, L.L.C.
Date:05/13/2025
 
Frazier Life Sciences Public Overage Fund, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P., GP of Frazier Life Sciences Public Overage Fund, L.P.
Date:05/13/2025
 
FHMLSP Overage, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P.
Date:05/13/2025
 
FHMLSP Overage, L.L.C.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C.
Date:05/13/2025
 
Frazier Life Sciences X, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:05/13/2025
 
FHMLS X, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:05/13/2025
 
FHMLS X, L.L.C.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS X, L.L.C.
Date:05/13/2025
 
Frazier Life Sciences XI, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:05/13/2025
 
FHMLS XI, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:05/13/2025
 
FHMLS XI, L.L.C.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS XI, L.L.C.
Date:05/13/2025
 
Frazier Life Sciences IX, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS IX, L.L.C., GP of FHMLS IX, L.P., GP of Frazier Life Sciences IX, L.P.
Date:05/13/2025
 
FHMLS IX, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS IX, L.L.C., GP of FHMLS IX, L.P.
Date:05/13/2025
 
FHMLS IX, L.L.C.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS IX, L.L.C.
Date:05/13/2025
 
Frazier Life Sciences XII, L.P.
 
Signature:/s/ Gordon Empey
Name/Title:By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:05/13/2025
 
FHMLS XII, L.P.
 
Signature:/s/ Gordon Empey
Name/Title:By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:05/13/2025
 
FHMLS XII, L.L.C.
 
Signature:/s/ Gordon Empey
Name/Title:By Gordon Empey, General Counsel of FHMLS XII, L.L.C.
Date:05/13/2025
 
James N. Topper
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:05/13/2025
 
Patrick J. Heron
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, Attorney-in-Fact for Patrick J. Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:05/13/2025
 
Albert Cha
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, Attorney-in-Fact for Albert Cha, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:05/13/2025
 
James Brush
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, Attorney-in-Fact for James Brush, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:05/13/2025
 
Daniel Estes
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, Attorney-in-Fact for Daniel Estes, pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022
Date:05/13/2025
ex-99-05132025_080515.htm



EXHIBIT 99.1


JOINT FILING AGREEMENT


Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of Common Stock of Phathom Pharmaceuticals, Inc.

 

Date:  May 13, 2025

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:  May 13, 2025

FHMLSP, L.P.

By: FHMLSP, L.L.C., its General Partner


By: /s/ Steve R. Bailey

Steve R. Bailey, Chief Financial Officer



Date:  May 13, 2025

FHMLSP, L.L.C.


By: /s/ Steve R. Bailey

Steve R. Bailey, Chief Financial Officer



Date:  May 13, 2025

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:  May 13, 2025

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:  May 13, 2025

FHMLSP OVERAGE, L.L.C.


By: /s/ Steve R. Bailey

Steve R. Bailey, Chief Financial Officer



Date:  May 13, 2025

FRAZIER LIFE SCIENCES IX, L.P.

By FHMLS IX, L.P., its general partner

By FHMLS IX, L.L.C., its general partner



By: /s/ Steve R. Bailey

Steve R. Bailey, Chief Financial Officer



Date:  May 13, 2025

FHMLS IX, L.P.

By FHMLS IX, L.L.C., its general partner



By: /s/ Steve R. Bailey

Steve R. Bailey, Chief Financial Officer



Date:  May 13, 2025

FHMLS IX, L.L.C.



By: /s/ Steve R. Bailey

Steve R. Bailey, Chief Financial Officer



Date:  May 13, 2025

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:  May 13, 2025

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:  May 13, 2025

FHMLS X, L.L.C.



By: /s/ Steve R. Bailey

Steve R. Bailey, Chief Financial Officer



Date:  May 13, 2025

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:  May 13, 2025

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:  May 13, 2025

FHMLS XI, L.L.C.



By: /s/ Steve R. Bailey

Steve R. Bailey, Chief Financial Officer



Date:  May 13, 2025

FRAZIER LIFE SCIENCES XII, L.P.

By FHMLS XII, L.P., its general partner

By FHMLS XI, L.L.C., its general partner



By: /s/ Gordon Empey

Gordon Empey, General Counsel



Date:  May 13, 2025

FHMLS XII, L.P.

By FHMLS XII, L.L.C., its general partner



By: /s/ Gordon Empey

Gordon Empey, General Counsel



Date:  May 13, 2025

FHMLS XII, L.L.C.



By: /s/ Gordon Empey

Gordon Empey, General Counsel



Date:  May 13, 2025

By: *

James Topper



Date:  May 13, 2025

By: *

Patrick Heron



Date:  May 13, 2025

By: **

Albert Cha



Date:  May 13, 2025

By: **

James Brush



Date:  May 13, 2025

By: ***

Daniel Estes



Date:  May 13, 2025

By: /s/ Steve R. Bailey

Steve R. Bailey, as Attorney-in-Fact


* 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 July 31, 2017.


** 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 individual listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022.