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. ☐
1
|
Names of Reporting Persons.
OrbiMed Advisors LLC
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
AF
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
o
|
6
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
2,002,221
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
2,002,221
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,002,221
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|
o
|
13
|
Percent of Class Represented by Amount in Row (11)
11.9%*
|
14
|
Type of Reporting Person (See Instructions)
IA
|
|
|
|
|
|
* This percentage is calculated based upon 16,852,244 shares of common
stock outstanding of 89bio, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus
filed with the Securities and Exchange Commission (“SEC”) on July 8, 2020 and giving effect to the additional
397,440 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.
CUSIP No. 282559103
|
|
|
|
|
|
|
|
|
1
|
Names of Reporting Persons.
OrbiMed Advisors Israel II Limited
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
|
3
|
SEC Use Only
|
|
4
|
Source of Funds (See Instructions)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
o
|
|
6
|
Citizenship or Place of Organization
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
2,002,221
|
|
9
|
Sole Dispositive Power
0
|
|
10
|
Shared Dispositive Power
2,002,221
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,002,221
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|
o
|
|
13
|
Percent of Class Represented by Amount in Row (11)
11.9%*
|
|
14
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
|
|
* This percentage is calculated based upon 16,852,244 shares of common
stock outstanding of 89bio, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus
filed with the Securities and Exchange Commission (“SEC”) on July 8, 2020 and giving effect to the additional
397,440 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.
CUSIP No. 282559103
|
|
|
|
|
|
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1
|
Names of Reporting Persons.
OrbiMed Israel GP II, L.P.
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
|
3
|
SEC Use Only
|
|
4
|
Source of Funds (See Instructions)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
|
|
6
|
Citizenship or Place of Organization
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
2,002,221
|
|
9
|
Sole Dispositive Power
0
|
|
10
|
Shared Dispositive Power
2,002,221
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,002,221
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
|
13
|
Percent of Class Represented by Amount in Row (11)
11.9%*
|
|
14
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
|
|
* This percentage is calculated based upon 16,852,244 shares of common
stock outstanding of 89bio, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus
filed with the Securities and Exchange Commission (“SEC”) on July 8, 2020 and giving effect to the additional
397,440 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.
1
|
Names of Reporting Persons.
OrbiMed Capital GP VI LLC
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2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
AF
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
|
6
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
2,002,221
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
2,002,221
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,002,221
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
13
|
Percent of Class Represented by Amount in Row (11)
11.9%*
|
14
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
* This percentage is calculated based upon 16,852,244 shares of common
stock outstanding of 89bio, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus
filed with the Securities and Exchange Commission (“SEC”) on July 8, 2020 and giving effect to the additional
397,440 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.
Item 1. Security and Issuer
This Amendment No. 1 (“Amendment
No. 1”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Advisors
Israel II Limited, OrbiMed Israel GP II, L.P., and OrbiMed Capital GP VI (the “Statement”) originally filed
with the Securities and Exchange Commission (the “SEC”) on November 25, 2020. This Statement relates to the
common stock, par value $0.001 per share (the “Shares”) of 89bio,
Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal executive offices
located at 535 Mission Street, 14th Floor, San Francisco, California 94105. The Shares are listed on the NASDAQ
Global Market under the ticker symbol “ETNB”. Information given in response to each item shall be deemed incorporated
by reference in all other items, as applicable.
On July 10, 2020, the Issuer
completed an underwritten public offering of 2,649,600 Shares at an offering price of $27.50 per Share (the “Offering”).
In addition, the Issuer granted the underwriters an option to purchase, at the public offering price less any underwriting discounts
and commissions, up to an additional 397,440 Shares. None of the Reporting Persons participated in the Offering. As a result of
the Offering, the percentage of outstanding Shares that the Reporting Persons may be deemed to beneficially own was reduced by
more than one percent of the Issuer’s Shares outstanding since the filing of the Statement.
Item 2. Identity and Background
(a) This Schedule 13D is
being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Advisors Israel II Limited (“OrbiMed
Limited”), OrbiMed Israel GP II, L.P. (“OrbiMed Israel”), and OrbiMed Capital GP VI LLC (“OrbiMed
Capital”) (collectively, the “Reporting Persons”).
(b) — (c),
(f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under
the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly
described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New
York 10022.
OrbiMed Limited, a corporation
organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described
in Item 6 below. OrbiMed Limited has its principal offices at 89 Medinat Hayehudim St., building E, Herzliya 4614001 Israel.
OrbiMed Israel, a limited
partnership organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly
described in Item 6 below. OrbiMed Israel has its principal offices at 89 Medinat Hayehudim St., building E, Herzliya 4614001
Israel.
OrbiMed Capital, a limited
liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described
in Item 6 below. OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
The directors and executive
officers of OrbiMed Advisors, OrbiMed Limited, OrbiMed Israel and OrbiMed Capital are set forth on Schedules I, II, III and IV,
respectively, attached hereto. Schedules I, II, III and IV set forth the following information with respect to each such
person:
(i) name;
(ii) business
address;
(iii) present
principal occupation of employment and the name, principal business and address of any corporation or other organization in which
such employment is conducted; and
(iv) citizenship.
(d) — (e) During
the last five years, neither the Reporting Persons nor any Person named in Schedules I through IV has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
The Shares acquired by
the Reporting Persons were acquired for the purpose of making an investment in the Issuer and not with the intention of acquiring
control of the Issuer’s business on behalf of the Reporting Persons’ respective advisory clients.
The Reporting Persons from
time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business,
financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general
and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.
Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate
in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the
Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of
the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors,
the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise
acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Statement, the Reporting
Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change
in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument
corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class
of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar
to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) — (b) The
following disclosure is based upon 16,852,244 outstanding Shares of the Issuer, as set forth in the Issuer’s Rule 424(b)(4)
Prospectus filed with the Securities and Exchange Commission on July 8, 2020.
As of the date of this
filing, OrbiMed Israel Partners II, L.P. (“OIP II”), a limited partnership organized under the laws of the Cayman Islands, holds 2,002,221 Shares constituting approximately
11.9% of the issued and outstanding Shares. OrbiMed Israel is the general partner of OIP II pursuant to the terms of the
limited partnership agreement of OIP II, and OrbiMed Limited is the general partner of OrbiMed Israel pursuant to the terms of
the limited partnership agreement of OrbiMed Israel. As a result, OrbiMed Israel and OrbiMed Limited share the power to direct
the vote and disposition of the Shares held by OIP II, and both OrbiMed Israel and OrbiMed Limited may be deemed directly or indirectly,
including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OIP II. OrbiMed Limited
exercises this investment power through an investment committee comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish,
Anat Naschitz, and Erez Chimovits each of whom disclaims beneficial ownership of the Shares held by OIP II.
As of the date of this
filing, OrbiMed Private Investments VI, LP (“OPI VI”), a limited partnership organized under the laws of Delaware, holds 2,002,221 Shares constituting approximately 11.9%
of the issued and outstanding Shares. OrbiMed Capital is the general partner of OPI VI, pursuant to the terms of the limited
partnership agreement of OPI VI, and OrbiMed Advisors is the managing member of OrbiMed Capital, pursuant to the terms of the limited
liability company agreement of OrbiMed Capital. As a result, OrbiMed Advisors and OrbiMed Capital share power to direct the
vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual
affiliation, to be the beneficial owners of the Shares held by OPI VI. Each of OrbiMed Advisors and OrbiMed Capital disclaims
any beneficial ownership over the shares of the other Reporting Persons. OrbiMed Advisors exercises this investment and voting
power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims
beneficial ownership of the Shares held by OPI VI.
(c) The Reporting Persons
have not effected any transactions during the past sixty (60) days in any Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, OrbiMed Capital is the general partner of OPI VI, pursuant to the
terms of the limited partnership agreement of OPI VI. Pursuant to this agreement and relationship, OrbiMed Capital has discretionary
investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose
of securities held by OPI VI. The number of outstanding Shares of the Issuer attributable to OPI VI is 2,002,221. OrbiMed
Capital, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 2,002,221 Shares.
OrbiMed Advisors is the
managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital. Pursuant
to these agreements and relationships, OrbiMed Advisors and OrbiMed Capital have discretionary investment management authority
with respect to the assets of OPI VI. Such authority includes the power of OrbiMed Capital to vote and otherwise dispose
of securities held by OPI VI. The number of outstanding Shares attributable to OPI VI is 2,002,221 Shares. OrbiMed
Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed Capital, may also be
considered to hold indirectly 2,002,221 Shares.
OrbiMed Israel is the general
partner of OIP II pursuant to the terms of the limited partnership agreement of OIP II. OrbiMed Limited is the general partner
of OrbiMed Israel pursuant to the terms of the limited partnership agreement of OrbiMed Israel. Pursuant to these agreements
and relationships, OrbiMed Israel has discretionary investment management authority with respect to the assets of OIP II and such
discretionary investment management authority is exercised through OrbiMed Limited by action of the committee. Such authority includes
the power to vote and otherwise dispose of securities held by OIP II. The number of outstanding Shares of the Issuer attributable
to OIP II is 2,002,221. OrbiMed Israel, as the general partner of OIP II, may be considered to hold indirectly 2,002,221
Shares, and OrbiMed Limited, as the general partner of OrbiMed Israel, may be considered to hold indirectly 2,002,221 Shares.
Anat Naschitz (“Naschitz”),
an employee of OrbiMed Limited, is a member of the Board of Directors of the Issuer and, accordingly, the Reporting Persons may
have the ability to affect and influence control of the Issuer. From time to time, Naschitz may receive stock options or other
awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors. Pursuant
to an agreement with the Reporting Persons, Naschitz is obligated to transfer any securities issued under any such stock options
or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such securities or economic
benefits are provided to OPI VI and OIP II.
Investors Rights Agreement
In addition, OPI
VI and certain other stockholders of the Issuer entered into an amended and restated investors’ rights agreement with the
Issuer a summary of which is set forth at Item 6 of the Statement.
Lock-Up Agreement
In connection with the Offering, OPI VI, OIP
II, and certain other stockholders entered into Lock-Up Agreements with the Issuer’s underwriters. Pursuant to their Lock-Up
Agreements, OPI VI and OIP II agreed that it will not, during the period ending 90 days after the date of the underwriting agreement
used in connection with the Offering (the “Lock-Up Period”), directly or indirectly (1) sell, assign, transfer,
pledge, contract to sell, or otherwise dispose of, any Shares or securities convertible into or exercisable or exchangeable for
Shares with respect to which OPI VI or OIP II has or acquires the power of disposition or (2) enter into any swap or other agreement
that transfers, in whole or in part, the economic risk of ownership of any such Shares.
After the Lock-Up Period expires, the Reporting
Persons’ Shares will be eligible for sale in the public market, subject to any applicable limitations under Rule 144 under
the Securities Act, and other applicable U.S. securities laws.
The foregoing description of the Lock-Up Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which
is filed as Exhibit 3 and incorporated herein by reference.
Other than as described
in this Amendment No. 1, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., and OrbiMed Capital GP VI LLC.
|
2.
|
Investors’ Rights Agreement by and among the Issuer and each of the persons listed on the signature page thereto, dated as of September 17, 2019 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC 333-234174)).
|
3.
|
Form of Lock-Up Agreement.
|
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: July 10, 2020
|
ORBIMED ADVISORS LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
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Name: Carl L. Gordon
|
|
|
|
Title: Member
|
|
|
|
|
|
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ORBIMED ADVISORS ISRAEL II LIMITED
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Director
|
|
|
|
|
|
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ORBIMED ISRAEL GP II, L.P.
|
|
|
|
|
|
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By:
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ORBIMED ADVISORS ISRAEL II LIMITED, its general partner
|
|
|
|
|
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By:
|
/s/ Carl L. Gordon
|
|
|
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Name: Carl L. Gordon
|
|
|
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Title: Director of OrbiMed Advisors
Israel II Limited
|
|
|
|
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ORBIMED CAPITAL GP VI LLC
|
|
|
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|
|
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By:
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ORBIMED ADVISORS LLC, its managing member
|
|
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|
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By:
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/s/ Carl L. Gordon
|
|
|
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Carl L. Gordon
|
|
|
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Member of OrbiMed Advisors LLC
|
|
SCHEDULE I
The
names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below.
Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th
Floor, New York, NY 10022.
Name
|
Position with Reporting Person
|
Principal Occupation
|
|
|
|
|
|
|
Carl L. Gordon
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Sven H. Borho
German and Swedish Citizen
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Jonathan T. Silverstein
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
W. Carter Neild
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Geoffrey C. Hsu
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
C. Scotland Stevens
|
Member
|
Member
ObiMed Advisors LLC
|
David P. Bonita
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Trey Block
|
Chief Financial Officer
|
Chief Financial Officer
OrbiMed Advisors LLC
|
SCHEDULE II
The names
and present principal occupations of each of the executive officers and directors of OrbiMed Advisors Israel II Limited are set
forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 89 Medinat
Hayehudim St., building E, Herzliya 4614001 Israel.
Name
|
Position with Reporting Person
|
Principal Occupation
|
|
|
|
Carl L. Gordon
|
Director
|
Director
OrbiMed Advisors Israel II Limited
|
|
|
|
Jonathan T. Silverstein
|
Director
|
Director
OrbiMed Advisors Israel II Limited
|
|
|
|
Nissim Darvish
Israeli Citizen
|
Director
|
Director
OrbiMed Advisors Israel II Limited
|
|
|
|
Anat Naschitz
Israeli Citizen
|
Director
|
Director
OrbiMed Advisors Israel II Limited
|
|
|
|
Erez Chimovits
Israeli Citizen
|
Director
|
Director
OrbiMed Advisors Israel II Limited
|
SCHEDULE III
The business
and operations of OrbiMed Israel GP II, L.P. are managed by the executive officers and directors of its general partner, OrbiMed
Advisors Israel II Limited, set forth on Schedule II attached hereto.
SCHEDULE IV
The business
and operations of OrbiMed Capital GP VI LLC are managed by the executive officers and directors of its managing member, OrbiMed
Advisors LLC, set forth in Schedule I attached hereto.
EXHIBIT INDEX
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., and OrbiMed Capital GP VI LLC.
|
2.
|
Investors’ Rights Agreement by and among the Issuer and each of the persons listed on the signature page thereto, dated as of September 17, 2019 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC 333-234174)).
|
3.
|
Form of Lock-Up Agreement.
|