Frazier-affiliated investors report shared ownership stakes in Allogene Therapeutics common stock. Frazier Life Sciences Public Fund, L.P. holds 16,205,306 shares (4.7%). Related Frazier funds hold additional positions: 306,906 shares (0.1%), 722,956 shares (0.2%), and 1,561,500 shares (0.5%) in separate partnerships. The percent calculations reference 243,777,920 shares outstanding as of March 10, 2026 and incorporate 100,200,000 shares sold by the issuer on April 16, 2026.
Positive
None.
Negative
None.
Insights
Frazier reports passive shared ownership across multiple funds, with one holding about 4.7%.
Frazier Life Sciences Public Fund, L.P. is reported as holding 16,205,306 shares (4.7%), with several affiliated funds holding smaller positions. The filing attributes shared voting and dispositive power to the listed entities and explains calculation methodology using the issuer's outstanding share counts and a recent prospectus sale.
Cash‑flow treatment and any sale intentions are not stated in the excerpt; subsequent filings would show changes in position or plans.
Key Figures
Shares outstanding used:243,777,920 sharesIssuer sale referenced:100,200,000 sharesFLSPF holdings:16,205,306 shares+3 more
6 metrics
Shares outstanding used243,777,920 sharesas of March 10, 2026
Issuer sale referenced100,200,000 sharessold by issuer on April 16, 2026
FLSPF holdings16,205,306 sharesreported by Frazier Life Sciences Public Fund, L.P.
FLS X holdings306,906 sharesreported by Frazier Life Sciences X, L.P.
FLS XI holdings722,956 sharesreported by Frazier Life Sciences XI, L.P.
FLS XII holdings1,561,500 sharesreported by Frazier Life Sciences XII, L.P.
Key Terms
Schedule 13G, beneficially owned, shared voting power, dispositive power
4 terms
Schedule 13Gregulatory
"collectively, the "Reporting Persons" are: Frazier Life Sciences Public Fund, L.P."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficially ownedfinancial
"Amount beneficially owned: The information contained in row 9"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerregulatory
"Shared Voting Power 16,205,306.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Shared Dispositive Power 16,205,306.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Allogene Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
019770106
(CUSIP Number)
04/16/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
Frazier Life Sciences Public Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
16,205,306.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,205,306.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,205,306.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
FHMLSP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
16,205,306.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,205,306.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,205,306.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
FHMLSP, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
16,205,306.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,205,306.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,205,306.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
Frazier Life Sciences X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
306,906.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
306,906.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,906.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
FHMLS X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
306,906.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
306,906.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,906.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
FHMLS X, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
306,906.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
306,906.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,906.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
Frazier Life Sciences XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
722,956.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
722,956.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
722,956.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
FHMLS XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
722,956.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
722,956.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
722,956.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
FHMLS XI, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
722,956.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
722,956.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
722,956.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
Frazier Life Sciences XII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
1,561,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,561,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,561,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
FHMLS XII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
1,561,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,561,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,561,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
FHMLS XII, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
1,561,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,561,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,561,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
James N. Topper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
306,906.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
306,906.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,906.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
019770106
1
Names of Reporting Persons
Patrick J. Heron
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(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
0.00
6
Shared Voting Power
306,906.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
306,906.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,906.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on the sum of (i) 243,777,920 shares of Common Stock outstanding on March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 12, 2026, and (ii) 100,200,000 shares of Common Stock sold by the Issuer on April 16, 2026, as set forth in the Issuer's Prospectus Supplement dated April 14, 2026 filed with the SEC on April 15, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Allogene Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
210 East Grand Avenue, South San Francisco, CA, 94080.
Item 2.
(a)
Name of person filing:
The entities and persons filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P.
FHMLSP, L.L.C.
Frazier Life Sciences X, L.P. ("FLS X")
FHMLS X, L.P.
FHMLS X, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
Frazier Life Sciences XII, L.P. ("FLS XII")
FHMLS XII, L.P.
FHMLS XII, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron")
(b)
Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite 200B
Palo Alto, CA 94304
(c)
Citizenship:
The information contained in row 4 of each Reporting Person's cover page to this Schedule 13G is incorporated by reference.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP Number(s):
019770106
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained in row 9 of each Reporting Person's cover page to this Statement (including the footnotes thereto) is incorporated by reference.
FLSPF directly holds 16,205,306 shares of Common Stock. FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF.
FLS X directly holds 306,906 shares of Common Stock. FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares of Common Stock held by FLS X.
FLS XI directly holds 722,956 shares of Common Stock. FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI.
FLS XII directly holds 1,561,500 shares of Common Stock. FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII.
Except as specifically stated herein, the filing of this Statement shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Statement or a member of a "group" with any other person.
(b)
Percent of class:
The information contained in row 11 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained in row 5 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
The information contained in row 6 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained in row 7 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained in row 8 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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 that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Frazier Life Sciences Public Fund, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:
04/23/2026
FHMLSP, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:
04/23/2026
FHMLSP, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C.
Date:
04/23/2026
Frazier Life Sciences X, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:
04/23/2026
FHMLS X, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:
04/23/2026
FHMLS X, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C.
Date:
04/23/2026
Frazier Life Sciences XI, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:
04/23/2026
FHMLS XI, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:
04/23/2026
FHMLS XI, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C.
Date:
04/23/2026
Frazier Life Sciences XII, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:
04/23/2026
FHMLS XII, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:
04/23/2026
FHMLS XII, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C.
Date:
04/23/2026
James N. Topper
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on January 27, 2026
Date:
04/23/2026
Patrick J. Heron
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, Attorney-in-Fact for Patrick Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on January 27, 2026
