Frazier Life Sciences discloses Maze Therapeutics (MAZE) 9% ownership and warrants cap
Maze Therapeutics, Inc. received an updated Schedule 13G/A from a group of Frazier Life Sciences investment vehicles reporting significant ownership of its common stock. Frazier Life Sciences Public Fund, L.P. directly holds 4,342,266 shares of common stock, representing 9.0% of the class, based on 48,119,444 shares outstanding as of November 3, 2025.
Additional Frazier funds report smaller positions: Frazier Life Sciences X, L.P. holds 75,982 shares (0.2%) and Frazier Life Sciences XI, L.P. holds 149,026 shares (0.3%). Several affiliated Frazier Life Sciences XII entities report no common shares.
The filing notes that these figures exclude prefunded warrants. FLSPF holds warrants to purchase 1,702,935 shares, FLS X 54,280 shares, FLS XI 144,532 shares, and FLS XII 252,231 shares, each subject to a 9.99% beneficial ownership limitation that prevents any holder from exceeding that ownership threshold upon exercise. The reporting group certifies that the securities are not held for the purpose of changing or influencing control of Maze Therapeutics.
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FAQ
What ownership stake does Frazier Life Sciences report in Maze Therapeutics (MAZE)?
Frazier Life Sciences Public Fund, L.P. reports owning 4,342,266 shares of Maze Therapeutics common stock, representing 9.0% of the outstanding shares. This percentage is based on 48,119,444 shares outstanding as of November 3, 2025, cited from Maze’s Form 10-Q.
Which Frazier Life Sciences entities hold Maze Therapeutics shares and in what amounts?
Frazier Life Sciences Public Fund, L.P. holds 4,342,266 shares. Frazier Life Sciences X, L.P. holds 75,982 shares (0.2%), and Frazier Life Sciences XI, L.P. holds 149,026 shares (0.3%). Affiliated Frazier Life Sciences XII entities report 0 shares of Maze Therapeutics common stock.
How were Frazier Life Sciences’ percentage holdings in Maze Therapeutics calculated?
Each percentage is calculated using 48,119,444 Maze Therapeutics common shares outstanding as of November 3, 2025, as disclosed in the company’s Form 10-Q. For example, 4,342,266 shares held by Frazier Life Sciences Public Fund, L.P. represent 9.0% of the class on that basis.
What prefunded warrant positions related to Maze Therapeutics does Frazier Life Sciences report?
The filing states that common share totals exclude prefunded warrants. FLSPF holds warrants for 1,702,935 shares, FLS X for 54,280 shares, FLS XI for 144,532 shares, and FLS XII for 252,231 shares, each exercisable into Maze Therapeutics common stock subject to ownership limits.
What is the 9.99% beneficial ownership limitation on Maze Therapeutics warrants?
Each prefunded warrant held by the Frazier funds cannot be exercised if, after exercise, the holder and its affiliates would own more than 9.99% of Maze’s outstanding common stock. This cap is designed to restrict ownership concentration after warrant exercises.
Are Frazier Life Sciences’ Maze Therapeutics holdings intended to influence control of the company?
The reporting group certifies the securities were not acquired and are not held for the purpose of changing or influencing control of Maze Therapeutics. They also state the holdings are not part of any transaction aimed at achieving such control, except for limited nomination-related activities.
Who are the individual reporting persons in the Maze Therapeutics Schedule 13G/A?
The Schedule 13G/A identifies James N. Topper and Patrick J. Heron as individual reporting persons. They share voting and investment power over 75,982 shares of Maze Therapeutics common stock held by Frazier Life Sciences X, L.P., according to the ownership description.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 4)
|
Maze Therapeutics, Inc. (Name of Issuer) |
Common Stock - par value $0.001 per share (Title of Class of Securities) |
578784100 (CUSIP Number) |
12/31/2025 (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) |
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,342,266.00 | ||||||||
| 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)
9.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,342,266.00 | ||||||||
| 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)
9.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,342,266.00 | ||||||||
| 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)
9.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,982.00 | ||||||||
| 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 amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,982.00 | ||||||||
| 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 amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,982.00 | ||||||||
| 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 amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
149,026.00 | ||||||||
| 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)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
149,026.00 | ||||||||
| 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)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
149,026.00 | ||||||||
| 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)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,982.00 | ||||||||
| 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)
IN |
Comment for Type of Reporting Person: The shares listed in rows 6, 8 and 9 consist of 75,982 shares of Common Stock held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 578784100 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,982.00 | ||||||||
| 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)
IN |
Comment for Type of Reporting Person: The shares listed in rows 6, 8 and 9 consist of 75,982 shares of Common Stock held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on 48,119,444 shares of Common Stock outstanding on November 3, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Maze Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
171 Oyster Point Blvd., Suite 300, 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" and together with Topper, the "Members") | |
| (b) | Address or principal business office or, if none, residence:
The address and principal business office of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite B
Palo Alto, CA 94304 | |
| (c) | Citizenship:
The information contained in row 4 of each Reporting Person's cover page to this Statement is incorporated by reference. | |
| (d) | Title of class of securities:
Common Stock - par value $0.001 per share | |
| (e) | CUSIP No.:
578784100 | |
| 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 4,342,266 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 75,982 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 149,026 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 0 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.
The above referenced beneficial ownership and amounts reflected on the cover pages hereto do not include certain prefunded warrants to acquire shares of Common Stock (the "Warrants"), the exercise of which is subject to certain beneficial ownership limitations. In this regard, (i) FLSPF holds Warrants to purchase 1,702,935 shares of Common Stock, (ii) FLS X holds Warrants to purchase 54,280 shares of Common Stock, (iii) FLS XI holds Warrants to purchase 144,532 shares of Common Stock, and (iv) FLS XII holds Warrants to purchase 252,231 shares of Common Stock, each of which cannot be exercised, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder of such Warrant (together with its affiliates or any other persons acting as a group together with such holder) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
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
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |