[SCHEDULE 13G/A] Mereo BioPharma Group plc American SEC Filing
Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A
Rhea-AI Filing Summary
Frazier Life Sciences entities report passive holdings in Mereo BioPharma (MREO), detailing share counts, ADS equivalents and ownership percentages. The filing shows Frazier Life Sciences Public Fund, L.P. directly holds 32,430,690 Ordinary Shares, represented by 6,486,138 American Depositary Shares, equal to 4.1% of the issuer's 795,001,444 outstanding Ordinary Shares used for the percentage calculation. Additional Frazier entities hold 8,941,155 Ordinary Shares (1.1%, 1,788,231 ADS), 4,065,485 Ordinary Shares (0.5%, 813,097 ADS) and 1,763,230 Ordinary Shares (0.2%, 352,646 ADS). Voting and dispositive power over these holdings is reported as shared, with no sole voting or dispositive power asserted by the listed reporting persons. The statement corrects prior attributions by clarifying that committee members of certain general partners are not attributed beneficial ownership of the shares held by the funds. The filing also includes a certification that the securities were not acquired to influence control of the issuer and disclaims that the reporting persons are necessarily members of a group or beneficial owners beyond what is expressly stated.
Positive
None.
Negative
None.
Insights
TL;DR: Passive fund disclosures show modest, shared positions in MREO without sole control, correcting earlier attribution errors.
The Schedule 13G/A provides transparent holdings by multiple Frazier-managed funds, with the largest position equal to 4.1% of outstanding ordinary shares as calculated by the filer. All holdings are reported with shared voting and dispositive power, and the filing explicitly corrects prior overstatements by removing attributions to investment committee members. For investors, this is a factual ownership update rather than a change in control signal: holdings remain below typical 5% thresholds that often attract additional scrutiny and the reporting persons affirm the securities were not acquired to influence control. Impact assessment: limited market-moving effect given sizes and passive classification.
TL;DR: Clarification of beneficial ownership and committee attribution improves governance transparency but shows no control intent.
The amendment clarifies governance attribution by stating that members of several investment committees are not to be treated as beneficial owners of the funds' holdings, correcting previous disclosures. The filing reiterates that the reporting persons do not claim group status and certifies the securities were not acquired to change or influence issuer control. From a governance perspective, this reduces ambiguity about who holds voting power and aligns public records with internal governance processes; it does not, however, indicate activist intent or operational influence.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Mereo BioPharma Group plc
(Name of Issuer)
Ordinary Shares, nominal value EURO0.003 per share, represented by American Depository Shares
(Title of Class of Securities)
589492107
(CUSIP Number)
06/30/2025
(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.
589492107
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
32,430,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
32,430,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,430,690.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The shares listed in rows 6, 8 and 9 consist of 32,430,690 Ordinary Shares of the Issuer, represented by 6,486,138 American Depositary Shares held directly by Frazier Life Sciences Public Fund, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
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
32,430,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
32,430,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,430,690.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The shares listed in rows 6, 8 and 9 consist of 32,430,690 Ordinary Shares of the Issuer, represented by 6,486,138 American Depositary Shares held directly by Frazier Life Sciences Public Fund, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
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
32,430,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
32,430,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,430,690.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The shares listed in rows 6, 8 and 9 consist of 32,430,690 Ordinary Shares of the Issuer, represented by 6,486,138 American Depositary Shares held directly by Frazier Life Sciences Public Fund, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
Frazier Life Sciences Public Overage 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
8,941,155.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,941,155.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,941,155.00
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)
1.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The shares listed in rows 6, 8 and 9 consist of 8,941,155 Ordinary Shares of the Issuer, represented by 1,788,231 American Depositary Shares held directly by Frazier Life Sciences Public Overage Fund, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
FHMLSP Overage, 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
8,941,155.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,941,155.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,941,155.00
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)
1.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The shares listed in rows 6, 8 and 9 consist of 8,941,155 Ordinary Shares of the Issuer, represented by 1,788,231 American Depositary Shares held directly by Frazier Life Sciences Public Overage Fund, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
FHMLSP Overage, 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
8,941,155.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,941,155.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,941,155.00
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)
1.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The shares listed in rows 6, 8 and 9 consist of 8,941,155 Ordinary Shares of the Issuer, represented by 1,788,231 American Depositary Shares held directly by Frazier Life Sciences Public Overage Fund, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
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
1,763,230.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,763,230.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,763,230.00
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 shares listed in rows 6, 8 and 9 consist of 1,763,230 Ordinary Shares of the Issuer, represented by 352,646 American Depositary Shares held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
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
1,763,230.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,763,230.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,763,230.00
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 shares listed in rows 6, 8 and 9 consist of 1,763,230 Ordinary Shares of the Issuer, represented by 352,646 American Depositary Shares held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
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
1,763,230.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,763,230.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,763,230.00
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 shares listed in rows 6, 8 and 9 consist of 1,763,230 Ordinary Shares of the Issuer, represented by 352,646 American Depositary Shares held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
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
4,065,485.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,065,485.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,065,485.00
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 shares listed in rows 6, 8 and 9 consist of 4,065,485 Ordinary Shares of the Issuer, represented by 813,097 American Depositary Shares held directly by Frazier Life Sciences XI, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
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
4,065,485.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,065,485.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,065,485.00
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 shares listed in rows 6, 8 and 9 consist of 4,065,485 Ordinary Shares of the Issuer, represented by 813,097 American Depositary Shares held directly by Frazier Life Sciences XI, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
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
4,065,485.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,065,485.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,065,485.00
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 shares listed in rows 6, 8 and 9 consist of 4,065,485 Ordinary Shares of the Issuer, represented by 813,097 American Depositary Shares held directly by Frazier Life Sciences XI, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
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
1,763,230.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,763,230.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,763,230.00
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 1,763,230 Ordinary Shares of the Issuer, represented by 352,646 American Depositary Shares held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
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
1,763,230.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,763,230.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,763,230.00
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 1,763,230 Ordinary Shares of the Issuer, represented by 352,646 American Depositary Shares held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on 795,001,444 Ordinary Shares outstanding on May 12, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
Albert Cha
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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)
IN
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
James Brush
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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)
IN
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
Daniel Estes
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Mereo BioPharma Group plc
(b)
Address of issuer's principal executive offices:
4th Floor, One Cavendish Place, London, X0, W1G 0QF.
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 Public Overage Fund, L.P. ("FLSPOF")
FHMLSP Overage, L.P.
FHMLSP Overage, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
Frazier Life Sciences X, L.P. ("FLS X")
FHMLS X, L.P.
FHMLS X, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron")
Albert Cha ("Cha")
James Brush ("Brush")
Daniel Estes ("Estes" and together with Topper, Heron, Cha and Brush, 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:
Ordinary Shares, nominal value EURO0.003 per share, represented by American Depository Shares
(e)
CUSIP No.:
589492107
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 32,430,690 Ordinary Shares of the Issuer, represented by 6,486,138 American Depositary Shares. 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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
FLSPOF directly holds 8,941,155 Ordinary Shares of the Issuer, represented by 1,788,231 American Depositary Shares. FHMLSP Overage, L.P. is the general partner of FLSPOF and the general partner of FHMLSP Overage, L.P. is FHMLSP Overage, 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 FLSPOF, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
FLS X directly holds 1,763,230 Ordinary Shares of the Issuer, represented by 352,646 American Depositary Shares. 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 4,065,485 Ordinary Shares of the Issuer, represented by 813,097 American Depositary Shares. 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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
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.
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/ 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:
08/14/2025
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:
08/14/2025
FHMLSP, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C.
Date:
08/14/2025
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:
08/14/2025
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:
08/14/2025
FHMLSP Overage, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C.
Date:
08/14/2025
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:
08/14/2025
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:
08/14/2025
FHMLS X, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C.
Date:
08/14/2025
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:
08/14/2025
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:
08/14/2025
FHMLS XI, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C.
Date:
08/14/2025
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:
08/14/2025
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:
08/14/2025
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:
08/14/2025
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:
08/14/2025
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:
08/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of April 4, 2025, incorporated by reference into this Statement.
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