Frazier Life Sciences entities report beneficial ownership stakes in VALNEVA ordinary shares represented by American Depositary Shares.
Frazier Life Sciences Public Fund, L.P. (FLSPF) holds 3,623,582 Ordinary Shares (including ADS conversion). Frazier Life Sciences X, L.P. holds 115,500 Ordinary Shares; Frazier Life Sciences XI, L.P. holds 307,542 Ordinary Shares; Frazier Life Sciences XII, L.P. holds 536,708 Ordinary Shares. The filing cites 189,771,237 Ordinary Shares outstanding as of May 5, 2026. The reporting persons note prefunded warrants to acquire Ordinary Shares that are subject to a 9.99% beneficial ownership limitation.
Positive
None.
Negative
None.
Insights
Frazier reports passive ownership across multiple funds, with shared voting/dispositive power.
Frazier Life Sciences-affiliated entities disclose shared voting and dispositive power over specified share blocks: FLSPF's positions and the smaller fund holdings are listed with percentage stakes versus the May 5, 2026 outstanding base. The filing attributes holdings to specific limited partnerships and their general partners.
Key dependencies include the 9.99% exercise cap on warrants and committee-managed entities where voting power is exercised by an investment committee; subsequent filings may clarify exercises or group status if any changes occur.
Schedule 13G used for passive disclosure; warrants include exercise limits tied to ownership caps.
The statement is presented as a joint filing by multiple affiliated entities and individuals, incorporating cover-page rows for voting, dispositive power, and percent of class calculations based on the issuer's disclosed outstanding share count. The filing expressly reserves that it should not be construed as an admission of beneficial ownership under Sections 13(d)/(g).
Material legal qualifiers include the 9.99% beneficial ownership limitation on warrants; monitor future amendments if any exercises, conversions or changes in group status are reported.
Key Figures
FLSPF holdings:3,623,582 Ordinary SharesFLS X holdings:115,500 Ordinary SharesFLS XI holdings:307,542 Ordinary Shares+3 more
6 metrics
FLSPF holdings3,623,582 Ordinary SharesFLSPF direct holdings including ADS conversion
FLS X holdings115,500 Ordinary SharesFrazier Life Sciences X, L.P. direct holdings (ADS conversion)
FLS XI holdings307,542 Ordinary SharesFrazier Life Sciences XI, L.P. direct holdings including ADS conversion
FLS XII holdings536,708 Ordinary SharesFrazier Life Sciences XII, L.P. direct holdings including ADS conversion
Shares outstanding used189,771,237 Ordinary SharesOutstanding share base as of <date>May 5, 2026</date>
Warrant ownership cap9.99%Beneficial ownership limitation on warrant exercises
Key Terms
American Depositary Shares, prefunded warrants, beneficial ownership limitation
3 terms
American Depositary Sharesfinancial
"Ordinary Shares, nominal value EURO0.15 per share, represented by American Depositary Shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
prefunded warrantsfinancial
"The above referenced beneficial ownership and amounts reflected on the cover pages hereto do not include certain prefunded warrants to acquire Ordinary Shares"
Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.
beneficial ownership limitationregulatory
"each of which cannot be exercised ... would exceed 9.99% of the number of Ordinary Shares outstanding"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VALNEVA SE
(Name of Issuer)
Ordinary Shares, nominal value EURO0.15 per share, represented by American Depository Shares
(Title of Class of Securities)
92025Y103
(CUSIP Number)
05/05/2026
(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):
92025Y103
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
6,879,516.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,879,516.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,879,516.00
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)
3.6 %
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.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
6,879,516.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,879,516.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,879,516.00
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)
3.6 %
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.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
6,879,516.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,879,516.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,879,516.00
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)
3.6 %
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.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
115,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
115,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
115,500.00
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)
0.1 %
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.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
115,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
115,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
115,500.00
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)
0.1 %
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.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
115,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
115,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
115,500.00
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)
0.1 %
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.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
337,989.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
337,989.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,989.00
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 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 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
337,989.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
337,989.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,989.00
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 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 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
337,989.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
337,989.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,989.00
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 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 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
918,572.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
918,572.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
918,572.00
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 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.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
918,572.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
918,572.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
918,572.00
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 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.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
918,572.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
918,572.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
918,572.00
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 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.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
115,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
115,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
115,500.00
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)
0.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 consists of the securities held directly by Frazier Life Sciences X, L.P. and do not include any warrants. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
92025Y103
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
115,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
115,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
115,500.00
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)
0.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 consists of the securities held directly by Frazier Life Sciences X, L.P. and do not include any warrants. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 189,771,237 Ordinary Shares outstanding of the Issuer as of May 5, 2026, as set forth in the Issuer's press release issued on April 30, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
VALNEVA SE
(b)
Address of issuer's principal executive offices:
IIot Saint Joseph Bureaux Convergence, 12T Quai Perrache, Lyon, I0, 69002.
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 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 this Schedule 13G is incorporated by reference.
(d)
Title of class of securities:
Ordinary Shares, nominal value EURO0.15 per share, represented by American Depository Shares
(e)
CUSIP Number(s):
92025Y103
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 this Schedule 13G (including the footnotes thereto) is incorporated by reference.
FLSPF directly holds 3,255,934 Ordinary Shares of the Issuer and 1,811,791 American Depositary Shares, which represents 3,623,582 Ordinary Shares of the Issuer. 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 57,750 American Depositary Shares, which represents 115,500 Ordinary Shares of the Issuer. 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 securities directly held by FLS X.
FLS XI directly holds 30,447 Ordinary Shares of the Issuer and 153,771 American Depositary Shares, which represents 307,542 Ordinary Shares of the Issuer. 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 381,864 Ordinary Shares of the Issuer and 268,354 American Depositary Shares, which represents 536,708 Ordinary Shares of the Issuer. 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 Ordinary Shares of the Issuer (the "Warrants"), the exercise of which is subject to certain beneficial ownership limitations. In this regard, (i) FLSPF holds Warrants to purchase 3,255,934 Ordinary Shares, (ii) FLS XI holds Warrants to purchase 30,447 Ordinary Shares, and (iv) FLS XII holds Warrants to purchase 381,864 Ordinary Shares, each of which cannot be exercised, if, upon giving effect to such exercise, the aggregate number of Ordinary Shares 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 Ordinary Shares 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
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, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:
05/12/2026
FHMLSP, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:
05/12/2026
FHMLSP, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C.
Date:
05/12/2026
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:
05/12/2026
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:
05/12/2026
FHMLS X, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C.
Date:
05/12/2026
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:
05/12/2026
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:
05/12/2026
FHMLS XI, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C.
Date:
05/12/2026
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:
05/12/2026
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:
05/12/2026
FHMLS XII, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C.
Date:
05/12/2026
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:
05/12/2026
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
Frazier reports specific holdings: FLSPF 3,623,582 Ordinary Shares (including ADS conversion). Other affiliated funds report 115,500, 307,542, and 536,708 Ordinary Shares respectively, per the filing.
What outstanding share base does the filing use for VALN percentages?
The filing calculates percentages using 189,771,237 Ordinary Shares outstanding as of May 5, 2026, citing the issuer's April 30, 2026 press release as the source for that figure.
Are there warrants included in Frazier's holdings in VALN?
Yes. The filing discloses prefunded warrants held by certain funds that are described separately and are subject to exercise limits tied to beneficial ownership thresholds.
What limitation applies to exercising the warrants Frazier holds?
Each warrant cannot be exercised to the extent that, after exercise, the holder and its affiliates would own more than 9.99% of Ordinary Shares outstanding, per the filing's stated beneficial ownership limitation.
Does the filing claim Frazier is in a Section 13(d) group for VALN?
No. The filing states that, except as specifically noted, it should not be construed as an admission that any Reporting Person is the beneficial owner under Sections 13(d) or 13(g) or a member of a group with any other person.
