SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Seres Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
81750R 10 2
(CUSIP Number)
Noubar B. Afeyan, Ph.D.
Flagship Pioneering
55 Cambridge Parkway, Suite 800E
Cambridge, MA 02142
(617) 868-1888
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 5, 2022
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (1) |
Name of Reporting Persons:
Flagship VentureLabs IV, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
2,734,994 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
2,734,994 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,734,994 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
2.2% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
| (1) |
Name of Reporting Persons:
Flagship Ventures Fund IV, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,169,594 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,169,594 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
7,169,594 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
5.8% | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
3
| (1) |
Name of Reporting Persons:
Flagship Ventures Fund IV-Rx, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
1,283,282 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
1,283,282 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,283,282 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
1.0% | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
4
| (1) |
Name of Reporting Persons:
Flagship Ventures Fund IV General Partner LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
8,452,876 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
8,452,876 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
8,452,876 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
6.8% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
5
| (1) |
Name of Reporting Persons:
Nutritional Health LTP Fund, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
5,875,711 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
5,875,711 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,875,711 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.7% | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
6
| (1) |
Name of Reporting Persons:
Nutritional Health LTP Fund General Partner LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
5,875,711 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
5,875,711 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,875,711 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.7% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
7
| (1) |
Name of Reporting Persons:
Flagship Pioneering Fund VI, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
2,962,963 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
2,962,963 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,962,963 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
2.4% | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
8
| (1) |
Name of Reporting Persons:
Flagship Pioneering Fund VI General Partner LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
2,962,963 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
2,962,963 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,962,963 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
2.4% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
9
| (1) |
Name of Reporting Persons:
Flagship Pioneering Fund VII, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
5,825,495 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
5,825,495 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,825,495 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.7% | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
10
| (1) |
Name of Reporting Persons:
Flagship Pioneering Fund VII General Partner LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
5,825,495 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
5,825,495 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,825,495 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.7% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
11
| (1) |
Name of Reporting Persons:
Flagship Pioneering, Inc. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
8,788,458 | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
8,788,458 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
8,788,458 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
7.1% | |||||
| (14) | Type of Reporting Person (See Instructions):
CO | |||||
12
| (1) |
Name of Reporting Persons:
Noubar B. Afeyan, Ph.D. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
376,018 | ||||
| (8) | Shared Voting Power
23,117,045 | |||||
| (9) | Sole Dispositive Power
376,018 | |||||
| (10) | Shared Dispositive Power
23,117,045 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
23,493,063 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
18.9% | |||||
| (14) | Type of Reporting Person (See Instructions):
IN | |||||
13
EXPLANATORY NOTE
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed by the Reporting Persons (as defined below) on June 28, 2019, as amended, with respect to the shares of common stock, $0.001 par value per share (“Common Stock”), of Seres Therapeutics, Inc. (the “Company” or the “Issuer”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.
| ITEM 2. | IDENTITY AND BACKGROUND |
Item 2 of the Schedule 13D is hereby amended and restated as follows:
This Schedule 13D is being filed by the following persons (each a “Reporting Person”):
| i. | Flagship VentureLabs IV, LLC, a Delaware limited liability company (“VentureLabs IV”). The manager of VentureLabs IV is Flagship Ventures Fund IV, L.P., a Delaware limited partnership (“Flagship Fund IV”). |
| ii. | Flagship Fund IV. The general partner of Flagship Fund IV is Flagship Ventures Fund IV General Partner LLC, a Delaware limited liability company (“Flagship Fund IV GP”). |
| iii. | Flagship Ventures Fund IV-Rx, L.P., a Delaware limited partnership (“Flagship Fund IV-Rx” and together with VentureLabs IV and Flagship Fund IV, the “Flagship IV Funds”).The general partner of Flagship Fund IV-Rx is Flagship Fund IV GP. |
| iv. | Flagship Fund IV GP. Noubar B. Afeyan, Ph.D. (“Dr. Afeyan”) is the sole manager of Flagship IV GP. |
| v. | Nutritional Health LTP Fund, L.P., a Delaware limited partnership (“Nutritional LTP”). The general partner of Nutritional LTP is Nutritional Health LTP General Partner LLC, a Delaware limited liability company (“Nutritional LTP GP”). |
| vi. | Nutritional LTP GP. Dr. Afeyan is the sole member and manager of Nutritional LTP GP. |
| vii. | Flagship Pioneering Fund VI, L.P., a Delaware limited partnership (“Flagship Fund VI”).The general partner of Flagship Fund VI is Flagship Pioneering Fund VI General Partner LLC, a Delaware limited liability company (“Flagship Fund VI GP”). |
| viii. | Flagship Fund VI GP. The manager of Flagship Fund VI GP is Flagship Pioneering, Inc., a Delaware corporation (“Flagship Pioneering”). |
| ix. | Flagship Pioneering Fund VII, L.P., a Delaware limited partnership (“Flagship Fund VII” and together with the Flagship IV Funds, Nutritional LTP and Flagship Fund VI, the “Flagship Funds”). The general partner of Flagship Fund VII is Flagship Pioneering Fund VII General Partner LLC, a Delaware limited liability company (“Flagship Fund VII GP”). |
| x. | Flagship Fund VII GP. The manager of Flagship Fund VII GP is Flagship Pioneering. |
| xi. | Flagship Pioneering. Dr. Afeyan is the CEO, sole shareholder and director of Flagship Pioneering. |
| xii. | Dr. Afeyan, a citizen of the United States of America. |
The principal business of each Reporting Person is the venture capital investment business. The principal business address of each Reporting Person is 55 Cambridge Parkway, Suite 800E, Cambridge, Massachusetts 02142.
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
14
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 is hereby amended to include the following:
On July 5, 2022, Nutritional LTP and Flagship Fund VII purchased 2,912,748 shares and 5,825,495 shares, respectively, of the Issuer’s Common Stock in a registered direct offering (the “July 2022 Offering”) at a price per share of $3.15.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5(a)-(c) is hereby amended and restated as follows:
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 124,008,086 outstanding shares of Common Stock following the July 2022 Offering, as disclosed in the Issuer’s Form 424(b)(5) prospectus supplement filed with the Securities and Exchange Commission on June 30, 2022.
VentureLabs IV, Flagship Fund IV and Flagship Fund IV-Rx directly hold 2,734,994 shares, 4,434,600 shares, and 1,283,282 shares of Common Stock, respectively. Flagship Fund IV, as the manager of VentureLabs IV, may be deemed to beneficially own the shares directly held by VentureLabs IV. Flagship Fund IV GP, as the general partner of the Flagship Fund IV Funds, may be deemed to beneficially own the shares directly held by the Flagship Fund IV Funds.
Nutritional LTP directly holds 5,875,711 shares of Common Stock. Nutritional LTP GP, as the general partner of Nutritional LTP, may be deemed to beneficially own the shares directly held by Nutritional LTP.
Flagship Fund VI directly holds 2,962,963 shares of Common Stock. Flagship Fund VI GP, as the general partner of Flagship Fund VI, may be deemed to beneficially own the shares directly held by Flagship Fund VI.
Flagship Fund VII directly holds 5,825,495 shares of Common Stock. Flagship Fund VII GP, as the general partner of Flagship Fund VII, may be deemed to beneficially own the shares directly held by Flagship Fund VII.
Flagship Pioneering, as the manager of each of Flagship Fund VI GP and Flagship Fund VII GP, may be deemed to beneficially own the shares held directly by Flagship Fund VI and Flagship Fund VII.
Dr. Afeyan, as the sole manager of each of Flagship Fund IV GP and Nutritional LTP GP and as CEO, sole shareholder and director of Flagship Pioneering, may be deemed to beneficially own the shares directly held by each of the Flagship IV Funds, Nutritional LTP, Flagship Fund VI and Flagship Fund VII. Dr. Afeyan also holds 363,165 shares of Common Stock directly, in addition to 12,853 shares of Common Stock held by a trust for the benefit of Dr. Afeyan’s children.
(c) On July 5, 2022, Nutritional LTP and Flagship Fund VII purchased 2,912,748 shares and 5,825,495 shares, respectively, of the Issuer’s Common Stock in connection with the Issuer’s July 2022 Offering. The purchase price was $3.15 per share.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 is hereby amended to include the following:
In connection with the July 2022 Offering, the Issuer entered into a Securities Purchase Agreement (the “Non-Affiliate Purchase Agreement”) with certain institutional accredited investors named therein, including certain of the Reporting Persons. Pursuant to the Non-Affiliate Purchase Agreement, the Issuer agreed to issue and sell an aggregate of 31,238,094 shares of Common Stock at a purchase price of $3.15 per share pursuant to an effective shelf registration statement on Form S-3, as amended (File No. 333-244401) and a related prospectus supplement filed with the Securities and Exchange Commission.
15
The Non-Affiliate Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchasers, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions.
The foregoing description of the Non-Affiliate Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Non-Affiliate Purchase Agreement, a copy of which is filed as Exhibit 99.2 and is incorporated by reference herein.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit 99.1 | Joint Filing Agreement (filed herewith). | |
| Exhibit 99.2 | Non-Affiliate Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 30, 2022). | |
16
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: July 7, 2022
| FLAGSHIP VENTURELABS IV, LLC | ||
| By: | Flagship Ventures Fund IV, L.P. | |
| By: | Flagship Ventures Fund IV General Partner LLC | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
| FLAGSHIP VENTURES FUND IV, L.P. | ||
| By: | Flagship Ventures Fund IV General Partner LLC | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
| FLAGSHIP VENTURES FUND IV-Rx, L.P. | ||
| By: | Flagship Ventures Fund IV General Partner LLC | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
| FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC | ||
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
| NUTRITIONAL HEALTH LTP FUND, L.P. | ||
| By: | Nutritional Health LTP Fund General Partner LLC | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
| NUTRITIONAL HEALTH LTP FUND GENERAL PARTNER LLC | ||
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
17
| FLAGSHIP PIONEERING FUND VI, L.P. | ||
| By: | Flagship Pioneering Fund VI General Partner LLC | |
| By: | Flagship Pioneering, Inc. | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Chief Executive Officer | |
| FLAGSHIP PIONEERING FUND VI GENERAL PARTNER LLC | ||
| By: | Flagship Pioneering, Inc. | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Chief Executive Officer | |
| FLAGSHIP PIONEERING FUND VII, L.P. | ||
| By: | Flagship Pioneering Fund VII General Partner LLC | |
| By: | Flagship Pioneering, Inc. | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Chief Executive Officer | |
| FLAGSHIP PIONEERING FUND VII GENERAL PARTNER LLC | ||
| By: | Flagship Pioneering, Inc. | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Chief Executive Officer | |
| FLAGSHIP PIONEERING, INC. | ||
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Chief Executive Officer | |
| /s/ Noubar B. Afeyan, Ph.D. | ||
| NOUBAR B. AFEYAN, PH.D. | ||
18
JOINT FILING AGREEMENT
The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.
Dated: July 7, 2022
| FLAGSHIP VENTURELABS IV, LLC | ||
| By: | Flagship Ventures Fund IV, L.P. | |
| By: | Flagship Ventures Fund IV General Partner LLC | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
| FLAGSHIP VENTURES FUND IV, L.P. | ||
| By: | Flagship Ventures Fund IV General Partner LLC | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
| FLAGSHIP VENTURES FUND IV-Rx, L.P. | ||
| By: | Flagship Ventures Fund IV General Partner LLC | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
| FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC | ||
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
| NUTRITIONAL HEALTH LTP FUND, L.P. | ||
| By: | Nutritional Health LTP Fund General Partner LLC | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
| NUTRITIONAL HEALTH LTP FUND GENERAL PARTNER LLC | ||
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Manager | |
19
| FLAGSHIP PIONEERING FUND VI, L.P. | ||
| By: | Flagship Pioneering Fund VI General Partner LLC | |
| By: | Flagship Pioneering, Inc. | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Chief Executive Officer | |
| FLAGSHIP PIONEERING FUND VI GENERAL PARTNER LLC | ||
| By: | Flagship Pioneering, Inc. | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Chief Executive Officer | |
| FLAGSHIP PIONEERING FUND VII, L.P. | ||
| By: | Flagship Pioneering Fund VII General Partner LLC | |
| By: | Flagship Pioneering, Inc. | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Chief Executive Officer | |
| FLAGSHIP PIONEERING FUND VII GENERAL PARTNER LLC | ||
| By: | Flagship Pioneering, Inc. | |
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Chief Executive Officer | |
| FLAGSHIP PIONEERING, INC. | ||
| By: | /s/ Noubar B. Afeyan, Ph.D. | |
| Name: | Noubar B. Afeyan, Ph.D. | |
| Title: | Chief Executive Officer | |
| /s/ Noubar B. Afeyan, Ph.D. | ||
| NOUBAR B. AFEYAN, PH.D. | ||
20