UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Seres Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
81750R102
(CUSIP Number)
Nestlé S.A.
Avenue Nestlé, 55
1800 Vevey
Switzerland
Attention: General Counsel Corporate
Facsimile: 01-41-21-924-2821
with a copy to:
David A. Carpenter, Esq.
Mayer Brown, LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 506-2195
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 17, 2020
(Date of Event which Requires Filing of this Statement)
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), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 81750R102
| 1. |
Name of Reporting Person
Nestle Health Science US Holdings, Inc. (1) | |||||
| 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 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:
6,888,888 | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
6,888,888 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
6,888,888 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11):
7.7% | |||||
| 14. | Type of Reporting Person (See Instructions):
CO | |||||
| (1) | Based upon a total of 89,292,533 shares of Common Stock outstanding as of August 17, 2020, as reported by the Issuer in a prospectus supplement (File No. 333-244401) filed with the Securities and Exchange Commission on August 14, 2020 after the closing of the offering and concurrent placement as reported by the Issuer in a free writing prospectus filed with the Securities and Exchange Commission on August 17, 2020 |
2
CUSIP No. 81750R102
| 1. |
Name of Reporting Person
NIMCO US, Inc. (1) | |||||
| 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 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:
6,888,888 | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
6,888,888 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
6,888,888 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11):
7.7% | |||||
| 14. | Type of Reporting Person (See Instructions):
CO | |||||
| (1) | Based upon a total of 89,292,533 shares of Common Stock outstanding as of August 17, 2020, as reported by the Issuer in a prospectus supplement (File No. 333-244401) filed with the Securities and Exchange Commission on August 14, 2020 after the closing of the offering and concurrent placement as reported by the Issuer in a free writing prospectus filed with the Securities and Exchange Commission on August 17, 2020. |
3
CUSIP No. 81750R102
| 1. |
Name of Reporting Person
Nestlé S.A. | |||||
| 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| 6. | Citizenship or Place of Organization:
Switzerland | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power:
0 | ||||
| 8. | Shared Voting Power:
7,892,890 | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
7,892,890 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
7,892,890 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11):
8.8%(1) | |||||
| 14. | Type of Reporting Person (See Instructions):
CO | |||||
| (1) | Based upon a total of 89,292,533 shares of Common Stock outstanding as of August 17, 2020, as reported by the Issuer in a prospectus supplement (File No. 333-244401) filed with the Securities and Exchange Commission on August 14, 2020 after the closing of the offering and concurrent placement as reported by the Issuer in a free writing prospectus filed with the Securities and Exchange Commission on August 17, 2020. |
CUSIP No. 81750R102
| 1. |
Name of Reporting Person
Nestlé US Holdco, Inc. (1) | |||||
| 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 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:
6,888,888 | ||||
| 8. | Shared Voting Power:
0 | |||||
| 9. | Sole Dispositive Power:
6,888,888 | |||||
| 10. | Shared Dispositive Power:
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
6,888,888 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11):
7.7% | |||||
| 14. | Type of Reporting Person (See Instructions):
CO | |||||
| (1) | Based upon a total of 89,292,533 shares of Common Stock outstanding as of August 17, 2020, as reported by the Issuer in a prospectus supplement (File No. 333-244401) filed with the Securities and Exchange Commission on August 14, 2020 after the closing of the offering and concurrent placement as reported by the Issuer in a free writing prospectus filed with the Securities and Exchange Commission on August 17, 2020. |
5
CUSIP No. 81750R102
| 1. |
Name of Reporting Person
Société des Produits Nestlé S.A. | |||||
| 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| 6. | Citizenship or Place of Organization:
Switzerland | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power:
0 | ||||
| 8. | Shared Voting Power:
7,847,890 | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
7,847,890 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
7,847,890 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11):
8.8%(1) | |||||
| 14. | Type of Reporting Person (See Instructions):
CO | |||||
| (1) | Based upon a total of 89,292,533 shares of Common Stock outstanding as of August 17, 2020, as reported by the Issuer in a prospectus supplement (File No. 333-244401) filed with the Securities and Exchange Commission on August 14, 2020 after the closing of the offering and concurrent placement as reported by the Issuer in a free writing prospectus filed with the Securities and Exchange Commission on August 17, 2020. |
6
SCHEDULE 13D
Explanatory Note
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 (this “Amendment”) amends and supplements certain items of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2018, (the “Original Schedule 13D”), by the Reporting Persons relating to the Common Stock of Seres Therapeutics, Inc. (the “Issuer”). This Amendment amends the Original Schedule 13D on behalf of the Reporting Persons to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Following an internal reorganization completed in 2019, two additional legal entities, Société des Produits Nestlé S.A., a Swiss société anonyme (“SPN”) and Nestlé US Holdco, Inc., a Delaware corporation (“Nestlé US Holdco”), were added to the beneficial ownership chain. Accordingly, the Original Schedule 13D is amended by this Amendment to add these two entities as Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following:
On August 12, 2020, SPN entered into a Securities Purchase Agreement dated August 12, 2020, between the Issuer and SPN (the “2020 Purchase Agreement”), pursuant to which SPN purchased 959,002 newly issued shares of the Issuer’s Common Stock at a cash purchase price of $20.855 per share for an aggregate purchase price of $19,999,986.71. SPN purchased these shares with funds from its working capital. The 2020 Purchase Agreement is incorporated herein by reference as described in Item 6 below.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and restated as follows:
The Reporting Persons from time to time review their investment in and collaboration with the Issuer. Based on such review and depending on the price and availability of the Issuer’s securities and the terms of the existing agreements between the Reporting Persons and the Issuer, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Common Stock or otherwise, they may acquire Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. The Reporting Persons may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss such actions with the Issuer and Issuer’s management and the board of directors, other stockholders of the Issuer and other interested parties.
The information in Item 6 of this Amendment is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
The first paragraph of Item 5(a) – (b) of the Original Schedule 13D is hereby amended and restated as follows:
The information contained on the cover pages to this Amendment is incorporated herein by reference. The 6,888,888 shares of Common Stock reported on this Amendment are directly held by NHS, which is a wholly-owned subsidiary of NIMCO. NIMCO, in turn, is a wholly-owned subsidiary of Nestlé US Holdco, which is a wholly-owned subsidiary of SPN. The ultimate parent company of NHS, NIMCO, Nestlé US Holdco and SPN is
1
Nestlé S.A. Based upon information contained in a prospectus supplement (File No. 333-244401) filed with the SEC on August 14, 2020 and a free writing prospectus filed with the SEC on August 17, 2020, the total issued and outstanding shares of Common Stock held by NHS comprises approximately 7.7% of the Issuer’s issued and outstanding Common Stock. The 959,002 shares of Common Stock acquired pursuant to the 2020 Purchase Agreement reported on this Amendment are directly held by SPN, which is a wholly-owned subsidiary of Nestlé S.A. Based upon information contained in a prospectus supplement (File No. 333-244401) filed with the SEC on August 14, 2020 and a free writing prospectus filed with the SEC on August 17, 2020, the total issued and outstanding shares of Common Stock held by SPN comprises approximately 8.8% of the Issuer’s issued and outstanding Common Stock.
Additionally, Grégory Behar, who is listed on Schedule I hereto, has received a grant of options to acquire 45,000 shares of Common Stock, all of which have vested as of the date of this Amendment. Nestlé S.A is the beneficial owner of all options held by Mr. Behar.
Except for the shares of Common Stock owned by NHS and SPN and the options held by Mr. Behar described in this Item 5, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed on Schedule I hereto beneficially owns any other securities of the Issuer.
(c) Except as described in Item 3, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed on Schedule I hereto, have effected any transactions in the Common Stock during the past 60 days.
(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and supplemented to include the following:
Series D Purchase Agreement
The Standstill Restrictions under the Series D Purchase Agreement have expired and are no longer in effect.
2020 Purchase Agreement
On August 12, 2020, SPN entered into a Securities Purchase Agreement dated August 12, 2020, between the Issuer and SPN, pursuant to which SPN purchased 959,002 newly issued shares of the Issuer’s Common Stock at a cash purchase price of $20.855 per share for an aggregate purchase price of $19,999,986.71. The 2020 Purchase Agreement contained customary representations, warranties and covenants by, among and for the benefit of the parties.
Item 7. Material to be Filed as Exhibits
| Exhibit 1 | Securities Purchase Agreement, dated as of August 12, 2020, between Société des Produits Nestlé S.A. and the Issuer (Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on August 14, 2020). | |
| Exhibit 2 | Joint Filing Agreement (filed herewith). | |
2
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.
Dated August 19, 2020
| NESTLE HEALTH SCIENCE US HOLDINGS, INC. | ||
| By: | /s/ James Pepin | |
| Name: James Pepin | ||
| Title: Director and President | ||
| NIMCO US, INC. | ||
| By: | /s/ Dan Nugent | |
| Name: Dan Nugent | ||
| Title: Chief Legal Officer and General Counsel | ||
| NESTLÉ S.A. | ||
| By: | /s/ Gregory Behar | |
| Name: Gregory Behar | ||
| Title: Deputy Executive Vice President | ||
| NESTLÉ US HOLDCO, INC. | ||
| By: | /s/ Michael Prewitt | |
| Name: Michael Prewitt | ||
| Title: Secretary | ||
| SOCIETE DES PRODUITS NESTLE S.A. | ||
| By: | /s/ Claudio Kuoni | |
| Name: Claudio Kuoni | ||
| Title: Vice President | ||
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF NHS,
PERSONS CONTROLLING NHS AND EXECUTIVE OFFICERS AND DIRECTORS OF OTHER
PERSONS IN CONTROL OF NHS
NHS
NHS is a corporation organized under the laws of the State of Delaware with its principal business address at 1812 North Moore Street, Arlington, VA 22209. NHS is a wholly-owned subsidiary of NIMCO. The name, present principal employment and citizenship of each director and executive officer of NHS is set forth below.
| Name |
Present Principal Employment |
Citizenship | ||
| 1. Claudio Kuoni | Director, NHS | Swiss | ||
| 2. James Pepin | Director, NHS | US | ||
| 3. Michael Prewitt | Secretary (non Director), NHS | US | ||
| 4. Alexandra Neely | Treasurer, NHS | US | ||
| 5. James Parent | Head of Tax, NHS | US | ||
| 6. Alan Pasetsky | Vice President, NHS | US | ||
NIMCO
NIMCO is organized under the laws of the State of Delaware with its principal business address at 1812 North Moore Street, Arlington, VA 22209. NIMCO is a wholly-owned subsidiary of Nestlé US Holdco, Inc.. The name, present principal employment and citizenship of each director and executive officer of NIMCO is set forth below.
| Name |
Present Principal Employment |
Citizenship | ||
| 1. Steven Presley | Chairman of the Board, Chief Executive Officer and President, NIMCO | US | ||
| 2. Giulio Gerardo | Director and Chief Financial Officer, NIMCO | Italian | ||
| 3. Alan Pasetsky | Vice President and Assistant Treasurer, Taxes, NIMCO | US | ||
| 4. Dan Nugent | Chief Legal Officer and General Counsel, NIMCO | US | ||
| 5. Alexandra Neely | Treasurer, NIMCO | US | ||
| 6. Kathleen Carl | Vice President, NIMCO | US | ||
| 7. Michael Prewitt | Secretary (non Director), NIMCO | US | ||
| 8. James Parent | Head of Tax, NIMCO | US | ||
| 9. Rui Barbas | Director, NIMCO | Portugal | ||
Nestlé US Holdco, Inc.
Nestlé US Holdco, Inc. is organized under the laws of the State of Delaware with its principal business address at 1812 North Moore Street, Arlington, VA 22209. Nestlé US Holdco, Inc. is a wholly-owned subsidiary of Société des Produits Nestlé S.A. The name, present principal employment and citizenship of each director and executive officer of Nestlé US Holdco, Inc. is set forth below.
1
| Name |
Present Principal Employment |
Citizenship | ||
| 1. Steven Presley | Chairman of the Board, Chief Executive Officer and President, Nestlé US Holdco, Inc. | US | ||
| 2. Giulio Gerardo | Chief Financial Officer, Nestlé US Holdco, Inc. | Italian | ||
| 3. Alexandra Neely | Treasurer, Nestlé US Holdco, Inc. | US | ||
| 4. Michael Prewitt | Secretary, Nestlé US Holdco, Inc. | US | ||
| 5. James Parent | Vice President and Assistant Treasurer, Taxes, Nestlé US Holdco, Inc. | US | ||
| 6. Daniel Nugent | Director, Nestlé US Holdco, Inc. | US | ||
Société des Produits Nestlé S.A.
Société des Produits Nestlé S.A. is organized under the laws of Switzerland with its principal business address at Avenue Nestlé 55, CH-1800 Vevey Switzerland. Société des Produits Nestlé S.A. is a wholly-owned subsidiary of Nestlé S.A. The name, present principal employment and citizenship of each director and executive officer of Société des Produits Nestlé S.A. is set forth below.
| Name |
Present Principal Employment |
Citizenship | ||
| 1. Stefan Helfenstein | Chairman of the Board, Société des Produits Nestlé S.A. | Swiss | ||
| 2. Michèle Burger | Director, Société des Produits Nestlé S.A. | Swiss | ||
| 3. José Checa Cortés | Director, Société des Produits Nestlé S.A. | Spanish | ||
| 4. Thomas Hauser | Director, Société des Produits Nestlé S.A. | Swiss | ||
| 5. Blaise Revillard | Director, Société des Produits Nestlé S.A. | French | ||
| 6. Philippe Vossen | Director, Société des Produits Nestlé S.A. | Belgian | ||
| 7. Silvan Jampen | Secretary (non Director), Société des Produits Nestlé S.A. | Swiss | ||
| 8. Michel Gardet | Senior Vice President, Société des Produits Nestlé S.A. | French | ||
| 9. Olivier Ballevre | Vice President, Société des Produits Nestlé S.A. | French | ||
| 10. Trevor Douglas Brown | Vice President, Société des Produits Nestlé S.A. | Swiss | ||
| 11. Harold Humbert | Vice President, Société des Produits Nestlé S.A. | French | ||
| 12. Claudio Kuoni | Vice President, Société des Produits Nestlé S.A. | Swiss | ||
| 13. Damien Tissot | Vice President, Société des Produits Nestlé S.A. | French | ||
Nestlé S.A.
Nestlé S.A. is a corporation organized under the laws of Switzerland with its principal business address at Avenue Nestlé 55, CH-1800, Vevey Switzerland. The name, present principal employment and citizenship of each director and executive officer of Nestlé is set forth below.
| Name |
Present Principal Employment |
Citizenship | ||
| 1. Paul Bulcke | Non-Executive Director, Chairman, Nestlé S.A.; Vice-Chairman, L’Oréal S.A.; Board member, Roche Holding Ltd. | Belgian/Swiss | ||
| 2. Ulf Mark Schneider | Chief Executive Officer, Board member, Nestlé S.A. | German/US | ||
| 3. Henri de Castries | Non-Executive Director; Vice Chairman, Lead Independent Director, Nestlé S.A.; Board member, HSBC Holdings plc, Argus Media | French | ||
| 4. Renato Fassbind | Non-Executive Director; Vice Chairman and Lead Independent Director, Swiss Re AG; Board member, Kühne+Nagel International AG | Swiss | ||
| 5. Ann M. Veneman | Non-Executive Director; Board member, the Global Health Innovative Technology Fund, Advisory Board member JUST Capital, the Clinton Health Access Initiative, the Full Harvest Technologies, Inc. | US | ||
| 6. Eva Cheng | Non-Executive Director; Board member, Haier Electronics Group Co. Ltd. | Chinese | ||
| 7. Patrick Aebischer | Non-Executive Director; President Emeritus of Institute EPFL; Board member: Logitech International S.A.; Chairman: Novartis Bioventures AG | Swiss | ||
| 8. Ursula M. Burns | Non-Executive Director; Board member: Exxon Mobil Corporation, Uber Technologies Inc.; Trustee, Ford Foundation | US | ||
| 9. Kasper Rorsted | Non-Executive Director; CEO, adidas AG | Danish | ||
| 10. Pablo Isla | Non-Executive Director; Chairman and CEO, Inditex S.A. | Spanish | ||
| 11. Kimberly A. Ross | Non-Executive Director; CFO, WeWork | US | ||
| 12. Dick Boer | Non-Executive Director; Board member, Royal Dutch Shell plc.; Chairman: Advisory Board of G-Star RAW CV, Rijksmuseum Fonds | Netherlands | ||
| 13. Dinesh Paliwal | Non-Executive Director; Senior Advisor to the Board and CEO, Harman International Industries Inc. Board member, Bristol-Myers Squibb, Raytheon Company; Member, U.S.-India Business Council | US/Indian Overseas Citizenship | ||
| 14. Hanne Jimenez de Mora | Non-Executive Director; Board member: AB Volvo, Outotec Oyj; Vice-chair: IMD Business School | Swiss | ||
| 15. Laurent Freixe | Executive Vice President: Chief Executive Officer: Zone Americas | French | ||
| 16. Chris Johnson | Executive Vice President: Chief Executive Officer: Zone Asia, Oceania and sub-Saharan Africa | US | ||
| 17. Patrice Bula | Executive Vice President: Strategic Business Units, Marketing, Sales and Nespresso; Board member: Novartis AG, Schindler Holding Ltd. | Swiss | ||
| 18. Marco Settembri | Executive Vice President: Chief Executive Officer: Zone Europe, Middle East and North Africa | Italian | ||
| 19. François-Xavier Roger | Executive Vice President: Chief Financial Officer (includes Finance and Control, Tax, Treasury, Investor Relations) | French | ||
| 20. Magdi Batato | Executive Vice President: Head of Operations; Board member: Carlsberg A/S | Swiss | ||
| 21. Stefan Palzer | Executive Vice President: Chief Technology Officer |
German | ||
| 22. Béatrice Guillaume-Grabisch | Executive Vice President: Global Head Human Resources & Business Services; Board member: L’Oréal S.A. | French | ||
| 23. Leanne Geale | Executive Vice President: General Counsel, Corporate Governance and Compliance | Canada | ||
| 24. Grégory Behar | Deputy Executive Vice President: Chief Executive Officer: Nestlé Health Science | Swiss | ||
| 25. Sanjay Bahadur | Deputy Executive Vice President: Head of Group Strategy and Business Development | India | ||
| 26. David P. Frick | Senior Vice President: Secretary to the Board of Directors: Head of Corporate Governance, Compliance and Corporate Services | Swiss | ||
EXHIBIT 2
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated August 19, 2020
| NESTLE HEALTH SCIENCE US HOLDINGS, INC. | ||
| By: | /s/ James Pepin | |
| Name: James Pepin | ||
| Title: Director and President | ||
| NIMCO US, INC. | ||
| By: | /s/ Dan Nugent | |
| Name: Dan Nugent | ||
| Title: Chief Legal Officer and General Counsel | ||
| NESTLÉ S.A. | ||
| By: | /s/ Gregory Behar | |
| Name: Gregory Behar | ||
| Title: Deputy Executive Vice President | ||
| NESTLÉ US HOLDCO, INC. | ||
| By: | /s/ Michael Prewitt | |
| Name: Michael Prewitt | ||
| Title: Secretary | ||
| SOCIETE DES PRODUITS NESTLE S.A. | ||
| By: | /s/ Claudio Kuoni | |
| Name: Claudio Kuoni | ||
| Title: Vice President | ||