WASHINGTON, D.C. 20549
Sofinnova Investments, Inc.
Jonathan Goodwin, Esq.
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 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.
This 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).
CUSIP NO. 008064107 |
13D |
Page
2 of 14 |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sofinnova Venture Partners X, L.P. (“SVP
X”) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨ |
(b)
x |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
3,758,686 shares, except that Sofinnova Management X, L.P. (“SM X LP”), the general partner of SVP X, may be deemed to
have sole voting power, Sofinnova Management X-A, L.L.C. (“SM X LLC”), the general partner of SM X LP, may be deemed
to have sole voting power, and Dr. James I. Healy (“Healy”) and Dr. Maha Katabi (“Katabi”), the managing
members of SM X LLC, may be deemed to have shared power to vote these shares. |
8 |
SHARED
VOTING POWER
See response to row 7. |
9 |
SOLE
DISPOSITIVE POWER
3,758,686 shares, except that SM X LP, the general partner of SVP X, may be deemed to have sole dispositive power, SM X LLC, the
general partner of SM X LP, may be deemed to have sole dispositive power, and Healy and Katabi, the managing members of SM X LLC,
may be deemed to have shared dispositive power over these shares. |
10 |
SHARED
DISPOSITIVE POWER
See response to row 9. |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,758,686 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
15.3% |
14 |
TYPE
OF REPORTING PERSON |
PN |
CUSIP NO. 008064107 |
13D |
Page
3 of 14 |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sofinnova Management X, L.P. (“SM X LP”) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨ |
(b)
x |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
3,758,686 shares, all of which are owned directly by SVP X. SM X LP, the general partner of SVP X, may be deemed to have sole voting
power, SM X LLC, the general partner of SM X LP, may be deemed to have sole voting power, and Healy and Katabi, the managing members
of SM X LLC, may be deemed to have shared power to vote these shares. |
8 |
SHARED
VOTING POWER
See response to row 7. |
9 |
SOLE
DISPOSITIVE POWER
3,758,686 shares, all of which are owned directly by SVP X. SM X LP, the general partner of SVP X, may be deemed to have sole dispositive
power, SM X LLC, the general partner of SM X LP, may be deemed to have sole dispositive power, and Healy and Katabi, the managing
members of SM X LLC, may be deemed to have shared dispositive power over these shares. |
10 |
SHARED
DISPOSITIVE POWER
See response to row 9. |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,758,686 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
15.3% |
14 |
TYPE
OF REPORTING PERSON |
PN |
CUSIP NO. 008064107 |
13D |
Page
4 of 14 |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sofinnova Management X-A, L.L.C. (“SM X LLC”) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨ |
(b)
x |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
3,758,686 shares, all of which are owned directly by SVP X. SM X LP, the general partner of SVP X, may be deemed to have sole voting
power, SM X LLC, the general partner of SM X LP, may be deemed to have sole voting power, and Healy and Katabi, the managing members
of SM X LLC, may be deemed to have shared power to vote these shares. |
8 |
SHARED
VOTING POWER
See response to row 7. |
9 |
SOLE
DISPOSITIVE POWER
3,758,686 shares, all of which are owned directly by SVP X. SM X LP, the general partner of SVP X, may be deemed to have sole dispositive
power, SM X LLC, the general partner of SM X LP, may be deemed to have sole dispositive power, and Healy and Katabi, the managing
members of SM X LLC, may be deemed to have shared dispositive power over these shares. |
10 |
SHARED
DISPOSITIVE POWER
See response to row 9. |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,758,686 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
15.3% |
14 |
TYPE
OF REPORTING PERSON |
OO |
CUSIP NO. 008064107 |
13D |
Page
5 of 14 |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. James I. Healy (“Healy”) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨ |
(b)
x |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
3,758,686 shares, all of which are owned directly by SVP X. SM X LP, the general partner of SVP X, may be deemed to have sole voting
power, SM X LLC, the general partner of SM X LP, may be deemed to have sole voting power, and Healy, a managing member of SM X LLC,
may be deemed to have shared voting power to vote these shares. |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
3,758,686 shares, all of which are owned directly by SVP X. SM X LP, the general partner of SVP X, may be deemed to have sole dispositive
power, SM X LLC, the general partner of SM X LP, may be deemed to have sole dispositive power, and Healy, a managing member of SM
X LLC, may be deemed to have shared dispositive power over these shares. |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,758,686 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
15.3% |
14 |
TYPE
OF REPORTING PERSON |
IN |
CUSIP NO. 008064107 |
13D |
Page
6 of 14 |
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. Maha Katabi (“Katabi”) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨ |
(b)
x |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION Canadian Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
24,946 shares subject to stock options, all of which shares are exercisable by Katabi within 60 days of the date of this filing. |
8 |
SHARED
VOTING POWER
3,758,686 shares, all of which are owned directly by SVP X. SM X LP, the general partner of SVP X, may be deemed to have sole voting
power, SM X LLC, the general partner of SM X LP, may be deemed to have sole voting power, and Katabi, a managing member of SM X LLC
and a director of the Issuer, may be deemed to have shared voting power to vote these shares. |
9 |
SOLE
DISPOSITIVE POWER
24,946 shares subject to stock options, all of which shares are exercisable by Katabi within 60 days of the date of this filing. |
10 |
SHARED
DISPOSITIVE POWER
3,758,686 shares, all of which are owned directly by SVP X. SM X LP, the general partner of SVP X, may be deemed to have sole dispositive
power, SM X LLC, the general partner of SM X LP, may be deemed to have sole dispositive power, and Katabi, a managing member of SM
X LLC and a director of the Issuer, may be deemed to have shared dispositive power over these shares. |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,783,632 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
15.4% |
14 |
TYPE
OF REPORTING PERSON |
IN |
CUSIP NO. 008064107 |
13D |
Page
7 of 14 |
Statement on Schedule 13D
This Amendment No. 1 (“Amendment No. 1”)
amends and restates the Statement on Schedule 13D (“Original Schedule 13D”) that was initially filed on July 13, 2021. This
Amendment No. 1 relates to the beneficial ownership of Common Stock, $0.0001 par value per share (“Common Stock”) of Aerovate
Therapeutics, Inc., a Delaware corporation (“Issuer”) by Sofinnova Venture Partners X, L.P., a Delaware limited partnership
(“SVP X”), Sofinnova Management X, L.P., a Delaware limited partnership (“SM X LP”), Sofinnova Management X-A,
L.L.C., a Delaware limited liability company (“SM X LLC”), Dr. James I. Healy (“Healy”), and Dr. Maha Katabi
(“Katabi” and collectively with SVP X, SM X LP, SM X LLC, and Healy, the “Reporting Persons”). This Amendment
No. 1 is being filed to update the aggregate percentage of the class of securities of the Issuer owned by the Reporting Persons due to
dilution caused by the Issuer’s additional sales of Common Stock from time to time since the date of the filing of the Original
Schedule 13D. The Issuer reported outstanding Common Stock in the Issuer’s Form 10-Q (File No. 001-40544) filed on November 14,
2022 causing a decrease in aggregate percentage ownership by the Reporting Persons of one percent (1%) or more from the percentages reported
in the Original Schedule 13D.
| ITEM 1. | SECURITY AND ISSUER. |
| (a) | The class of equity
securities to which this statement relates is the Common Stock of the Issuer. |
| (b) | The Issuer’s principal executive
offices are located at 930 Winter Street, Suite M-500, Waltham, Massachusetts 02451. |
| ITEM 2. | IDENTITY AND BACKGROUND. |
(a) The
persons and entities filing this Schedule 13D are SVP X, SM X LP, SM X LLC, Healy, and Katabi. SM X LP, the general partner of SVP X,
and SM X LLC, the general partner of SM X LP, may be deemed to have sole power to vote and sole power to dispose of the shares of the
Issuer directly owned by SVP X. Katabi may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly
owned by Katabi.
(b) The
address of the principal place of business for each of the Reporting Persons is c/o Sofinnova Investments, Inc., 3000 Sand Hill Road,
Bldg 4, Suite 250, Menlo Park, California 94025.
(c) The
principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of SVP X is
to make investments in private and public companies, the principal business of SM X LP is to serve as the general partner of SVP X, and
the principal business of SM X LLC is to serve as the general partner of SM X LP. Healy and Katabi are the managing members of SM X LLC.
Katabi is a member of the board of directors of the Issuer.
(d) During
the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
(f) SVP
X is a Delaware limited partnership. SM X LP is a Delaware limited partnership. SM X LLC is a Delaware limited liability company. Healy
is a U.S. citizen. Katabi is a Canadian citizen.
CUSIP NO. 008064107 |
13D |
Page
8 of 14 |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION. |
At closings on August 5, 2020, February 1, 2021,
and June 4, 2021, SVP X purchased an aggregate 10,565,238 shares of Series A redeemable convertible preferred stock (the “Series
A Shares”) from the Issuer at a purchase price of $1.893 per share, or $19,999,995.55 in the aggregate. In connection with the
closing of the Issuer’s initial public offering of Common Stock (the “Offering”), the Issuer’s Series A Shares
automatically converted into shares of Common Stock on a one-for-3.1060103 basis without payment or additional consideration.
On June 29, 2021, Katabi was granted a stock
option by the Issuer to purchase 25,000 shares of Common Stock at an exercise price of $14.00 per share. The option shall vest and become
exercisable in 36 substantially equal monthly installments, with the first installment vesting on July 29, 2021. Such option will expire
on June 28, 2031.
On July 1, 2021, Katabi was granted a stock option
by the Issuer to purchase 2,467 shares of Common Stock at an exercise price of $19.41 per share. The shares underlying such option shall
vest and become exercisable in two equal installments, with the first installment vesting on September 30, 2021 and the second installment
vesting on December 31, 2021. Such option will expire on June 30, 2031. Such option was awarded in lieu of cash compensation pursuant
to the Issuer’s Non-Employee Director Compensation Policy.
In connection with the Offering, SVP X purchased
357,142 shares of Common Stock from the Issuer at a purchase price of $14.00 per share, or $4,999,988 in the aggregate. Such purchase
occurred pursuant to and on the terms set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on June 30, 2021 with
the Securities and Exchange Commission (the “Prospectus”).
On January 3, 2022, Katabi was granted a stock
option by the Issuer to purchase 7,240 shares of Common Stock at an exercise price of $10.93 per share. The shares underlying such option
shall vest and become exercisable in four equal installments, with the first installment vesting on March 31, 2022, the second installment
vesting on June 30, 2022, the third installment vesting on September 30, 2022, and the fourth installment vesting on December 31, 2022.
Such option will expire on January 2, 2032. Such option was awarded in lieu of cash compensation pursuant to the Issuer’s Non-Employee
Director Compensation Policy.
On June 21, 2022, Katabi was granted a stock
option by the Issuer to purchase 12,500 shares of Common Stock at an exercise price of $12.26 per share. The shares subject to the option
will vest on the earlier of June 21, 2023 or the 2023 annual meeting of stockholders of the Issuer, subject to the Katabi’s continued
service through the applicable vesting date. Such option will expire on June 20, 2032.
On January 3, 2023, Katabi was granted a stock
option by the Issuer to purchase 2,627 shares of Common Stock at an exercise price of $27.03 per share. The shares underlying such option
shall vest and become exercisable in four equal installments, with the first installment vesting on March 31, 2023, the second installment
vesting on June 30, 2023, the third installment vesting on September 30, 2023, and the fourth installment vesting on December 31, 2023.
Such option will expire on January 2, 2033. Such option was awarded in lieu of cash compensation pursuant to the Issuer’s Non-Employee
Director Compensation Policy.
Unless noted above, the source of the funds for
all purchases and acquisitions by the Reporting Persons was from working capital. Certain purchases by SVP X were made using its working
capital funded partially through a line of credit with Silicon Valley Bank in the normal course of business and then paid down from the
proceeds from investor capital calls.
Unless noted above, no part of the purchase price was borrowed by
any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.
| ITEM 4. | PURPOSE OF TRANSACTION. |
The Reporting Persons hold
their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time
to time, acquire additional Common Stock and/or retain and/or sell all or a portion of the Common Stock held by the Reporting Persons
in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Persons to their
respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’
review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions,
ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative
business and investment opportunities, and other future developments. Except as set forth above, the Reporting Persons have no present
plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
CUSIP NO. 008064107 |
13D |
Page
9 of 14 |
| ITEM 5. | INTEREST IN SECURITIES OF THE
ISSUER. |
(a,b) Regarding
aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see
Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting
Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose
of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover
page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 24,605,073 shares
of Common Stock outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q filed on November 14, 2022 with the
Securities and Exchange Commission (File No. 001-40544).
(c) Except
as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the securities of the Issuer during the past
60 days.
(d) Under
certain circumstances set forth in the limited partnership agreement of SVP X, the general partner and limited partners of SVP X may
be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of
which they are a partner.
(e) Not
applicable.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
SVP X and Katabi have agreed that, without the prior written consent of Jefferies LLC and Cowen and Company, LLC, on behalf of the Issuer’s
underwriters, they will not, subject to limited exceptions, during the period ending 180 days after the date set forth on the Prospectus
offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common
Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that
represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly (including holding as
a custodian) or with respect to which they have beneficial ownership within the rules and regulations of the Securities and Exchange Commission.
Such Lock-Up Agreement is more fully described in the Prospectus and was filed as Exhibit A to Exhibit 1.1 to the Issuer’s Amendment
No. 3 to Form S-1 Registration Statement (File No. 333-256949), and such description is incorporated herein by reference.
SVP X is a party to an Investors’ Rights Agreement among the Issuer, SVP X and other shareholders. Subject to the terms of such
Investors’ Rights Agreement, SVP X can demand that the Issuer file a registration statement or request that its Common Stock be
covered by a registration statement that the Issuer is otherwise filing under certain specified circumstances. Such Investors’ Rights
Agreement dated as of August 5, 2020 is more fully described in the Prospectus and was filed as Exhibit 4.2 to the Issuer’s Form
S-1 Registration Statement (File No. 333-256949), and such description is incorporated herein by reference.
Katabi, in her capacity as a director of the Issuer, along with the other directors of the Issuer, entered into an Indemnification Agreement
with the Issuer. Such Indemnification Agreement is more fully described in the Prospectus and the form of such Indemnification Agreement was filed as Exhibit 10.5 to the Issuer’s Amendment No. 1 to Form S-1
Registration Statement (File No. 333-256949), and such description is incorporated herein by reference.
CUSIP NO. 008064107 |
13D |
Page
10 of 14 |
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
EXHIBIT A |
Agreement of Joint Filing |
EXHIBIT B |
Power of Attorney |
EXHIBIT C |
Form of Lock-Up Agreement described in Item 6, filed as Exhibit A to Exhibit 1.1 to the Issuer’s Amendment No. 3 to Form S-1 Registration
Statement (File No. 333-256949) is incorporated herein by reference. |
EXHIBIT D |
Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File
No. 333-256949) is incorporated herein by reference. |
EXHIBIT E |
Form of Indemnification Agreement described in Item 6, filed as Exhibit 10.5 to the Issuer’s Amendment No. 1 to Form S-1 Registration
Statement (File No. 333-256949) is incorporated herein by reference. |
CUSIP NO. 008064107 |
13D |
Page
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SIGNATURES
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.
Date: February 3, 2023
|
SOFINNOVA VENTURE PARTNERS X, L.P., a Delaware Limited Partnership |
|
|
|
By: SOFINNOVA MANAGEMENT X, L.P., a Delaware Limited Partnership |
|
Its: |
General Partner |
|
|
|
|
By: SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited Liability Company |
|
Its: |
General Partner |
|
By: |
/s/
Nathalie Auber |
|
|
Nathalie Auber |
|
|
Attorney-in-Fact |
|
SOFINNOVA MANAGEMENT X, L.P., a Delaware Limited Partnership |
|
|
|
By: SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited Liability Company |
|
Its: |
General Partner |
|
By: |
/s/ Nathalie Auber |
|
|
Nathalie Auber |
|
|
Attorney-in-Fact |
|
SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited Liability Company |
|
|
|
|
By: |
/s/ Nathalie Auber |
|
|
Nathalie Auber |
|
|
Attorney-in-Fact |
|
DR. JAMES I. HEALY |
|
DR. MAHA KATABI |
|
By: |
/s/
Nathalie Auber |
|
|
Nathalie Auber |
|
|
Attorney-in-Fact |
CUSIP NO. 008064107 |
13D |
Page
12 of 14 |
EXHIBIT INDEX
Exhibit |
|
Description |
|
|
|
A |
|
Agreement of Joint Filing |
B |
|
Power of Attorney |
C |
|
Form of Lock-Up Agreement described in Item 6, filed as Exhibit A to Exhibit 1.1 to the Issuer’s Amendment No. 3 to Form S-1 Registration
Statement (File No. 333-256949) is incorporated herein by reference. |
D |
|
Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File
No. 333-256949) is incorporated herein by reference. |
E |
|
Form of Indemnification Agreement described in Item 6, filed as Exhibit 10.5 to the Issuer’s Amendment No. 1 to Form S-1 Registration
Statement (File No. 333-256949) is incorporated herein by reference. |
CUSIP NO. 008064107 |
13D |
Page
13 of 14 |
exhibit
A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Aerovate Therapeutics,
Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Date: February 3, 2023
|
SOFINNOVA VENTURE PARTNERS X, L.P., a Delaware Limited Partnership |
|
|
|
By: SOFINNOVA MANAGEMENT X, L.P., a Delaware Limited Partnership |
|
Its: |
General Partner |
|
|
|
|
By: SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited Liability Company |
|
Its: |
General Partner |
|
By: |
/s/
Nathalie Auber |
|
|
Nathalie Auber |
|
|
Attorney-in-Fact |
|
SOFINNOVA MANAGEMENT X, L.P., a Delaware Limited Partnership |
|
|
|
By: SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited Liability Company |
|
Its: |
General Partner |
|
By: |
/s/ Nathalie Auber |
|
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Nathalie Auber |
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Attorney-in-Fact |
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SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited Liability Company |
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By: |
/s/ Nathalie Auber |
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Nathalie Auber |
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Attorney-in-Fact |
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DR. JAMES I. HEALY |
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DR. MAHA KATABI |
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By: |
/s/
Nathalie Auber |
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Nathalie Auber |
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Attorney-in-Fact |
CUSIP NO. 008064107 | 13D |
Page
14 of 14 |
exhibit
B
Power of Attorney
Each of the undersigned entities
and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Sofinnova Management X-A, L.L.C.
or such other person or entity as is designated in writing by James I. Healy (the “Designated Filer”) as the beneficial owner
to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all
reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form
4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities
Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively,
the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose
securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).
Each Reporting Person hereby
further authorizes and designates Nathalie Auber (the “Authorized Signatory”) to execute and file on behalf of such Reporting
Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be
necessary or incidental to the performance of the foregoing powers herein granted.
The authority of the Designated
Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person
is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities
of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized
Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.
Date: February 3, 2023
SOFINNOVA VENTURE PARTNERS X, L.P.,
a Delaware Limited Partnership |
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SOFINNOVA MANAGEMENT X-A, L.L.C.,
a Delaware Limited Liability Company |
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By: |
SOFINNOVA MANAGEMENT X, L.P., |
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By: |
/s/ James I. Healy |
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a Delaware Limited Partnership |
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James I. Healy |
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Its General Partner |
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Managing Member |
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By: |
SOFINNOVA MANAGEMENT X-A, L.L.C., |
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JAMES I. HEALY |
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a Delaware Limited Liability Company |
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Its General Partner |
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By: |
/s/ James I. Healy |
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James I. Healy |
By: |
/s/ James I. Healy |
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James I. Healy |
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MAHA KATABI |
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Managing Member |
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By: |
/s/ Maha Katabi |
SOFINNOVA MANAGEMENT X, L.P., |
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Maha Katabi |
a Delaware Limited Partnership |
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By: |
SOFINNOVA MANAGEMENT X-A, L.L.C.,
a Delaware Limited Liability Company
Its General Partner |
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By: |
/s/ James I. Healy |
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James I. Healy |
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Managing Member |
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