SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
AXCELLA
HEALTH INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
05454B105
(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)
October 13, 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).
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: Flagship VentureLabs IV, LLC |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
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| (3) |
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SEC Use Only:
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| (4) |
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Source of Funds (See
Instructions): WC |
| (5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) |
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Citizenship or Place of
Organization: Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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(7) |
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Sole Voting Power
0 |
| |
(8) |
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Shared Voting Power
2,035,830 |
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(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
2,035,830 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
2,035,830 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 2.8% |
| (14) |
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Type of Reporting Person (See
Instructions): OO |
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: Flagship Ventures Fund
IV, L.P. |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
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| (3) |
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SEC Use Only:
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| (4) |
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Source of Funds (See
Instructions): WC |
| (5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) |
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Citizenship or Place of
Organization: Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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(7) |
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Sole Voting Power
0 |
| |
(8) |
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Shared Voting Power
16,137,468 |
| |
(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
16,137,468 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
16,137,468 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 22.0% |
| (14) |
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Type of Reporting Person (See
Instructions): PN |
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: Flagship Ventures Fund
IV-Rx, L.P. |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
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| (3) |
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SEC Use Only:
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| (4) |
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Source of Funds (See
Instructions): WC |
| (5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) |
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Citizenship or Place of
Organization: Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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(7) |
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Sole Voting Power
0 |
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(8) |
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Shared Voting Power
2,004,657 |
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(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
2,004,657 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
2,004,657 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 2.7% |
| (14) |
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Type of Reporting Person (See
Instructions): PN |
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: Flagship Ventures Fund IV General Partner LLC |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
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| (3) |
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SEC Use Only:
|
| (4) |
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Source of Funds (See
Instructions): AF |
| (5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) |
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Citizenship or Place of
Organization: Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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(7) |
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Sole Voting Power
0 |
| |
(8) |
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Shared Voting Power
18,142,125 |
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(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
18,142,125 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
18,142,125 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 24.7% |
| (14) |
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Type of Reporting Person (See
Instructions): OO |
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: Flagship Ventures Fund 2007, L.P. |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
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| (3) |
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SEC Use Only:
|
| (4) |
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Source of Funds (See
Instructions): WC |
| (5) |
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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) |
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Sole Voting Power
0 |
| |
(8) |
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Shared Voting Power
1,761,029 |
| |
(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
1,761,029 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,761,029 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 2.4% |
| (14) |
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Type of Reporting Person (See
Instructions): PN |
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: Flagship Ventures 2007
General Partner LLC |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
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| (3) |
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SEC Use Only:
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| (4) |
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Source of Funds (See
Instructions): AF |
| (5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) |
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Citizenship or Place of
Organization: Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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(7) |
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Sole Voting Power
0 |
| |
(8) |
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Shared Voting Power
1,761,029 |
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(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
1,761,029 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,761,029 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 2.4% |
| (14) |
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Type of Reporting Person (See
Instructions): OO |
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: Flagship Ventures Opportunities Fund I, L.P. |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
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| (3) |
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SEC Use Only:
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| (4) |
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Source of Funds (See
Instructions): WC |
| (5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) |
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Citizenship or Place of
Organization: Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
(7) |
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Sole Voting Power
0 |
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(8) |
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Shared Voting Power
6,299,611 |
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(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
6,299,611 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
6,299,611 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 8.6% |
| (14) |
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Type of Reporting Person (See
Instructions): PN |
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: Flagship Ventures
Opportunities Fund I General Partner LLC |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
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| (3) |
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SEC Use Only:
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| (4) |
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Source of Funds (See
Instructions): AF |
| (5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) |
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Citizenship or Place of
Organization: Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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(7) |
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Sole Voting Power
0 |
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(8) |
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Shared Voting Power
6,299,611 |
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(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
6,299,611 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
6,299,611 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 8.6% |
| (14) |
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Type of Reporting Person (See
Instructions): OO |
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: FPA, L.P. |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
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| (3) |
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SEC Use Only:
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| (4) |
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Source of Funds (See
Instructions): WC |
| (5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) |
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Citizenship or Place of
Organization: Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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(7) |
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Sole Voting Power
0 |
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(8) |
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Shared Voting Power
3,048,780 |
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(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
3,048,780 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
3,048,780 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 4.1% |
| (14) |
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Type of Reporting Person (See
Instructions): PN |
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: FPA General Partner
LLC |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
|
| (3) |
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SEC Use Only:
|
| (4) |
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Source of Funds (See
Instructions): AF |
| (5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) |
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Citizenship or Place of
Organization: Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
(7) |
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Sole Voting Power
0 |
| |
(8) |
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Shared Voting Power
3,048,780 |
| |
(9) |
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Sole Dispositive Power
0 |
| |
(10) |
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Shared Dispositive Power
3,048,780 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
3,048,780 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 4.1% |
| (14) |
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Type of Reporting Person (See
Instructions): OO |
CUSIP No. 05454B105
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| (1) |
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Name of
Reporting Persons: Flagship Pioneering,
Inc. |
| (2) |
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Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ☐ (b) ☒
|
| (3) |
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SEC Use Only:
|
| (4) |
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Source of Funds (See
Instructions): AF |
| (5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) |
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Citizenship or Place of
Organization: Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
(7) |
|
Sole Voting Power
0 |
| |
(8) |
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Shared Voting Power
3,048,780 |
| |
(9) |
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Sole Dispositive Power
0 |
| |
(10) |
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Shared Dispositive Power
3,048,780 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
3,048,780 |
| (12) |
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 4.1% |
| (14) |
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Type of Reporting Person (See
Instructions): CO |
CUSIP No. 05454B105
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| (1) |
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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) |
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SEC Use Only:
|
| (4) |
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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) |
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Citizenship or Place of
Organization: United States of America |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
(7) |
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Sole Voting Power
0 |
| |
(8) |
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Shared Voting Power
29,251,545 |
| |
(9) |
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Sole Dispositive Power
0 |
| |
(10) |
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Shared Dispositive Power
29,251,545 |
| (11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
29,251,545 |
| (12) |
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐ |
| (13) |
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Percent of Class Represented by Amount
in Row (11): 39.8% |
| (14) |
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Type of Reporting Person (See
Instructions): IN |
CUSIP No. 05454B105
| ITEM 1. |
SECURITY AND ISSUER |
This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed by the Reporting
Persons (as defined below) on May 23, 2019, as amended, with respect to the common stock, $0.001 par value per share (“Common Stock”), of Axcella Health Inc. (the “Issuer” or the “Company”).
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 |
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| 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 Fund IV GP.
v. Flagship Ventures Fund 2007, L.P., a Delaware limited partnership (“Flagship Fund
2007”). The general partner of Flagship Fund 2007 is Flagship Ventures Fund 2007 General Partner LLC, a Delaware limited liability company (“Flagship Fund 2007 GP”).
vi. Flagship Fund 2007 GP.
Dr. Afeyan is the sole manager of Flagship Fund 2007 GP.
vii. Flagship Ventures Opportunities Fund I, L.P., a Delaware limited partnership (“Flagship
Opportunities I”). The general partner of Flagship Opportunities I is Flagship Ventures Opportunities Fund I General Partner LLC, a Delaware limited liability company (“Flagship Opportunities GP”).
viii. Flagship Opportunities GP.
Dr. Afeyan is the sole manager of Flagship Opportunities GP.
ix. FPA, L.P., a Delaware limited partnership (“FPA Fund” and together with the
Flagship IV Funds, Flagship Fund 2007 and Flagship Opportunities I, the “Flagship Funds”). The general partner of FPA Fund is FPA General Partner LLC, a Delaware limited liability company (“FPA Fund GP”).
x. FPA Fund GP. The manager of FPA
Fund GP is Flagship Pioneering, Inc., a Delaware corporation (“Flagship Pioneering”).
xi. Flagship Pioneering. Dr. Afeyan is the Chief Executive Officer and sole shareholder 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.
CUSIP No. 05454B105
| ITEM 4. |
PURPOSE OF TRANSACTION |
Item 4 is hereby amended and supplemented as follows:
On
October 10, 2022, David R. Epstein, an Executive Partner at Flagship Pioneering, resigned from the Issuer’s board of directors. On the same date, Robert L. Rosiello, an Executive Partner at Flagship Pioneering, and Torben Straight Nissen,
a senior partner at Flagship Pioneering, were appointed to the Issuer’s board of directors, effective immediately.
The Reporting Persons, either
directly or indirectly through Mr. Rosiello and Mr. Nissen in their fiduciary capacities as directors of the Issuer, may engage in discussions from time to time with the Issuer’s board of directors, the Issuer’s management or the
Issuer’s other stockholders. These discussions may be with respect to (i) acquiring or disposing shares of Common Stock or other securities of the Issuer (collectively, the “Securities”); (ii) maintaining or changing the
Issuer’s business, operations, governance, management, strategy or capitalization; or (iii) implementing transactions that may relate to or may result in any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Additionally, the Reporting Persons may acquire or dispose of Securities through open market transactions, privately negotiated transactions or other methods.
October 2022 Securities Purchase Agreement
On
October 13, 2022, the Company entered into a Securities Purchase Agreement (the “October 2022 Purchase Agreement”) with Flagship Fund IV, Flagship Opportunities I, FPA Fund and certain other purchasers named therein (the
“Purchasers”), pursuant to which the Company agreed to issue and sell in a registered direct offering an aggregate of 20,847,888 shares of Common Stock at a purchase price of $1.64 per share (the “October 2022
Financing”). Pursuant to the October 2022 Purchase Agreement, at the closing of the October 2022 Financing on October 13, 2022, Flagship Fund IV, Flagship Opportunities I and FPA Fund purchased 2,743,902 shares, 914,634 shares and
3,048,780 shares of Common Stock, respectively.
The October 2022 Purchase Agreement contains customary representations, warranties, and agreements by the
Company, and customary indemnification and other obligations of the Company and the purchasers named therein. Pursuant to the terms of the October 2022 Purchase Agreement, the Company has also agreed to certain restrictions on the issuance and sale
of its securities until 60 days following the date of the October 2022 Purchase Agreement, subject to certain exceptions. Also, pursuant to the terms of the October 2022 Purchase Agreement, the Purchasers have certain rights to participate in
subsequent issuances of the Company’s securities during the 6 month period following the date of the October 2022 Purchase Agreement, subject to certain exceptions.
The shares of Common Stock were offered and sold by the Company pursuant to an effective shelf registration statement on Form
S-3 (File No. 333-238983), which was originally filed with the Securities and Exchange Commission on June 5, 2020, and was declared effective on June 12,
2020.
The foregoing summary of the October 2022 Purchase Agreement is qualified in its entirety by the full text of the October 2022 Purchase Agreement,
the form of which is filed herewith as Exhibit 99.2 and incorporated herein by reference.
Conversion of September 2022 Unsecured Convertible
Promissory Notes
In connection with the October 2022 Financing and pursuant to the terms for automatic conversion upon a Subsequent Financing under
the Securities Purchase Agreement dated September 20, 2022, the conversion price of the Notes became fixed at $1.64 and the Outstanding Balance plus accrued interest of the unsecured convertible promissory notes held by Flagship Fund IV and
Flagship Opportunities I automatically converted into 2,757,333 shares and 919,111 shares of Common Stock, respectively.
| ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Item 5(a)-(c) is hereby amended and restated as follows:
CUSIP No. 05454B105
(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 73,500,915 outstanding shares of Common Stock as of October 13, 2022, as provided by the Issuer to the Reporting Persons.
VentureLabs IV, Flagship Fund IV and Flagship Fund IV-Rx directly hold 2,035,830 shares, 14,101,638 shares and
2,004,657 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.
Flagship Fund 2007 directly holds 1,761,029 shares of
Common Stock. Flagship 2007 GP, as the general partner of Flagship Fund 2007, may be deemed to beneficially own the shares directly held by Flagship Fund 2007.
Flagship Opportunities I directly holds 6,299,611 shares of Common Stock. Flagship Opportunities GP, as the general partner of Flagship Opportunities I, may
be deemed to beneficially own the shares directly held by Flagship Opportunities I.
FPA Fund directly holds 3,048,780 shares of Common Stock. FPA Fund
GP, as the general partner of FPA Fund, and Flagship Pioneering, as manager of FPA Fund GP, may be deemed to beneficially own the shares held directly by FPA Fund.
Noubar B. Afeyan, Ph.D., as the sole manager of Flagship Fund IV GP, Flagship Fund 2007 GP and Flagship Opportunities GP and as Chief Executive Officer
and sole stockholder of Flagship Pioneering, may be deemed to beneficially own the shares directly held by the Flagship Funds.
(c) Except as reported in
Item 4 of this Statement, none of the Reporting Persons have effected transactions in the Common Stock of the Issuer during the past 60 days.
| ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS |
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| Exhibit 99.1 |
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Joint Filing Agreement (filed herewith). |
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| Exhibit 99.2 |
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October 2022 Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13,
2022). |
CUSIP No. 05454B105
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: October 17, 2022
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| FLAGSHIP VENTURELABS IV, LLC |
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| By: |
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Flagship Ventures Fund IV, L.P. |
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| By: |
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Flagship Ventures Fund IV General Partner LLC |
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Manager |
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| FLAGSHIP VENTURES FUND IV, L.P. |
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| By: |
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Flagship Ventures Fund IV General Partner LLC |
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Manager |
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| FLAGSHIP VENTURES FUND IV-Rx, L.P. |
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| By: |
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Flagship Ventures Fund IV General Partner LLC |
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Manager |
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| FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC |
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Manager |
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| FLAGSHIP VENTURES FUND 2007, L.P. |
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| By: |
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Flagship Ventures 2007 General Partner LLC |
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Manager |
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| FLAGSHIP VENTURES 2007 GENERAL PARTNER LLC |
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Manager |
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| FLAGSHIP VENTURES OPPORTUNITIES FUND I, L.P. |
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| By: |
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Flagship Ventures Opportunities Fund I General Partner LLC |
CUSIP No. 05454B105
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Manager |
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| FLAGSHIP VENTURES OPPORTUNITIES FUND I GENERAL PARTNER LLC |
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Manager |
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| FPA, L.P. |
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| By: |
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FPA General Partner LLC |
| By: |
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Flagship Pioneering, Inc. |
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Chief Executive Officer |
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| FPA GENERAL PARTNER LLC |
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| By: |
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Flagship Pioneering, Inc. |
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Chief Executive Officer |
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| FLAGSHIP PIONEERING, INC. |
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| By: |
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/s/ Noubar B. Afeyan, Ph.D. |
| Name: |
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Noubar B. Afeyan, Ph.D. |
| Title: |
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Chief Executive Officer |
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| /s/ Noubar B. Afeyan, Ph.D. |
| NOUBAR B. AFEYAN, PH.D. |
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