Sofinnova Amends Vera Therapeutics Stake

TL;DR

Sofinnova updated their Vera Therapeutics filing on 3/26. Ownership details TBD.

AI Summary

Sofinnova Venture Partners X, L.P. and its affiliates, including Dr. James I. Healy and Dr. Maha Katabi, have amended their Schedule 13D filing regarding Vera Therapeutics, Inc. as of March 26, 2024. The filing indicates a change in their beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. The group's primary business address is in Menlo Park, California.

Why It Matters

Changes in significant shareholder filings like this can signal shifts in investment strategy or confidence, potentially impacting the stock price of Vera Therapeutics.

Risk Assessment

Risk Level: medium — Schedule 13D filings indicate significant ownership stakes, and amendments can signal changes in strategy or control, which carry inherent investment risk.

Key Players & Entities

• Sofinnova Venture Partners X, L.P. (company) — Filing entity
• Vera Therapeutics, Inc. (company) — Subject company
• Dr. James I. Healy (person) — Group member
• Dr. Maha Katabi (person) — Group member
• Sofinnova Management X, L.P. (company) — Group member
• Sofinnova Management X-A, L.L.C. (company) — Group member
• Sofinnova Investments, Inc. (company) — Filing representative
• Nathalie Auber (person) — Filing representative

FAQ

Key Financial Figures

• $0.001 — (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securitie
• $0.5918 — from the Issuer at a purchase price of $0.5918 per share, or $14,999,999.52 in the agg
• $14,999,999.52 — purchase price of $0.5918 per share, or $14,999,999.52 in the aggregate. In connection with th
• $11.00 — of Common Stock at an exercise price of $11.00 per share. The shares subject to the op
• $7,999,992 — purchase price of $11.00 per share, or $7,999,992 in the aggregate. Such purchase occurre
• $15.00 — of Common Stock at a purchase price of $15.00 per share, or $3,999,999.00 in the aggr
• $3,999,999.00 — purchase price of $15.00 per share, or $3,999,999.00 in the aggregate, in open market purcha
• $16.14 — of Common Stock at an exercise price of $16.14 per share. The shares subject to the op
• $7.00 — of Common Stock at a purchase price of $7.00 per share, or $1,999,998.00 in the aggr
• $1,999,998.00 — a purchase price of $7.00 per share, or $1,999,998.00 in the aggregate. Such purchases occurr
• $7.70 — of Common Stock at an exercise price of $7.70 per share. The shares subject to the op
• $31.00 — of Common Stock at a purchase price of $31.00 per share, or $4,999,990.00 in the aggr
• $4,999,990.00 — purchase price of $31.00 per share, or $4,999,990.00 in the aggregate. Such purchases occurr
• $43.00 — on Stock at a weighted average price of $43.00 per share, or $1,408,518.88 in the aggr
• $1,408,518.88 — d average price of $43.00 per share, or $1,408,518.88 in the aggregate, in open market sales.

Filing Documents

• tm249874d1_sc13da.htm (SC 13D/A) — 130KB
• 0001104659-24-039188.txt ( ) — 132KB

SECURITY AND ISSUER

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 8000 Marina Boulevard, Suite 120, Brisbane, California 94005.

IDENTITY AND BACKGROUND

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 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.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On October 29, 2020, SVP X purchased 25,346,400 shares of Series C Preferred Stock from the Issuer at a purchase price of $0.5918 per share, or $14,999,999.52 in the aggregate. In connection with the Issuer’s initial public offering of Common Stock (the “Offering”), the Issuer’s Series C Preferred Stock automatically converted into shares of Common Stock on an 11.5869:1 basis (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock effected by the Issuer on May 7, 2021). CUSIP NO. 92337R101 13D Page 8 of 15 On May 13, 2021, the Issuer granted Katabi a stock option to purchase 9,925 shares of Common Stock at an exercise price of $11.00 per share. The shares expire on May 12, 2031. In connection with the Offering, SVP X purchased 727,272 shares of Common Stock from the Issuer at a purchase price of $11.00 per share, or $7,999,992 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 May 17, 2021 with the Securities and Exchange Commission (the “Prospectus”). On February 10, 2022, SVP X purchased 266,666 shares of Common Stock at a purchase price of $15.00 per share, or $3,999,999.00 in the aggregate, in open market purchases. On May 24, 2022, the Issuer granted Katabi a stock option to purchase 9,925 shares of Common Stock at an exercise price of $16.14 per share. The shares expire on May 23, 2032. The Issuer filed a Prospectus Supplement pursuant to Rule 424(b)(5) on February 2, 2023 with the Securities and Exchange Commission (the “2023 Prospectus Suppleme

PURPOSE OF TRANSACTION

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.

INTEREST IN SECURITIES OF THE ISSUER

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 52,497,462 shares of Common Stock outstanding immediately after the January 2024 Follow-on Offering , as reported in the Issuer’s 2024 Prospectus Supplement. (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. CUSIP NO. 92337R101 13D Page 10 of 15

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

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, Cowen and Company, LLC and Evercore Group L.L.C., 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, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or enter into any hedging, swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of cash or otherwise. 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. 1 to Form S-1 Registration Statement (File No. 333-255492), and such description is incorporated herein by reference. SVP X is a party to a Second Amended and Restated Investors’ Rights Agreement among the Issuer, SVP X and other shareholders. Subject to the terms of such Second Amended and Restated 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 Second Amended and Restated Investors’ Rights Agreement dated as of October 29, 2020 is more fully described in the Prospectus and was filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration St

MATERIAL TO BE FILED AS EXHIBITS

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. 1 to Form S-1 Registration Statement (File No. 333-255492 ) is incorporated herein by reference. EXHIBIT D Second Amended and Restated Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File No. 333-255492 ) is incorporated herein by reference. EXHIBIT E Form of Indemnification Agreement described in Item 6, filed as Exhibit 10.8 to the Issuer’s Amendment No. 1 to Form S-1 Registration Statement (File No. 333-255492) is incorporated herein by reference. EXHIBIT F Form of Lock-Up Agreement described in Item 6, filed as Exhibit A to Exhibit 1.1 to the Issuer’s Form 8-K ( File No. 001-40407) on February 2, 2023, is incorporated herein by reference. EXHIBIT G Form of Lock-Up Agreement described in Item 6, filed as Exhibit A to Exhibit 1.1 to the Issuer’s Form 8-K ( File No. 001-40407) on January 30, 2024, is incorporated herein by reference. CUSIP NO. 92337R101 13D Page 12 of 15

SIGNATURES

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: March 26, 2024 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. HEA

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