(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
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. ¨
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. 26886C107 |
|
|
1 |
Names of Reporting Persons
Eli Casdin |
|
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
☐ |
|
|
(b) |
☐ |
|
|
3 |
SEC Use Only |
|
|
4 |
Source of Funds: OO |
|
|
|
|
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): ☐ |
|
|
|
|
6 |
Citizenship or Place of Organization
United States of America |
Number of
Units
Beneficially
Owned by
Each
Reporting
Person With: |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
56,297,042 (1)(2)(3)(4) |
|
9 |
Sole Dispositive Power
0 |
|
10 |
Shared Dispositive Power
56,297,042 (1)(2)(3)(4) |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
56,297,042 (1)(2)(3)(4) |
|
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Units (See Instructions) ☐(3) |
|
|
13 |
Percent of Class Represented by Amount in Row (11)
11.5% |
|
|
14 |
Type of Reporting Person (See Instructions)
IN, HC, OO |
CUSIP No. 26886C107 |
|
|
1 |
Names of Reporting Persons
Casdin Capital, LLC |
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|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
☐ |
|
|
(b) |
☐ |
|
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3 |
SEC Use Only |
|
|
4 |
Source of Funds: OO |
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|
|
|
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
Units
Beneficially
Owned by
Each
Reporting
Person With: |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
39,527,669 (3)(4) |
|
9 |
Sole Dispositive Power
0 |
|
10 |
Shared Dispositive Power
39,527,669 (3)(4) |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
39,527,669 (3)(4) |
|
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Units (See Instructions) ☐(3) |
|
|
13 |
Percent of Class Represented by Amount in Row (11)
8.1% |
|
|
14 |
Type of Reporting Person (See Instructions)
IA |
CUSIP No. 26886C107 |
|
|
1 |
Names of Reporting Persons
Casdin Partners GP, LLC |
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|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
☐ |
|
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(b) |
☐ |
|
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3 |
SEC Use Only |
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|
4 |
Source of Funds: OO |
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|
|
|
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
Units
Beneficially
Owned by
Each
Reporting
Person With: |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
30,214,933 (3)(4) |
|
9 |
Sole Dispositive Power
0 |
|
10 |
Shared Dispositive Power
30,214,933 (3)(4) |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
30,214,933 (3)(4) |
|
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Units (See Instructions) ☐(3) |
|
|
13 |
Percent of Class Represented by Amount in Row (11)
6.2% |
|
|
14 |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 26886C107 |
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|
1 |
Names of Reporting Persons
CMLS Holdings III LLC |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
☐ |
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(b) |
☐ |
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3 |
SEC Use Only |
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|
4 |
Source of Funds: OO |
|
|
|
|
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
Units
Beneficially
Owned by
Each
Reporting
Person With: |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
16,769,373 (1)(2) |
|
9 |
Sole Dispositive Power
0 |
|
10 |
Shared Dispositive Power
16,769,373 (1)(2) |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,769,373 (1)(2) |
|
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Units (See Instructions) ☐ (3) |
|
|
13 |
Percent of Class Represented by Amount in Row (11)
3.4% |
|
|
14 |
Type of Reporting Person (See Instructions)
HC, OO |
CUSIP No. 26886C107 |
|
|
1 |
Names of Reporting Persons
Casdin Partners Master Fund, L.P. |
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|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
☐ |
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(b) |
☐ |
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3 |
SEC Use Only |
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|
4 |
Source of Funds: WC |
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|
|
|
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
Units
Beneficially
Owned by
Each
Reporting
Person With: |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
30,214,933 (3)(4) |
|
9 |
Sole Dispositive Power
0 |
|
10 |
Shared Voting Power
30,214,933 (3)(4) |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
30,214,933 (3)(4) |
|
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Units (See Instructions) ☐ (3) |
|
|
13 |
Percent of Class Represented by Amount in Row (11)
6.2% |
|
|
14 |
Type of Reporting Person (See Instructions)
HC, OO |
CUSIP No. 26886C107 |
|
|
1 |
Names of Reporting Persons
Casdin Ventures Opportunities Funds, L.P. |
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|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
☐ |
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(b) |
☐ |
|
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3 |
SEC Use Only |
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|
4 |
Source of Funds: WC |
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|
|
|
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
Units
Beneficially
Owned by
Each
Reporting
Person With: |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
3,824,572 (3) |
|
9 |
Sole Dispositive Power
0 |
|
10 |
Shared Dispositive Power
3,824,572 (3) |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,824,572 (3) |
|
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Units (See Instructions) ☐ (3) |
|
|
13 |
Percent of Class Represented by Amount in Row (11)
* |
|
|
14 |
Type of Reporting Person (See Instructions)
HC, OO |
CUSIP No. 26886C107 |
|
|
1 |
Names of Reporting Persons
Casdin Private Growth Equity Fund GP, LLC |
|
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
☐ |
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(b) |
☐ |
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|
3 |
SEC Use Only |
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|
4 |
Source of Funds: WC |
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|
|
|
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
Units
Beneficially
Owned by
Each
Reporting
Person With: |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
5,488,164 (3) |
|
9 |
Sole Dispositive Power
0 |
|
10 |
Shared Dispositive Power
5,488,164 (3) |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,488,164 (3) |
|
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Units (See Instructions) ☐ (3) |
|
|
13 |
Percent of Class Represented by Amount in Row (11)
1.1% |
|
|
14 |
Type of Reporting Person (See Instructions)
HC, OO |
|
* |
Less than one percent. |
|
(1) |
Reflects 8,659,372 shares of Common Stock of EQRx,
Inc. (the “Issuer”) par value $0.0001 per share (“Common Stock”).
|
|
(2) |
Includes 8,110,001 warrants to purchase Common Stock
issuable upon the exercise of 8,110,001 warrants of the Issuer. Each warrant is exercisable to purchase one share of Common Stock at a
price of $11.50 per share, subject to adjustment, becomes exercisable April 9, 2022, as described in the December 1, 2021 definitive proxy
statement/prospectus filed with the U.S. Securities Exchange Commission (File No. 333-259054) (the “Definitive Proxy Statement”).
|
|
(3) |
Includes an aggregate 34,527,669 shares of
Common Stock (i) 25,214,933 held of record by Casdin Partners Master Fund, L.P. (“CPMF”), (ii) 3,824,572 held of record
by Casdin Venture Opportunities Fund, L.P. (“CVOF”) and (iii) 5,488,164 held of record by Casdin Private Growth Equity
Fund GP, LLC. (“CPGEF” and together with CPMF and CVOF, the “Casdin Funds”). The shares held by the Casdin
Funds may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master
Fund, L.P. ("CPMF"), Casdin Venture Opportunities Fund, L.P. ("CVOF") and Casdin Private Growth Equity Fund GP,
LLC. ("CPGEF" and together with CPMF and CVOF, the "Casdin Funds") (ii) Casdin Partners GP, LLC, the general
partner of CPMF, (iii) Casdin Venture Opportunities Fund GP, LLC, the general partner to CVOF, (iv) Casdin Private Growth Equity
Funds GP, LLC, the general partner of CPGEF and (v) Eli Casdin, the managing member of Casdin Capital, LLC, Casdin Venture
Opportunities Fund GP, LLC, Casdin Private Growth Equity Funds GP, LLC and Casdin Partners GP, LLC. The shares held by Casdin
Partners GP, LLC may be deemed to be indirectly beneficially owned by Eli Casdin, the managing member of Casdin Partners GP,
LLC. The address for the Casdin entities noted herein is 1350 Avenue of the Americas, Suite 2600, New York, New York 10019. Mr.
Casdin disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
|
|
(4) |
Includes 5,000,000 shares issued in the PIPE
Investment to Casdin Partners Master Fund, L.P. The shares may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC,
the investment adviser to Casdin Partners Master Fund, L.P., (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master
Fund L.P., and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. |
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|
SCHEDULE 13D
Item 1(a) |
|
Security and Issuer.
Common stock, par value $0.0001 per share of EQRx, Inc. (the “Issuer”) |
Item 1(b) |
|
Address of Issuer’s Principal Executive Offices.
50 Hampshire Street, Cambridge, Massachusetts 02139 |
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|
|
Item 2(a) |
|
Name of Person Filing. |
|
|
This statement is filed on behalf of each of the following person (collectively, the “Reporting Persons”): |
|
|
|
i. |
Eli Casdin (“Mr. Casdin”), a member of the Board of Managers of CMLS Holdings III LLC (“CMLS Holdings III”) and the holder of record of the Common Stock (as defined below) reported herein; |
|
|
|
ii. |
Casdin Capital, LLC; |
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|
|
iii. |
Casdin Partners GP, LLC; |
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|
|
iv. |
CMLS Holdings III; |
|
|
|
v. |
Casdin Partners Master Fund, L.P., an affiliate of CMLS Holdings III; |
|
|
|
vi. |
Casdin Venture Opportunities Fund, L.P., an affiliate of CMLS Holdings III; and |
|
|
|
vii. |
Casdin Private Growth Equity Fund GP, LLC. |
|
|
The foregoing persons are hereinafter sometimes collectively
referred to as the “Reporting Persons.” Any disclosures herein with respect to a Reporting Persons is made by such Reporting
Persons.
The filing of this statement should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
The Reporting Persons have entered into a joint filing
agreement, filed as Exhibit A to this Schedule 13D, pursuant to which the Reporting Persons agreed to file the Schedule 13D and any amendments
thereto in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
Item 2(b) |
|
Address of Principal Business Office. |
|
|
The address of the principal business office of each of the Reporting Persons is c/o Casdin Capital, LLC, 1350 Avenue of the Americas, Suite 2600, New York, NY 10019. |
|
|
|
Item 2(c) |
|
The principal occupation of Mr. Casdin is serving as Chief Investment Officer of Casdin Capital, LLC. |
|
|
|
Item 2(d) |
|
None of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. |
|
|
|
Item 2(e) |
|
None of the Reporting Persons has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining them from engaging in future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years. |
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|
|
Item 2(f) |
|
Citizenship. |
|
|
|
i. |
Mr. Casdin is a citizen of the United States of America; |
|
|
|
ii. |
Casdin Capital, LLC is a Delaware limited liability company; |
|
|
|
iii. |
Casdin Partners GP, LLC is a Delaware limited liability company; |
|
|
|
iv. |
CMLS Holdings III is a Delaware limited liability company; |
|
|
|
v. |
Casdin Partners Master Fund, l.P. is a Delaware limited partnership; |
|
|
|
vi. |
Casdin Venture Opportunities Fund, L.P., is a Delaware limited partnership; and |
|
|
|
vii. |
Casdin Private Growth Equity Fund GP, LLC is a Delaware limited liability company. |
|
|
|
|
|
Item 3 |
Source and Amount of Funds or Other Consideration. |
The shares of Common Stock reported on this Statement
were acquired in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 5,
2021, by and among CM Life Sciences III Inc. (“CMLS III” or the “Company”), Clover III Merger Sub Inc. (“Merger
Sub”) and EQRx, Inc. (“EQRx”) (as so amended and may be further amended from time to time, the “Merger Agreement”).
Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into EQRx with EQRx surviving the merger as a wholly owned subsidiary
of CMLS III, which was renamed “EQRx International, Inc.” (the “Merger” and together with the other transactions
contemplated by the Merger Agreement, the “Business Combination”).
Item 4 |
Purpose of Transaction |
The shares of Common Stock reported on this Statement
were acquired for investment purposes. The Reporting Persons expect to evaluate on an ongoing basis the Company’s financial condition
and prospects and their respective interests in, and intentions with respect to, the Company and their respective investments in the securities
of the Company, which review may be based on various factors, including the Company’s business and financial condition, results
of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Company’s
securities in particular, as well as other developments and other investment opportunities. Accordingly, each Reporting Person reserves
the right to change its intentions, as it deems appropriate. In particular, each Reporting Person may, subject to any restrictions on
the Reporting Persons pursuant to the agreements entered into in connection with the Business Combination, at any time and from time to
time, in the open market, in privately negotiated transactions or otherwise, increase its holdings in the Company or dispose of all or
a portion of the securities of the Company that such Reporting Person now owns or may hereafter acquire, including sales pursuant to the
exercise of the registration rights provided for in the Registration Rights Agreement (as defined below). In addition, the Reporting Persons
may engage in discussions with management and members of the Company’s board of directors regarding the Company, including, but
not limited to, the Company’s business and financial condition, results of operations and prospects.
In connection with the acquisition of the Common Stock
included in this Statement, the Reporting Persons entered into an Amended and Restated Registration Rights Agreement, dated as of December
17, 2021, by and among CMLS III, certain Reporting Persons and the other parties thereto (the “Registration Rights Agreement”)
setting forth, among other things, certain rights and restrictions pertaining to the ownership and disposition of Common Stock by such
Reporting Persons and their controlled affiliates. A copy of the Registration Rights Agreement is included as Exhibit 1 to this Statement.
Except as set forth above in this Item 4, the Reporting
Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D under the Act.
On November 23, 2022, Mr. Casdin, a director of the
Issuer, notified the Issuer of his decision to step down from the Board of Directors of the Issuer, effective as of November 23, 2022.
Mr. Casdin’s decision was not the result of any disagreement with the Issuer on matters related to the Issuer’s operations,
policies or practices.
Item 5 |
Interest in the Securities of the Issuer |
The information set forth in the facing pages of this
Schedule 13D with respect to the shared beneficial ownership of Common Stock by the Reporting Persons is incorporated by reference into
this Item 5.
The information set forth in Items 2, 3 and 4 is hereby
incorporated by reference into this Item 5.
(a) The aggregate number of shares of Common Stock
and the percentage of total outstanding shares of Common Stock beneficially owned by the Reporting Persons is set forth below. References
to percentage ownerships of shares of Common Stock in this Statement are based upon the 488,433,373 shares of Common Stock stated to be
outstanding as of November 4, 2022 in the Company’s 10-Q filed with the Securities and Exchange Commission on November 10, 2022.
The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any
other Reporting Person.
(b) Eli Casdin has shared power to vote or to direct
the vote and shared power to dispose or to direct the disposition of 56,297,042 of the Common Stock reported in (a) above.
(c) Casdin Capital, LLC has shared power to vote or
to direct the vote and shared power to dispose or to direct the disposition of 39,527,669 of the Common Stock reported in (a) above.
(c) Casdin Partners GP, LLC and CPMF have shared power
to vote or to direct the vote and shared power to dispose or to direct the disposition of 30,214,933 of the Common Stock reported in (a)
above.
The Reporting Persons have not effected any transactions in the Company’s
Common Stock during the past 60 days.
No person other than the Reporting Persons is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock
beneficially owned by the Reporting Persons.
Item 6 |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 2, 3, 4 and 5 is
hereby incorporated by reference into this Item 6. The Reporting Persons are party to the following contracts, agreements and understanding
with respect to securities of the Company:
Registration Rights Agreement
In connection with the execution of the Business Combination
Agreement, the Company, CMLS Holdings III and certain other parties thereto (collectively, the “rights holders”) entered into
the Amended and Restated Registration Rights Agreement which amends and restates in its entirety the existing registration rights agreement,
dated April 6, 2021, by and between the Company and the parties thereto. Pursuant to the terms of the Amended and Restated Registration
Rights Agreement, the Company is to prepare and file with the SEC, no later than 30 days after the Closing Date, a shelf registration
statement for an offering to be made on a continuous basis from time to time with respect to the resale of the registrable shares under
the Amended and Restated Registration Rights Agreement. The Company is further required to use commercially reasonable efforts to cause
such shelf registration statement to be declared effective as soon as possible after filing, but in no event later than the earlier of
60 days following the filing date thereof and five business days after the SEC notifies the Company that it will not review such registration
statement, subject to extension in the event that the registration is subject comments from the SEC.
In addition, pursuant to the terms of the Amended
and Restated Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the
number of demand rights that may be exercised, the rights holders may demand at any time or from time to time, that the Company file a
registration statement on Form S-1 or Form S-3 to register certain shares of the Company’s Class A common stock held by such rights
holders. The Amended and Restated Registration Rights Agreement will also provide the rights holders with “piggy-back” registration
rights, subject to certain requirements and customary conditions. The Company will bear the expenses incurred in connection with the filing
of any such registration statement.
This summary description does not purport to be complete,
and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 1 to this Statement.
Insider Letter
CMLS III, CMLS Holdings III and each insider and CMLS
Holdings III entered into the Insider Letter providing for a lock-up in relation to CMLS Holdings II’s Class B common stock (as
defined in the Insider Letter) of CMLS III or any shares of Class A common stock (as defined in the Insider Letter) of CMLS II until the
earlier of (a) one year after the completion of CMLS’s initial business combination and (b) subsequent to the business combination,
(x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-day trading day period commencing at least 180
days after CMLS’s initial business combination or (y) the date following the completion of CMLS’s initial business combination
on which CMLS completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all
of CMLS’s stockholders having the right to exchange their shares of Class A common stock for cash securities or other property.
CMLS Holdings II and each insider also agreed not to transfer any private placement warrants (or any share of Class A common stock issued
or issuable upon the exercise of the private placement warrants), until 30 days after the completion of a business combination.
This summary description does not purport to be complete,
and is qualified in its entirety by reference to the Insider Letter, a copy of which is filed as Exhibit 2 to this Statement.
Item 7
Exhibit No. |
|
Description |
A |
|
Joint Filing Agreement |
|
|
|
1 |
|
Amended and Restated Registration Rights Agreement, dated as of December 17, 2021, by and among CMLS III, CMLS Holdings III LLC and certain other parties (incorporated by reference as Exhibit 10.1 of the Company’s Form 8-K, filed with the SEC on December 20, 2021). |
|
|
|
2 |
|
Letter Agreement, dated as of August 5, 2021, by and among CMLS III, CMLS Holdings III and certain other parties signatory thereto (incorporated by reference as Exhibit 10.2 of the Company’s Form 8-K, filed with the SEC on December 20, 2021). |
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.
Date: November 29, 2022 |
ELI CASDIN |
|
|
|
By: |
/s/ Eli Casdin |
|
Name: Eli Casdin |
|
|
|
|
Date: November 29, 2022 |
CASDIN CAPITAL, LLC |
|
|
|
By: |
/s/ Eli Casdin |
|
Name: Eli Casdin |
|
Title: Managing Member |
|
|
|
|
Date: November 29, 2022 |
CASDIN PARTNERS GP, LLC |
|
|
|
By: |
/s/ Eli Casdin |
|
Name: Eli Casdin |
|
Title: Managing Member |
|
|
|
|
Date: November 29, 2022 |
CMLS HOLDINGS III LLC |
|
|
|
By: |
/s/ Eli Casdin |
|
Name: Eli Casdin |
|
Title: Manager |
|
|
|
|
Date: November 29, 2022 |
CASDIN PARTNERS MASTER FUND, L.P. |
|
By: Casdin Capital LLC, its Investment Adviser
|
|
By: |
/s/ Eli Casdin |
|
Name: Eli Casdin |
|
Title: Managing Member |
|
|
|
|
Date: November 29, 2022 |
CASDIN VENTURE OPPORTUNITIES FUND, L.P.
By: Casdin Partners GP, LLC, its General Partner |
|
|
|
By: |
/s/ Eli Casdin |
|
Name: Eli Casdin |
|
Title: Managing Member |
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Date: November 29, 2022 |
CASDIN PRIVATE GROWTH EQUITY FUND GP, LLC |
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By: |
/s/ Eli Casdin |
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Name: Eli Casdin |
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Title: Managing Member |
EXHIBIT INDEX
Ex. |
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A |
Joint Filing Agreement |
1 |
Amended and Restated Registration Rights Agreement, dated as of December 17, 2021, by and among CMLS III, CMLS Holdings III LLC and certain other parties (incorporated by reference as Exhibit 10.1 of the Company’s Form 8-K, filed with the SEC on December 20, 2021). |
2 |
Letter Agreement, dated as of August 5, 2021, by and among CMLS III, CMLS Holdings III and certain other parties signatory thereto (incorporated by reference as Exhibit 10.2 of the Company’s Form 8-K, filed with the SEC on December 20, 2021). |
EXHIBIT A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
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 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.
Date: November 29, 2022 |
ELI CASDIN |
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By: |
/s/ Eli Casdin |
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Name: Eli Casdin |
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Date: November 29, 2022 |
CASDIN CAPITAL, LLC |
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By: |
/s/ Eli Casdin |
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Name: Eli Casdin |
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Title: Managing Member |
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Date: November 29, 2022 |
CASDIN PARTNERS GP, LLC |
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By: |
/s/ Eli Casdin |
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Name: Eli Casdin |
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Title: Managing Member |
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Date: November 29, 2022 |
CMLS HOLDINGS III LLC |
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By: |
/s/ Eli Casdin |
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Name: Eli Casdin |
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Title: Manager |
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Date: November 29, 2022 |
CASDIN PARTNERS MASTER FUND, L.P. |
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By: Casdin Capital LLC, its Investment Adviser
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By: |
/s/ Eli Casdin |
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Name: Eli Casdin |
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Title: Managing Member |
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Date: November 29, 2022 |
CASDIN VENTURE OPPORTUNITIES FUND, L.P.
By: Casdin Partners GP, LLC, its General Partner |
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By: |
/s/ Eli Casdin |
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Name: Eli Casdin |
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Title: Managing Member |
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Date: November 29, 2022 |
CASDIN PRIVATE GROWTH EQUITY FUND GP, LLC |
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By: |
/s/ Eli Casdin |
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Name: Eli Casdin |
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Title: Managing Member |