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    Amendment: SEC Form SCHEDULE 13D/A filed by MBX Biosciences Inc.

    8/20/25 5:23:18 PM ET
    $MBX
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $MBX alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)


    MBX Biosciences, Inc.

    (Name of Issuer)


    Common Stock, $0.0001 par value per share

    (Title of Class of Securities)


    55287L101

    (CUSIP Number)


    Steve R. Bailey
    601 Union Street, Suite 3200,
    Seattle, WA, 98101
    (206) 621-7200

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    08/18/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    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).






    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    Frazier Life Sciences Public Fund, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    1,103,920.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    1,103,920.00
    11Aggregate amount beneficially owned by each reporting person

    1,103,920.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    3.3 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    FHMLSP, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    1,103,920.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    1,103,920.00
    11Aggregate amount beneficially owned by each reporting person

    1,103,920.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    3.3 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    FHMLSP, L.L.C.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    1,103,920.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    1,103,920.00
    11Aggregate amount beneficially owned by each reporting person

    1,103,920.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    3.3 %
    14Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    Frazier Life Sciences Public Overage Fund, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    325,653.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    325,653.00
    11Aggregate amount beneficially owned by each reporting person

    325,653.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    1.0 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    FHMLSP Overage, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    325,653.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    325,653.00
    11Aggregate amount beneficially owned by each reporting person

    325,653.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    1.0 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    FHMLSP Overage, L.L.C.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    325,653.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    325,653.00
    11Aggregate amount beneficially owned by each reporting person

    325,653.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    1.0 %
    14Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    Frazier Life Sciences X, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    4,552,774.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    4,552,774.00
    11Aggregate amount beneficially owned by each reporting person

    4,552,774.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    13.6 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    FHMLS X, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    4,552,774.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    4,552,774.00
    11Aggregate amount beneficially owned by each reporting person

    4,552,774.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    13.6 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    FHMLS X, L.L.C.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    4,552,774.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    4,552,774.00
    11Aggregate amount beneficially owned by each reporting person

    4,552,774.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    13.6 %
    14Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    Frazier Life Sciences XI, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    3,000.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    3,000.00
    11Aggregate amount beneficially owned by each reporting person

    3,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    FHMLS XI, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    3,000.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    3,000.00
    11Aggregate amount beneficially owned by each reporting person

    3,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    FHMLS XI, L.L.C.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    3,000.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    3,000.00
    11Aggregate amount beneficially owned by each reporting person

    3,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:
    The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    James N. Topper
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    4,552,774.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    4,552,774.00
    11Aggregate amount beneficially owned by each reporting person

    4,552,774.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    13.6 %
    14Type of Reporting Person (See Instructions)

    IN

    Comment for Type of Reporting Person:
    The Aggregate Amount represents 4,552,774 shares of Common Stock held directly by Frazier Life Sciences X, L.P. The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    Patrick J. Heron
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    4,323.00
    8Shared Voting Power

    4,552,774.00
    9Sole Dispositive Power

    4,323.00
    10Shared Dispositive Power

    4,552,774.00
    11Aggregate amount beneficially owned by each reporting person

    4,557,097.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    13.6 %
    14Type of Reporting Person (See Instructions)

    IN

    Comment for Type of Reporting Person:
    The Aggregate Amount represents (i) 4,323 shares of Common Stock that are issuable upon the exercise of options held directly by Patrick J. Heron, and (ii) 4,552,774 shares of Common Stock held directly by Frazier Life Sciences X, L.P. The Percent of Class is calculated based on 33,593,866 shares of the Issuer's Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    Albert Cha
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    James Brush
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    55287L101


    1 Name of reporting person

    Daniel Estes
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, $0.0001 par value per share
    (b)Name of Issuer:

    MBX Biosciences, Inc.
    (c)Address of Issuer's Principal Executive Offices:

    11711 N. Meridian Street, Suite 300, Carmel, INDIANA , 46032.
    Item 1 Comment:
    This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends the statement on Schedule 13D filed on September 23, 2024 (the "Original Schedule 13D" and this Amendment No. 1, the "Schedule 13D"). Except as otherwise specified in Amendment No. 1, all items in the Original Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D.
    Item 3.Source and Amount of Funds or Other Consideration
     
    Prior to the Issuer's initial public offering (the "IPO"), in a series of private transactions, (i) FLS X purchased from the Issuer 18,922,852 shares of Series A Preferred Stock ("Series A Stock") for an aggregate approximate purchase price of $13,000,000 and 28,297,265 shares of Series B Preferred Stock ("Series B Stock") for an aggregate approximate purchase price of $25,065,525, (ii) FLSPF purchased from the Issuer 7,497,087 shares of Series C Preferred Stock ("Series C Stock"), for an aggregate approximate purchase price of $7,722,000, and (iii) FLSPOF purchased from the Issuer 2,211,650 shares of Series C Stock for an aggregate approximate purchase price of $2,278,000. Upon closing of the IPO, the shares of Series A Stock, Series B Stock and Series C Stock held by FLS X, FLSPF and FLSPOF automatically converted into shares of Common Stock of the Issuer on a 12.0221-to-1 basis (the "Conversion), resulting in (i) FLS X holding a total of 3,927,774 shares of Common Stock, (ii) FLSPF holding a total of 623,608 shares of Common Stock, and (iii) FLSPOF holding a total of 183,965 shares of Common Stock, in each case on an as-converted basis following the Conversion. In addition, at the time of the IPO, (i) FLS X purchased an aggregate of 625,000 shares of Common Stock of the Issuer at the IPO price of $16.00 per share, (ii) FLSPF purchased an aggregate of 480,312 shares of Common Stock of the Issuer at the IPO price of $16.00 per share, (iii) FLSPOF purchased an aggregate of 141,688 shares of Common Stock of the Issuer at the IPO price of $16.00 per share and (iv) FLS XI purchased an aggregate of 3,000 shares of Common Stock of the Issuer at the IPO price of $16.00 per share (items (i)-(iv) together, the "IPO Purchases"). As of the date of this filing, (i) FLS X holds 4,552,774 shares of the Issuer's Common Stock (the "FLS X Shares"); (ii) FLSPF holds 1,103,920 shares of the Issuer's Common Stock (the "FLSPF Shares"); (iii) FLSPOF holds 325,653 shares of the Issuer's Common Stock (the "FLSPOF Shares"); and (iv) FLS XI holds 3,000 shares of the Issuer's Common Stock (the "FLS XI Shares"). The working capital of FLSPF, FLSPOF, FLS X and FLS XI was the source of the funds for the purchase of the FLSPF Shares, the FLSPOF Shares, the FLS X Shares and the FLS XI Shares. No part of the purchase price of the FLSPF Shares, the FLSPOF Shares, the FLS X Shares or the FLS XI Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the FLSPF Shares, the FLSPOF Shares, the FLS X Shares or the FLS XI Shares.
    Item 5.Interest in Securities of the Issuer
    (a)
    The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. FLSPF directly holds 1,103,920 shares of the Issuer's Common Stock (the "FLSPF Shares"). FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF, and this Schedule 13D corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements. FLSPOF directly holds 325,653 shares of the Issuer's Common Stock (the "FLSPOF Shares"). FHMLSP Overage, L.P. is the general partner of FLSPOF and the general partner of FHMLSP Overage, L.P. is FHMLSP Overage, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPOF, and this Schedule 13D corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements. FLS X directly holds 4,552,774 shares of the Issuer's Common Stock (the "FLS X Shares"). FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the FLS X Shares. FLS XI directly holds 3,000 shares of the Issuer's Common Stock (the "FLS XI Shares"). FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI, and this Schedule 13D corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements. Except as specifically stated herein, the filing of this Schedule 13D shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D or a member of a "group" with any other person.
    (b)
    The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit 10.1 Second Amended and Restated Investors' Rights Agreement (incorporated by reference to Exhibit 4.1 to the Issuer's Registration Statement on Form S-1 filed with the Commission on August 23, 2024). Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13D filed on September 23, 2024).

        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.

     
    Frazier Life Sciences Public Fund, L.P.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
    Date:08/20/2025
     
    FHMLSP, L.P.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
    Date:08/20/2025
     
    FHMLSP, L.L.C.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLSP, L.L.C.
    Date:08/20/2025
     
    Frazier Life Sciences Public Overage Fund, L.P.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P., GP of Frazier Life Sciences Public Overage Fund, L.P.
    Date:08/20/2025
     
    FHMLSP Overage, L.P.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P.
    Date:08/20/2025
     
    FHMLSP Overage, L.L.C.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C.
    Date:08/20/2025
     
    Frazier Life Sciences X, L.P.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
    Date:08/20/2025
     
    FHMLS X, L.P.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
    Date:08/20/2025
     
    FHMLS X, L.L.C.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLS X, L.L.C.
    Date:08/20/2025
     
    Frazier Life Sciences XI, L.P.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
    Date:08/20/2025
     
    FHMLS XI, L.P.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
    Date:08/20/2025
     
    FHMLS XI, L.L.C.
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, CFO of FHMLS XI, L.L.C.
    Date:08/20/2025
     
    James N. Topper
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
    Date:08/20/2025
     
    Patrick J. Heron
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, Attorney-in-Fact for Patrick J. Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
    Date:08/20/2025
     
    Albert Cha
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, Attorney-in-Fact for Albert Cha, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
    Date:08/20/2025
     
    James Brush
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, Attorney-in-Fact for James Brush, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
    Date:08/20/2025
     
    Daniel Estes
     
    Signature:/s/ Steve R. Bailey
    Name/Title:By Steve R. Bailey, Attorney-in-Fact for Daniel Estes, pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022
    Date:08/20/2025
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