Form SC 13G - Statement of Beneficial Ownership by Certain Investors
02 November 2024 - 1:30AM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Marinus
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
56854Q200
(CUSIP Number)
October 25, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
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 the disclosures provided in a prior cover page. |
The information required in 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).
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| CUSIP No. 56854Q200 |
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Schedule 13G |
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Page 1 of 9 |
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| 1 |
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Names of Reporting Persons
Panacea Innovation Limited |
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Check the Appropriate Box if a
Member of a Group
(a) ☐ (b) ☐ |
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SEC Use Only
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Citizenship or Place of
Organization Cayman
Islands |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
5,500,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
5,500,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,000 |
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class Represented by
Amount in Row 9 9.98% |
| 12 |
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Type of Reporting Person
CO |
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| CUSIP No. 56854Q200 |
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Schedule 13G |
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Page 2 of 9 |
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| 1 |
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Names of Reporting Persons
Panacea Venture Healthcare Fund II, L.P. |
| 2 |
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Check the Appropriate Box if a
Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Cayman
Islands |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
5,500,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
5,500,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,000 |
| 10 |
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class Represented by
Amount in Row 9 9.98% |
| 12 |
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Type of Reporting Person
PN |
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| CUSIP No. 56854Q200 |
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Schedule 13G |
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Page 3 of 9 |
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| 1 |
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Names of Reporting Persons
Panacea Venture Healthcare Fund II GP Company, Ltd. |
| 2 |
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Check the Appropriate Box if a
Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Cayman
Islands |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
5,500,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
5,500,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,000 |
| 10 |
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class Represented by
Amount in Row 9 9.98% |
| 12 |
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Type of Reporting Person
CO |
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| CUSIP No. 56854Q200 |
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Schedule 13G |
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Page 4 of 9 |
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| 1 |
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Names of Reporting Persons
James Huang |
| 2 |
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Check the Appropriate Box if a
Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Republic of
China |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
5,500,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
5,500,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,000 |
| 10 |
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class Represented by
Amount in Row 9 9.98% |
| 12 |
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Type of Reporting Person
IN |
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| CUSIP No. 56854Q200 |
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Schedule 13G |
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Page 5 of 9 |
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| ITEM 1. |
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(a) |
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Name of Issuer: |
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Marinus Pharmaceuticals, Inc. (the “Issuer”). |
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(b) |
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Address of Issuer’s Principal Executive Offices: |
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5 Radnor Corporate Center, Suite 500, 100 Matsonford Rd., Radnor PA 19087 |
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| ITEM 2. |
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(a) |
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Name of Person Filing: |
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Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the
“Reporting Persons.” This statement is filed on behalf of: |
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Panacea Innovation Limited |
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Panacea Venture Healthcare Fund II, L.P. |
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Panacea Venture Healthcare Fund II GP Company, Ltd. |
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James Huang |
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(b) |
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Address of Principal Business Office: |
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The business address of each of the Reporting Persons is c/o Maples Corporate Services Limited, Ugland House, Grand
Cayman KY1-1104, Cayman Islands. |
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(c) |
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Citizenship of each Reporting Person is: |
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Mr. Huang is a citizen of the Republic of China. The remaining Reporting Persons are organized under the laws of
the Cayman Islands. |
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(d) |
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Title of Class of Securities: |
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Common Stock, par value $0.0001 per share (the “Common Stock”). |
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(e) |
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CUSIP Number: |
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56854Q200 |
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| ITEM 3. |
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Not applicable. |
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| ITEM 4. |
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Ownership. |
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(a-c) |
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| CUSIP No. 56854Q200 |
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Schedule 13G |
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Page 6 of 9 |
The ownership information presented below represents beneficial ownership of
Common Stock as of the date of this filing, based upon 55,084,038 shares of Common Stock outstanding as of August 7, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on August 13, 2024.
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| Reporting Person |
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Amount
beneficially
owned |
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Percent
of class: |
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Sole
power
to vote
or to
direct
the
vote: |
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Shared
power to
vote or to
direct the
vote: |
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Sole
power to
dispose or
to direct
the
disposition
of: |
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Shared
power to dispose or
to direct the
disposition
of: |
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| Panacea Innovation Limited |
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5,500,000 |
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9.98 |
% |
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0 |
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5,500,000 |
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0 |
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5,500,000 |
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| Panacea Venture Healthcare Fund II, L.P. |
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5,500,000 |
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9.98 |
% |
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0 |
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5,500,000 |
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0 |
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5,500,000 |
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| Panacea Venture Healthcare Fund II GP Company, Ltd. |
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5,500,000 |
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9.98 |
% |
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0 |
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5,500,000 |
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0 |
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5,500,000 |
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| James Huang |
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5,500,000 |
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9.98 |
% |
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0 |
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5,500,000 |
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0 |
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5,500,000 |
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Panacea Venture Healthcare Fund II, L.P. is the record holder of the Ordinary Shares reported
herein.
James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare
Fund II GP Company, Ltd., which is the general partner of Panacea Venture Healthcare Fund II, L.P. As a result, each of the Reporting Persons may be deemed to share beneficial ownership of the Ordinary Shares directly reported herein, but each
disclaims such beneficial ownership.
| ITEM 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not applicable.
| ITEM 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. |
Notice of Dissolution of Group. |
Not applicable.
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| CUSIP No. 56854Q200 |
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Schedule 13G |
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Page 7 of 9 |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
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| CUSIP No. 56854Q200 |
|
Schedule 13G |
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Page 8 of 9 |
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 1, 2024
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| Panacea Innovation Limited |
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| By: |
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/s/ James Huang |
| Name: |
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James Huang |
| Title: |
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Founding Managing Partner |
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| Panacea Venture Healthcare Fund II, L.P. |
| By: |
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Panacea Venture Healthcare Fund II GP Company, Ltd., its general partner |
| By: |
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Panacea Innovation Limited, its sole owner |
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| By: |
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/s/ James Huang |
| Name: |
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James Huang |
| Title: |
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Founding Managing Partner |
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| Panacea Venture Healthcare Fund II GP Company, Ltd. |
| By: |
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Panacea Innovation Limited, its sole owner |
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| By: |
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/s/ James Huang |
| Name: |
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James Huang |
| Title: |
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Founding Managing Partner |
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| James Huang |
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| /s/ James Huang |
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| CUSIP No. 56854Q200 |
|
Schedule 13G |
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Page 9 of 9 |
LIST OF EXHIBITS
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| Exhibit No. |
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Description |
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| 99 |
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Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended,
the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is
inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 1st day of November, 2024.
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| Panacea Innovation Limited |
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| By: |
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/s/ James Huang |
| Name: |
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James Huang |
| Title: |
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Founding Managing Partner |
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| Panacea Venture Healthcare Fund II, L.P. |
| By: Panacea Venture Healthcare Fund II GP Company, Ltd., its general partner |
| By: Panacea Innovation Limited, its sole owner |
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| By: |
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/s/ James Huang |
| Name: |
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James Huang |
| Title: |
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Founding Managing Partner |
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| Panacea Venture Healthcare Fund II GP Company, Ltd. |
| By: Panacea Innovation Limited, its sole owner |
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| By: |
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/s/ James Huang |
| Name: |
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James Huang |
| Title: |
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Founding Managing Partner |
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| James Huang |
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| /s/ James Huang |
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