-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GxVCeqt4i4HH4LHU4zy0wJdwDFYcX44VznzIiXpYeDxu9Hna05MBQLHrR+ls5jms 7Bl4IhubNKBK0PHMaAIrbg== 0000950135-05-002465.txt : 20050502 0000950135-05-002465.hdr.sgml : 20050502 20050502161619 ACCESSION NUMBER: 0000950135-05-002465 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050502 DATE AS OF CHANGE: 20050502 GROUP MEMBERS: SCHRODER VENTURE INT'L LIFE SCIENCES FUND II L.P.1 GROUP MEMBERS: SCHRODER VENTURE INT'L LIFE SCIENCES FUND II L.P.2 GROUP MEMBERS: SCHRODER VENTURE INT'L LIFE SCIENCES FUND II L.P.3 GROUP MEMBERS: SCHRODER VENTURE INT'L LIFE SCIENCES FUND II STATEGIC PARTNE GROUP MEMBERS: SCHRODER VENTURE MANAGERS INC. GROUP MEMBERS: SITCO NOMINEES LTD. VC 01903 GROUP MEMBERS: SV (NOMINEES) LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Solexa, Inc. CENTRAL INDEX KEY: 0000913275 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 943161073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45671 FILM NUMBER: 05790930 BUSINESS ADDRESS: STREET 1: 25861 INDUSTRIAL BLVD CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5106709300 MAIL ADDRESS: STREET 1: 25861 INDUSTRIAL BLVD CITY: HAYWARD STATE: CA ZIP: 94545 FORMER COMPANY: FORMER CONFORMED NAME: LYNX THERAPEUTICS INC DATE OF NAME CHANGE: 19931008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHRODER VENTURE MANAGERS LTD CENTRAL INDEX KEY: 0001161844 IRS NUMBER: 00000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 22 CHURCH STREET CITY: HAMILTON BERUMUDA STATE: D0 ZIP: HM11 BUSINESS PHONE: 4412987107 MAIL ADDRESS: STREET 1: 27 CHURCH STREET CITY: HAMILTON BERUMUDA STATE: D0 ZIP: HM11 SC 13G 1 b54907svsc13g.txt SCHRODER VENTURE LIFE SCIENCES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 0) SOLEXA, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 83420X105 (CUSIP Number) April 21, 2005 (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) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 83420X105 13G Page 2 of 20 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCHRODER VENTURE MANAGERS LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER --0-- 6. SHARED VOTING POWER 3,052,970 7. SOLE DISPOSITIVE POWER --0-- 8. SHARED DISPOSITIVE POWER 3,052,970 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,052,970(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (FN1) See Item 8 CUSIP No. 83420X105 13G Page 3 of 20 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCHRODER VENTURE MANAGERS INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER --0-- 6. SHARED VOTING POWER 3,052,970 7. SOLE DISPOSITIVE POWER --0-- 8. SHARED DISPOSITIVE POWER 3,052,970 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,052,970(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 83420X105 13G Page 4 of 20 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.1 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER --0-- 6. SHARED VOTING POWER 3,052,970 7. SOLE DISPOSITIVE POWER --0-- 8. SHARED DISPOSITIVE POWER 3,052,970 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,052,970(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 83420X105 13G Page 5 of 20 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.2 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER --0-- 6. SHARED VOTING POWER 3,052,970 7. SOLE DISPOSITIVE POWER --0-- 8. SHARED DISPOSITIVE POWER 3,052,970 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,052,970(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 83420X105 13G Page 6 of 20 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.3 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER --0-- 6. SHARED VOTING POWER 3,052,970 7. SOLE DISPOSITIVE POWER --0-- 8. SHARED DISPOSITIVE POWER 3,052,970 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,052,970(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 83420X105 13G Page 7 of 20 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II STRATEGIC PARTNERS L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER --0-- 6. SHARED VOTING POWER 3,052,970 7. SOLE DISPOSITIVE POWER --0-- 8. SHARED DISPOSITIVE POWER 3,052,970 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,052,970(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 83420X105 13G Page 8 of 20 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SITCO NOMINEES LTD. VC 01903 AS NOMINEE OF SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II GROUP CO-INVESTMENT SCHEME 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER --0-- 6. SHARED VOTING POWER 3,052,970 7. SOLE DISPOSITIVE POWER --0-- 8. SHARED DISPOSITIVE POWER 3,052,970 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,052,970(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 83420X105 13G Page 9 of 20 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SV (NOMINEES) LIMITED AS NOMINEE OF SCHRODER VENTURES INVESTMENTS LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION GUERNSEY NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER --0-- 6. SHARED VOTING POWER 3,052,970 7. SOLE DISPOSITIVE POWER --0-- 8. SHARED DISPOSITIVE POWER 3,052,970 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,052,970(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 83420X105 13G Page 10 of 20 Pages ITEM 1(a). NAME OF ISSUER: Solexa, Inc. (the "Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 25861 Industrial Blvd. Hayward, CA 94545 ITEM 2(a). NAME OF PERSON FILING: This statement is being filed by the following persons: (i) Schroder Ventures International Life Sciences Fund II L.P.1 ("SVILSF II LP1"), Schroder Ventures International Life Sciences Fund II L.P.2 ("SVILSF II LP2"), Schroder Ventures International Life Sciences Fund II L.P.3 ("SVILSF II LP3"), Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. ("SVILSF II Strategic Partners"), SITCO Nominees Ltd. VC 01903 as Nominee of Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme ("SVILSF II Co-Investment") and SV (Nominees) Limited as Nominee of Schroder Venture Investments Limited ("SVIL") (collectively, the "Funds"), direct owners of the shares of Common Stock of the Issuer; (ii) Schroder Venture Managers Inc., a New York corporation ("SVMI"), and General Partner of SVILSF II LP1, SVILSF II LP2, SVILSF II LP3, and SVILSF II Strategic Partners; and (iii) Schroder Venture Managers Limited, a Bermuda limited company ("SVML"), and fund manager to SVMI. SVILSF II LP1, SVILSF II LP2, SVILSF II LP3, and SVILSF II Strategic Partners, SVILSF II Co-Investment, SVIL, SVMI and SVML are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Address for SVILSF II LP1, SVILSF II LP2, SVILSF II LP3, and SVILSF II Strategic Partners, SVILSF II Co-Investment and SVIL, SVMI and SVML: Schroder Administrative Services (Bermuda) Limited 22 Church Street Hamilton HM 11 Bermuda ITEM 2(c). CITIZENSHIP: SVILSF II LP1 - Delaware SVILSF II LP2 - Delaware CUSIP No. 83420X105 13G Page 11 of 20 Pages SVILSF II LP3 - Delaware SVILSF II Strategic Partners - Delaware SVILSF II Co-Investment - Bermuda SVIL - Guernsey SVMI - New York SVML - Bermuda ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per share ITEM 2(e). CUSIP NUMBER: 83420X105 ITEM 3. Not applicable. ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1. For SVILSF II LP1, SVILSF II LP2, SVILSF II LP3, and SVILSF II Strategic Partners, SVILSF II Co-Investment, SVIL, SVMI and SVML: (a) Amount beneficially owned: 3,052,970(1) shares of Common Stock (b) Percent of class: 15.5% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: --0-- (ii) Shared power to vote or to direct the vote: 3,052,970 (iii) Sole power to dispose or to direct the disposition of: --0-- (iv) Shared power to dispose or to direct the disposition of: 3,052,970 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. The shares beneficially owned by SVILSF II LP1, SVILSF II LP2, SVILSF II LP3, and SVILSF II Strategic Partners, SVILSF II Co-Investment, SVIL, SVMI and SVML are directly owned by the Funds. SVML serves as the fund manager to SVMI. SVILSF II LP1, SVILSF II LP2, SVILSF II LP3, SVILSF II Strategic Partners, SVILSF II Co-Investment and SVIL are contractually obligated to act consistent with the investment CUSIP No. 83420X105 13G Page 12 of 20 Pages recommendations and decisions of SVMI. Each of the Reporting Persons expressly disclaims beneficial ownership of the shares held by the other Reporting Persons, except to the extent of their respective pecuniary interest therein. 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. (FN1) On April 21, 2005, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") among the Issuer, the Funds and various other investors (the "Investors"), for a private placement of common stock and warrants to purchase common stock. Pursuant to the Purchase Agreement, the Issuer sold approximately 2,160,000 shares of common stock and warrants to purchase up to approximately 1,060,000 share of common stock on April 25, 2005, and subject to stockholder approval, the Company has agreed to sell approximately an additional 6,005,000 shares of common stock and warrants to purchase up to approximately 3,002,000 share of common stock in a second closing. In connection with the Purchase Agreement and pursuant to an Amended and Restated Company Support Agreement (the "Support Agreement"), dated as of April 21, 2005, the Funds and certain of the other Investors entered into an agreement, which expires by its terms on August 31, 2005, to vote their shares in favor of the transactions contemplated by the Purchase Agreement. The Funds retain voting power with regard to all other matters. Accordingly, the Funds and the other Investors who are party to the Support Agreement may be deemed to be a group, and in accordance with Rule 13d-5, each party to the Support Agreement may be deemed to beneficially own the shares of the Issuer held by all other parties to the Support Agreement. All of the shares of the Issuer's common stock held by the Investors party to the Support Agreement represent approximately 68.5% of the Issuer's outstanding common stock, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Act. This includes 3,052,970 shares of the Issuer's Common Stock owned of record by the Funds, as well as the shares of Issuer's Common Stock owned of record by the other parties to the Support Agreement. This percentage is calculated based upon 19,726,632 shares of the Issuer's Common Stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Act, which is the sum of: (a) 17,606,471 shares of the Issuer's Common Stock outstanding on April 18, 2005, as reported by the Issuer to the Funds and (b) 2,120,161 shares of Common Stock issued pursuant to the Purchase Agreement, as reported by the Issuer to the Funds. SVMI and SVML, as fund manager to SVMI, may be deemed to own beneficially the shares of the Funds, and accordingly may be deemed to own beneficially the shares held of record by the other Investors party to the Support Agreement. Each of the Reporting Persons expressly disclaims beneficial ownership of the shares held by the other Reporting Persons, except to the extent of their respective pecuniary interest therein. Each of the Reporting Persons expressly disclaims beneficial ownership of the shares held by the other parties to the Support Agreement, except as described herein for the limited purpose of the Support Agreement. CUSIP No. 83420X105 13G Page 13 of 20 Pages References to and descriptions of the Support Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Support Agreement filed as Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed on April 26, 2005 and is incorporated herein in its entirety by reference. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. 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 are not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 83420X105 13G Page 14 of 20 Pages 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. May 2, 2005 ------------------------------------------------ Date SCHRODER VENTURE MANAGERS INC. By: Its Directors, /s/ Peter Everson /s/ Douglas Mello ----------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories ------------------------------------------------ Name/Title SCHRODER VENTURE MANAGERS LIMITED By: Its Directors, /s/ Peter Everson /s/ Douglas Mello ------------------------------------------------ Signature Peter Everson, Douglas Mello, Authorized Signatories ------------------------------------------------ Name/Title CUSIP No. 83420X105 13G Page 15 of 20 Pages SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.1 By: Schroder Venture Managers, Inc., its General Partner /s/ Peter Everson /s/ Douglas Mello -------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories -------------------------------------------------- Name/Title SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.2 By: Schroder Venture Managers, Inc., its General Partner /s/ Peter Everson /s/ Douglas Mello -------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories -------------------------------------------------- Name/Title SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.3 By: Schroder Venture Managers, Inc., its General Partner /s/ Peter Everson /s/ Douglas Mello -------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories -------------------------------------------------- Name/Title CUSIP No. 83420X105 13G Page 16 of 20 Pages SITCO NOMINEES LTD. VC 01903 AS NOMINEE OF SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II GROUP CO-INVESTMENT SCHEME By: SITCO Nominees Ltd. VC 01903 /s/ Peter Everson /s/ Douglas Mello -------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories -------------------------------------------------- Name/Title SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II STRATEGIC PARTNERS L.P. By: Schroder Venture Managers Inc., its General Partner /s/ Peter Everson /s/ Douglas Mello -------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories -------------------------------------------------- Name/Title SV (NOMINEES) LIMITED AS NOMINEE OF SCHRODER VENTURES INVESTMENTS LIMITED By: SV (Nominees) Limited /s/ Lawrence McNairn -------------------------------------------------- Signature /s/ Lawrence McNairn, Authorized Signatory -------------------------------------------------- Name/Title CUSIP No. 83420X105 13G Page 17 of 20 Pages EXHIBIT INDEX Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. CUSIP No. 83420X105 13G Page 18 of 20 Pages EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. 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, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or its knows or has reason to believe that such information is inaccurate. SCHRODER VENTURE MANAGERS INC. By: Its Directors, /s/ Peter Everson /s/ Douglas Mello ---------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories ---------------------------------------------------- Name/Title SCHRODER VENTURE MANAGERS LIMITED By: Its Directors, /s/ Peter Everson /s/ Douglas Mello ---------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories ---------------------------------------------------- Name/Title CUSIP No. 83420X105 13G Page 19 of 20 Pages SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.2 By: Schroder Venture Managers, Inc., its General Partner /s/ Peter Everson /s/ Douglas Mello -------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories -------------------------------------------------- Name/Title SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.3 By: Schroder Venture Managers, Inc., its General Partner /s/ Peter Everson /s/ Douglas Mello -------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories -------------------------------------------------- Name/Title SITCO NOMINEES LTD. VC 01903 AS NOMINEE OF SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II GROUP CO-INVESTMENT SCHEME By: SITCO Nominees Ltd. VC 01903 /s/ Peter Everson /s/ Douglas Mello -------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories -------------------------------------------------- Name/Title SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II STRATEGIC PARTNERS L.P. By: Schroder Venture Managers Inc., its General Partner /s/ Peter Everson /s/ Douglas Mello -------------------------------------------------- Signature Peter Everson, Douglas Mello, Authorized Signatories -------------------------------------------------- Name/Title CUSIP No. 83420X105 13G Page 20 of 20 Pages SV (NOMINEES) LIMITED AS NOMINEE OF SCHRODER VENTURES INVESTMENTS LIMITED By: SV (Nominees) Limited /s/ Lawrence McNairn -------------------------------------------------- Signature /s/ Lawrence McNairn, Authorized Signatory -------------------------------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----