SC 13D

0001193125-18-356313.txt : 20181221 0001193125-18-356313.hdr.sgml : 20181221 20181221160309 ACCESSION NUMBER: 0001193125-18-356313 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20181221 DATE AS OF CHANGE: 20181221 GROUP MEMBERS: AVALON VENTURES X GP LLC GROUP MEMBERS: AVALON VENTURES X SPV GP LLC GROUP MEMBERS: AVALON X SPV I, L.P. GROUP MEMBERS: BRADEN BOHMANN GROUP MEMBERS: JAY LICHTER, PH.D. GROUP MEMBERS: KEVIN KINSELLA GROUP MEMBERS: RICHARD LEVANDOV GROUP MEMBERS: STEPHEN TOMLIN GROUP MEMBERS: TIGHE REARDON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Synthorx, Inc. CENTRAL INDEX KEY: 0001609727 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 464709185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90741 FILM NUMBER: 181249516 BUSINESS ADDRESS: STREET 1: 11099 NORTH TORREY PINES ROAD, SUITE 290 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-750-4715 MAIL ADDRESS: STREET 1: 11099 NORTH TORREY PINES ROAD, SUITE 290 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Avalon Ventures X, L.P. CENTRAL INDEX KEY: 0001557058 IRS NUMBER: 460599668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1134 KLINE STREET CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-348-2180 MAIL ADDRESS: STREET 1: 1134 KLINE STREET CITY: LA JOLLA STATE: CA ZIP: 92037 SC 13D 1 d660728dsc13d.htm SC 13D SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Synthorx, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

87167A 103

(CUSIP Number)

Jay Lichter, Ph.D.

Avalon Ventures

1134 Kline Street

La Jolla, California 92037

(858) 348-2180

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 11, 2018

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

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. 87167A 103		13D


1.	Name of Reporting Persons Avalon Ventures X, L.P. (“Avalon Ventures”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.	SEC 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) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 4,748,796
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 4,748,796
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,748,796
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
13.	Percent of Class Represented by Amount in Row 11 14.8% (2)
14.	Type of Reporting Person (see instructions) PN

(1)

This schedule is filed by Avalon Ventures X, L.P. (“Avalon Ventures”), Avalon X SPV I, L.P. (“Avalon SPV”), Avalon Ventures X GP LLC (“Avalon X GP”), Avalon Ventures X SPV GP LLC (“Avalon X SPV GP”), Kevin Kinsella, Stephen Tomlin, Richard Levandov, Braden Bohmann, Jay Lichter, Ph.D. and Tighe Reardon. Avalon X GP and Avalon X GP LLC are the general partners of Avalon Ventures and Avalon SPV, respectively, and Kevin Kinsella, Stephen Tomlin, Richard Levandov and Jay Lichter, Ph.D. are the managing members of Avalon X GP. Kevin Kinsella, Stephen Tomlin, Richard Levandov, Braden Bohmann, Jay Lichter, Ph.D. and Tighe Reardon are managing members of Avalon X SPV GP. Avalon Ventures, Avalon SPV, Avalon X GP, Avalon X SPV GP, Kevin Kinsella, Stephen Tomlin, Richard Levandov, Braden Bohmann, Jay Lichter, Ph.D. and Tighe Reardon expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

The reporting person is the beneficial owner of 4,748,796 shares of the Issuer’s Common Stock which constitute approximately 14.8% of the class outstanding. The percentage calculation assumes that there are currently 32,017,228 outstanding shares of Common Stock of the Issuer, based upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 7, 2018.


CUSIP No. 87167A 103		13D


1.	Name of Reporting Persons Avalon X SPV I, L.P. (“Avalon SPV”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.	SEC 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) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 1,682,086
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 1,682,086
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,682,086
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
13.	Percent of Class Represented by Amount in Row 11 5.3% (2)
14.	Type of Reporting Person (see instructions) PN

(1)

(2)

The reporting person is the beneficial owner of 1,682,086 shares of the Issuer’s Common Stock which constitute approximately 5.3% of the class outstanding. The percentage calculation assumes that there are currently 32,017,228 outstanding shares of Common Stock of the Issuer, based upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 7, 2018.


CUSIP No. 87167A 103		13D


1.	Name of Reporting Persons Avalon Ventures X GP LLC (“Avalon X GP”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.	SEC 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) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 4,748,796
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 4,748,796
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,748,796
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
13.	Percent of Class Represented by Amount in Row 11 14.8% (2)
14.	Type of Reporting Person (see instructions) OO

(1)

(2)


CUSIP No. 87167A 103		13D


1.	Name of Reporting Persons Avalon Ventures X SPV GP LLC (“Avalon X SPV GP”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.	SEC 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) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,682,086
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,682,086
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,682,086
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
13.	Percent of Class Represented by Amount in Row 11 5.3% (2)
14.	Type of Reporting Person (see instructions) OO

(1)

(2)


CUSIP No. 87167A 103		13D


1.	Name of Reporting Persons Kevin Kinsella (“Kinsella”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.	SEC 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) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 6,430,882
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 6,430,882
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,430,882
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
13.	Percent of Class Represented by Amount in Row 11 20.1% (2)
14.	Type of Reporting Person (see instructions) IN

(1)

(2)

The reporting person is the beneficial owner of 6,430,882 shares of the Issuer’s Common Stock which constitute approximately 20.1% of the class outstanding. The percentage calculation assumes that there are currently 32,017,228 outstanding shares of Common Stock of the Issuer, based upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 7, 2018.


CUSIP No. 87167A 103		13D


1.	Name of Reporting Persons Stephen Tomlin (“Tomlin”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.	SEC 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) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 6,430,882
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 6,430,882
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,430,882
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
13.	Percent of Class Represented by Amount in Row 11 20.1% (2)
14.	Type of Reporting Person (see instructions) IN

(1)

(2)


CUSIP No. 87167A 103		13D


1.	Name of Reporting Persons Richard Levandov (“Levandov”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.	SEC 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) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 6,430,882
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 6,430,882
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,430,882
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
13.	Percent of Class Represented by Amount in Row 11 20.1% (2)
14.	Type of Reporting Person (see instructions) IN

(1)

(2)


CUSIP No. 87167A 103		13D


1.	Name of Reporting Persons Braden Bohmann (“Bohmann”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.	SEC 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) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,682,086
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,682,086
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,682,086
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
13.	Percent of Class Represented by Amount in Row 11 5.3% (2)
14.	Type of Reporting Person (see instructions) IN

(1)

(2)


CUSIP No. 87167A 103		13D


1.	Name of Reporting Persons Jay Lichter, Ph.D. (“Lichter”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.	SEC 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) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 6,430,882
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 6,430,882
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,430,882
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
13.	Percent of Class Represented by Amount in Row 11 20.1% (2)
14.	Type of Reporting Person (see instructions) IN

(1)

(2)


CUSIP No. 87167A 103		13D


1.	Name of Reporting Persons Tighe Reardon (“Reardon”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.	SEC 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) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,682,086
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,682,086
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,682,086
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
13.	Percent of Class Represented by Amount in Row 11 5.3% (2)
14.	Type of Reporting Person (see instructions) IN

(1)

(2)

Item 1.

Security and Issuer

(a) This statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”) of Synthorx, Inc., a Delaware corporation (the “Issuer”).

(b) The principal executive offices of the Issuer are located at 11099 N. Torrey Pines Road, Suite 190, La Jolla, CA 92037.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2.

Identity and Background

(a) The persons and entities filing this Schedule 13D are Avalon Ventures, Avalon SPV, Avalon X GP, Avalon X SPV GP, Kinsella, Tomlin, Levandov, Bohmann, Lichter and Reardon (collectively, the “Reporting Persons”). Lichter is a director of the Issuer.

(b) The address of the principal place of business for the Reporting Persons is 1134 Kline Street, La Jolla, CA 92037.

(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the individuals named in Item 2(a) is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration.

On December 6, 2018, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-228355) in connection with its initial public offering of 11,912,727 shares of Common Stock was declared effective. The closing of the initial public offering took place on December 11, 2018, and at such closing Avalon SPV purchased 545,455 shares of Common Stock at the initial public offering price of $11.00 per share. The source of funds for such purchase was the working capital of Avalon SPV and capital contributions made to Avalon SPV by its partners. On December 12, 2018, a second closing was held in connection with exercise by the underwriters of their option to purchase an additional 1,786,909 shares of the Issuer.

Item 4.

Purpose of Transaction.

Avalon SPV purchased the shares of Common Stock of the Issuer in the initial public offering for investment purposes.

Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.

Other than as described above in this Item 4, none of the Reporting Persons has any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.

Item 5.

Interest in Securities of the Issuer.

(a) (b)

Entity

Shares
Held
Directly

Sole
Voting
Power

Shared
Voting
Power

Sole
Dispositive
Power

Shared
Dispositive
Power

Beneficial
Ownership

Percentage
of Class (1)

Avalon Ventures

4,748,796

14.8

Avalon SPV

1,682,086

5.3

Avalon X GP (2)

4,748,796

14.8

Avalon X SPV GP (3)

1,682,086

5.3

Kinsella (4) (5)

6,430,882

20.1

Tomlin (4) (5)

6,430,882

20.1

Levandov (4) (5)

6,430,882

20.1

Bohmann (5)

1,682,086

5.3

Lichter (4) (5) (6)

6,430,882

20.1

Reardon (5)

1,682,086

5.3

(1)	The percentage calculation assumes that there are currently 32,017,228 outstanding shares of Common Stock of the Issuer, based upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 7, 2018.

(2)	Avalon X GP is the general partner of Avalon Ventures.

(3)	Avalon X SPV GP is the general partner of Avalon SPV.

(4)	The Reporting Person is a managing member of Avalon X GP. The shares are held by Avalon Ventures. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein.

(5)	The Reporting Person is a managing member of Avalon X SPV GP. The shares are held by Avalon SPV. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein.

(6)	The Reporting Person is a director of the Issuer.

(c) The information provided in Item 3 is hereby incorporated by reference. In addition, on December 11, 2018, Avalon Ventures acquired 4,561,559 shares of Common Stock of the Issuer and Avalon SPV acquired 1,136,631 shares of the Issuer upon the automatic conversion of preferred stock of the Issuer in connection with the closing of the Issuer’s initial public offering.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Investors’ Rights Agreement

Avalon Ventures and Avalon SPV and other stockholders of the Issuer have entered into an Amended and Restated Investors’ Rights Agreement dated April 12, 2018 (the “Investors’ Rights Agreement”) with the Issuer. Subject to the terms of the Investors’ Rights Agreement, holders of shares having registration rights (“Registrable Securities”) can demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing.

Demand registration rights.

At any time beginning 180 days after the effective date of the Registration Statement, the holders of a majority of the Registrable Securities having registration rights have the right to demand that the Issuer file a registration statement under the Securities Act to register the Registrable Securities requested to be registered by the holders of Registrable Securities. These registration rights are subject to specified conditions and limitations, including a limitation on the number of such registration statements that can be demanded by the holders of Registrable Securities, restrictions on the exercise of such demand registration rights during periods of time that may be detrimental to the Company and its stockholders, and the right of the underwriters to limit the number of shares of Registrable Securities included in any such registration under certain circumstances.

Form S-3 registration rights.

If the Issuer is eligible to file a registration statement on Form S-3, each holder of shares of Registrable Securities having registration rights has the right to demand that the Issuer file no more than one registration statement for the holders on Form S-3 in any 12-month period so long as the aggregate offering price of securities to be sold under the registration statement on Form S-3 is at least $1,000,000, subject to specified exceptions, conditions and limitations.

“Piggyback” registration rights.

If the Issuer registers any securities for public sale, stockholders with registration rights will have the right to include their Registrable Securities in the registration statement, provided that the underwriters of any such underwritten offering will have the right to limit the number of Registrable Securities rights to be included in the registration statement.

Expenses of registration.

The Issuer will pay all expenses, including for the reasonable fees and costs of one counsel to the holders of Registrable Securities, relating to all demand registrations, Form S-3 registrations and piggyback registrations.

Expiration of registration rights.

The registration rights described above will terminate, as to a given holder of Registrable Securities, at any time following the Issuer’s initial public offering when such holder can sell all of such holder’s Registrable Securities pursuant to Rule 144 promulgated under the Securities Act during any three-month period.

Lock-up Agreement

Avalon Ventures, Avalon SPV, along with the Issuer’s directors, executive officers and substantially all of the Issuer’s other stockholders and optionholders, have agreed with the underwriters that for a period of 180 days after December 11, 2018, except with the prior written consent of Jefferies LLC and Leerink Partners LLC and subject to specified exceptions, that they will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock.

The foregoing descriptions of the terms of the Investors’ Rights Agreement and the Lock-up Agreement are intended as summaries only and are qualified in their entirety by reference to the Investors’ Rights Agreement and Form of Lock-up Agreement, which are filed as exhibits to this Schedule 13D and incorporated by reference herein.

Other than as described in this Schedule 13D, to the best knowledge of each of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits.

A.	Amended and Restated Investors’ Rights Agreement, dated April 12, 2018, by and among the Issuer and certain of its stockholders (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-228355), filed with the SEC on November 13, 2018).

B.	Form of Lock-up Agreement.

C.	Agreement regarding joint filing of Schedule 13D.

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.

Dated: December 20, 2018


AVALON VENTURES X, L.P.		AVALON X SPV I, L.P.

By:	/s/ Tighe Reardon	By:	/s/ Tighe Reardon
	Name: Tighe Reardon		Name: Tighe Reardon
	Title: Authorized Signer		Title: Authorized Signer

AVALON VENTURES X GP LLC		AVALON VENTURES X SPV GP LLC

By:	/s/ Tighe Reardon	By:	/s/ Tighe Reardon
	Name: Tighe Reardon		Name: Tighe Reardon
	Title: Authorized Signer		Title: Authorized Signer



/s/ Kevin Kinsella				/s/ Stephen Tomlin
KEVIN KINSELLA				STEPHEN TOMLIN

/s/ Richard Levandov				/s/ Braden Bohmann
RICHARD LEVANDOV				BRADEN BOHMANN

/s/ Jay Lichter, Ph.D.				/s/ Tighe Reardon
JAY LICHTER, PH.D.				TIGHE REARDON

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

EXHIBITS

A.	Amended and Restated Investors’ Rights Agreement, dated April 12, 2018, by and among the Issuer and certain of its stockholders (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-228355), filed with the SEC on November 13, 2018).

B.	Form of Lock-up Agreement.

C.	Agreement regarding joint filing of Schedule 13D.

EX-99.B 2 d660728dex99b.htm EX-99.B EX-99.B

EXHIBIT B

FORM OF LOCK-UP AGREEMENT

, 2018

Jefferies LLC

Leerink Partners LLC

Evercore Group L.L.C.

As Representatives of the Several Underwriters

c/o Jefferies LLC

520 Madison Avenue

New York, New York 10022

Leerink Partners LLC

One Federal Street, 37th Floor

Boston, Massachusetts 02110

and

Evercore Group L.L.C.

55 East 52nd Street

New York, New York 10055

RE: Synthorx, Inc. (the “Company”)

Ladies & Gentlemen:

The undersigned is an owner of shares of common stock, par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies LLC (“Jefferies”), Leerink Partners LLC (“Leerink”) and Evercore Group L.L.C. (“Evercore”) will act as the representatives of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering.

Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this letter agreement. Those definitions are a part of this letter agreement.

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the

Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of Jefferies and Leerink, which may withhold their consent in their sole discretion:

•

Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member,

•

enter into any Swap,

•

make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or

•

publicly announce any intention to do any of the foregoing.

The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (i) the transfer of Shares or Related Securities by gift, including, without limitation, by will or intestate succession to the legal representative, heir, beneficiary or any Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (ii) transfers or dispositions of the undersigned’s Shares or Related Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which, in each case, are held by the undersigned or any Family Member, (iii) distributions of the undersigned’s Shares or Related Securities to partners, members, stockholders or trust beneficiaries of the undersigned, (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the transfer of Shares or Related Securities to (A) another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned, (B) any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned, or (C) limited partners, general partners, members, managers, managing members, directors, officers, employees, stockholders or other equity holders of the undersigned or of the entities described in the preceding clauses (A) and (B), (v) transfers of Shares as forfeitures to satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise of equity awards granted pursuant to the Company’s equity incentive plans or pursuant to a net exercise or cashless exercise by the stockholder of outstanding equity awards pursuant to the Company’s equity incentive plans, (vi) the transfer of Shares or Related Securities pursuant to a change of control of the Company (meaning the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Shares the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the voting capital stock of the Company) after the Offering that has been approved by the independent members of the Company’s board of directors, provided, that in the event that such change of control is not completed, the Shares or Related Securities owned by the undersigned shall remain subject to the restrictions herein, or (vii) the transfer of Shares or Related Securities to the Company in connection with the termination of the undersigned’s employment or other service with the Company; provided that any public disclosure or filing under the Exchange Act made during the Lock-up Period shall clearly indicate in the footnotes thereto that the public disclosure or filing relates to the circumstances described in this clause (vii). Notwithstanding the foregoing, in any such case as provided in clauses (i) through (v), it shall be a condition to such transfer that:

•

each transferee executes and delivers to Jefferies, Leerink and Evercore an agreement in form and substance satisfactory to Jefferies and Leerink stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto), and

•

prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer.

Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may (i) exercise an option to purchase Shares granted under any equity incentive plan or stock purchase plan of the Company, provided that the Shares issued upon such exercise shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such plan does not provide for any transfers of Shares during the Lock-up Period and the entry into such plan is not publicly disclosed, including in any filing under the Exchange Act, during the Lock-up Period, (iii) transfer or dispose of Shares acquired in the Offering; provided that no public disclosure or filing under the Exchange Act by any party to the transfer shall be required, or made voluntarily, during the Lock-up Period, or (iv) transfer Shares or Related Securities by operation of law, including pursuant to a domestic order or negotiated divorce settlement; provided that the transferee execute and deliver to Jefferies, Leerink and Evercore a letter agreement in substantially the form of this letter agreement.

In addition, if the undersigned is an officer or director of the Company, (i) Jefferies and Leerink agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Shares, Jefferies and Leerink will notify the Company of the impending release or waiver, and (ii) the Company (in accordance with the provisions of the Underwriting Agreement) will announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Jefferies and Leerink hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect at the time of the transfer.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions.

With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering.

The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action.

Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the underwriters.

If (i) the Company notifies Jefferies, Leerink and Evercore in writing that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement is not executed before March 31, 2019 (provided that the Company may by written notice to the undersigned prior to March 31, 2019, extend such date for a period of up to an additional three months, in the event that the Underwriting Agreement has not been executed by such date), or (iii) the Underwriting Agreement (other than the provisions thereof that survive termination) terminates or is terminated prior to payment for and delivery of the Shares, then in each case, this letter agreement shall automatically, and without any action on the part of any other party, terminate and be of no further force and effect, and the undersigned shall automatically be released from the obligations under this letter agreement.

The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(Signature Page Follows)

Signature

Printed Name of Person Signing

(Indicate capacity of person signing if

signing as custodian or trustee, or on behalf

of an entity)

Annex A

Certain Defined Terms

Used in Lock-up Agreement

For purposes of the letter agreement to which this Annex A is attached and of which it is made a part:

•

“Call Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under the Exchange Act.

•

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

•

“Family Member” shall mean the spouse of the undersigned, an immediate family member of the undersigned or an immediate family member of the undersigned’s spouse, in each case living in the undersigned’s household or whose principal residence is the undersigned’s household (regardless of whether such spouse or family member may at the time be living elsewhere due to educational activities, health care treatment, military service, temporary internship or employment or otherwise).

•

“Immediate family member” as used above shall have the meaning set forth in Rule 16a-1(e) under the Exchange Act.

•

“Lock-up Period” shall mean the period beginning on the date hereof and continuing through the close of trading on the date that is 180 days after the date of the Prospectus (as defined in the Underwriting Agreement).

•

“Put Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under the Exchange Act.

•

“Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares.

•

“Securities Act” shall mean the Securities Act of 1933, as amended.

•

“Sell or Offer to Sell” shall mean to:

sell, offer to sell, contract to sell or lend,

effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position,

pledge, hypothecate or grant any security interest in, or

in any other way transfer or dispose of,

in each case whether effected directly or indirectly.

•

“Swap” shall mean any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise.

Capitalized terms not defined in this Annex A shall have the meanings given to them in the body of this lock-up agreement.

EX-99.C 3 d660728dex99c.htm EX-99.C EX-99.C

EXHIBIT C

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Synthorx, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 20^th day of December, 2018.


AVALON VENTURES X, L.P.		AVALON X SPV I, L.P.

By:	/s/ Tighe Reardon	By:	/s/ Tighe Reardon
	Name: Tighe Reardon		Name: Tighe Reardon
	Title: Authorized Signer		Title: Authorized Signer

AVALON VENTURES X GP LLC		AVALON VENTURES X SPV GP LLC

By:	/s/ Tighe Reardon	By:	/s/ Tighe Reardon
	Name: Tighe Reardon		Name: Tighe Reardon
	Title: Authorized Signer		Title: Authorized Signer



/s/ Kevin Kinsella				/s/ Stephen Tomlin
KEVIN KINSELLA				STEPHEN TOMLIN

/s/ Richard Levandov				/s/ Braden Bohmann
RICHARD LEVANDOV				BRADEN BOHMANN

/s/ Jay Lichter, Ph.D.				/s/ Tighe Reardon
JAY LICHTER, PH.D.				TIGHE REARDON