Nextech Ventures (US) LLC (“Nextech Ventures”), a Delaware limited liability company
and a registered investment adviser, provides investment advisory services in relation to
investment funds that are privately offered to qualified investors in the United States and
elsewhere. Nextech Ventures formally commenced operations in August 2022. Nextech Invest AG
(“Nextech Invest” and together with Nextech Ventures, “Nextech”), a company limited by shares
established in Switzerland and the parent company of Nextech Ventures, is an affiliated investment
adviser of Nextech Ventures. Nextech Ventures is a separately organized and U.S.-based
independent operating business of Nextech that provides non-discretionary investment advisory
services to the investment committee of Nextech Invest, in connection with advisory services that
Nextech Invest provides to Nextech VI Oncology SCSp, a Luxembourg special limited
partnership, Nextech VII Oncology SCSp, and Nextech Crossover I SCSp, each of which is a
Luxembourg special limited partnership and pooled investment vehicle sponsored by Nextech
Invest (each a “Fund”, and together with any future private investment fund sponsored by Nextech
Invest and sub-advised by Nextech Ventures, the “Funds”).
The Funds are private equity funds and invest mainly through negotiated transactions in
businesses operating in or otherwise connected to precision medicine with an emphasis on
oncology, generally referred to herein as “portfolio companies.” As part of its non-discretionary
investment advisory services in respect of the Funds, Nextech Ventures regularly engages in the
following advisory services: (i) identifying and evaluating investment opportunities, (ii)
negotiating the terms of investments, (iii) managing and monitoring investments and (iv) achieving
dispositions for such investments. Although investments are made predominantly in non-public
companies, Nextech Ventures will evaluate public companies for investment by the Funds in
certain instances and consistent with the investment strategy for the applicable Fund. From time
to time, where such investments consist of portfolio companies, the senior principals or other
personnel of Nextech Ventures or its affiliates will serve on such portfolio companies’ respective
boards of directors or otherwise act to influence control over management of portfolio companies
in which the Funds have invested.
Nextech Ventures provides investment advisory services to Nextech Invest, the sponsor of
the Funds, in accordance with a non-discretionary sub-advisory agreement (the “Sub-IAA”).
Nextech Invest, in turn, determines whether to accept any such investment recommendations from
Nextech Ventures and provides investment advice to each of the Funds’ general partners (each, a
“General Partner” and collectively, together with any future affiliated general partner entities,
the “General Partners”), each of whom makes investment decisions based on such advice in respect
of the Funds. For purposes of the European Union Alternative Investment Fund Managers Director
(“AIFMD”), an alternative investment fund manager (“AIFM”) delegates portfolio management
of the Funds to Nextech Invest, though in certain instances the AIFM will retain responsibility for
portfolio management until Nextech Invest receives required approvals under Swiss law for
delegation to it of portfolio management functions. Nextech Invest’s advisory services to the Funds
are detailed in the relevant private placement memoranda or other offering documents (each,
a
“Memorandum”) and investment management agreements, limited partnership or other operating
agreements of the Funds (each, a “Partnership Agreement” and, together with any relevant
Memorandum, the “Governing Documents”). Nextech Ventures and its employees do not provide
advisory services in respect of certain legacy investment funds sponsored by Nextech Invest
(which, for the avoidance of doubt, are not reflected in the “Funds” defined above), and references
to the Funds in this brochure do not include such vehicles unless indicated otherwise.
Investors in the Funds (generally referred to herein as “investors” or “limited partners”)
participate in the overall investment program for the applicable Fund, but in certain circumstances
are excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the Governing Documents; for the avoidance of doubt, such
arrangements generally do not and will not create an adviser-client relationship between Nextech
and any investor. The Funds or the General Partners have entered into side letters or other similar
agreements (“Side Letters”) with certain investors that have the effect of establishing rights under,
or altering or supplementing the terms (including economic or other terms) of, the Governing
Documents with respect to such investors.
Additionally, from time to time and as permitted by the Governing Documents, the General
Partners of the Funds are permitted to provide (or agree to provide) investment or co-investment
opportunities (including the opportunity to participate in co-invest vehicles) to certain current or
prospective investors or other persons, including other sponsors, market participants, finders,
consultants and other service providers, Nextech personnel and/or certain other persons associated
with Nextech and/or its affiliates. Such co-investments typically involve investment and disposal
of interests in the applicable portfolio company at the same time and on the same terms as the Fund
making the investment. However, from time to time, for strategic and other reasons, a co-investor
or co-invest vehicle (including a co-investing Fund) purchases a portion of an investment from
one or more Funds after such Funds have consummated their investment in the portfolio company
(also known as a post-closing sell-down or transfer), which generally will have been funded
through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase
from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s
completion of the investment to avoid any changes in valuation of the investment, but in certain
instances could be well after the Fund’s initial purchase. Where appropriate, and in Nextech’s sole
discretion, Nextech Invest reserves the right to charge interest on the purchase to the co-investor
or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions),
and to seek reimbursement to the relevant Fund for related costs. However, to the extent such
amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2022, Nextech Ventures provides non-discretionary advice to Nextech
Invest in respect of $1,015,931,492 of assets attributable to the Funds. Nextech Ventures is a
wholly owned subsidiary and independent operating business of Nextech, which is principally
owned by Dr. Alfred Scheidegger, Dr. Thilo Schroeder, and Dr. Jakob Loven.