RA Capital Amends Acrivon Therapeutics Filing

TL;DR

RA Capital updated its Acrivon filing on 4/11. Watch for changes.

AI Summary

RA Capital Management, L.P. and its affiliates, including Peter Kolchinsky and RA Capital Healthcare Fund, L.P., have amended their Schedule 13D filing for Acrivon Therapeutics, Inc. on April 11, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt.

Why It Matters

This amendment signals a potential shift in significant ownership or strategy by a major holder of Acrivon Therapeutics, which could impact the stock's valuation and future corporate actions.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often precede significant market-moving events or changes in a company's control, warranting close attention.

Key Players & Entities

• RA Capital Management, L.P. (company) — Filing entity
• Peter Kolchinsky (person) — Group member and contact person
• RA Capital Healthcare Fund, L.P. (company) — Group member
• Acrivon Therapeutics, Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class o
• $8.50 — quo; 2024 Shares ”) at a price of $8.50 per share; and (ii) pre-funded warrants
• $8.499 — Shares ”) at a purchase price of $8.499 per 2024 Pre-Funded Warrant. The Fund p
• $30.0 million — e Placement, for total consideration of $30.0 million. The Fund received the 2024 Fund Shares
• $12.50 — These options have an exercise price of $12.50 * Represents future vesting within 60

Filing Documents

• tm2411635d1_sc13da.htm (SC 13D/A) — 90KB
• 0001104659-24-046306.txt ( ) — 92KB

Security and Issuer

Item 1. Security and Issuer

of the Statement is hereby amended

Item 1 of the Statement is hereby amended and supplemented as follows: This Amendment No. 2 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “ SEC ”) on November 28, 2022 and amended on March 30, 2023 (the “ Statement ”), by the Reporting Persons with respect to the common stock, $0.001 par value per share (the “ Common Stock ”), of Acrivon Therapeutics, Inc., a Delaware corporation (the “ Issuer ”), which has its principal executive offices at 480 Arsenal Way, Suite 100, Watertown, MA 02472. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.

Identity and Background

Item 2. Identity and Background

of the Statement is hereby amended

Item 2 of the Statement is hereby amended and restated as follows: (a) This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. (“ RA Capital ”), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the “ Fund ”). RA Capital, Dr. Kolchinsky, Mr. Shah and the Fund are collectively referred to herein as the “ Reporting Persons .” The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the “ Act ”), is attached hereto as Exhibit 1. The Reporting Persons’ beneficial ownership of the Issuer’s Common Stock consists of (i) 7,914,206 shares of Common Stock directly held by the Fund; (ii) 426,302 shares of Common Stock directly held by the RA Capital Nexus Fund II, L.P (the “ Nexus Fund II ”); (iii) a total of 16,638 vested stock options (right to buy); and (iv) 1,956 stock options (right to buy) which shall vest within 60 days of this filing. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for each of the Fund and the Nexus Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund or the Nexus Fund II. Each of the Fund and the Nexus Fund II has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer’s Common Stock reported herein. Because each of the Fund and the Nexus Fund II has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less t

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Statement is hereby amended

Item 3 of the Statement is hereby amended and supplemented as follows: On April 8, 2024, the Issuer entered into a Securities Purchase Agreement (the “ 2024 Securities Purchase Agreement ”) with certain institutional and accredited investors (the “ 2024 PIPE Investors ”), pursuant to which the Issuer agreed to issue and sell to the 2024 PIPE Investors in a private placement (the “ 2024 Private Placement ”) (i) an aggregate of 8,235,000 shares of Common Stock (the “ 2024 Shares ”) at a price of $8.50 per share; and (ii) pre-funded warrants (the “ 2024 Pre-Funded Warrants ”) to purchase up to an aggregate of 7,060,000 shares of Common Stock (the “ 2024 Pre-Funded Warrant Shares ”) at a purchase price of $8.499 per 2024 Pre-Funded Warrant. The Fund purchased 3,530,000 shares of Common Stock (the “ 2024 Fund Shares ”) in the 2024 Private Placement, for total consideration of $30.0 million. The Fund received the 2024 Fund Shares on April 11, 2024 (the “ Closing Date ”) pursuant to the closing of the 2024 Private Placement. The funds used by the Fund to acquire the securities of the Issuer described herein were from capital contributions made by its limited partners and general partner.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Statement is hereby amended

Item 5 of the Statement is hereby amended and restated as follows: (a) The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D/A is incorporated by reference. The percentage set forth in row 13 is based on the sum of: (i) 22,636,951 shares of Common Stock outstanding as of March 25, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 28, 2024; (ii) 8,235,000 shares of Common Stock issued in the 2024 Private Placement as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 9, 2024; and (iii) 18,594 shares of Common Stock issuable upon the exercise of stock options within 60 days. (b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D/A and Item 2 above is incorporated by reference. (c) Schedule A sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any Reporting Person and is incorporated herein by reference. (d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D/A. (e) Not applicable.

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

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Statement is hereby amended

Item 6 of the Statement is hereby amended and supplemented as follows: 2024 Registration Rights Agreement On April 8, 2024, the Issuer entered into a registration rights agreement (the “ 2024 Registration Rights Agreement ”) with the 2024 PIPE Investors, pursuant to which the Issuer agreed to register for resale under the Securities Act of 1933, as amended (the “ Securities Act ”) the 2024 Shares and the 2024 Pre-Funded Warrant Shares held by the 2024 PIPE Investors (the “ 2024 Registrable Securities ”). Under the 2024 Registration Rights Agreement, the Issuer has agreed to prepare and file a registration statement with the SEC (the “ 2024 Registration Statement ”), covering the resale of the 2024 Registrable Securities by no later than May 11, 2024 (the “ 2024 Filing Deadline ”). The Issuer has also agreed to use reasonable best efforts to cause such registration statement to become effective as soon as practicable, but in any event no later than the earlier of (i) the 5th business day after the date the Issuer is notified by the SEC that the 2024 Registration Statement will not be "reviewed" or (ii) the 75th day following the filing of the registration statement in the event of a “review” by the SEC (the “ 2024 Effectiveness Deadline ”), subject to specified exceptions, and suspension and deferral rights as are set forth in the 2024 Registration Rights Agreement. CUSIP No. 004890109 The Issuer also agreed to use reasonable best efforts to keep such registration statement effective until the earlier of (a) the date on which the Investors shall have resold all the 2024 Registrable Securities covered thereby; and (b) the date on which the 2024 Registrable Securities may be resold by the 2024 PIPE Investors without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 promulgated under the Securities Act (“ Rule 144 &rdquo

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

of the Statement is hereby amended

Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit 1 Joint Filing Agreement Exhibit 4 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K (File No. 001-41551), filed on April 9, 2024). CUSIP No. 004890109

SIGNATURES

SIGNATURES 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: April 11, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager CUSIP No. 004890109 SCHEDULE A Transaction Purchaser Date No. Shares Price Vest Stock Option (Right to Buy) RA Capital 02/12/2024 978 (1 ) Vest Stock Option (Right to Buy) RA Capital 03/12/2024 978 (1 ) Purchase (2024 Private Placement) – Common Stock Fund 04/11/2024 3,530,000 $ 8.50 Vest Stock Option (Right to Buy) RA Capital 04/12/2024 978 (1 )* Vest Stock Option (Right to Buy) RA Capital 05/12/2024 978 (1 )* (1) This option represents a right to purchase a total of 35,235 shares of the Issuer’s Common Stock, which began vesting on October 12, 2022 in 36 equal monthly installments over three years, subject to Dr. DiRocco’s continued service to the Issuer through each vesting date. These options have an exercise price of $12.50 * Represents future vesting within 60 days from the filing date of this Schedule 13D/A. CUSIP No. 004890109 EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of April 11, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “ Filers ”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.001 per share of Acrivon Therapeutics, Inc. beneficially own

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View this SC 13D/A filing on SEC EDGAR