RA Capital Discloses Stake in Artiva Biotherapeutics

TL;DR

**RA Capital just filed a 13D on Artiva Bio. Big player watching.**

AI Summary

RA Capital Management, L.P. and its affiliates, including Peter Kolchinsky and RA Capital Healthcare Fund, L.P., have filed a Schedule 13D on July 29, 2024, regarding their beneficial ownership of Artiva Biotherapeutics, Inc. The filing indicates a change in their holdings, though specific new percentages or dollar amounts are not detailed in this excerpt.

Why It Matters

This filing signals a significant investor's increased or changed interest in Artiva Biotherapeutics, potentially influencing the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing potential volatility.

Key Players & Entities

• RA Capital Management, L.P. (company) — Filing entity
• Peter Kolchinsky (person) — Group member of filing entity
• RA Capital Healthcare Fund, L.P. (company) — Group member of filing entity
• Artiva Biotherapeutics, Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $3,296,448.20 — ) with an aggregate principal amount of $3,296,448.20; (ii) the Nexus Fund purchased an aggre
• $1,412,763.51 — s with an aggregate principal amount of $1,412,763.51; and (iv) the Account purchased an aggr
• $33,567,284.71 — ate purchase price of the foregoing was $33,567,284.71. On July 12, 2024, the Issuer effected
• $10.20 — to shares of Common Stock at a price of $10.20 per share, a 15% discount to the IPO pr
• $12.00 — are, a 15% discount to the IPO price of $12.00 per share. The Fund and the Nexus Fund
• $99,999,996 — are, for an aggregate purchase price of $99,999,996. All purchases of the securities descr

Filing Documents

• tm2420305d1_sc13d.htm (SC 13D) — 84KB
• 0001104659-24-083555.txt ( ) — 86KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to the shares of common stock, par value $0.0001 per share (“ Common Stock ”), of Artiva Biotherapeutics, Inc., a Delaware corporation (the “ Issuer ”), which has its principal executive offices at 5505 Morehouse Drive, Suite 100, San Diego, CA 92121.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D 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 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 shares of Common Stock directly held by the RA Capital Nexus Fund, L.P (the “ Nexus Fund ”); (iii) 826,832 shares of Common Stock directly held by the RA Capital Nexus Fund III, L.P (the “ Nexus Fund III ”); and (iv) 68,320 shares of Common Stock directly held by a separately managed account (the “ Account ”). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund, RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund and RA Capital Nexus Fund III GP, LLC is the general partner of the Nexus Fund III. 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, the Nexus Fund, the Nexus Fund III and the Account 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, the Nexus Fund, the Nexus Fund III or the Account. Each of the Fund, the Nexus Fund and the Nexus Fund III 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

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Prior to the Issuer’s initial public offering (the “ IPO ”), (i) the Fund purchased an aggregate of 2,475,340 shares of Series A Preferred Stock, 706,232 shares of Series B Preferred Stock and simple agreements for future equity (“ SAFEs ”) with an aggregate principal amount of $3,296,448.20; (ii) the Nexus Fund purchased an aggregate of 925,000 shares of Series A Preferred Stock and 235,411 shares of Series B Preferred Stock; (iii) the Nexus Fund III purchased SAFEs with an aggregate principal amount of $1,412,763.51; and (iv) the Account purchased an aggregate of 299,660 shares of Series A Preferred Stock. The aggregate purchase price of the foregoing was $33,567,284.71. On July 12, 2024, the Issuer effected a 1-for-4.386 reverse stock split of its common stock and convertible preferred stock and a proportional adjustment to the existing conversion ratios of each SAFE (the “ Reverse Stock Split ”). In connection with the closing of the IPO, on July 22, 2024, the Preferred Stock discussed above automatically converted into shares of Common Stock on a one-for-one basis and the SAFEs automatically converted to shares of Common Stock at a price of $10.20 per share, a 15% discount to the IPO price of $12.00 per share. The Fund and the Nexus Fund III also purchased 7,645,007 and 688,326 shares of Common Stock, respectively, from the underwriters of the IPO at the IPO price of $12.00 per share, for an aggregate purchase price of $99,999,996. All purchases of the securities described herein were for cash and were funded by working capital of the Fund, the Nexus Fund, the Nexus Fund III and the Account, as applicable.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons acquired the Common Stock reported herein for investment purposes and not with an intent, purpose or effect of changing control of the Issuer. Although the Reporting Persons currently have no plan or proposal to acquire any additional Issuer securities or to dispose of any of the Issuer securities reported herein, the Reporting Persons may acquire additional Issuer securities from time to time or dispose of Issuer securities they beneficially own, on the open market or in private transactions or otherwise (including by means of 10b5-1 programs), consistent with their investment purposes and in amounts, on such terms and at such times as to be determined by the Reporting Persons based upon a number of factors, including, without limitation, their ongoing assessment of the Issuer’s business prospects, the availability of Issuer securities at prices that would make the purchase or sale of such securities desirable, prevailing market conditions, the availability of other investment opportunities, and/or other considerations. In addition, consistent with their investment purpose, the Reporting Persons may engage in communications with persons associated with the Issuer, including stockholders of the Issuer, officers of the Issuer, members of the board of directors of the Issuer, and/or or other third parties, to discuss matters regarding the Issuer, including but not limited to its operations, strategic direction, governance or capitalization, and potential business combinations or dispositions involving the Issuer or certain of its businesses. Laura Stoppel, a Principal of RA Capital, currently serves as a director of the Issuer and therefore will engage in regular discussions with the Issuer’s board of directors and management as part of her duties as a director. Neither Ms. Stoppel (other than in her capacity as a director) nor the Reporting Persons have any present plans or proposals that relate to,

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 23,281,561 shares of Common Stock outstanding as of July 22, 2024 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 July 22, 2024. CUSIP No. 04317A107 (b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D and Item 2 above is incorporated by reference. (c) Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. (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. (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 Lock-up Agreements The holders of substantially all of the Issuer’s pre-IPO capital stock, including the Fund, the Nexus Fund, the Nexus Fund III and the Account, and each of the Issuer’s directors, entered into lock-up agreements (the “ Lock-Up Agreements ”) with the representatives of the underwriters of the Issuer’s IPO. Pursuant to the Lock-Up Agreements, none of the Fund, the Nexus Fund, the Nexus Fund III and the Account is permitted, with limited exceptions, for a period of 180 days from July 18, 2024, to offer, sell, or otherwise transfer or dispose of any of the Issuer’s securities, without the consent of Jefferies LLC and TD Securities (USA) LLC. The description of the Lock-Up Agreements contained in this Item 6 is qualified in its entirety by reference to the full text of the form of Lock-up Agreement filed as Exhibit 2 to this Schedule 13D and incorporated by reference herein. Investors’ Rights Agreement On February 22, 2021, the Issuer, the Fund, the Nexus Fund, the Account and certain other parties entered into an amended and restated investors’ rights agreement (the “ Investors’ Rights Agreement ”). The Investors’ Rights Agreement provides the Fund, the Nexus Fund, the Account and other parties thereto with certain demand registration rights, including shelf registration rights, in respect of the shares of Common Stock issued to it upon conversion of the convertible preferred stock, subject to certain conditions. In addition, in the event that the Issuer registers additional shares of Common Stock for sale to the public, it will be required to give notice of such registration to the Fund, the Nexus Fund, the Account and certain other parties of its intention to effect such a registration, and, upon request of one or more such parties and subject to certain limitations,

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit 1 Joint Filing Agreement Exhibit 2 Form of Lock-up Agreement (incorporated by reference to Exhibit A to the Form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s Registration Exhibit 3 Amended and Restated Investors’ Rights Agreement, dated February 22, 2021, by and among the Registrant and certain of its stockholders. (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-280568), filed with the SEC on July 15, 2024). CUSIP No. 04317A107

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: July 29, 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. 04317A107 EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of July 29, 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 $0.0001 per share of Artiva Biotherapeutics, Inc. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree. Executed and delivered as of the date first above written. 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 Cap

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