RA Capital Adjusts Eliem Therapeutics Stake

TL;DR

RA Capital filed an amendment on their Eliem Therapeutics stake. Keep an eye on this.

AI Summary

RA Capital Management, L.P. and its affiliates, including Peter Kolchinsky and Ra HealthCare Fund, L.P., have amended their Schedule 13D filing regarding Eliem Therapeutics, Inc. as of March 18, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. The group previously held a significant stake and this amendment suggests ongoing activity or adjustments to their investment in the pharmaceutical company.

Why It Matters

This filing indicates ongoing strategic adjustments by a major healthcare-focused investment firm in a publicly traded pharmaceutical company, which could signal shifts in the company's future direction or valuation.

Risk Assessment

Risk Level: medium — Amendments to 13D filings by significant institutional investors can precede major corporate actions or signal changes in investment strategy, requiring careful monitoring.

Key Players & Entities

• RA Capital Management, L.P. (company) — Filer of the Schedule 13D/A
• Eliem Therapeutics, Inc. (company) — Subject company of the filing
• Peter Kolchinsky (person) — Member of the filing group
• RA Capital Healthcare Fund, L.P. (company) — Member of the filing group

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Classof Securitie
• $110 million — tio would value the Issuer initially at $110 million as of the closing of the proposed trans
• $20 million — hile Tango would initially be valued at $20 million. The Non-Binding Term Sheet also conte
• $12.50 — These options have an exercise price of $12.50. * Represents future vesting options

Filing Documents

• tm249128d1_sc13da.htm (SC 13D/A) — 110KB
• tm249128d1_ex99-2.htm (EX-99.2) — 14KB
• 0001104659-24-035606.txt ( ) — 126KB

Security and Issuer

Item 1. Security and Issuer

of the Statement is amended and supplemented as

Item 1 of the Statement is amended and supplemented as follows: This Amendment No. 3 (this “ Amendment No. 3 ” or this “ 13D/A ”) amends and supplements the statement on the Schedule 13D originally filed with the Securities and Exchange Commission (the “ SEC ”) on August 19, 2021, and amended on April 10, 2023 and November 17, 2023 (as amended, the “ Statement ”), filed by RA Capital Management, L.P., Dr. Kolchinsky, Mr. Shah, and RA Capital Healthcare Fund, L.P. with respect to the common stock, par value $0.0001 per share (the “ Common Stock ”), of Eliem Therapeutics, Inc., a Delaware corporation (the “ Issuer ”). Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 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 amended and restated as follows

Item 2 of the Statement is amended and restated as follows: (a) This 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 Reporting Persons ownership of the Issuer’s securities includes (1) 10,599,586 Common Stock shares held directly by the Fund, (2) 1,226,497 Common Stock shares held directly by RA Capital Nexus Fund, L.P (the “ Nexus Fund ”), (3) 483,679 Common Stock shares held directly by RA Capital Nexus Fund II, L.P. (the “ Nexus Fund II ”), (4) 841,087 Common Stock Shares held directly by a separately managed account (the “ Account ”), (5) a total of 27,222 vested stock options (right to buy), and (6) 1,110 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, RA Capital Nexus Fund GP, LLC is the general partner of the Nexus 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 the Fund, the Nexus Fund, the Nexus Fund II, and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “ Act ”), of any securities of the Issuer held by the Fund, the Nexus Fund, the Nexus Fund II or the Account. The Fund, the Nexus Fund, and the Nexus Fund II have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund, the Nexus Fund, and the Nexus Fund II, and each of these funds has divested themselves of voting and investment power over

Purpose of Transaction

Item 4. Purpose of Transaction

of the Statement is amended

Item 4 of the Statement is amended and supplemented by adding the following to the end thereof: As previously disclosed by the Issuer in July 2023, the Issuer has been conducting a comprehensive exploration of strategic alternatives focused on maximizing shareholder value. As part of this process, representatives of the Issuer and a development stage private biotechnology company that is majority-owned by funds affiliated with RA Capital (“ Tango ”) have recently engaged in preliminary discussions in an effort to determine whether a potential transaction between the two companies could be mutually beneficial. The Issuer formed a special committee of independent and disinterested directors, which does not include Dr. Levin, to oversee the Issuer’s exploration of strategic alternatives, including any potential transaction with Tango. On March 14, 2024, based on the progress of these discussions, Tango submitted a Summary of Proposed Terms for Transaction Between Eliem Therapeutics, Inc. and Tango (the “ Non-Binding Term Sheet ”) regarding the potential acquisition of Tango by the Issuer. The Non-Binding Term Sheet contemplates that the Issuer would acquire Tango through a transaction whereby the Issuer would issue common stock to Tango’s equityholders in exchange for all of the outstanding equity of Tango, and Tango would become a wholly-owned subsidiary of the Issuer (the “ Acquisition ”). Based on the terms set forth in the Non-Binding Term Sheet, the proposed exchange ratio would value the Issuer initially at $110 million as of the closing of the proposed transaction, while Tango would initially be valued at $20 million. The Non-Binding Term Sheet also contemplates that, in connection with the closing of the Acquisition, a concurrent private placement of common stock of the Issuer would be effected at or as of immediately after the closing of the Acquisition pursuant to binding subscription agreements to be enter

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Statement is hereby amended and restated

Item 5 of the Statement is hereby amended and restated in its entirety to read as follows: (a) and (b) See Items 7-11 of the cover pages above and Item 2. (c) The following table lists the Reporting Persons’ transactions in Common Stock that were effected during the sixty day period prior to the filing of this Schedule 13D/A 1 : Transaction Purchaser Date No. Shares Price Vest Stock Option (Right to Buy) RA Capital 1-Jan-2024 555 (1) Vest Stock Option (Right to Buy) RA Capital 1-Feb-2024 555 (1) Vest Stock Option (Right to Buy) RA Capital 1-Mar-2024 555 (1) Vest Stock Option (Right to Buy) RA Capital 1-Apr-2024 555 (1)* Vest Stock Option (Right to Buy) RA Capital 1-May-2024 555 (1)* (1) This option represents a right to purchase a total of 20,000 shares of the Issuer's Common Stock, which began vesting on August 1, 2021 in 36 equal monthly installments over three years, options have an exercise price of $12.50. * Represents future vesting options within 60 days from the filing date of this 13D/A. (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.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

of the Statement is amended and supplemented by

Item 7 of the Statement is amended and supplemented by the following: Exhibit 1 Joint Filing Agreement Exhibit 2 Summary of Proposed Terms for Transaction Between Eliem Therapeutics, Inc. and Tango 1 The Common Stock and percentage ownership reported in this amendment reflect an increase in the number of outstanding shares of the Issuer.

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: March 18, 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 Exhibit1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of March 18, 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 Eliem Therapeutics, 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 Capital Healthcare Fund GP, LL

View Full Filing

View this SC 13D/A filing on SEC EDGAR