RA Capital Adjusts Eliem Therapeutics Stake

TL;DR

RA Capital filed an amendment on Eliem Therapeutics, Inc. - watch for ownership changes.

AI Summary

RA Capital Management, L.P. and its affiliates, including Peter Kolchinsky and Ra Health Care Fund, L.P., have amended their Schedule 13D filing regarding Eliem Therapeutics, Inc. as of April 12, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or dollar amounts 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 company.

Why It Matters

This filing signals potential shifts in major shareholder positions, which could influence Eliem Therapeutics' stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings by significant investors like RA Capital can precede substantial market movements, indicating potential strategic actions.

Key Players & Entities

• RA Capital Management, L.P. (company) — Filing entity
• Eliem Therapeutics, Inc. (company) — Subject company
• Peter Kolchinsky (person) — Group member
• Ra Capital Healthcare Fund, L.P. (company) — Group member
• Rajeev Shah (person) — Group member

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Classof Securitie
• $1,000,000 — uired to pay Tenet a termination fee of $1,000,000 and reimburse Tenet’s expenses up
• $500,000 — net’s expenses up to a maximum of $500,000. It is expected that, subject to and e
• $3.84 — uo; PIPE Shares ”), at a price of $3.84 per PIPE Share (the “ Private Pla
• $45.9 million — ate Placement for the purchase price of $45.9 million and $4.1 million, respectively. The Pr
• $4.1 m — the purchase price of $45.9 million and $4.1 million, respectively. The Private Place
• $3.00 — These options have an exercise price of $3.00. (2) This option represents a right t
• $12.50 — These options have an exercise price of $12.50. * Represents future vesting options

Filing Documents

• tm2411791d1_sc13da.htm (SC 13D/A) — 120KB
• 0001104659-24-046867.txt ( ) — 121KB

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. 4 (this “ Amendment No. 4 ” or this “ Schedule 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, November 17, 2023 and March 18, 2024 (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. 4 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 and restated

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 Reporting Persons’ beneficial of Common Stock held directly by RA Capital Nexus Fund, L.P (the “ Nexus Fund ”), (3) 483,679 shares of Common Stock held directly by RA Capital Nexus Fund II, L.P. (the “ Nexus Fund II ”), (4) 841,087 shares of Common Stock held directly by a separately managed account (the “ Account ”), (5) a total of 27,777 vested stock options (right to buy), and (6) 11,110 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

Purpose of Transaction

Item 4. Purpose of Transaction

of the Statement is hereby

Item 4 of the Statement is hereby amended and supplemented as follows: Acquisition of Tenet Medicines, Inc. Following negotiations among the parties in furtherance of the proposed transaction contemplated by the Non-Binding Term Sheet, on April 10, 2024, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “ Acquisition Agreement ”) by and among the Issuer, Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer (“ Transitory Subsidiary ”), Tenet Medicines, Inc., a Delaware corporation that is majority-owned by entities affiliated with RA Capital (“ Tenet ”) and, solely in his capacity as Tenet equityholder representative, Stephen Thomas. The Acquisition Agreement provides for the acquisition of Tenet by the Issuer through the merger of Transitory Subsidiary into Tenet, with Tenet surviving as a wholly-owned subsidiary of the Company (the “ Acquisition ”). At the effective time of the Acquisition, by virtue of the Acquisition and without any action on the part of the holders of common stock of Tenet, (i) all issued and outstanding shares of the common stock of Tenet and (ii) all securities convertible into shares of common stock of Tenet will be converted into the right to receive, in the aggregate, a number of shares of the Issuer’s Common Stock (the “ Aggregate Consideration ”) (rounded to the nearest whole share) equal to fifteen and two-fifths percent (15.4%) of the outstanding shares of the Issuer’s Common Stock as of immediately following the closing of the Acquisition (and for the avoidance of doubt, before giving effect to the issuance of any securities pursuant to the Private Placement (as defined below)), calculated on a fully-diluted basis using the treasury stock method (including, for clarity, calculated by disregarding any out-of-the-money outstanding stock options of the Issuer). The Acquisition is subject to approv

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Statement is hereby amended and restated in

Item 5 of the Statement is hereby amended and restated in its entirety to read 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 27,719,409 shares of Common Stock outstanding as of March 22, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. (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 since the most recent amendment to this Statement 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 and supplemented

Item 6 of the Statement is hereby amended and supplemented as follows: The information included in Item 4 of this Schedule 13D/A is incorporated by reference herein. CUSIP No. 28658R 106

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

of the Statement is hereby amended and supplemented

Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit 1 Joint Filing Agreement Exhibit 3 Agreement and Plan of Merger and Reorganization, dated as of April 10, 2024, by and among Eliem Therapeutics, Inc., Tango Merger Sub, Inc., Tenet Medicines, Inc. and, solely in his capacity as the Company Equityholder Representative, Stephen Thomas (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K (File No. 001-40708), filed on April 11, 2024). Exhibit 4 Form of Company Support Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-40708), filed on April 11, 2024). Exhibit 5 Form of Tenet Support and Joinder Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K (File No. 001-40708), filed on April 11, 2024). Exhibit 6 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K (File No. 001-40708), filed on April 11, 2024). Exhibit 7 Securities Purchase Agreement, dated April 10, 2024, by and among Eliem Therapeutics, Inc. and the persons party thereto (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K (File No. 001-40708), filed on April 11, 2024). Exhibit 8 Registration Rights Agreement, dated April 10, 2024, by and among Eliem Therapeutics, Inc. and the persons party thereto (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K (File No. 001-40708), filed on April 11, 2024). CUSIP No. 28658R 106

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 12, 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. 28658R 106 SCHEDULE A Transaction Purchaser Date No. Shares Price Vest Stock Option (Right to Buy) RA Capital 05/18/2024 10,000 (1 )* Vest Stock Option (Right to Buy) RA Capital 06/01/2024 555 (2 )* (1) This option represents a right to purchase a total of 10,000 shares of the Issuer’s Common Stock, which vests in full on the earlier of May 18, 2024 or the day immediately prior to the 2024 annual meeting of stockholders, subject to Dr. Levin’s continued service to the Issuer through such vesting date. These options have an exercise price of $3.00. (2) 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, subject to Dr. Levin’s continued service to the Issuer through each vesting date. These options have an exercise price of $12.50. * Represents future vesting options within 60 days from the filing date of this Schedule 13D/A. CUSIP No. 28658R 106 EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of April 12, 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 s

View Full Filing

View this SC 13D/A filing on SEC EDGAR