RA Capital Amends Eliem Therapeutics Stake

TL;DR

RA Capital updated their Eliem Therapeutics filing - ownership change, details TBD.

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 for Eliem Therapeutics, Inc. as of June 6, 2024. This amendment, the sixth for the filing, indicates a change in their beneficial ownership of Eliem Therapeutics' common stock. The filing does not specify the exact percentage change or dollar amounts involved in this amendment.

Why It Matters

This filing signals a potential shift in significant ownership for Eliem Therapeutics, which could influence the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in significant shareholder positions, which can lead to increased volatility.

Key Numbers

• 6 — Amendment Number (This is the sixth amendment to the Schedule 13D filing.)

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 RA Capital group
• RA Capital HealthCare Fund, L.P. (company) — Member of the RA Capital group

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Classof Securitie
• $12.50 — These options have an exercise price of $12.50. * Represents future vesting options

Filing Documents

• tm2416616d1_sc13da.htm (SC 13D/A) — 93KB
• 0001104659-24-069100.txt ( ) — 94KB

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. 6 (this “ Amendment No. 6 ” 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, March 18, 2024, April 12, 2024 and May 17, 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. 6 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 ownership of the Issuer’s securities includes (i) 10,599,586 shares of Common Stock held directly by the Fund, (ii) 1,226,497 shares of Common Stock held directly by RA Capital Nexus Fund, L.P (the “ Nexus Fund ”), (iii) 483,679 shares of Common Stock held directly by RA Capital Nexus Fund II, L.P. (the “ Nexus Fund II ”), (iv) 841,087 shares of Common Stock held directly by a separately managed account (the “ Account ”), (v) a total of 38,888 vested stock options (right to buy), and (vi) 1,112 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 dive

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 the sum of (i) 29,752,317 shares of Common Stock outstanding as of May 30, 2024, as reported in the Issuer’s Proxy Statement on Schedule 14A filed with the SEC on June 4, 2024 and (ii) 40,000 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 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.

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 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: June 6, 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 08/01/2024 557 (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, 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. † The Common Stock and percentage ownership reported in this amendment reflect an increase in the number of outstanding shares of the Issuer. The vesting options in Schedule A did not cause a material change in the Reporting Persons’ beneficial ownership. CUSIP No. 28658R 106 EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of June 6, 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 tim

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View this SC 13D/A filing on SEC EDGAR