RA Capital Amends Eliem Therapeutics Stake Filing

TL;DR

RA Capital updated their Eliem Therapeutics filing on 7/1/24. Watch for more details.

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 regarding Eliem Therapeutics, Inc. as of July 1, 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 the investment strategy or holdings of a significant institutional investor in Eliem Therapeutics, which could influence the stock's trading activity.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate changes in activist investor intentions or significant portfolio adjustments, warranting close 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) — Group member associated with RA Capital
• RA Capital Healthcare Fund, L.P. (company) — Group member associated with RA Capital

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $45.9 million — ate Placement for the purchase price of $45.9 million and $4.1 million, respectively. The pur
• $4.1 m — the purchase price of $45.9 million and $4.1 million, respectively. The purchases of t

Filing Documents

• tm2418696d1_sc13da.htm (SC 13D/A) — 93KB
• 0001104659-24-077010.txt ( ) — 95KB

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. 7 (this “ Amendment No. 7 ” 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, May 17, 2024 and June 6, 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. 7 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 shares of Common Stock held directly by Sera Medicines, LLC (“ Sera ”), (iii) 1,226,497 shares of Common Stock held directly by RA Capital Nexus Fund, L.P (the “ Nexus Fund ”), (iv) 483,679 shares of Common Stock held directly by RA Capital Nexus Fund II, L.P. (the “ Nexus Fund II ”), (v) 2,866,375 shares of Common Stock held directly by RA Capital Nexus Fund III, L.P. (the “ Nexus Fund III ”), (vi) 841,087 shares of Common Stock held directly by a separately managed account (the “ Account ”), and (vii) a total of 40,000 vested stock options (right to buy). 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, RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II, 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. The Fund and the Nexus Fund III collectively own approximately 81% of the outstanding equity interests of Sera and may be deemed to beneficially own the securities of the Issuer held by Sera for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “ Act ”). RA Capital serves as investment adviser for the Fund, the Nexus Fund, the

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Statement is hereby amended and supplemented

Item 3 of the Statement is hereby amended and supplemented as follows: On June 27, 2024, the Issuer completed its acquisition of Tenet in accordance with the terms of the Acquisition Agreement. At the closing of the Acquisition, the Issuer issued an aggregate of 5,560,047 shares of its Common Stock to Tenet equityholders. Of the shares issued to Tenet equityholders, 2,479,872 shares were issued to Sera, 973,000 shares were issued to the Fund and 1,807,000 shares were issued to the Nexus Fund III. The shares were received in consideration of equity interests in Tenet and such Tenet securities were funded by working capital of Sera, the Fund and the Nexus Fund III. Also, on June 27, 2024, the Issuer issued an aggregate of 31,238,282 PIPE Shares in connection with the closing of the Private Placement, which closed immediately following the closing of the Acquisition. The Fund and the Nexus Fund III purchased 11,949,171 and 1,059,375 PIPE Shares, respectively, in the Private Placement for the purchase price of $45.9 million and $4.1 million, respectively. The purchases of the PIPE Shares were funded by working capital of the Fund and the Nexus Fund III.

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) 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) 66,785,449 shares of Common Stock outstanding as of June 27, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 27, 2024 (which includes the shares issued in connection with the closing of the Acquisition and the Private Placement), 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 (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, Understanding or Relationships

Item 6. Contracts, Arrangements, Understanding 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 Fund and the Nexus Fund III collectively own approximately 81% of the outstanding equity interests of Sera. The remaining equity interests of Sera are owned by members of the Tenet management team, who are not affiliated with the Reporting Persons. On June 18, 2024, the Board of Directors of Sera granted profits interest units to each of Stephen Thomas, William Bonificio, and Naveen Daryani. Pursuant to the terms of the profits interest units, if, at the time Sera ultimately distributes the shares it received in the Acquisition, the value of such shares exceeds the value of such shares as of the date of the closing of the Acquisition, these individuals are entitled to share ratably in the distributions of such shares, up to a specified maximum. The specified maximum requires that the three holders of this series of profits interest units will not receive more than 50% of the total shares Sera distributes to its members. 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: July 1 , 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 Acquisition Fund 06/27/2024 973,000 (1 ) Acquisition Nexus Fund III 06/27/2024 2,479,872 (1 ) Acquisition Sera 06/27/2024 1,807,000 (1 ) Private Placement Fund 06/27/2024 11,949,171 $ 3.84 Private Placement Nexus Fund III 06/27/2024 1,059,375 $ 3.84 (1) Received in exchange for equity of Tenet pursuant to the Acquisition Agreement. EXHIBIT 1 CUSIP No. 28658R 106 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of July 1, 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 Agreeme

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View this SC 13D/A filing on SEC EDGAR