OrbiMed Amends Edgewise Therapeutics Stake on Jan 23

TL;DR

**OrbiMed updated its stake in Edgewise Therapeutics, signaling a potential shift in its investment thesis.**

AI Summary

OrbiMed Advisors LLC and its affiliates, including OrbiMed Capital GP VI LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital LLC, filed an Amendment No. 2 to their Schedule 13D for Edgewise Therapeutics, Inc. on January 23, 2024. This filing updates their beneficial ownership of Edgewise Therapeutics' Common Stock. While the filing itself doesn't detail specific transactions, it indicates a change in their reported holdings, which matters to investors as OrbiMed is a significant institutional investor and changes in their position can signal their evolving sentiment about the company's prospects.

Why It Matters

This filing updates the reported beneficial ownership of a major institutional investor, OrbiMed, in Edgewise Therapeutics, which can influence market perception and investor confidence.

Risk Assessment

Risk Level: low — This is an informational filing from a major investor and does not inherently pose a direct risk to the company or its stock, but rather provides an update on ownership.

Analyst Insight

Investors should monitor subsequent filings from OrbiMed for Edgewise Therapeutics to understand the nature of any changes in their beneficial ownership, as this could indicate a shift in their investment strategy or outlook on the company.

Key Numbers

• 28036F105 — CUSIP Number (identifies Edgewise Therapeutics' Common Stock)
• January 23, 2024 — Date of Event (the date requiring this amendment filing)
• Amendment No. 2 — Filing Amendment Number (indicates this is the second amendment to the original Schedule 13D)
• 0001710072 — Edgewise Therapeutics' CIK (Central Index Key for the subject company)
• 0001055951 — OrbiMed Advisors LLC's CIK (Central Index Key for the filing entity)

Key Players & Entities

• OrbiMed Advisors LLC (company) — the primary filing entity and a significant institutional investor
• Edgewise Therapeutics, Inc. (company) — the subject company whose common stock is being reported
• OrbiMed Capital GP VI LLC (company) — a group member of the filing entities
• OrbiMed Genesis GP LLC (company) — a group member of the filing entities
• OrbiMed Capital LLC (company) — a group member of the filing entities

Forward-Looking Statements

• OrbiMed's updated stake could lead to increased scrutiny from other institutional investors. (Edgewise Therapeutics, Inc.) — medium confidence, target: Q1 2024
• The market may interpret OrbiMed's continued involvement as a positive signal for Edgewise Therapeutics' long-term prospects. (Edgewise Therapeutics, Inc.) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.0001 — ,121 shares of common stock, par value $0.0001 per share, outstanding of Edgewise Ther
• $11.00 — ,818,182 Shares at an offering price of $11.00 per Share (the " Offering "). As a resu
• $5 million — ring price of such offering must exceed $5 million. The Issuer is required to use commerci
• $2 million — te price to the public equal or exceeds $2 million. The Issuer is not obligated to effect

Filing Documents

• ss2947877_sc13da.htm (SC 13D/A) — 127KB
• ss2947877_ex9901.htm (EX-99.1) — 7KB
• 0000947871-24-000068.txt ( ) — 136KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 2 (" Amendment No. 2 ") to Schedule 13D supplements and amendments the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Capital GP VI LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital LLC originally filed with the Securities and Exchange Commission (the " SEC ") on April 8, 2021, as amended by Amendment No. 1 filed with the SEC on September 16, 2022. This Amendment No. 2 relates to the common stock, par value $0.0001 per share (the " Shares "), of Edgewise Therapeutics, Inc., a corporation organized under the laws of Delaware (the " Issuer " ), with its principal executive offices located at 1715 38th St ., Boulder, Colorado 80301 . The Shares are listed on the NASDAQ Global Select Market under the ticker symbol "EWTX". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. On January 23, 2024, the Issuer completed an underwritten registered direct offering of 21,818,182 Shares at an offering price of $11.00 per Share (the " Offering "). As a result of the Offering, and notwithstanding the Reporting Persons' (as defined below) participation in the offering, as described in Item 3 below, the percentage of outstanding Shares that the Reporting Persons may be deemed to beneficially own decreased by more than 1%.

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 2 is being filed by OrbiMed Advisors LLC (" OrbiMed Advisors "), OrbiMed Capital GP VI LLC, (" GP VI "), OrbiMed Genesis GP LLC (" Genesis GP "), and OrbiMed Capital LLC (" OrbiMed Capital ") (collectively, the " Reporting Persons "). (b) — (c), (f) GP VI, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership, as more particularly described in Item 6 below. GP VI has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. Genesis GP, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership, as more particularly described in Item 6 below. Genesis GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI and Genesis GP, as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed Capital, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the investment adviser of certain entities as more particularly described in Item 6 below. OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. The directors and executive officers of OrbiMed Advisors, GP VI, Genesis GP, and OrbiMed Capital are set forth on Schedules I, II, III, and IV, respectively, attached hereto. Schedules I, II, III, and IV set forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation of employment and the name, principal business and addr

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration On and prior to the closing of the Offering on January 23, 2024, OrbiMed Advisors and GP VI, pursuant to their authority under the limited partnership agreement of OrbiMed Private Investments VI, LP (" OPI VI "), as more particularly referred to in Item 6 below, caused OPI VI to purchase 454,545 Shares in the Offering. The source of funds for such purchase was the working capital of OPI VI. As a result of the transactions described in this Item 3, GP VI, as the general partner of OPI VI, may be deemed to be the beneficial owner of approximately 16.9% of the outstanding Shares and OrbiMed Advisors, as the managing member of GP VI and Genesis GP, may be deemed to be the beneficial owner of approximately 17.3% of the outstanding Shares.

Purpose of Transaction

Item 4. Purpose of Transaction This the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer's business on behalf of the Reporting Persons' respective advisory clients. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its su

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following is based upon 85,279,121 Shares outstanding of the Issuer following the closing of an underwritten registered direct offering, as set forth in the Issuer's Rule 424(b)(5) Prospectus filed with the SEC on January 19, 2024. As of the date of this filing, OPI VI, a limited partnership organized under the laws of Delaware, holds 14,436,497 Shares, constituting approximately 16.9% of the issued and outstanding Shares. GP VI is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the managing member of GP VI, pursuant to the terms of the limited liability company agreement of GP VI. As a result, OrbiMed Advisors and GP VI share power to direct the vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VI. In addition, OrbiMed Advisors and GP VI, pursuant to their authority under the limited partnership agreement of OPI VI, caused OPI VI to enter into the agreements referred to in Item 6 below. As of the date of this filing, OrbiMed Genesis Master Fund, L.P. (" Genesis "), a limited partnership organized under the laws of the Cayman Islands, holds 319,599 Shares constituting approximately 0.4% of the issued and outstanding Shares. Genesis GP is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis, and OrbiMed Advisors is the managing member of Genesis GP, pursuant to the terms of the limited liability company agreement of Genesis GP. As a result, OrbiMed Advisors and Genesis GP share power to direct the vote and dispos

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP VI is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI. Pursuant to this agreement and relationship, GP VI has discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares of the Issuer attributable to OPI VI is 14,436,497 Shares. GP VI, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 14,436,497 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, Genesis GP is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis. Pursuant to this agreement and relationship, Genesis GP has discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power to vote and otherwise dispose of securities held by Genesis. The number of outstanding Shares of the Issuer attributable to Genesis is 319,599. Genesis GP, pursuant to its authority under the limited partnership agreement of Genesis, may be considered to hold indirectly 319,599 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of GP VI and Genesis GP, pursuant to the terms of the limited liability company agreements of GP VI and Genesis GP. Pursuant to these agreements and relationships, OrbiMed Advisors and GP VI have discretionary investment management authority with respect to the assets of OPI VI and OrbiMed Advisors and Genesis GP have discretionary investment management authority with respect to the assets of Genes

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP VI LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital LLC. 2. Amended and Restated Investors' Rights Agreement by and among the Issuer and each of the signatories thereto, dated as of December 3, 2020 (incorporated by reference to Exhibit 4.1 to the Issuer's Registration Statement on Form S-1 (File No. 333-253923), filed with the SEC on March 5, 2021). 3. Form of Lock-Up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer's Current Report on Form 8-K (File No. 001-40236), filed with the SEC on January 19, 2024). Signature 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: January 25, 2024 ORBIMED ADVISORS LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member ORBIMED CAPITAL GP VI LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC ORBIMED GENESIS GP LLC By: ORBIMED ADVISORS LLC, its managing member By: s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC ORBIMED CAPITAL LLC By: s/ Carl L. Gordon Name: Carl L. Gordon Title: Member SCHEDULE I The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022. Name Position with Reporting Person Principal Occupation Carl L. Gordon Member Member OrbiMed Advisors LLC Sven H. Borho German and Swedish Citizen Member Member OrbiMed Advisors LLC W. Carter Neild Member Member OrbiMed Advisors LLC Geoffrey C. Hsu Member Member OrbiMed Adviso

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