Redmile Group Adjusts Fate Therapeutics Stake

TL;DR

Redmile Group now owns 11.7% of Fate Therapeutics after filing an amendment.

AI Summary

Redmile Group, LLC, through its affiliate Redco II Master Fund, L.P., has amended its Schedule 13D filing regarding Fate Therapeutics, Inc. as of March 25, 2024. The filing indicates a change in beneficial ownership, with Redmile Group, LLC now holding 11.7% of Fate Therapeutics' common stock. This amendment reflects adjustments to their holdings and potentially their investment strategy.

Why It Matters

This filing signals a potential shift in major shareholder influence or strategy for Fate Therapeutics, which could impact its stock performance and future corporate decisions.

Risk Assessment

Risk Level: medium — Changes in significant shareholder stakes can indicate evolving investor sentiment or strategic shifts, introducing potential volatility.

Key Numbers

• 11.7% — Ownership Stake (Redmile Group's beneficial ownership of Fate Therapeutics' common stock as of the filing date.)
• March 25, 2024 — Filing Date (The date as of which the Schedule 13D/A filing was made.)

Key Players & Entities

• Redmile Group, LLC (company) — Filing entity
• Redco II Master Fund, L.P. (company) — Affiliate of filing entity
• Fate Therapeutics, Inc. (company) — Subject company
• Jennifer Ciresi (person) — Person authorized to receive notices

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o
• $5 — a price per Pre-Funded Warrant equal to $5.50, less the exercise price per Pre-Fun
• $19,996,365.64 — o;), for an aggregate purchase price of $19,996,365.64. The source of funds for the aggregate

Filing Documents

• tm249643d1_sc13da.htm (SC 13D/A) — 94KB
• tm249643d1_ex99-10.htm (EX-99.10) — 34KB
• 0001104659-24-038492.txt ( ) — 130KB

Source and Amount of Funds or Other Consideration

ITEM 3. Source and Amount of Funds or Other Consideration. Item 3 of the Prior Schedule 13D is hereby amended and supplemented by adding the following paragraph immediately after the last paragraph of Item 3: The Issuer and RedCo II entered into a securities purchase agreement, dated as of March 19, 2024 (the “ Purchase Agreement ”), pursuant to which, subject to the closing of the underwritten public offering of the Issuer’s Common Stock that occurred on March 21, 2024 (the “ Public Offering ”), the Issuer issued and sold to RedCo II in a private placement (the “ Private Placement ”) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to an aggregate of 3,636,364 shares of Common Stock (the “ Pre-Funded Warrant Shares ”) at a price per Pre-Funded Warrant equal to $5.50, less the exercise price per Pre-Funded Warrant of $0.001 (the “ Warrant Purchase Price ”), for an aggregate purchase price of $19,996,365.64. The source of funds for the aggregate purchase price was the working capital of RedCo II.

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer. Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated to read in its entirety as follows: (a) The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Persons includes the following: (i) 224,408 shares of Common Stock held by Redmile Capital Fund, LP, (ii) 289,409 shares of Common Stock held by Redmile Capital Offshore Master Fund, Ltd., (iii) 353,233 shares of Common Stock held by Redmile Capital Offshore II Master Fund, Ltd., (iv) 151,545 shares of Common Stock held by Redmile Strategic Trading Sub, Ltd., (v) 1,559,332 shares of Common Stock held by Redmile Strategic Long Only Trading Sub, Ltd., (vi) 7,494,724 shares of Common Stock held by RedCo II, (vii) 1,931,216 shares of Common Stock held by Redmile Biopharma Investments I, L.P., (viii) 678,222 shares of Common Stock held by RedCo I, L.P., (ix) 382,552 shares of Common Stock held by Map 20 Segregated Portfolio, a segregated portfolio of LMA SPC, and (x) 104,416 shares of Common Stock held by RM Special Holdings 8, LLC (collectively, the “ Redmile Funds ”). Redmile is the investment manager/adviser to each of the Redmile Funds and, in such capacity, exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. The Reporting Persons may also be deemed to beneficially own: (i) 11,331 shares of Common Stock pursuant to certain restricted stock units that have vested or will vest within 60 days of the date of this filing, and (ii) 72,227 shares of Common Stock subject to options to purchase shares of Common Stock that are exercis

Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer

ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer. The paragraphs under the heading “Securities Purchase Agreement” and “Lock-up Agreement” are hereby added after the last paragraph in Item 6 of the Prior Schedule 13D: Securities Purchase Agreement The Purchase Agreement was entered into as of March 19, 2024 by and between the Issuer and RedCo II. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to RedCo II, subject to the closing of the Public Offering, the Pre-Funded Warrants at the Warrant Purchase Price. Pursuant to the Purchase Agreement, the Issuer agreed to file a resale registration statement with the SEC as soon as practicable, and in all events within 30 days after the closing of the Private Placement, to register the resale of the Pre-Funded Warrant Shares. The Pre-Funded Warrants and the Pre-Funded Warrant Shares are described in more detail below. - 10 - The foregoing summary of the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 99.8 to this Schedule 13D and is incorporated herein by reference. Pre-Funded Warrants to Purchase Common Stock The Pre-Funded Warrants acquired by RedCo II in the Private Placement entitle RedCo II to purchase up to an aggregate of 3,636,364 Pre-Funded Warrant Shares at an exercise price of $0.001 per Pre-Funded Warrant Share. The Pre-Funded Warrants are exercisable by the holder at any time on or after the issuance date until fully exercised, subject to the Warrant Beneficial Ownership Blocker. The foregoing summary of the Pre-Funded Warrants is not intended to be complete and is qualified in its entirety by reference to the full text of the Form of Pre-Funded Warrant, which is filed as Exhibit 99.9 to this Schedule 13D and is incorporated herein by referen ce. Lock-Up Agreement On March 19, 2024

Material to Be Filed as Exhibits

ITEM 7. Material to Be Filed as Exhibits. The exhibit list in Item 7 of the Prior Schedule 13D is hereby amended and supplemented by adding Exhibit 99.8 to Exhibit 99.10, and the remainder of Item 7 of the Prior Schedule 13D is unchanged and the exhibits listed therein have been previously filed. Exhibit Number Description Exhibit 99.8 Securities Purchase Agreement, dated as of March 19, 2024, by and among the Issuer and RedCo II Master Fund, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on March 21, 2024). Exhibit 99.9 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on March 21, 2024). Exhibit 99.10 Form of Lock-Up Agreement, dated March 19, 2024, for Michael Lee - 11 - 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: March 25, 2024 REDMILE GROUP, LLC /s/ Jeremy C. Green Name: Jeremy C. Green Title: Man aging Member Dated: March 25, 2024 /s/ Jeremy C. Green JEREMY C. Green Dated: March 25, 2024 RedCo II MAster fund, L.P. By: Redco II (GP), LLC, its general partner /s/ Jeremy C. Green Name: Jeremy C. Green Title: Managing Member

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View this SC 13D/A filing on SEC EDGAR