RA Capital Amends Stake in Aerovate Therapeutics

TL;DR

RA Capital updated their Aerovate stake filing on 6/20. Watch this space.

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 concerning Aerovate Therapeutics, Inc. as of June 20, 2024. The filing indicates a change in their beneficial ownership of the company's common stock.

Why It Matters

This amendment signals a potential shift in significant shareholder influence or strategy regarding Aerovate Therapeutics, which could impact the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in significant shareholder filings can indicate shifts in investment strategy or potential corporate actions, warranting close monitoring.

Key Numbers

• 20240620 — Filing Date (Date of the Schedule 13D/A amendment)

Key Players & Entities

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

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class o
• $1.51 — multiple trades at prices ranging from $1.51 to $1.75 per share; the price reported
• $1.75 — trades at prices ranging from $1.51 to $1.75 per share; the price reported above ref

Filing Documents

• tm2417705d1_sc13da.htm (SC 13D/A) — 78KB
• 0001104659-24-073538.txt ( ) — 80KB

Security and Issuer

Item 1. Security and Issuer

of the Statement is amended

Item 1 of the Statement is amended and supplemented as follows: This Amendment No. 3 (this “ Amendment No. 3 ” 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 July 12, 2021 and amended on June 27, 2023 and April 30, 2024 (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 Aerovate Therapeutics, Inc., a Delaware corporation (the “ Issuer ”), which has its principal executive offices at 930 Winter Street, Suite M-500, Waltham, MA 02451. Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 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

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 agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the “ Act ”) is attached hereto as Exhibit 1. The Reporting Persons’ beneficial ownership of the Issuer’s Common Stock consists of (i) 7,893,678 shares of Common Stock directly held by the Fund; (ii) 987,244 shares of Common Stock directly held by the RA Capital Nexus Fund, L.P (the “ Nexus Fund ”); (iii) 311,170 shares of Common Stock directly held by a separately managed account (the “ Account ”); (iv) a total of 49,305 vested stock options (right to buy) held by Joshua Resnick for the benefit of RA Capital; and (v) 695 stock options (right to buy) scheduled to vest within 60 days of this filing held by Dr. Resnick for the benefit of RA Capital. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. 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 each of the Fund, the Nexus Fund and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund, the Nexus Fund or the Account. Each of the Fund and the Nexus Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer&

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (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) 28,822,334 shares of Common Stock outstanding as of June 7, 2024, as reported in the Issuer’s prospectus dated June 10, 2024 filed with the SEC on June 10, 2024 and (ii) 50,000 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

Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit 1 Joint Filing Agreement CUSIP No. 008064107

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 20, 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. 008064107 SCHEDULE A Transaction Purchaser Date No. Shares Price Per Share Open Market Purchase Fund 06/17/2024 928,110 $ 1.67 (1) (1) These transactions were executed in multiple trades at prices ranging from $1.51 to $1.75 per share; the price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions were effected. CUSIP No. 008064107 EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of June 20, 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 Aerovate 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

View Full Filing

View this SC 13D/A filing on SEC EDGAR