RA Capital Management Amends PepGen Stake

TL;DR

RA Capital updated their PepGen filing on 3/11. 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 for PepGen Inc. as of March 11, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. RA Capital Management, L.P. is a significant investor in the pharmaceutical preparations sector.

Why It Matters

This amendment signals a potential shift in the ownership structure or investment strategy of a major shareholder in PepGen Inc., which could impact the company's stock performance and future direction.

Risk Assessment

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

Key Players & Entities

• RA Capital Management, L.P. (company) — Filing entity
• PepGen Inc. (company) — Subject company
• Peter Kolchinsky (person) — Group member and contact person
• RA Capital Healthcare Fund, L.P. (company) — Group member
• 713317105 (other) — CUSIP Number for PepGen Inc.

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $12.00 — These options have an exercise price of $12.00 per share. * Represents future vestin

Filing Documents

• tm248536d1_sc13da.htm (SC 13D/A) — 86KB
• 0001104659-24-033131.txt ( ) — 88KB

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 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “ SEC ”) on May 20, 2022 and amended on June 23, 2022 and February 13, 2024 (as amended, the “ Statement ”) by RA Capital Management, L.P. (“ RA Capital ”), Peter Kolchinsky, Rajeev Shah, RA Capital Healthcare Fund, L.P. (the “ Fund ”) and RA Capital Nexus Fund II, L.P. (the “ Nexus Fund II ”) with respect to the common stock, par value $0.0001 per share (the “ Common Stock ”), of PepGen Inc., a Delaware corporation (the “ Issuer ”). 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 supplemented as follows: (a) This Schedule 13D is being filed on behalf of RA Capital, Dr. Kolchinsky, Mr. Shah and 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 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 Common Stock reported herein includes (i) 9,179,273 shares held by the Fund; (ii) 1,302,600 shares held by the Nexus Fund II; (iii) 207,672 shares held by a separately managed account (the “ Account ”); and (iv) a total of 5,347 shares underlying vested stock options (right to buy), and 486 shares underlying stock options (right to buy) which shall vest within 60 days of this filing held by Dr. Joshua 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 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 II, 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 II or the Account. The 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 and the Nexus Fund II, and each of these funds has divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice. The Fund and the Nexus Fund II disclaim beneficial ownership of the securities they hold for purposes of Section 13(d)

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Statement is hereby amended

Item 5 of the Statement is hereby amended and supplemented as follows: (a) The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 32,354,495 outstanding shares of Common Stock on March 1, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2024, and giving effect to stock options, to the extent exercisable within 60 days hereof, as referenced herein. (b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D and Item 2 above is incorporated by reference. (c) The following table lists the Reporting Persons’ transactions in Common Stock that have not previously been reported during the sixty day period prior to the filing of this amended Schedule 13D. Transaction Purchaser Date No. Shares Price Vest Stock Option (Right to Buy) RA Capital May 6, 2024 243 (1)* (1) This option represents a right to purchase a total of 11,667 shares of the Issuer’s Common Stock, which began vesting from May 6, 2022 and vested with respect to 25% of the shares on May 6, 2023, with the remainder vesting in 36 equal monthly installments, subject to Dr. Joshua Resnick’s continuous service to the Issuer through each vesting date. These options have an exercise price of $12.00 per share. * Represents future vesting within 60 days from the filing date of this Schedule 13D/A. (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. (e) Not applicable.

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: March 11, 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 Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of March 11, 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 PepGen 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 Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree. Executed and delivered as of the date first above written. 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: Ge

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View this SC 13D/A filing on SEC EDGAR