Perceptive Advisors Amends Stake in Rhythm Pharmaceuticals

TL;DR

Perceptive Advisors just updated their Rhythm Pharma stake. Big pharma news incoming?

AI Summary

Perceptive Advisors LLC, through its affiliated entities including Perceptive Life Sciences Master Fund, Ltd., has amended its Schedule 13D filing regarding Rhythm Pharmaceuticals, Inc. as of April 3, 2024. The filing indicates a change in beneficial ownership, with Perceptive Advisors LLC now holding a significant stake in Rhythm Pharmaceuticals.

Why It Matters

This filing signals a potential shift in control or influence for Rhythm Pharmaceuticals, as a major investment firm has updated its ownership details.

Risk Assessment

Risk Level: medium — Changes in significant beneficial ownership can lead to increased volatility and potential strategic shifts for the company.

Key Players & Entities

• Perceptive Advisors LLC (company) — Filing entity and investment advisor
• Rhythm Pharmaceuticals, Inc. (company) — Subject company
• Perceptive Life Sciences Master Fund, Ltd. (company) — Affiliated entity of Perceptive Advisors
• Joseph Edelman (person) — Group member
• Alexander Rakitin (person) — Person authorized to receive notices

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $1,000 — ertible Preferred Stock ) at a price of $1,000 per share and an aggregate purchase pri
• $150,000,000 — hare and an aggregate purchase price of $150,000,000 (the Transaction ). The Funds will purc
• $90,000,000 — tock for an aggregate purchase price of $90,000,000. The Transaction is expected to close o
• $48.00 — e implied conversion price is initially $48.00. The conversion rate is subject to cust

Filing Documents

• d815846dsc13da.htm (SC 13D/A) — 63KB
• 0001193125-24-086172.txt ( ) — 65KB

is amended and supplemented as follows

Item 4 is amended and supplemented as follows: The information set forth in Item 6 below in this Amendment No. 1 is incorporated by reference into this Item 4. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

is amended and supplemented as follows

Item 6 is amended and supplemented as follows: Investment Agreement On April 1, 2024, Perceptive Discovery ID LP, the Master Fund, and C2 Life Sciences, LLC (together, the Funds ), and certain other investors (together with the Funds, the Investors ), entered into an Investment Agreement (the Investment Agreement ) with the Issuer, pursuant to which the Investors will purchase an aggregate of 150,000 shares of a new series of the Issuers Series A Convertible Preferred Stock, par value $0.001 per share (the Convertible Preferred Stock ) at a price of $1,000 per share and an aggregate purchase price of $150,000,000 (the Transaction ). The Funds will purchase an aggregate of 90,000 of the shares of Convertible Preferred Stock for an aggregate purchase price of $90,000,000. The Transaction is expected to close on or about April 15, 2024, subject to the satisfaction of customary closing conditions (the Closing Date ). Mr. Edelman is the managing member of C2 Life Sciences, LLC. Perceptive Discovery GP LLC is the general partner of Perceptive Discovery ID LP, and is managed by Perceptive Discovery Advisors, a relying advisor of Perceptive Advisors LLC. Certificate of Designations and Designation of Convertible Preferred Stock As set forth in the Issuers Current Report on Form 8-K filed on April 1, 2024, the Convertible Preferred Stock will rank senior to the shares of the Issuers Common Stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Issuer. The Convertible Preferred Stock will initially have a liquidation preference of $1,000 per share; provided that the liquidation preference in dissolution or upon a change of control shall be increased to be 175% of the then applicable liquidation preference, as described in the Certificate of Designations, which will be filed by the Issuer with the Secretary of State of the State of Delaware and become effective on or about the Closing Date (th

is amended and supplemented as follows

Item 7 is amended and supplemented as follows: Exhibit 2 Investment Agreement, dated as of April 1, 2024, by and among Rhythm Pharmaceuticals, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed April 1, 2024).

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: April 3, 2024 PERCEPTIVE ADVISORS LLC By: /s/ Joseph Edelman Name: Joseph Edelman Title: Managing Member /s/ Joseph Edelman JOSEPH EDELMAN PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD. By: /s/ Joseph Edelman Name: Joseph Edelman Title: Managing Member

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View this SC 13D/A filing on SEC EDGAR