Perceptive Advisors Amends Rhythm Pharma Stake

TL;DR

Perceptive Advisors just updated their Rhythm Pharma stake - watch this space.

AI Summary

On April 17, 2024, Perceptive Advisors LLC, along with affiliated entities and individuals including Joseph Edelman, filed an amendment to their Schedule 13D. This filing indicates a change in beneficial ownership of Rhythm Pharmaceuticals, Inc. common stock. The group now holds a significant stake, with the exact percentage and number of shares detailed within the filing.

Why It Matters

This filing signals a potential shift in control or influence over Rhythm Pharmaceuticals, Inc. by a significant investment group, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing potential volatility.

Key Players & Entities

• Perceptive Advisors LLC (company) — Filing entity
• Rhythm Pharmaceuticals, Inc. (company) — Subject company
• Joseph Edelman (person) — Group member
• C2 LIFE SCIENCES LLC (company) — Group member
• PERCEPTIVE DISCOVERY FUND LP (company) — Group member
• PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD. (company) — Group member
• Alexander Rakitin (person) — Contact person for Perceptive Advisors LLC

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $1,000 — o be issued upon the conversion of each $1,000 of liquidation preference. The shares o

Filing Documents

• d803502dsc13da.htm (SC 13D/A) — 91KB
• d803502dex995.htm (EX-99.5) — 6KB
• 0001193125-24-099106.txt ( ) — 98KB

of the Schedule 13D is amended and supplemented as follows

Item 3 of the Schedule 13D is amended and supplemented as follows: The source of funds for the acquisition of the Series A Convertible Preferred Stock reported herein was the working capital of the Master Fund, Discovery Fund and C2. Item4. Purpose of Transaction

of the Schedule 13D is amended and supplemented as follows

Item 4 of the Schedule 13D is amended and supplemented as follows: The Information set forth in Item 6 below in this Amendment No. 2 is incorporated by reference into this Item 4. Item5. Interest in Securities of the Issuer

of the Schedule 13D is amended and supplemented as follows

Item 5 of the Schedule 13D is 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 60,140,495 outstanding shares of Common Stock as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024, and give effect to the conversion of 90,000 shares of the Issuers Series A Convertible Preferred Stock, par value $0.001 per share (the Series A Convertible Preferred Stock ) held by the Reporting Persons at the current Conversion Rate of 20.8333 shares of Common Stock to be issued upon the conversion of each $1,000 of liquidation preference. The shares of Series A Convertible Preferred Stock will be convertible into shares of Common Stock at the option of the holders thereof at any time following the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. (b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference and give effect to the conversion of the Series A Convertible Preferred Stock directly held by such Reporting Persons at the Conversion Rate. (c) On April 15, 2024, the Discovery Fund acquired 65,000 shares of Series A Convertible Preferred Stock, the Master Fund acquired 20,000 shares of Series A Convertible Preferred Stock, and C2 acquired 5,000 shares of Series A Convertible Preferred Stock, at a price of $1,000 per share pursuant to the terms of the Investment Agreement dated April 1, 2024. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Schedule 13D is amended and supplemented as follows

Item 6 of the Schedule 13D is amended and supplemented as follows: On April 15, 2024, the Discovery Fund, the Master Fund, and C2 entered into the Registration Rights Agreement with the Issuer, a copy of which is attached hereto as Exhibit 3. On April 15, 2024, the Issuer filed the Certificate of Designations setting forth the terms of the Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit 4. Item7. Material to be Filed as Exhibits

of the Schedule 13D is amended and supplemented as follows

Item 7 of the Schedule 13D is amended and supplemented as follows: Exhibit3 Form of Registration Rights Agreement by and between the Issuer and the investors named therein (incorporated by reference to Exhibit B of Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on April 1, 2024). Exhibit4 Certificate of Designations (incorporated by reference to Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on April 16, 2024). Exhibit5 Joint Filing Agreement.

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 17, 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 PERCEPTIVE DISCOVERY FUND LP By: Perceptive Discovery GP, LLC, its general partner By: /s/ Joseph Edelman Name: Joseph Edelman Title: Managing Member C2 LIFE SCIENCES LLC By: /s/ Joseph Edelman Name: Joseph Edelman Title: Managing Member

View Full Filing

View this SC 13D/A filing on SEC EDGAR