Bain Capital Amends Solid Biosciences Stake, Signals Ownership Change

TL;DR

**Bain Capital just updated its stake in Solid Biosciences, watch for market reaction.**

AI Summary

Bain Capital Life Sciences Investors, LLC, along with its affiliates Bain Capital Life Sciences Fund II, L.P., BCIP Life Sciences Associates, LP, and BCLS II Investco, LP, filed an Amendment No. 7 to their Schedule 13D on January 8, 2024, regarding their ownership in Solid Biosciences Inc. This filing updates their previous disclosures, indicating a change in their beneficial ownership of Solid Biosciences Inc. Common Stock, $0.001 par value per share. This matters to investors because significant changes in ownership by large institutional investors like Bain Capital can signal their evolving confidence in the company's future prospects, potentially influencing market perception and stock price.

Why It Matters

This filing indicates a change in the beneficial ownership of Solid Biosciences Inc. by a major institutional investor, Bain Capital, which can influence investor sentiment and the stock's perceived value.

Risk Assessment

Risk Level: medium — Changes in significant institutional ownership can introduce volatility and uncertainty, as other investors may interpret the move positively or negatively.

Analyst Insight

Investors should monitor subsequent filings from Bain Capital and Solid Biosciences Inc. to understand the full scope and implications of this ownership change, as it could precede further strategic moves or changes in company direction.

Key Players & Entities

• Bain Capital Life Sciences Investors, LLC (company) — the filing person and a major institutional investor
• Solid Biosciences Inc. (company) — the subject company whose securities are being reported
• Bain Capital Life Sciences Fund II, L.P. (company) — a group member associated with the filing person
• BCIP LIFE SCIENCES ASSOCIATES, LP (company) — a group member associated with the filing person
• BCLS II INVESTCO, LP (company) — a group member associated with the filing person
• January 8, 2024 (date) — date of event requiring the filing
• $0.001 (dollar_amount) — par value per share of Solid Biosciences Inc. Common Stock

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class
• $5.53 — 03 shares of Common Stock at a price of $5.53 per share, and, to one January 2024 PIP
• $5.529 — 8 shares of Common Stock, at a price of $5.529 per pre-funded warrant (the January 202
• $5,000,004.80 — e Placement, for total consideration of $5,000,004.80. References to and the description of

Filing Documents

• d134075dsc13da.htm (SC 13D/A) — 86KB
• 0001193125-24-005969.txt ( ) — 88KB

Source and Amount of Funds

Item 3. Source and Amount of Funds

of the

Item 3 of the Initial Statement is hereby amended and supplemented to add the following: January 2024 Securities Purchase Agreement On January 8, 2024, the Issuer entered into a securities purchase agreement (the January 2024 Securities Purchase Agreement) with certain institutional accredited investors (the January 2024 PIPE Investors), pursuant to which the Issuer agreed to issue and sell to the January 2024 PIPE Investors in a private placement an aggregate of 16,973,103 shares of Common Stock at a price of $5.53 per share, and, to one January 2024 PIPE Investor in lieu of shares of Common Stock, a pre-funded warrant to purchase 2,712,478 shares of Common Stock, at a price of $5.529 per pre-funded warrant (the January 2024 Private Placement). The January 2024 Private Placement is expected to close on or about January 11, 2024, subject to the satisfaction of certain customary closing conditions. BCLS II Equity Opportunities, LP (BCLS II Equity), an affiliate of BCLSI, agreed to purchase 904,160 shares of Common Stock in the January 2024 Private Placement, for total consideration of $5,000,004.80. References to and the description of the January 2024 Securities Purchase Agreement set forth above in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of the January 2024 Securities Purchase Agreement, which is attached hereto as Exhibit N and incorporated by reference herein.

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

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Initial Statement is hereby amended and supplemented to add the following

Item 6 of the Initial Statement is hereby amended and supplemented to add the following: January 2024 Registration Rights Agreement On January 8, 2024, the Issuer entered into a registration rights agreement (the January 2024 Registration Rights Agreement) with the January 2024 PIPE Investors, including BCLS II Equity, pursuant to which the Issuer agreed to register for resale the shares of Common Stock issued in the January 2024 Private Placement and the shares of Common Stock issuable upon exercise of the pre-funded warrants issued in the January 2024 Private Placement (collectively, the January 2024 Registrable Securities). Under the January 2024 Registration Rights Agreement, the Issuer agreed to file a registration statement covering the resale by the January 2024 PIPE Investors of their January 2024 Registrable Securities no later than 30 days following the closing of the January 2024 Private Placement (the January 2024 Filing Date). The Issuer agreed to use commercially reasonable efforts to cause such registration registrable securities under the January 2024 Registration Rights Agreement. If (i) the registration statement has not been filed by the January 2024 Filing Date, (ii) the registration statement has not been declared effective by the SEC prior to the earlier of (A) five business days after the date on which the Issuer is notified by the SEC that the registration statement will not be reviewed by the SEC staff or is not subject to further comment by the SEC staff, or (B) 15 days after the January 2024 Filing Date (or, in the event the SEC reviews the registration statement, 60 days following the closing of the January 2024 Private Placement) or (iii) after the registration statement has been declared effe

Material to be filed as Exhibits

Item 7. Material to be filed as Exhibits

of

Item 7 of the Initial Statement is hereby amended and supplemented to add the following: Exhibit N Form of January 2024 Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with the SEC on January 8, 2024 (File No. 001-38360)) Exhibit O Form of January 2024 Registration Rights Agreement (incorporated by reference from Exhibit 10.2 to the Issuers Current Report on Form 8-K filed with the SEC on January 8, 2024 (File No. 001-38360)) CUSIP No. 83422E 105 13D Page 8 of 8

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 10, 2024 BCLS SB Investco, LP By: Bain Capital Life Sciences Partners, LP, its general partner By: Bain Capital Life Sciences Investors, LLC, its general partner By: /s/ Adam Koppel Name: Adam Koppel Title: Partner Bain Capital Life Sciences Fund II, L.P. By: Bain Capital Life Sciences Investors II, LLC, its general partner By: Bain Capital Life Sciences Investors, LLC, its manager By: /s/ Adam Koppel Name: Adam Koppel Title: Partner BCLS II Investco, LP By: BCLS II Investco (GP), LLC, its general partner By: Bain Capital Life Sciences Fund II, L.P., its managing member By: Bain Capital Life Sciences Investors II, LLC, its general partner By: Bain Capital Life Sciences Investors, LLC, its manager By: /s/ Adam Koppel Name: Adam Koppel Title: Partner BCIP Life Sciences Associates, LP By: Boylston Coinvestors, LLC, its general partner By: /s/ Adam Koppel Name: Adam Koppel Title: Authorized Signatory

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