RA Capital Amends Solid Biosciences Stake on Jan 11, 2024

TL;DR

**RA Capital updated its Solid Biosciences stake, watch for market reaction.**

AI Summary

RA Capital Management, L.P., along with Peter Kolchinsky and RA Capital Healthcare Fund, L.P., filed an amendment (SC 13D/A) on January 11, 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. This matters to investors because significant changes in holdings by large institutional investors like RA Capital can signal their evolving confidence in the company's future prospects, potentially influencing stock price movements.

Why It Matters

This filing indicates an update to a major institutional investor's position, which can be a signal to the market about their sentiment towards Solid Biosciences Inc.

Risk Assessment

Risk Level: medium — Changes in institutional ownership can introduce volatility and uncertainty, making the stock a medium risk.

Analyst Insight

Investors should monitor subsequent filings from RA Capital Management, L.P. to understand the nature and magnitude of the change in their stake, as this filing only indicates an amendment without specifying the details of the change itself. This could be a precursor to further buying or selling activity.

Key Players & Entities

• RA Capital Management, L.P. (company) — the filing entity and a major institutional investor
• Solid Biosciences Inc. (company) — the subject company whose stock is being reported
• Peter Kolchinsky (person) — a group member and contact person for RA Capital Management, L.P.
• RA Capital Healthcare Fund, L.P. (company) — a group member associated with RA Capital Management, L.P.
• January 11, 2024 (date) — the date of the event requiring this filing

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $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 “Janu
• $5,000,004.80 — e Placement, for total consideration of $5,000,004.80. References to and the description of
• $6.74 — ) RA Capital December 13,2023 9,650 $6.74 (1) Purchase (2) The Fund January 8

Filing Documents

• tm243217d1_sc13da.htm (SC 13D/A) — 89KB
• 0001104659-24-003373.txt ( ) — 91KB

Security and Issuer

Item 1. Security and Issuer

of the Statement is hereby amended and supplemented

Item 1 of the Statement is hereby amended and supplemented as follows: This Amendment No. 7 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2018, as amended by Amendment No. 1 filed on July 30, 2019, Amendment No. 2 filed on December 16, 2020, Amendment No. 3 filed on March 23, 2021, Amendment No. 4 filed on September 6, 2022, Amendment No. 5 filed on October 4, 2022, and Amendment No. 6 filed on December 5, 2022 (the “Statement”) by RA Capital Management, L.P. (“RA Capital”), Dr. Kolchinsky, Mr. Shah and RA Capital Healthcare Fund, L.P. (the “Fund”) with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Solid Biosciences Inc., a Delaware corporation (the “Issuer”). Unless otherwise defined herein, capitalized terms used in this Amendment No. 7 shall have the meanings ascribed to them in the Statement.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Initial Statement is hereby

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 closed on January 11, 2024, subject to the satisfaction of certain customary closing conditions. The Fund 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 2 and incorporated by reference herein.

Interests

Item 5. Interests in Securities of the Issuer

of the Statement is

Item 5 of the Statement is hereby amended and supplemented to add the following: (a) and (b) See Items 7-11 of the cover pages above and Item 2. (c) The following table lists the Reporting Persons’ transactions in Common Stock that were effected during the sixty day period prior to the filing of this Schedule 13D: Transaction Purchaser Date No. Shares Price Vested Stock Option (Right to Buy) RA Capital December 13,2023 9,650 $6.74 (1) Purchase (2) The Fund January 8, 2024 904,160 $ 5.53 (1) This option was granted on June 6, 2023, and vests in full on the earlier to occur of the one-year anniversary of the grant date and immediately prior to the Issuer's next annual meeting of stockholders occurring after the grant date, and the option will vest automatically as to 100% of the unvested portion of such option upon specified change in control events. (2) On January 8, 2024, the Fund entered a contract to purchase the mentioned shares of Common Stock pursuant to the January 2024 Private Placement as referenced above. The transaction closed on January 11, 2024. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings

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

of the Initial Statement is hereby

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 the Fund, 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 statement to be declared effective by the SEC as soon as reasonably practicable and to keep such registration statement effective until the date all January 2024 Registrable Securities covered by such registration statement have been sold or cease to be 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 or is not subject to further comment by the SEC, 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

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits

of the Statement is hereby amended and supplemented

Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit 1 Joint Filing Agreement Exhibit 2 Form of January 2024 Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on January 8, 2024 (File No. 001-38360)) Exhibit 3 Form of January 2024 Registration Rights Agreement (incorporated by reference from Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on January 8, 2024 (File No. 001-38360)) SIGNATURE 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. Date: January 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/ Ra jeev 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 AGREEMENT This Joint Filing Agreement, dated as of January 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 $0.001 per share of Solid Biosciences 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 requ

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