RA Capital Management Amends ARS Pharma Stake

TL;DR

RA Capital updated their ARS Pharma filing on 3/29. Watch their moves.

AI Summary

RA Capital Management, L.P. and its affiliates, including Peter Kolchinsky and Ra Rajiv Shah, have amended their Schedule 13D filing for ARS Pharmaceuticals, Inc. on March 29, 2024. The filing indicates a change in their beneficial ownership, though the exact percentage and number of shares are not detailed in this excerpt. RA Capital Management, L.P. is a significant investor in the pharmaceutical sector.

Why It Matters

This amendment signals a potential shift in the holdings of a major institutional investor in ARS Pharmaceuticals, which could influence market perception and stock price.

Risk Assessment

Risk Level: medium — Amendments to 13D filings by significant investors like RA Capital can indicate changes in strategy or conviction, warranting closer monitoring.

Key Players & Entities

• RA Capital Management, L.P. (company) — Filing entity
• ARS Pharmaceuticals, Inc. (company) — Subject company
• Peter Kolchinsky (person) — Group member of RA Capital
• Rajiv Shah (person) — Group member of RA Capital
• RA Capital Healthcare Fund, L.P. (company) — Affiliated entity

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class o
• $13 million — o. 2 for an aggregate purchase price of $13 million. The purchase was for cash and was fund
• $9.06 — rket Purchase Fund 03/25/24 437,600 $9.06 (1) Open Market Purchase Fund 03/26
• $9.55 — rket Purchase Fund 03/26/24 457,745 $9.55 (2) Open Market Purchase Fund 03/27
• $9.79 — rket Purchase Fund 03/27/24 505,954 $9.79 (3) (1) These transactions were execu
• $8.89 — multiple trades at prices ranging from $8.89 to $9.30 per share; the price reported
• $9.30 — trades at prices ranging from $8.89 to $9.30 per share; the price reported above ref
• $9.25 — multiple trades at prices ranging from $9.25 to $10.00 per share; the price reported
• $10.00 — trades at prices ranging from $9.25 to $10.00 per share; the price reported above ref
• $9.75 — multiple trades at prices ranging from $9.75 to $9.95 per share; the price reported
• $9.95 — trades at prices ranging from $9.75 to $9.95 per share; the price reported above ref

Filing Documents

• tm2410240d1_sc13da.htm (SC 13D/A) — 90KB
• 0001104659-24-041150.txt ( ) — 92KB

Security and Issuer

Item 1. Security and Issuer

of the Statement is hereby amended

Item 1 of the Statement is hereby amended and supplemented as follows: This Amendment No. 2 (this “ Amendment No. 2 ” or this “Schedule 13D/A ”) amends and supplements the statement on the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2023 and amended on September 25, 2023 (the “ Statement ”), filed by RA Capital Management, L.P., Dr. Kolchinsky, Mr. Shah, and RA Capital Healthcare Fund, L.P. with respect to the common stock, $0.0001 par value per share (the “ Common Stock ”), of ARS Pharmaceuticals, Inc., a Delaware corporation (the “ Issuer ”). Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 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 restated in its entirety to read as follows: (a) This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. (“ RA Capital ”), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (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/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1. The Reporting Persons of Common Stock directly held by the RA Capital Nexus Fund II, L.P (the “ Nexus Fund II ”). 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 each of the Fund and the Nexus Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “ Act ”), of any securities of the Issuer held by the Fund or the Nexus Fund II. Each of the Fund and the Nexus Fund II has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer’s Common Stock reported herein. Because each of the Fund and the Nexus Fund II has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, each of the Fund and the Nexus Fund II disclaims beneficial ownership of the securities it hol

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Statement is hereby amended

Item 3 of the Statement is hereby amended and supplemented as follows: The Fund acquired additional securities of the Issuer in the transactions described in Schedule A of this Amendment No. 2 for an aggregate purchase price of $13 million. The purchase was for cash and was funded by the working capital of the Fund.

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 restated in its entirety to read as follows: (a) The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D/A is incorporated by reference. The percentage set forth in row 13 is based on 96,501,554 shares of Common Stock outstanding as of March 18, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2024. (b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D/A and Item 2 above is incorporated by reference. (c) Schedule A sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any Reporting Person and is incorporated herein by reference. (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/A. (e) Not applicable. CUSIP No. 82835W 10 8

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 29, 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 CUSIP No. 82835W 10 8 SCHEDULE A Transaction Purchaser Date No. Shares Price Open Market Purchase Fund 03/25/24 437,600 $9.06 (1) Open Market Purchase Fund 03/26/24 457,745 $9.55 (2) Open Market Purchase Fund 03/27/24 505,954 $9.79 (3) (1) These transactions were executed in multiple trades at prices ranging from $8.89 to $9.30 per share; the price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this Schedule 13D/A, were effected. (2) These transactions were executed in multiple trades at prices ranging from $9.25 to $10.00 per share; the price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this Schedule 13D/A, were effected. (3) These transactions were executed in multiple trades at prices ranging from $9.75 to $9.95 per share; the price reported above reflects the weighted average

View Full Filing

View this SC 13D/A filing on SEC EDGAR