Takeda Cuts Phathom Stake to 14.9%, Now Holds 10M Shares

TL;DR

**Takeda just cut its stake in Phathom to 14.9%, holding 10 million shares.**

AI Summary

Takeda Pharmaceutical Company Limited filed an amendment (SC 13D/A) on January 25, 2024, updating its ownership in Phathom Pharmaceuticals, Inc. Takeda now beneficially owns 10,000,000 shares of Phathom's Common Stock, representing 14.9% of the company. This update reflects a decrease from their previously reported stake, indicating Takeda has reduced its influence or investment in Phathom, which could signal a shift in Takeda's strategic interest or a move to free up capital.

Why It Matters

This matters to Phathom shareholders because a major institutional investor like Takeda reducing its stake can signal a lack of confidence or a change in strategic alignment, potentially impacting stock price and future partnerships.

Risk Assessment

Risk Level: medium — A significant reduction in ownership by a major pharmaceutical company like Takeda could be perceived negatively by the market, indicating potential concerns about Phathom's future prospects.

Analyst Insight

Investors should monitor Phathom's stock performance and any further announcements regarding Takeda's involvement, as a significant reduction by a major investor can signal underlying issues or a shift in market perception.

Key Numbers

• 10,000,000 — shares beneficially owned (Takeda's current holding in Phathom Pharmaceuticals, Inc.)
• 14.9% — percentage of class (Takeda's current beneficial ownership percentage of Phathom's Common Stock)
• $0.0001 — par value per share (the par value of Phathom Pharmaceuticals, Inc. Common Stock)
• January 24, 2024 — date of event (the date requiring the filing of this amendment)

Key Players & Entities

• Takeda Pharmaceutical Company Limited (company) — the reporting person decreasing its ownership in Phathom Pharmaceuticals, Inc.
• Phathom Pharmaceuticals, Inc. (company) — the issuer whose common stock is being reported on
• Yoshihiro Nakagawa (person) — contact person for Takeda Pharmaceutical Company Limited
• Shashi Khiani (person) — contact person at Polsinelli PC for legal notices

Forward-Looking Statements

• Phathom Pharmaceuticals, Inc. stock price may experience downward pressure due to Takeda's reduced stake. (Phathom Pharmaceuticals, Inc.) — medium confidence, target: Q1 2024
• Takeda Pharmaceutical Company Limited may be reallocating capital to other strategic priorities or investments. (Takeda Pharmaceutical Company Limited) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $8.10 — re sold to the Purchasers at a price of $8.10 per share for total consideration of $2
• $29,999,994.30 — 10 per share for total consideration of $29,999,994.30. The offering and sale of the Reporting

Filing Documents

• sc13da_012524.htm (SC 13D/A) — 74KB
• exhibit1_012524.htm (EX-1) — 78KB
• 0001395064-24-000006.txt ( ) — 153KB

Identity and Background

Item 2. Identity and Background. Schedule 1 referenced in Item 2 of the Prior Filing is hereby amended and replaced with the text set forth in Schedule 1 attached hereto.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Prior Filing is hereby amended and restated in its entirety as follows

Item 5 of the Prior Filing is hereby amended and restated in its entirety as follows (a) See rows (11) and (13) of the cover page to this Amendment for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Person. (b) See rows (7) through (10) of the cover page to this Amendment for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. (c) Transactions in the shares of Common Stock effected by the Reporting Person during the 60 days prior to the date hereof are set forth on Schedule 2 and are incorporated herein by reference. (d) To the best knowledge of the Reporting Person, no other person has 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 beneficially owned by the Reporting Person. (e) Not applicable.

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 Prior Filing is hereby amended and supplemented by adding the text set forth below

Item 6 of the Prior Filing is hereby amended and supplemented by adding the text set forth below On January 24, 2024, the Reporting Person sold an aggregate of 3,703,703 shares of the Common Stock in a private sale to Medicxi IV LP, a Jersey limited partnership, and Medicxi Co-Invest IV LP, a Jersey limited partnership (collectively, the " Purchasers "), pursuant to a Stock Purchase Agreement (the " Purchase Agreement ") by and among the Reporting Person and the Purchasers. Under the Purchase Agreement, the shares of Common Stock were sold to the Purchasers at a price of $8.10 per share for total consideration of $29,999,994.30. The offering and sale of the Reporting Person's Common Stock was made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1 to this Amendment and is incorporated herein by reference. CUSIP No. 71722W107 Page 4 of 5 Pages

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description 1 Stock Purchase Agreement, dated as of January 24, 2024 CUSIP No. 71722W107 Page 5 of 5 Pages 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. Dated January 25, 2024 TAKEDA PHARMACEUTICAL COMPANY LIMITED By s Amit Singh Name Amit Singh Title Senior Vice President and Head of Treasury SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON The name, business address, title and present principal occupation or employment of each of the directors and executive officers of Takeda Pharmaceutical Company Limited ("Takeda") are set forth below. If no address is given, the business address is 1-1, Nihonbashi-Honcho 2-Chome, Chuo-Ku, Tokyo MO 103-8668. Director Principal Occupation Citizenship Christophe Weber Representative Director, President and Chief Executive Officer of Takeda France Andrew S. Plump, M.D., Ph.D. President, Research and Development of Takeda US Costa Saroukos Chief Financial Officer of Takeda Australia Olivier Bohuon Former Director and Chairman at LEO Pharma AS France Jean-Luc Butel Global Healthcare Advisor, President of K8 Global Pte. Ltd Singapore Ian Clark Former CEO and Director of Genentech Inc. US Yoshiaki Fujimori Senior Executive Advisor of CVC Japan Japan Steven Gillis, Ph.D. Managing Director at ARCH Venture Partners US John Maraganore Former Chief Executive Officer and Director of Alnylam Pharmaceuticals US Kimberly A. Reed Former Chairman of the Board of Directors, President and CEO of the Export-Import Bank of the United States US Koji Hatsukawa Former CEO of PricewaterhouseCoopers Arata Japan Emiko Higashi Managing Director of Tomon Partners, LLC Japan Michel Orsinger Former Member of Global Management Team of Johnson Johnson Switzerland Masami Iijima Counselor of Mitsui Co., Ltd Japan Miki Tsusaka Presiden

View Full Filing

View this SC 13D/A filing on SEC EDGAR