Baker Bros. Advisors Amends Entrada Therapeutics Stake

TL;DR

Baker Bros. Advisors updated their 13D filing for Entrada Therapeutics. Watch for more details on ownership changes.

AI Summary

Baker Bros. Advisors LP, through its general partner Baker Bros. Advisors (GP) LLC and principals Felix J. Baker and Julian C. Baker, filed an amendment on June 26, 2024, to their Schedule 13D for Entrada Therapeutics, Inc. The filing indicates a change in beneficial ownership, though specific share counts or dollar values are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in significant ownership for Entrada Therapeutics, which could influence the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant investors like Baker Bros. Advisors can indicate strategic moves or concerns about the company's future, impacting stock.

Key Players & Entities

• Baker Bros. Advisors LP (company) — Filer of the Schedule 13D amendment
• Entrada Therapeutics, Inc. (company) — Subject company of the Schedule 13D filing
• Felix J. Baker (person) — Principal of Baker Bros. Advisors (GP) LLC
• Julian C. Baker (person) — Principal of Baker Bros. Advisors (GP) LLC
• Baker Bros. Advisors (GP) LLC (company) — General partner of Baker Bros. Advisors LP

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $14.85 — 03 shares of Common Stock at a price of $14.85 per share and (ii) prefunded warrants t
• $14.8499 — efunded Warrants”), at a price of $14.8499 per warrant with an exercise price of $

Filing Documents

• tm2418117d1_sc13da.htm (SC 13D/A) — 101KB
• 0001104659-24-075206.txt ( ) — 103KB

Security and Issuer

ITEM 1. Security and Issuer. The class of equity securities to which this statement on Schedule 13D relates is the common stock, par value $0.0001 per share (the “Common Stock”) of Entrada Therapeutics, Inc. (the “Issuer”), a corporation organized under the laws of the State of Delaware. The address of the principal executive offices of the Issuer is One Design Center Place, Suite 17-500, Boston, Massachusetts 02210. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Source and Amount of Funds or Other Consideration

ITEM 3. Source and Amount of Funds or Other Consideration.

of this Schedule 13D is supplemented and

Item 3 of this Schedule 13D is supplemented and amended, as the case may be, as follows: The disclosures in Item 4 are incorporated herein, by reference.

Purpose of the Transaction

ITEM 4. Purpose of the Transaction.

of Amendment No. 1 is supplemented and amended, as the case

Item 4 of Amendment No. 1 is supplemented and amended, as the case may be, as follows: The disclosure in Item 6 is incorporated herein by reference. On June 24, 2024, the Issuer entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Funds and other investors pursuant to which the Issuer agreed to sell and such investors agreed to purchase in a registered direct offering (the “Offering”) an aggregate of (i) 3,367,003 shares of Common Stock at a price of $14.85 per share and (ii) prefunded warrants to purchase 3,367,003 shares of Common Stock (the “Prefunded Warrants”), at a price of $14.8499 per warrant with an exercise price of $0.0001 per share. The Offering closed on June 25, 2024. Pursuant to the Securities Purchase Agreement, 667 and Life Sciences purchased in the Offering 285,700 and 3,081,303 Prefunded Warrants, respectively, at a purchase price of $14.8499 per warrant, totaling 3,367,003 Prefunded Warrants in the aggregate. Each of the Funds purchased the Prefunded Warrants with its working capital. The Prefunded Warrants are exercisable on a 1-for-1 basis at any time at the election of the holder into shares of Common Stock subject to beneficial ownership limitations as described below. The Prefunded Warrants are only exercisable to the extent that immediately prior to or after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no more than 4.99% of the outstanding shares of Common Stock (the “Maximum Percentage”). By written notice to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer.

of Amendment No. 1 is supplemented and superseded, as the case

Item 5 of Amendment No. 1 is supplemented and superseded, as the case may be, as follows: (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 1 are incorporated herein by reference. The information set forth in Item 4 is hereby incorporated by reference into this Item 5. Set forth below is the aggregate number of shares of Common Stock directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as the shares of Common Stock that may be acquired upon exercise of Prefunded Warrants by the Funds, subject to the Maximum Percentage. Holder Common Stock Prefunded Warrants 667, L.P. 364,161 285,700 Baker Brothers Life Sciences, L.P. 4,501,658 3,081,303 Total 4,865,819 3,367,003 The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds. (c) The information set forth in Item 4 is hereby incorporated by reference into this Item 5(c). Except as disclosed herein, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days. (d) Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech Capital (GP), LLC. Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Brothers Life Sciences Capital (GP), LLC. (e

View Full Filing

View this SC 13D/A filing on SEC EDGAR