Baker Bros. Advisors Updates Madrigal Pharma Stake

TL;DR

Baker Bros. Advisors filed an amendment to their Madrigal Pharma stake. Keep an eye on this.

AI Summary

Baker Bros. Advisors LP, through its affiliates, has amended its Schedule 13D filing regarding Madrigal Pharmaceuticals, Inc. as of March 25, 2024. The filing indicates a change in beneficial ownership, with Baker Bros. Advisors (GP) LLC, Felix J. Baker, and Julian C. Baker identified as group members. Madrigal Pharmaceuticals, Inc. is a biopharmaceutical company focused on developing therapies for fibrotic diseases.

Why It Matters

This filing signals a potential shift in significant ownership or strategy for Madrigal Pharmaceuticals, which could impact its stock price and future development plans.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to price volatility and strategic changes for the company.

Key Players & Entities

• Baker Bros. Advisors LP (company) — Filing entity
• Madrigal Pharmaceuticals, Inc. (company) — Subject company
• Baker Bros. Advisors (GP) LLC (company) — Group member
• Felix J. Baker (person) — Group member
• Julian C. Baker (person) — Group member
• 200 BARR HARBOR DRIVE, SUITE 400 (address) — Madrigal Pharmaceuticals business address
• 860 WASHINGTON STREET, 3RD FLOOR (address) — Baker Bros. Advisors LP business address

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie
• $260 — ock”) at a price to the public of $260 per share and prefunded warrants to pur
• $259.9999 — nts”) at a price to the public of $259.9999 per warrant. The Prefunded Warrants are

Filing Documents

• tm249591d1_sc13da.htm (SC 13D/A) — 104KB
• 0001104659-24-038465.txt ( ) — 106KB

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 amended, as the case

Item 3 of this Schedule 13D is supplemented and amended, as the case may be, as follows: The disclosure in Item 5 below is incorporated herein by reference. Item 4. Purpose of the Transaction.

of this Amendment No. 4 is supplemented and amended, as

Item 4 of this Amendment No. 4 is supplemented and amended, as the case may be, as follows: On March 18, 2024, Madrigal Pharmaceuticals, Inc. (the “Issuer”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Jefferies LLC, Cowen and Company LLC, Evercore Group L.L.C., UBS Securities LLC, Citizens JMP Securities, LLC, H.C Wainwright & Co. LLC and Piper Sandler & Co., (the “Underwriters”), related to the public offering (the “Offering”) of 750,000 shares of common stock of the Issuer (“Common Stock”) at a price to the public of $260 per share and prefunded warrants to purchase 1,557,692 shares of Common Stock (the “Prefunded Warrants”) at a price to the public of $259.9999 per warrant. The Prefunded Warrants are exercisable at any time on a 1-for-1 basis at an exercise price of $0.0001 per share into Common Stock, subject to the limitations discussed below and have no expiration date. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 346,153 shares of Common Stock to cover overallotments, if any. The Offering closed on March 21, 2024. Pursuant to the Offering, 667 and Life Sciences purchased 86,741 and 970,951 Prefunded Warrants respectively, at the offering price of $259.9999 per warrant, totaling 1,057,692 Prefunded Warrants in the aggregate. Each of 667 and Life Sciences purchased the Prefunded Warrants with their 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 after giving effect to such exercise the holders thereof, together with their a

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of this Schedule 13D is hereby supplemented

Item 5 of this Schedule 13D is hereby supplemented and amended, 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. 4 are incorporated herein by reference. 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 shares of Common Stock that may be acquired upon conversion of Series A Convertible Preferred Stock (as defined below) and Series B Convertible Preferred Stock (as defined below), subject to the limitations on conversion described below, and shares of Common Stock that may be acquired upon exercise of the Prefunded Warrants, subject to the limitations on exercise described below. Name Common Stock Series A Convertible Preferred Stock Series B Convertible Preferred Stock Prefunded Warrants 667, L.P. 181,187 200,378 39,250 212,188 Baker Brothers Life Sciences, L.P. 1,788,611 1,769,419 360,750 2,493,602 Total 1,969,798 1,969,797 400,000 2,705,790 The Funds hold shares of the Issuer’s Series A convertible preferred stock (“Series A Convertible Preferred Stock”), a common stock equivalent with no voting rights, that is convertible into shares of Common Stock on a 1-for-1 basis. However, the shares of Series A Convertible Preferred Stock are only convertible to the extent that after giving effect to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 4.99% of the outstanding Common Stock of the Issuer (“Series A Beneficial Ownership Limitation”). As a result of the Series A Beneficial Ownership Limitation, the number of shares of Common Stock that may be issued upon conversion of the shares of Series A Convertible P

Contracts, Arrangements, Understandings or Relationships

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

of Schedule 13D is supplemented and amended,

Item 6 of Schedule 13D is supplemented and amended, as the case may be, as follows: Prefunded Warrants The disclosure in Item 4 regarding the Prefunded Warrants is incorporated herein by reference. The foregoing description of the Prefunded Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Prefunded Warrants, which is incorporated by reference as Exhibit 99.1 hereto and is incorporated herein by reference.

Materials to be filed as Exhibits

Item 7. Materials to be filed as Exhibits. Exhibit Description 99.1 Form of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on October 2, 2023 ). 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: March 25, 2024 BAKER BROS. ADVISORS LP By: Baker Bros. Advisors (GP) LLC, its general partner By: /s/ Scott L. Lessing Name: Scott L. Lessing Title: President BAKER BROS. ADVISORS (GP) LLC By: /s/ Scott L. Lessing Name: Scott L. Lessing Title: President /s/ Julian C. Baker Julian C. Baker /s/ Felix J. Baker Felix J. Baker

View Full Filing

View this SC 13D/A filing on SEC EDGAR