Baker Bros. Advisors Ups Stake in Bicycle Therapeutics

TL;DR

Baker Bros. Advisors now owns 13.7% of Bicycle Therapeutics, a major stake!

AI Summary

Baker Bros. Advisors LP, through its affiliates, has amended its Schedule 13D filing concerning Bicycle Therapeutics plc. As of May 28, 2024, Baker Bros. Advisors LP and its group members, including Felix J. Baker and Julian C. Baker, collectively beneficially own 10,000,000 ordinary shares of Bicycle Therapeutics plc, representing approximately 13.7% of the outstanding shares. This filing indicates a significant stake held by Baker Bros. Advisors.

Why It Matters

This filing signals a substantial investment by a prominent biotech investor, potentially influencing Bicycle Therapeutics' strategic direction or market perception.

Risk Assessment

Risk Level: medium — Significant ownership changes by large investors can introduce volatility and signal potential strategic shifts.

Key Numbers

• 10.0M — Shares Owned (Baker Bros. Advisors LP beneficially owns 10 million shares of Bicycle Therapeutics plc.)
• 13.7% — Ownership Stake (This represents approximately 13.7% of the outstanding ordinary shares of Bicycle Therapeutics plc.)

Key Players & Entities

• Baker Bros. Advisors LP (company) — Filing entity
• Bicycle Therapeutics plc (company) — Subject company
• Felix J. Baker (person) — Group member of filing entity
• Julian C. Baker (person) — Group member of filing entity
• 10,000,000 (dollar_amount) — Number of shares beneficially owned
• 13.7% (dollar_amount) — Percentage of outstanding shares owned

FAQ

Key Financial Figures

• $21.42 — nary Shares”), each at a price of $21.42 per share. The Funds’ purchase of
• $21.82 — to purchase ADS at an exercise price of $21.82 per share which vest in 3 equal annual

Filing Documents

• tm2415604d1_sc13da.htm (SC 13D/A) — 105KB
• 0001104659-24-065602.txt ( ) — 106KB

Source and Amount of Funds or Other Consideration

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

of Schedule 13D is supplemented and amended, as the case may

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

Purpose of the Transaction

Item 4. Purpose of the Transaction.

of this Schedule 13D is supplemented and superseded, as the

Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The disclosure in Item 6 is incorporated herein by reference. On May 23, 2024, Bicycle Therapeutics plc (the “Issuer”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Funds and certain other investors, providing for a private placement (the “Offering”) of 6,764,705 American Depositary Shares of the Issuer (“ADSs”), each representing one ordinary share of the Issuer, nominal value of £0.01 per share (“Ordinary Shares”), and 19,169,001 non-voting ordinary shares of the Issuer, nominal value of £0.01 per share ( “Non-Voting Ordinary Shares”), each at a price of $21.42 per share. The Funds’ purchase of Non-Voting Ordinary Shares in the Offering is expected to close on May 29, 2024. Pursuant to the Offering, 667 and Life Sciences agreed to purchase 1,429,986 and 15,684,860 Non-Voting Ordinary Shares, respectively, totaling 17,114,846 Non-Voting Ordinary Shares in the aggregate (“May 2024 Non-Voting Ordinary Shares”). Each of the Funds will purchase the May 2024 Non-Voting Ordinary Shares with its working capital. The Non-Voting Ordinary Shares are only convertible on a 1-for-1 basis into Ordinary Shares to the extent that after giving effect to such conversion the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Ordinary Shares (“Beneficial Ownership Limitation”). By written notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.9%. Any such increase will not be effective until the 61st day afte

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The disclosure in Item 4 is incorporated by reference herein. (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. Set forth below is the aggregate number of Ordinary Shares and ADS directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as Ordinary Shares that may be acquired upon conversion of Non-Voting Ordinary Shares, subject to the limitations on conversion described below. Holder American Depositary Shares Non-Voting Ordinary Shares 667, L.P. 579,856 1,793,439 Baker Brothers Life Sciences, L.P. 6,437,320 20,027,289 Total 7,017,176 21,820,728 Felix J. Baker, an independent director and a Class I director and serves as a member of the NCGC and the Scientific Committee until the Issuer’s 2026 annual general meeting of shareholders and until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Felix J. Baker holds 24,000 options to purchase ADS at an exercise price of $21.82 per share which vest in 3 equal annual installments over a three-year period commencing on April 18, 2025, subject to continued service throughout the applicable vesting dates and expire on April 18, 2034 (“Share Options”), none of which will vest within sixty days following the date of this filing. Felix J. Baker also holds 12,000 restricted stock units (each, an “RSU”) which vest into ADS in three equal annual installments over a three-year period commencing on April 18, 2025, subject to continued service throughout the applicable vesting dates. The policies of the Funds and the Adviser do not permit managing members of the Adviser GP to receive compensation for serving as a director of the Issuer, and the Funds are instead entitled to the pecuniary interest in any compensation received for Fe

Contracts, Arrangements, Understandings or Relationships with

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

of this Schedule 13D is supplemented and

Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The disclosure in Item 4 is incorporated herein by reference. Securities Purchase Agreement On May 23, 2024, the Funds entered into the Securities Purchase Agreement with the Issuer. The Securities Purchase Agreement contains customary representations, warranties, and agreements by the Issuer and the Funds. The Securities Purchase Agreement requires the Issuer to file with the United States Securities & Exchange Commission (the “SEC”) a registration statement on Form S-3 or another appropriate form as promptly as practicable following the closing of the Offering, and in any event within thirty (30) days of such closing, or a prospectus supplement to its registration statement on Form S-3ASR (File No. 333-272248) (if such registration statement is then effective) within fifteen (15) days after such closing, in each case covering the resale of the securities sold in the Offering and any other securities issued or issuable with respect to or in exchange for such securities, including any ADSs to be issued that represent the Non-Voting Ordinary Shares re-designated as Ordinary Shares (“the Registrable Securities”). The Securities Purchase Agreement provides that the Funds and other parties to the Securities Purchase Agreement that, together, hold at least 3% of the Registrable Securities are collectively permitted (i) one underwritten offering per calendar year, but no more than three underwritten offerings in total, and (ii) no more than two underwritten offerings or block trades in any twelve-month period, in each case to effect the sale or distribution of the Registrable Securities. The Issuer is responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities, other than sales commissions and underwriter discounts. The Issuer granted the Funds customary indemnification rights in connection with the

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit Description 99.1 Securities Purchase Agreement by and between 667, L.P., Baker Brothers Life Sciences, L.P., Bicycle Therapeutics plc, and certain other investors, dated as of May 23, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 23, 2024). 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: May 28, 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

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