OrbiMed Adjusts Stake in MBX Biosciences

TL;DR

**OrbiMed changes MBX Bio stake. Watch this space.**

AI Summary

On September 16, 2024, OrbiMed Advisors LLC, along with its affiliates OrbiMed Capital GP VII LLC and OrbiMed Genesis GP LLC, reported a change in beneficial ownership of MBX Biosciences, Inc. The filing indicates a shift in control or investment strategy concerning the company's common stock.

Why It Matters

This filing signals a potential shift in the investment landscape for MBX Biosciences, Inc., as a significant investor like OrbiMed modifies its holdings, which could influence market perception and future strategic decisions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant investment firms can indicate shifts in strategy or market outlook, introducing potential volatility.

Key Players & Entities

• OrbiMed Advisors LLC (company) — Filing entity
• MBX Biosciences, Inc. (company) — Subject company
• OrbiMed Capital GP VII LLC (company) — Affiliated filing entity
• OrbiMed Genesis GP LLC (company) — Affiliated filing entity
• September 16, 2024 (date) — Date of event requiring filing

FAQ

Key Financial Figures

• $0.0001 — 3,698 shares of common stock, par value $0.0001 per share, outstanding of MBX Bioscienc
• $16.00 — . The purchase price for each Share was $16.00. As a result of the IPO, the Issuer's t
• $0.687 — erred stock of the Issuer at a price of $0.687 per share. On November 12, 2021, OrbiM
• $0.90 — erred stock of the Issuer at a price of $0.90 per share and 2,920,619 shares of Serie
• $0.81 — note and related interest converted at $0.81 per share pursuant to the terms of the
• $1.03 — erred stock of the Issuer at a price of $1.03 per share. Each share of Series A pref
• $10 m — of offering expenses, of not less than $10 million, in which case the Issuer will be
• $5 m — , net of offering expenses, of at least $5 million, in which case the Issuer will be

Filing Documents

• ss3895786_sc13d.htm (SC 13D) — 107KB
• ss3895786_ex9901.htm (EX-99.1) — 7KB
• 0000947871-24-000767.txt ( ) — 115KB

Security and Issuer

Item 1. Security and Issuer This Statement on Schedule 13D (this " Statement ") relates to the common stock, par value $0.0001 per share (the " Shares "), of MBX Biosciences, Inc., a corporation organized under the laws of Delaware (the " Issuer "), with its principal executive offices located at 11711 N. Meridian Street, Suite 300, Carmel, Indiana 46032 . The Shares are listed on the NASDAQ Global Select Market under the ticker symbol "MBX". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. On September 16, 2024, the Issuer completed its initial public offering pursuant to which the Issuer agreed to issue and sell 10,200,000 Shares to the participants in the offering (the " IPO "). In addition, the Issuer granted the underwriters of the IPO an option to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 1,530,000 Shares. The purchase price for each Share was $16.00. As a result of the IPO, the Issuer's total number of outstanding Shares increased to 31,853,698 (without giving effect to the additional 1,530,000 shares that may be issued and sold by the Issuer to the underwriters pursuant to the underwriters' option).

Identity and Background

Item 2. Identity and Background (a) This Statement is being filed by OrbiMed Advisors LLC (" OrbiMed Advisors "), OrbiMed Capital GP VII LLC, (" GP VII "), and OrbiMed Genesis GP LLC (" OrbiMed Genesis ") (collectively, the " Reporting Persons "). (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. GP VII, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership, as more particularly described in Item 6 below. GP VII has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed Genesis, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed Genesis has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. The directors and executive officers of OrbiMed Advisors, GP VII, and OrbiMed Genesis are set forth on Schedules I, II, and III, respectively, attached hereto. Schedules I through III set forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. (d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I or II has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent j

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration On July 16, 2020, OrbiMed Advisors and GP VII, pursuant to their authority under the limited partnership agreement of OrbiMed Private Investments VII, LP (" OPI VII "), as more particularly described in Item 6 below, caused OPI VII to purchase 8,248,423 shares of Series A preferred stock of the Issuer at a price of $0.687 per share. On November 12, 2021, OrbiMed Advisors and GP VII, pursuant to their authority under the limited partnership agreement of OPI VII, as more particularly described in Item 6 below, caused OPI VII to purchase 4,124,211 shares of Series A preferred stock of the Issuer at a price of $0.687 per share. On November 7, 2022, OrbiMed Advisors and GP VII, pursuant to their authority under the limited partnership agreement of OPI VII, as more particularly described in Item 6 below, caused OPI VII to purchase 5,118,094 shares of Series B convertible preferred stock of the Issuer at a price of $0.90 per share and 2,920,619 shares of Series B convertible preferred stock of the Issuer through the conversion of a convertible note funded on August 16, 2022, which convertible note and related interest converted at $0.81 per share pursuant to the terms of the convertible note agreement. On August 15, 2023, OrbiMed Advisors and GP VII, pursuant to their authority under the limited partnership agreement of OPI VII, as more particularly described in Item 6 below, caused OPI VII to purchase 11,548,571 shares of Series B convertible preferred stock of the Issuer at a price of $0.90 per share. On August 2, 2024, OrbiMed Advisors and OrbiMed Genesis, pursuant to their authority under the limited partnership agreement of OrbiMed Genesis Master Fund, L.P. (" Genesis "), as more particularly described in Item 6 below, caused Genesis to purchase 403,787 shares of Series C convertible preferred stock of the Issuer at a price of $1.03 per share. Each share of Series A preferred stock, Series B convertible

Purpose of Transaction

Item 4. Purpose of Transaction This Statement relates to the acquisition of Shares by the Reporting Persons. The Shares acquired by the Reporting Persons were acquired for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer's business on behalf of the Reporting Persons' respective advisory clients. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its su

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following is based upon 31,853,698 Shares outstanding following the closing of the IPO, as set forth in the Issuer's Rule 424(b)(5) Prospectus filed with the SEC on September 13, 2024, without giving effect to an additional 1,530,000 Shares that may be issued and sold by the Issuer to the underwriters pursuant to the underwriters' option. As of the date of this filing, OPI VII, a limited partnership organized under the laws of Delaware, holds 3,158,428 Shares, constituting approximately 9.9% of the issued and outstanding Shares. GP VII is the general partner of OPI VII, pursuant to the terms of the limited partnership agreement of OPI VII, and OrbiMed Advisors is the managing member of GP VII, pursuant to the terms of the limited liability company agreement of GP VII. As a result, OrbiMed Advisors and GP VII share power to direct the vote and disposition of the Shares held by OPI VII and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VII. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VII. In addition, OrbiMed Advisors and GP VII, pursuant to their authority under the limited partnership agreement of OPI VII, caused OPI VII to enter into the agreements referred to in Item 6 below. As of the date of this filing, Genesis, a limited partnership organized under the laws of the Cayman Islands, holds 653,787 Shares, constituting approximately 2.1% of the issued and outstanding Shares. OrbiMed Genesis is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis, and OrbiMed Advisors is the managing member of OrbiMed Genesis, pursuant to the terms of the limited liability company agreement of OrbiMed

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP VII is the general partner of OPI VII, pursuant to the terms of the limited partnership agreement of OPI VII. Pursuant to this agreement and relationship, GP VII has discretionary investment management authority with respect to the assets of OPI VII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VII. The number of outstanding Shares of the Issuer attributable to OPI VII is 3,158,428 Shares. GP VII, pursuant to its authority under the limited partnership agreement of OPI VII, may be considered to hold indirectly 3,158,428 Shares. OrbiMed Genesis is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis. Pursuant to this agreement and relationship, OrbiMed Genesis has discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power to vote and otherwise dispose of securities held by Genesis. The number of outstanding Shares of the Issuer attributable to Genesis is 653,787 Shares. OrbiMed Genesis, pursuant to its authority under the limited partnership agreement of Genesis, may be considered to hold indirectly 653,787 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of GP VII and OrbiMed Genesis, pursuant to the terms of the limited liability company agreements of GP VII and OrbiMed Genesis. Pursuant to these agreements and relationships, OrbiMed Advisors and GP VII have discretionary investment management authority with respect to the assets of OPI VII, and OrbiMed Advisors and OrbiMed Genesis have discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power of GP VII

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC, and OrbiMed Genesis GP LLC. 2. Second Amended and Restated Investors' Rights Agreement among the Issuer and certain of its stockholders, dated August 2, 2024 (incorporated by reference to Exhibit 4.1 to the Issuer's Registration Statement on Form S-1/A (File No. 333-281764) filed with the SEC on September 9, 2024). 3. Form of Lock-Up Agreement (incorporated by reference to Exhibit D to Exhibit 1.1 to the Issuer's Registration Statement on Form S-1/A (File No. 333-281764) filed with the SEC on September 9, 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: September 23, 2024 ORBIMED ADVISORS LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member ORBIMED CAPITAL GP VII LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC ORBIMED GENESIS GP LLC By: ORBIMED ADVISORS LLC, its managing member By: s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC SCHEDULE I The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022. Name Position with Reporting Person Principal Occupation Carl L. Gordon Member Member OrbiMed Advisors LLC Sven H. Borho German and Swedish Citizen Member Member OrbiMed Advisors LLC W. Carter Neild Member Member OrbiMed Advisors LLC Geoffrey C. Hsu Member Member OrbiMed Advisors LLC C. Scotland Stevens Member Member OrbiMed Advisors LLC David P. Bonita Member Memb

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