SC 13G/A: Cabaletta Bio, Inc.

AI Summary

SC 13G/A filing by Cabaletta Bio, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.00001 — ame of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securiti

Filing Documents

• tm2428137d4_sc13ga.htm (SC 13G/A) — 160KB
• 0001104659-24-119311.txt ( ) — 161KB

From the Filing

SC 13G/A 1 tm2428137d4_sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cabaletta Bio, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 12674W109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 12674W109 Page 2 of 14 1. Names of Reporting Persons Venrock Healthcare Capital Partners III, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (1) (b) ¨ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 1,590,696 (2) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 1,590,696 (2) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,590,696 (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 3.3% (3) 12. Type of Reporting Person (See Instructions) PN (1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. (2) Consists of (i) 358,917 shares and 7,031 shares issuable upon the exercise of immediately exercisable pre-funded warrants (the “ PFWs ”) held by Venrock Healthcare Capital Partners III, L.P.; (ii) 35,905 shares and 703 shares issuable upon the exercise of PFWs held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,169,130 shares and 19,010 shares issuable upon the exercise of PFWs held by Venrock Healthcare Capital Partners EG, L.P. (3) This percentage is calculated based upon the sum of (i) 48,848,673 shares of the Issuer’s Common Stock outstanding as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “ SEC ”) on August 8, 2024; and (ii) 26,744 shares issuable upon the exercise of the PFWs described in Footnote 2 above. CUSIP No. 12674W109 Page 3 of 14 1. Names of Reporting Persons VHCP Co-Investment Holdings III, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (1) (b) ¨ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 1,590,696 (2) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 1,590,696 (2) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,590,696 (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 3.3% (3) 12. Type of Reporting Person (See Instructions) OO (1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. (2) Consists of (i) 358,917 shares and 7,031 shares issuable upon the exercise of immediately exercisable PFWs held by Venrock Healthcare Capital Partners III, L.P.; (ii) 35,905 shares and 703 shares issuable upon the exercise of PFWs held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,169,130 shares and 19,010 shares issuable upon the exercise of PFWs held by Venrock Healthcare Capital Partners EG, L.P. (3) This percentage is calculated based upon the sum of (i) 48,848,673 shares of the Issuer’s Common Stock outstanding as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024; and (ii) 26,744 shares issuable upon the exercise of the PFWs described in Footnote 2 above. CUSIP No. 12674W109 Page 4 of 14 1. Names of Repo

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