SCHEDULE 13D/A: RA Capital Management Boosts Stake in 89bio, Inc. to 15.1% Following Public Offering Participation
Beneficial Ownership Amendment
RA Capital Management, L.P. and its affiliates have increased their beneficial ownership in 89bio, Inc. to 15.1% of outstanding common stock after purchasing shares in the company's recent public offering.
Summary
- RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the "Reporting Persons") have filed Amendment No. 12 to their Schedule 13D.
- The Reporting Persons now beneficially own an aggregate of 20,013,733 shares of 89bio, Inc. Common Stock.
- This ownership represents 15.1% of 89bio, Inc.'s outstanding Common Stock, based on 132,083,480 shares outstanding as of February 3, 2025.
- The increase in ownership is primarily due to RA Capital Healthcare Fund, L.P.'s purchase of 5,714,285 shares of Common Stock on January 30, 2025.
- These shares were acquired at a price of $8.75 per share from the underwriters of 89bio, Inc.'s 2025 public offering, totaling an aggregate purchase price of $49,999,993.75.
- The purchase was funded by the working capital of RA Capital Healthcare Fund, L.P.
- The Reporting Persons' beneficial ownership also includes 335,364 shares held by RA Capital Nexus Fund, L.P., 124,050 vested stock options, and 4,331,081 pre-funded warrants (PFWs) which are currently not exercisable due to a 9.99% beneficial ownership blocker.
Sentiment
Score: 7
Explanation: The filing indicates a significant institutional investor, RA Capital Management, has increased its stake in 89bio, Inc. through participation in a public offering, which can be viewed as a vote of confidence. However, the document is purely factual regarding ownership changes and does not contain new operational or financial performance data, leading to a neutral to slightly positive sentiment.
Positives
- A significant institutional investor, RA Capital Management, has increased its stake, which may signal confidence in 89bio, Inc.'s future prospects.
- The participation in the public offering demonstrates continued investment and support from a major shareholder.
Risks
- The pre-funded warrants (PFWs) held by the Reporting Persons contain a "PFW Beneficial Ownership Blocker" which prevents their exercise if it would result in the Reporting Persons beneficially owning more than 9.99% of the Issuer's outstanding Common Stock, limiting immediate full conversion of these instruments.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders: The increased stake by a prominent institutional investor like RA Capital Management could be perceived positively by other shareholders, potentially boosting investor confidence.
Key Dates
| Date | Description |
|---|---|
| 2019-11-13 | Original Schedule 13D filed with the SEC. |
| 2020-07-10 | Amendment to Schedule 13D filed. |
| 2020-09-21 | Amendment to Schedule 13D filed. |
| 2021-06-02 | Amendment to Schedule 13D filed. |
| 2022-07-06 | Amendment to Schedule 13D filed. |
| 2022-10-21 | Amendment to Schedule 13D filed. |
| 2023-03-30 | Amendment to Schedule 13D filed. |
| 2023-08-11 | Amendment to Schedule 13D filed. |
| 2023-12-13 | Amendment to Schedule 13D filed. |
| 2024-03-06 | Amendment to Schedule 13D filed. |
| 2024-08-07 | Amendment to Schedule 13D filed. |
| 2024-11-18 | Amendment to Schedule 13D filed. |
| 2025-01-28 | Date of Issuer's prospectus supplement. |
| 2025-01-29 | Issuer's prospectus supplement filed with the SEC. |
| 2025-01-30 | RA Capital Healthcare Fund, L.P. purchased 5,714,285 shares of Common Stock in the 2025 Offering; Date of event requiring this filing. |
| 2025-02-01 | 45,150 stock options vested in full for the benefit of RA Capital. |
| 2025-02-03 | Date of filing of this Amendment No. 12; Date for calculation of outstanding shares. |
Keywords
89BIO, RA Capital Management, Schedule 13D, Beneficial Ownership, Common Stock, Public Offering, Investment, Healthcare Fund, Biotechnology, Institutional Investor
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