SCHEDULE: RA Capital Reports Dilution in Acrivon Therapeutics Stake
Beneficial Ownership Amendment
RA Capital Management and its affiliates have reported a dilution of their beneficial ownership in Acrivon Therapeutics, Inc. to 21.6% due to an increase in outstanding shares, not through share disposition.
Summary
- RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the "Reporting Persons") filed an Amendment No. 3 to their Schedule 13D.
- The amendment reports a dilution of the Reporting Persons' beneficial ownership in Acrivon Therapeutics, Inc. common stock.
- This dilution is not a result of any acquisition or disposition of securities by the Reporting Persons.
- RA Capital Management, Peter Kolchinsky, and Rajeev Shah beneficially own an aggregate of 8,396,018 shares, representing 21.6% of the Issuer's common stock.
- RA Capital Healthcare Fund, L.P. beneficially owns 7,914,206 shares, representing 20.4% of the Issuer's common stock.
- The percentage is based on 38,744,446 shares outstanding as of March 16, 2026, as reported in the Issuer's Annual Report on Form 10-K filed on March 19, 2026.
- No transactions with respect to the Issuer's securities were effected by the Reporting Persons during the sixty days prior to the filing date.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event for the company's operational outlook. While the reporting persons' percentage ownership has decreased, it's due to dilution from new share issuance, not a sale of shares, suggesting continued investment interest.
Positives
- The Reporting Persons have not sold any shares, indicating continued conviction in the company despite the dilution.
- RA Capital Management and its affiliates maintain a significant beneficial ownership stake of 21.6% in Acrivon Therapeutics, Inc.
Negatives
- The Reporting Persons' beneficial ownership percentage in Acrivon Therapeutics, Inc. has been diluted from previous levels.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that significant institutional investor holdings, such as RA Capital's stake in Acrivon Therapeutics, are common in the biotechnology sector, where specialized funds often take substantial positions to support early-stage companies. While this filing primarily concerns ownership structure, the continued presence of a major healthcare-focused investor like RA Capital suggests ongoing strategic interest in Acrivon's long-term potential, despite the reported dilution.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Joint Filing Agreement | The Reporting Persons have an agreement to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934. | 2024-04-11 | Ensures coordinated reporting of beneficial ownership by the affiliated entities and individuals. |
Stakeholder Impact
- Shareholders: Existing shareholders, including the Reporting Persons, experience dilution of their ownership percentage due to the issuance of new shares by the company.
Key Dates
| Date | Description |
|---|---|
| 2022-11-28 | Original Schedule 13D filed with the SEC. |
| 2023-03-30 | First amendment to Schedule 13D filed with the SEC. |
| 2024-04-11 | Second amendment to Schedule 13D filed with the SEC; also the date of the Joint Filing Agreement. |
| 2026-03-16 | Date as of which 38,744,446 shares were outstanding, as reported in the Issuer's Annual Report on Form 10-K. |
| 2026-03-19 | Date of event which requires filing of this statement; also the filing date of the Issuer's Annual Report on Form 10-K. |
| 2026-03-23 | Date of filing of this Amendment No. 3 to Schedule 13D/A. |
Recommendation
holdThis filing primarily concerns a change in beneficial ownership percentage due to dilution, not a change in the reporting persons' investment thesis or a disposition of shares. It does not provide sufficient information on the company's operational performance, financial health, or strategic direction to warrant a 'buy' or 'sell' recommendation. The continued significant stake by RA Capital suggests ongoing interest, but the dilution itself is a neutral to slightly negative factor for existing shareholders. Therefore, a 'hold' recommendation is appropriate, pending further operational updates from Acrivon Therapeutics.
Keywords
Acrivon Therapeutics, RA Capital Management, Schedule 13D/A, beneficial ownership, dilution, common stock, investment management
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