SCHEDULE 13D/A: Adiumentum Capital Fund I LP Boosts Stake in Atara Biotherapeutics to 19.99% Through Recent Offering

Adiumentum Capital Fund I LP, along with its affiliates, has increased its beneficial ownership in Atara Biotherapeutics, Inc. to 19.99% following a recent registered offering.

Summary

• Adiumentum Capital Fund I LP, Adiumentum Capital Fund I GP LLC, and Gregory A. Ciongoli (collectively, the "Reporting Persons") have filed an Amendment No. 2 to their Schedule 13D regarding their beneficial ownership in Atara Biotherapeutics, Inc.
• The Reporting Persons collectively beneficially own 1,370,081 shares of Atara Biotherapeutics Common Stock, representing approximately 19.99% of the outstanding shares.
• This percentage is based on 6,693,146 shares of Common Stock outstanding as of May 16, 2025, which includes the effect of the recent Registered Offering.
• The beneficial ownership is comprised of 1,209,395 shares of Common Stock and 160,686 shares of Common Stock issuable upon the immediate exercise of Pre-Funded Warrants.
• Adiumentum Capital Fund I LP also holds Pre-Funded Warrants for an additional 216,507 shares of Common Stock that are not currently exercisable due to a 19.99% Beneficial Ownership Limitation (the "Beneficial Ownership Blocker").
• On May 14, 2025, Adiumentum agreed to purchase 75,572 shares of Common Stock and Pre-Funded Warrants to purchase up to 227,000 shares of Common Stock in a Registered Offering.
• The purchase price was $6.61 per share of Common Stock and $6.6099 per share for the Pre-Funded Warrants, with an exercise price of $0.0001 per Pre-Funded Warrant.
• The Registered Offering closed on May 16, 2025, with the total investment cost for Adiumentum being approximately $1,999,978.22, funded from Adiumentum's capital.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a 13D is a factual disclosure, a significant investment by a capital fund, especially through a direct offering, can be interpreted as a vote of confidence in the company's future prospects and provides capital to the issuer.

Positives

• A significant investment by Adiumentum Capital Fund I LP, reaching a 19.99% stake, signals strong confidence in Atara Biotherapeutics.
• The capital raise through the Registered Offering provides Atara Biotherapeutics with additional funding, which can support its operations and strategic initiatives.

Negatives

• The 19.99% Beneficial Ownership Limitation on the Pre-Funded Warrants restricts Adiumentum's immediate ability to increase its stake beyond this threshold without providing 61 days' notice to the Issuer.

Risks

• The Beneficial Ownership Blocker, set at 19.99% of outstanding shares, limits the immediate exercisability of certain Pre-Funded Warrants held by Adiumentum, potentially restricting their flexibility in increasing their stake without prior notice.

Future Outlook

The document indicates that the Beneficial Ownership Limitation of 19.99% may be changed at a holder's election upon 61 days' notice to the Issuer, suggesting a potential for future adjustments to the beneficial ownership percentage by Adiumentum.

Industry Context

This filing reflects a significant investment by a capital fund into a biotherapeutics company, which is a common occurrence in the life sciences sector where strategic investments can provide crucial capital for research, development, and commercialization efforts.

Stakeholder Impact

• Shareholders: The capital raise provides funding for the company, potentially reducing the need for immediate dilutive financing, and the significant stake by Adiumentum may be seen as a positive signal.
• Company Operations: The capital infusion from the Registered Offering can support Atara Biotherapeutics' ongoing research, development, and operational activities.

Next Steps

• Adiumentum Capital Fund I LP has the option to change the 19.99% Beneficial Ownership Limitation upon 61 days' notice to Atara Biotherapeutics, which could lead to further increases in their stake.

Key Dates

Keywords

Atara Biotherapeutics, Adiumentum Capital Fund I LP, Schedule 13D, beneficial ownership, pre-funded warrants, registered offering, common stock, investment, biotechnology, SEC filing