SCHEDULE: RA Capital Management Discloses 9.9% Stake in C4 Therapeutics

RA Capital Management, along with affiliated entities and individuals, has reported a beneficial ownership of 9.9% in C4 Therapeutics, Inc. as of June 30, 2026, primarily through warrants and common stock.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the 'Reporting Persons') have filed an amended Schedule 13G, reporting their beneficial ownership of C4 Therapeutics, Inc. common stock.
• As of June 30, 2026, the Reporting Persons collectively beneficially owned 11,383,696 shares of common stock, representing 9.9% of the class.
• This ownership is comprised of directly held shares and shares issuable upon exercise of pre-funded warrants, Class A warrants, and Class B warrants.
• Beneficial ownership blockers in the warrants limit exercise to prevent ownership exceeding 9.99% of outstanding common stock.
• The Fund has delegated voting and disposal power to RA Capital, and RA Capital serves as the investment adviser for the Fund.
• Dr. Kolchinsky and Mr. Shah are controlling persons of RA Capital Management GP, LLC, the general partner of RA Capital, and may be deemed beneficial owners.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily indicating a significant but passive investment stake without immediate intent to control. The presence of beneficial ownership blockers suggests a strategic approach to investment limits.

Positives

• Significant investment stake reported by a well-known investment firm, RA Capital Management, indicating confidence in C4 Therapeutics' potential.
• The filing clarifies the structure of ownership, including warrants and beneficial ownership blockers, demonstrating a sophisticated investment strategy.
• The reporting persons explicitly disclaim status as a 'group', suggesting independent investment decisions rather than a coordinated effort to control the company.

Negatives

• The presence of 'Beneficial Ownership Blockers' in the warrants restricts the ability to exercise them fully, capping ownership at 9.99% and potentially limiting future upside if the company's outstanding shares increase significantly.
• The filing is an amendment to a previous filing, indicating a change or update in ownership or reporting status.

Risks

• The 'Beneficial Ownership Blockers' in the warrants could prevent the Reporting Persons from increasing their stake beyond 9.99%, even if they desired to do so, potentially limiting their influence or ability to capitalize on future growth.
• The complex structure involving warrants and delegation of voting power could lead to misunderstandings or require careful monitoring by the company and other shareholders.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from C4 Therapeutics. The future outlook is primarily shaped by the investment strategy of RA Capital Management, which is characterized by the use of warrants with beneficial ownership blockers, suggesting a strategic, capped investment approach.

Management Comments

• The Reporting Persons expressly disclaim status as a 'group' for purposes of this Schedule 13G/A.
• RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund.
• The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's common stock reported herein.
• Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act.
• As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital.
• RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.

Industry Context

StockSavvy.ai notes that RA Capital Management is a prominent investor in the biotechnology and healthcare sectors, often taking significant stakes and employing sophisticated financial instruments like warrants. Their investment in C4 Therapeutics, a company focused on developing novel oncology therapeutics, aligns with the firm's sector focus. The use of beneficial ownership blockers is a common strategy to manage regulatory thresholds and investment limits within the venture capital and public equity landscape of the biotech industry.

Stakeholder Impact

• Shareholders: The filing indicates a significant passive investment by a major fund, which could be perceived positively as validation of the company's potential. However, the capped ownership due to blockers may limit the potential for a control-related premium.
• Management and Board: The company's management and board will need to be aware of RA Capital's significant stake and investment strategy, particularly concerning the warrant terms.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• Continued monitoring of C4 Therapeutics' progress and any further filings by RA Capital Management.
• Potential exercise of warrants by RA Capital Healthcare Fund, L.P., subject to beneficial ownership blocker limitations.
• Ongoing evaluation of C4 Therapeutics' clinical development and commercialization efforts.

Key Dates

Keywords

C4 Therapeutics, RA Capital Management, Schedule 13G, Beneficial Ownership, Warrants, Investment, Healthcare Fund, Securities