SCHEDULE 13D/A: OrbiMed Amends Edgewise Therapeutics Stake, Percentage Ownership Declines Due to Share Increase
Beneficial Ownership Amendment
OrbiMed Advisors and its affiliated entities have filed an Amendment No. 4 to their Schedule 13D, reporting a decrease in their beneficial ownership percentage of Edgewise Therapeutics, Inc. common stock to 14.5% due to an increase in the total outstanding shares of the issuer.
Summary
- OrbiMed Advisors LLC and its affiliates (OrbiMed Capital GP VI LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital LLC) filed Amendment No. 4 to their Schedule 13D regarding Edgewise Therapeutics, Inc.
- The primary reason for the amendment is that the Reporting Persons' percentage of outstanding shares beneficially owned decreased by more than 1%.
- This decrease is attributed to an increase in the total number of Edgewise Therapeutics' shares outstanding, which was reported as 105,200,221 shares in the Issuer's Quarterly Report on Form 10-Q filed on May 8, 2025.
- As of the filing date, OrbiMed Advisors LLC beneficially owns an aggregate of 15,252,867 shares, representing 14.5% of the common stock.
- OrbiMed Capital GP VI LLC beneficially owns 14,809,075 shares (14.1%).
- OrbiMed Genesis GP LLC beneficially owns 443,792 shares (0.4%).
- OrbiMed Capital LLC beneficially owns 265,625 shares (0.3%).
- On April 3, 2025, OrbiMed Private Investments VI, LP (OPI VI) purchased 372,578 shares at $20.13 per share.
- On April 3, 2025, OrbiMed Genesis Master Fund, L.P. (Genesis) purchased 124,193 shares at $20.13 per share.
- The Reporting Persons intend to review their investment periodically and may acquire or dispose of shares in the future based on various factors.
Sentiment
Score: 6
Explanation: The filing is largely neutral, being a routine update to beneficial ownership. The decrease in percentage is due to dilution, not divestment, and recent purchases indicate continued investment. The presence of an OrbiMed member on the board and existing investor rights agreement also suggest a stable, long-term relationship.
Positives
- OrbiMed entities continue to hold a significant stake in Edgewise Therapeutics, indicating continued interest.
- Recent purchases by OPI VI and Genesis on April 3, 2025, at $20.13 per share, suggest a positive view on the stock at that price point.
Negatives
- The percentage of beneficial ownership held by OrbiMed decreased by more than 1%, indicating dilution of their stake due to an increase in the Issuer's total outstanding shares.
Risks
- The Reporting Persons may dispose of some or all of their shares in the future, which could put downward pressure on the stock price.
- The Issuer's increased share count dilutes existing shareholder ownership percentages.
Future Outlook
The Reporting Persons intend to periodically review their investment in Edgewise Therapeutics, Inc. based on various factors including the Issuer's business, financial condition, and market conditions. They may acquire additional shares or dispose of existing shares in the future, depending on their assessment.
Industry Context
This filing reflects a routine update to a significant institutional investor's stake in a biotechnology company. While the percentage ownership decreased due to dilution, the continued holding and recent purchases by OrbiMed suggest ongoing confidence in the biotech sector and specifically in Edgewise Therapeutics, Inc.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Existing Agreement Details | The Amended and Restated Investors' Rights Agreement, dated December 3, 2020, grants significant rights to OrbiMed entities, including demand, piggyback, and Form S-3 registration rights, which can influence future share liquidity and capital structure. | 2020-12-03 | Provides OrbiMed with mechanisms to facilitate future share sales and potentially influence the company's capital raising activities through registration statements. |
Related Party Transactions
- Peter Thompson, a member of OrbiMed Advisors and a director of Edgewise Therapeutics, is obligated to transfer any equity-based compensation received from Edgewise Therapeutics to OrbiMed Advisors and GP VI, which will then ensure such benefits are provided to OPI VI.
Stakeholder Impact
- Shareholders: The increase in outstanding shares dilutes existing shareholders' percentage ownership. The continued significant stake by OrbiMed and their board representation may provide a degree of stability or influence. The potential for future share dispositions by OrbiMed could impact share price.
- Company (Edgewise Therapeutics): The company has a major institutional investor with board representation, which can be a source of strategic guidance and potentially capital. The existing Investors' Rights Agreement outlines future obligations for share registration.
Next Steps
- Reporting Persons will continue to review their investment in Edgewise Therapeutics, Inc.
- Reporting Persons may acquire or dispose of additional shares in the future.
- The Issuer may be required to effect demand or piggyback registrations for the Reporting Persons' shares under the Investors' Rights Agreement.
Key Dates
| Date | Description |
|---|---|
| 2020-12-03 | Date of the Amended and Restated Investors' Rights Agreement. |
| 2021-04-08 | Date of the original Statement on Schedule 13D filing. |
| 2022-09-16 | Date of Amendment No. 1 to Schedule 13D. |
| 2024-01-25 | Date of Amendment No. 2 to Schedule 13D. |
| 2024-11-12 | Date of Amendment No. 3 to Schedule 13D. |
| 2025-04-03 | Date OPI VI and Genesis purchased additional shares of Edgewise Therapeutics. |
| 2025-05-08 | Date Edgewise Therapeutics, Inc. filed its Quarterly Report on Form 10-Q, which reported the updated number of outstanding shares. |
| 2025-05-09 | Date of event which requires filing of this statement (decrease in beneficial ownership percentage). |
| 2025-05-12 | Date the Joint Filing Agreement was executed and the Amendment No. 4 was signed. |
Keywords
Edgewise Therapeutics, OrbiMed Advisors, Schedule 13D/A, Beneficial Ownership, Common Stock, Investment Management, Biotech, Pharmaceuticals, SEC Filing, Shareholder Stake, Dilution
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