SCHEDULE 13D/A: OrbiMed Advisors Updates Stake in Enliven Therapeutics Following Public Offering

OrbiMed Advisors and its affiliated entities have updated their Schedule 13D filing, reporting a reduced percentage ownership in Enliven Therapeutics, Inc. due to the company's recent public offering.

Summary

• OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital LLC (collectively, the "Reporting Persons") filed Amendment No. 3 to their Schedule 13D regarding their beneficial ownership of Enliven Therapeutics, Inc. common stock.
• The amendment was triggered because Enliven Therapeutics, Inc. completed a public offering on June 16, 2025, issuing and selling 8,394,747 shares at $19.66 per share, plus an option for underwriters to purchase an additional 1,780,263 shares.
• The Reporting Persons did not participate in this public offering.
• As a result of the offering and the underwriters' option exercise, the total number of outstanding shares of Enliven Therapeutics increased to 58,959,717.
• This increase in outstanding shares reduced the Reporting Persons' aggregate beneficial ownership percentage by more than one percent since their last filing (Amendment No. 2).
• As of the filing date, OrbiMed Advisors LLC beneficially owns 7,918,163 shares, representing 13.4% of the outstanding common stock.
• OrbiMed Capital GP VII LLC beneficially owns 7,663,349 shares (13.0%), OrbiMed Genesis GP LLC owns 254,814 shares (0.4%), and OrbiMed Capital LLC owns 41,375 shares (0.1%).

Sentiment

Score: 6

Explanation: The document is a factual compliance filing. While it reports a dilution for the reporting entity (OrbiMed), the underlying event (Enliven's public offering) is generally a positive capital-raising event for the issuer. The tone of the document is neutral and informative.

Positives

• Enliven Therapeutics, Inc. successfully completed a public offering, raising capital by issuing 8,394,747 shares at $19.66 per share, indicating market demand for its stock.
• The underwriters exercised their option to purchase additional shares, suggesting strong interest in the offering.

Negatives

• The Reporting Persons' percentage ownership in Enliven Therapeutics, Inc. was diluted by more than one percent due to their non-participation in the public offering.

Risks

• The Reporting Persons may acquire or dispose of shares in the future based on various factors, including the Issuer's business, financial condition, market conditions, and other investment opportunities, which could impact the stock price.

Future Outlook

The Reporting Persons intend to continuously review their investment in Enliven Therapeutics based on various factors, including the Issuer's business, financial condition, market conditions, and other investment opportunities. They may acquire additional shares or dispose of existing shares in the open market or privately negotiated transactions in the future.

Management Comments

• Carl L. Gordon, Member of OrbiMed Advisors LLC, signed the Joint Filing Agreement and the Schedule 13D/A on behalf of all Reporting Persons.

Industry Context

This filing reflects a common occurrence in the biotechnology or pharmaceutical industry where companies, like Enliven Therapeutics, frequently raise capital through public offerings to fund research, development, and operational expenses. For investment firms like OrbiMed, managing their stake in portfolio companies through such capital raises is a routine part of their investment strategy, often leading to adjustments in their reported beneficial ownership percentages.

Corporate Governance

Related Party Transactions

• Rishi Gupta, an employee of OrbiMed Advisors and a director of Enliven Therapeutics, is obligated to transfer any equity-based compensation received from Enliven to OrbiMed Advisors and OrbiMed GP, which will then be provided to OrbiMed Private Investments VII, LP (OPI VII).

Stakeholder Impact

• **Shareholders (Enliven Therapeutics):** The public offering increased the total number of outstanding shares, potentially diluting the ownership percentage of existing shareholders who did not participate.
• **Investors (OrbiMed):** Their percentage ownership was diluted, but they retain a significant stake (13.4% for OrbiMed Advisors), indicating continued interest in the company. Their future actions (acquiring or disposing of shares) could impact the stock price.
• **Enliven Therapeutics (Company):** The successful public offering provides additional capital for operations, research, and development, which is generally positive for the company's strategic initiatives.

Next Steps

• The Reporting Persons will continue to review their investment in Enliven Therapeutics, Inc. based on various factors.
• They may acquire additional shares or dispose of existing shares in the open market or privately negotiated transactions in the future.

Key Dates

Keywords

Enliven Therapeutics, OrbiMed Advisors, Schedule 13D/A, Public Offering, Share Dilution, Beneficial Ownership, Common Stock, SEC Filing, Investment Management, Biotech Growth Trust