SCHEDULE 13D: SR One Capital Management Funds Acquire 5.4% Stake in ORIC Pharmaceuticals Through Private Placement

SR One Capital Management and its affiliated funds have acquired a significant 5.4% beneficial ownership stake in ORIC Pharmaceuticals, Inc. through a recent private placement of common stock and pre-funded warrants.

Summary

• SR One Capital Management, LLC and its affiliated funds (SR One Opportunities Fund I, AMZL, and SR One Fund II Aggregator) collectively acquired 4,615,384 shares of ORIC Pharmaceuticals, Inc. Common Stock.
• This acquisition represents a 5.4% beneficial ownership stake in ORIC Pharmaceuticals, calculated based on 85,318,848 total outstanding shares after the private placement.
• The shares were acquired as part of a private placement that closed on May 29, 2025, involving the sale of 14,130,313 shares of Common Stock at $6.50 per share and 5,100,532 pre-funded warrants at $6.4999 per warrant.
• The pre-funded warrants have an exercise price of $0.0001 per share and are immediately exercisable, subject to a beneficial ownership limitation of 9.99% (which can be increased to 19.99% with notice).
• The total aggregate purchase price for the shares and pre-funded warrants acquired by the SR One Capital Management funds was approximately $29.99 million.
• The funds stated their purpose for the acquisition is for investment purposes, with no present plans for extraordinary corporate transactions, management changes, or changes to the Issuer's capitalization or dividend policy.

Sentiment

Score: 7

Explanation: The sentiment is positive as the document details a successful capital raise for ORIC Pharmaceuticals, indicating investor confidence and providing the company with additional financial resources for its operations and strategic goals. The investment is for 'investment purposes' by a reputable fund.

Positives

• ORIC Pharmaceuticals successfully completed a private placement, securing capital from institutional investors.
• The investment by SR One Capital Management and its affiliated funds signals confidence in ORIC Pharmaceuticals' business and prospects.
• The private placement provides ORIC Pharmaceuticals with additional working capital, strengthening its financial position.

Risks

• The reporting persons' beneficial ownership of pre-funded warrants is subject to a 9.99% limitation, which could restrict immediate full exercise, though it can be increased to 19.99% with a 61-day notice period.

Future Outlook

The reporting persons acquired their shares for investment purposes and may, depending on market conditions and evaluation of the Issuer's business, acquire or dispose of additional shares. ORIC Pharmaceuticals has committed to filing a registration statement with the SEC within 30 days of the private placement closing to register the resale of the shares and warrant shares, and to use commercially reasonable efforts to have it declared effective and keep it effective for up to two years.

Industry Context

This private placement reflects a common financing strategy for biotechnology companies like ORIC Pharmaceuticals, which often rely on equity raises to fund research, development, and operational expenses. The participation of a specialized life sciences investor like SR One Capital Management indicates continued investor interest in the biotech sector, particularly in companies with promising pipelines or strategic objectives.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding or been a party to a civil proceeding ending in a judgment, decree, or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation with respect to such laws during the five years prior to the filing date.

Stakeholder Impact

• Shareholders: The private placement results in dilution due to the issuance of new shares and warrants, but also provides capital that can fund company operations and potentially enhance long-term value.
• Company: Receives a significant capital infusion to support its business operations, research, and development.

Next Steps

• ORIC Pharmaceuticals is obligated to file a registration statement with the SEC within 30 days following the closing of the private placement.
• ORIC Pharmaceuticals will use commercially reasonable efforts to have the registration statement declared effective within the time period set forth in the Securities Purchase Agreement.
• ORIC Pharmaceuticals will keep the registration statement effective for up to two years.

Key Dates

Recommendation

Keywords

ORIC Pharmaceuticals, SR One Capital Management, Private Placement, SEC Schedule 13D, Common Stock, Pre-Funded Warrants, Biotechnology Investment, Institutional Investor, Equity Financing, Beneficial Ownership