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UNITED STATES |
OMB APPROVAL | ||
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D |
OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 |
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Solid Biosciences Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
83422E105
(CUSIP Number)
RA Capital Management, L.P.
200 Berkeley Street, 18th Floor
Boston, MA 02116
Telephone: 617.778.2500
Attn: Peter Kolchinsky
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
December 10, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 83422E105
| 1 |
Names of Reporting Persons.
RA Capital Management, L.P.
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) ¨ | |
| 3 | SEC Use Only |
| 4 |
Source of Funds (See Instructions):
AF
|
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
¨
|
| 6 |
Citizenship or Place of Organization. Delaware
|
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 shares
|
| 8 | Shared Voting Power 9,976,569 shares
| |
| 9 | Sole Dispositive Power 0 shares
| |
| 10 | Shared Dispositive Power 9,976,569 shares
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,976,569 shares
|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
11.8%1
|
| 14 |
Type of Reporting Person (See Instructions)
IA, PN
|
1 The reporting person is the beneficial owner of 9,976,569 shares of the Issuer’s Common Stock which constitute approximately 11.77% of the class outstanding. The percentage calculation assumes that there are currently 84,773,661 outstanding shares of Common Stock of the Issuer based on information provided by the Issuer.
CUSIP No. 83422E105
| 1 |
Names of Reporting Persons.
Peter Kolchinsky
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) ¨ | |
| 3 | SEC Use Only |
| 4 |
Source of Funds (See Instructions):
AF
|
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
¨
|
| 6 |
Citizenship or Place of Organization. United States
|
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 shares
|
| 8 | Shared Voting Power 9,976,569 shares
| |
| 9 | Sole Dispositive Power 0 shares
| |
| 10 | Shared Dispositive Power 9,976,569 shares
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,976,569 shares
|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
11.8%1
|
| 14 |
Type of Reporting Person (See Instructions)
HC, IN
|
1 The reporting person is the beneficial owner of 9,976,569 shares of the Issuer’s Common Stock which constitute approximately 11.77% of the class outstanding. The percentage calculation assumes that there are currently 84,773,661 outstanding shares of Common Stock of the Issuer based on information provided by the Issuer.
CUSIP No. 83422E105
| 1 |
Names of Reporting Persons.
Rajeev Shah
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) ¨ | |
| 3 | SEC Use Only |
| 4 |
Source of Funds (See Instructions):
AF
|
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
¨
|
| 6 |
Citizenship or Place of Organization. United States
|
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 shares
|
| 8 | Shared Voting Power 9,976,569 shares
| |
| 9 | Sole Dispositive Power 0 shares
| |
| 10 | Shared Dispositive Power 9,976,569 shares
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,976,569 shares
|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
11.8%1
|
| 14 |
Type of Reporting Person (See Instructions)
HC, IN
|
1 The reporting person is the beneficial owner of 9,976,569 shares of the Issuer’s Common Stock which constitute approximately 11.77% of the class outstanding. The percentage calculation assumes that there are currently 84,773,661 outstanding shares of Common Stock of the Issuer based on information provided by the Issuer.
CUSIP No. 83422E105
SCHEDULE 13D
| Item 1. | Security and Issuer |
This Amendment No. 2 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2018, as amended by Amendment No. 1 filed on July 30, 2019 (the “Statement”) by RA Capital Management, LLC and Dr. Kolchinsky with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Solid Biosciences Inc., a Delaware corporation (the “Issuer”). Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement.
Item 2. Identity and Background
Item 2 of the Statement is hereby amended and supplemented as follows:
This Amendment No. 2 is being filed by RA Capital Management, L.P. (“RA Capital”), Peter Kolchinsky, and Rajeev Shah. RA Capital, Dr. Kolchinsky, and Mr. Shah are collectively referred to herein as the “Reporting Persons.” On October 25, 2019 RA Capital Management, LLC, a Massachusetts limited liability corporation (the “Predecessor Adviser”), was the general partner of the Fund, and served as investment adviser for the Account. On November 1, 2019, the Predecessor Adviser was replaced as general partner of the Fund by RA Capital Healthcare Fund GP, LLC and was restructured to become RA Capital. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. As the investment adviser to the Fund and the Account, RA Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer owned by the Fund or the Account. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim ownership of the securities reported in this Statement other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is or was the beneficial owner of such securities for any other purpose.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and supplemented as follows:
On December 10, 2020, the Reporting Persons caused the Fund and the Account to purchase a total of 5,405,405 shares of Common Stock for an aggregate of $19,999.998.50 in a private placement by the Issuer (the “2020 Private Placement”). All shares were purchased with working capital of the Fund and the Account.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented as follows:
The Reporting Persons acquired the Common Stock referred to in Item 3 for investment purposes and not with an intent, purpose or effect of changing control of the Issuer.
The information below in Item 6 of this Amendment No. 2 is incorporated by reference into this Item 4.
CUSIP No. 83422E105
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and supplemented as follows:
(a) and (b) See Items 7-11 of the cover pages and Item 2 above.
(c) The following table lists the Reporting Persons’ transactions in Common Stock that were effected during the sixty day period prior to the filing of this Amendment No. 2:
| Transaction | Date | No. Shares | Price |
| Purchase | 10-Dec-2020 | 4,938,282* and 467,123 | $3.70 |
Shares marked with an * were acquired by the Fund. The remaining shares were acquired for the Account.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Statement is hereby amended and supplemented as follows:
Registration Rights Agreement
The Reporting Persons, together with the other investors in the 2020 Private Placement, entered into a registration rights agreement with the Issuer on December 10, 2020 (the “2020 Registration Rights Agreement”), which provides certain rights with respect to the registration of the shares of Common Stock acquired in the 2020 Private Placement.
Pursuant to the 2020 Registration Rights Agreement, the Issuer has agreed to file a registration statement covering the resale of the shares acquired in the 2020 Private Placement within the earlier of either (A) the later of (x) 30 days after the closing date of the 2020 Private Placement or (y) 15 days after the Issuer discloses any material non-public information that the Issuer may have provided the investors in connection with the 2020 Private Placement or (B) 120 days following the closing date of the 2020 Private Placement (the “Filing Deadline”). The Issuer has agreed to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable and to keep such registration statement effective until the date the shares of Common Stock covered by such registration statement have been sold or cease to be registrable securities (“2020 Registrable Securities”) under the 2020 Registration Rights Agreement.
In the event that (i) the registration statement has not been filed by the Filing Deadline, (ii) the registration statement is not declared effective prior to the earlier of (a) five business days after the date on which the Issuer is notified by the Securities and Exchange Commission (the “SEC”) that the registration statement will not be reviewed by the SEC staff or is not subject to further comment by the SEC staff or (b) the 15th day after the Filing Deadline (or the 60th day after the Filing Deadline if the SEC staff determines to review the registration statement), or (iii) after the registration statement has been declared effective by the SEC, sales cannot be made pursuant to the registration statement for any reason, subject to certain limited exceptions, then the Issuer agreed to make pro rata payments to each of the investors in the 2020 Private Placement then holding 2020 Registrable Securities as liquidated damages in an amount equal to 1% of the aggregate amount invested by each such investor in the 2020 Private Placement per 30-day period or pro rata for any portion thereof for each such month during which such event continues, subject to certain caps set forth in the 2020 Registration Rights Agreement.
CUSIP No. 83422E105
The Issuer is responsible for all fees and expenses incurred in connection with the registration of the 2020 Registrable Securities. The Issuer granted customary indemnification rights in connection with the registration statement. The investors have also granted the Issuer customary indemnification rights in connection with the registration statement.
References to and the description of the 2020 Registration Rights Agreement set forth in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the 2020 Registration Rights Agreement, which is attached hereto as Exhibit 4 and incorporated by reference herein.
| Item 7. | Material to Be Filed as Exhibits |
Item 7 of the Statement is hereby amended and supplemented as follows:
| Exhibit 2 | Joint Filing Agreement by and among the Reporting Persons, dated as of December 16, 2020 (filed herewith). |
| Exhibit 3 | Securities Purchase Agreement, dated December 10, 2020, by and among the Issuer and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on December 11, 2020). |
| Exhibit 4 | Registration Rights Agreement, dated December 10, 2020, by and among the Issuer and the other parties thereto (incorporated by reference from Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on December 11, 2020). |
CUSIP No. 83422E105
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 16, 2020
| RA CAPITAL MANAGEMENT, L.P. | |
| By: /s/ Peter Kolchinsky | |
| Peter Kolchinsky | |
| Manager | |
| PETER KOLCHINSKY | |
| /s/ Peter Kolchinsky | |
| RAJEEV SHAH | |
| /s/ Rajeev Shah |
CUSIP No. 83422E105
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of December 16, 2020, is by and among RA Capital Management, L.P., Peter Kolchinsky, and Rajeev Shah (the foregoing are collectively referred to herein as the “Filers”).
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock of Solid Biosciences Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
| RA CAPITAL MANAGEMENT, LLC | |
| By: /s/ Peter Kolchinsky | |
| Peter Kolchinsky | |
| Manager | |
| PETER KOLCHINSKY | |
| /s/ Peter Kolchinsky | |
| RAJEEV SHAH | |
| /s/ Rajeev Shah |