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SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

SOLID BIOSCIENCES INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

83422E105

(CUSIP Number)

December 31, 2020

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

Page 2 of 10

 

CUSIP No. 83422E105

 

  1    

  Name of reporting persons.

 

  Boxer Capital, LLC

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3  

  SEC use only.

 

  4  

  Citizenship or place of organization.

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5     

  Sole voting power.

 

  -0-

   6   

  Shared voting power.

 

  6,200,261*

   7   

  Sole dispositive power.

 

  -0-

   8   

  Shared dispositive power.

 

  6,200,261*

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  6,200,261*

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  9.9%**

12  

  Type of reporting person

 

  OO

 

*

This number includes 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the private placement set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 26, 2019 (the “Private Placement”)..

**

Based on 62,415,028 shares of Common Stock outstanding, which is the sum of (i) 60,449,341 shares of Common Stock outstanding as of November 1, 2020 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2020, and (ii) 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Private Placement.

Page 3 of 10

 

CUSIP No. 83422E105

 

  1    

  Name of reporting persons.

 

  Boxer Asset Management Inc.

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3  

  SEC use only.

 

  4  

  Citizenship or place of organization.

 

  Bahamas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5     

  Sole voting power.

 

  -0-

   6   

  Shared voting power.

 

  6,200,261*

   7   

  Sole dispositive power.

 

  -0-

   8   

  Shared dispositive power.

 

  6,200,261*

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  6,200,261*

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  9.9%**

12  

  Type of reporting person

 

  CO

 

*

This number includes 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Private Placement.

**

Based on 62,415,028 shares of Common Stock outstanding, which is the sum of (i) 60,449,341 shares of Common Stock outstanding as of November 1, 2020 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020, and (ii) 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Private Placement.

Page 4 of 10

 

CUSIP No. 83422E105

 

  1    

  Name of reporting persons.

 

  MVA Investors, LLC

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3  

  SEC use only.

 

  4  

  Citizenship or place of organization.

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5     

  Sole voting power.

 

  -0-

   6   

  Shared voting power.

 

  35,000

   7   

  Sole dispositive power.

 

  -0-

   8   

  Shared dispositive power.

 

  35,000

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  35,000

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  0.1%*

12  

  Type of reporting person

 

  OO

 

*

Based on 62,415,028 shares of Common Stock outstanding, which is the sum of (i) 60,449,341 shares of Common Stock outstanding as of November 1, 2020 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020, and (ii) 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Private Placement.

Page 5 of 10

 

CUSIP No. 83422E105

 

  1    

  Name of reporting persons.

 

  Aaron I. Davis

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3  

  SEC use only.

 

  4  

  Citizenship or place of organization.

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5     

  Sole voting power.

 

  -0-

   6   

  Shared voting power.

 

  35,000

   7   

  Sole dispositive power.

 

  -0-

   8   

  Shared dispositive power.

 

  35,000

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  35,000

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  0.4%*

12  

  Type of reporting person

 

  IN

 

*

Based on. 62,415,028 shares of Common Stock outstanding, which is the sum of (i) 60,449,341 shares of Common Stock outstanding as of November 1, 2020 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020, and (ii) 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Private Placement.

Page 6 of 10

 

CUSIP No. 83422E105

 

  1    

  Name of reporting persons.

 

  Braslyn Ltd.

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3  

  SEC use only.

 

  4  

  Citizenship or place of organization.

 

  Bahamas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5     

  Sole voting power.

 

  -0-

   6   

  Shared voting power.

 

  -0-

   7   

  Sole dispositive power.

 

  -0-

   8   

  Shared dispositive power.

 

  -0-

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  -0-

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  0.0%

12  

  Type of reporting person

 

  CO

Page 7 of 10

 

CUSIP No. 83422E105

 

  1    

  Name of reporting persons.

 

  Joe Lewis

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3  

  SEC use only.

 

  4  

  Citizenship or place of organization.

 

  United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5     

  Sole voting power.

 

  -0-

   6   

  Shared voting power.

 

  6,200,261*

   7   

  Sole dispositive power.

 

  -0-

   8   

  Shared dispositive power.

 

  6,200,261*

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  6,200,261*

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  9.9%**

12  

  Type of reporting person

 

  IN

 

*

This number includes 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Private Placement.

**

Based on 62,415,028 shares of Common Stock outstanding, which is the sum of (i) 60,449,341 shares of Common Stock outstanding as of November 1, 2020 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020, and (ii) 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Private Placement.

Page 8 of 10

 

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13G initially filed on May 11, 2018 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”), and Joe Lewis, as amended by Amendment No. 1 filed on June 15, 2018, as amended by Amendment No. 2 filed on February 14, 2019, as amended by Amendment No. 3 filed on March 6, 2019 and as amended by Amendment No. 4 filed on February 14, 2020. Amendment No. 1 was an original filing for Braslyn Ltd. (“Braslyn”) and Amendment No. 4 was an original filing for Aaron I. Davis (“Aaron Davis,” and together with Boxer Capital, Boxer Management, MVA Investors, Joe Lewis and Braslyn, the “Reporting Persons”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 5. Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Filing, as amended.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

Boxer Capital, Boxer Management and Joe Lewis beneficially own 6,200,261 shares of Common Stock, which includes 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Private Placement. MVA Investors and Aaron Davis beneficially own 35,000 shares of Common Stock. Braslyn does not own any shares of Common Stock. The Reporting Persons may be deemed to beneficially own 6,235,261 shares of Common Stock in the aggregate, which includes 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Private Placement.

 

  (b)

Percent of class:

The shares of Common Stock beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represent 9.9% of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock beneficially owned by MVA Investors and Aaron Davis represent 0.1% of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock owned by the Reporting Persons in the aggregate represent 9.99% of the Issuer’s outstanding shares of Common Stock. All percentages are based on 62,415,028 shares of Common Stock outstanding, which is the sum of (i) 60,449,341 shares of Common Stock outstanding as of November 1, 2020 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2020, and (ii) 1,965,687 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Private Placement.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote:

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.

 

  (ii)

Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 6,200,261 shares of Common Stock they beneficially own. MVA Investors and Aaron Davis have shared power to vote or to direct the vote of the 35,000 shares of Common Stock they beneficially own.

 

  (iii)

Sole power to dispose or to direct the disposition of:

None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock.

Page 9 of 10

 

  (iii)

Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 6,200,261 shares of Common Stock they beneficially own. MVA Investors and Aaron Davis have shared power to dispose or to direct the disposition of the 35,000 shares of Common Stock they beneficially own.

Item 5. Ownership of Five Percent or Less of a Class.

Solely with respect to Braslyn:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 10. Certification.

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits

 

  1

Joint Filing Agreement, dated February 14, 2020, among the Reporting Persons, incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons on February 14, 2020.

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.

February 16, 2021

 

BOXER CAPITAL, LLC
By:  

/s/ Aaron I. Davis

Name:   Aaron I. Davis
Title:   Authorized Signatory
BOXER ASSET MANAGEMENT INC.
By:  

/s/ Jason Callender

Name:   Jason Callender
Title:   Director
MVA INVESTORS, LLC
By:  

/s/ Aaron I. Davis

Name:   Aaron I. Davis
Title:   Chief Executive Officer
AARON DAVIS

/s/ Aaron I. Davis

Aaron Davis, Individually
BRASLYN LTD.
By:  

/s/ Joseph C. Lewis

Name:   Joseph C. Lewis
Title:   Director
JOSEPH C. LEWIS

/s/ Joseph C. Lewis

Joseph C. Lewis, Individually