| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13D/A |
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
CONNECT BIOPHARMA HOLDINGS LIMITED
(Name of Issuer)
Ordinary shares, par value $0.000174 per share
(Title of Class of Securities)
207523101**
(CUSIP Number)
RA Capital Management, L.P.
200 Berkeley Street, 18th Floor
Boston, MA 02116
Attn: Peter Kolchinsky
Telephone: 617.778.2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 2024
(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 Section 240.13d-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.
** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 207523101 has been assigned to the American Depositary Shares ("ADSs") of the Issuer. Each ADS represents one Ordinary Share.
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, as amended (“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. 207523101 | |||||
| 1. | Names
of Reporting Persons. RA Capital Management, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 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) o | ||||
| 6. | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole
Voting Power 0 | |||
| 8. | Shared
Voting Power 0 | ||||
| 9. | Sole
Dispositive Power 0 | ||||
| 10. | Shared
Dispositive Power 0 | ||||
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. | Percent
of Class Represented by Amount in Row (11) 0% | ||||
| 14. | Type
of Reporting Person (See Instructions) IA, PN | ||||
| CUSIP No. 207523101 | |||||
| 1. | Names of Reporting Persons. Peter Kolchinsky | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 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) o | ||||
| 6. | Citizenship
or Place of Organization United States | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole
Voting Power 0 | |||
| 8. | Shared
Voting Power 0 | ||||
| 9. | Sole
Dispositive Power 0 | ||||
| 10. | Shared
Dispositive Power 0 | ||||
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. | Percent
of Class Represented by Amount in Row (11) 0% | ||||
| 14. | Type
of Reporting Person (See Instructions) HC, IN | ||||
| CUSIP No. 207523101 | |||||
| 1. | Names of Reporting Persons. Rajeev Shah | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 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) o | ||||
| 6. | Citizenship
or Place of Organization United States | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole
Voting Power 0 | |||
| 8. | Shared
Voting Power 0 | ||||
| 9. | Sole
Dispositive Power 0 | ||||
| 10. | Shared
Dispositive Power 0 | ||||
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. | Percent
of Class Represented by Amount in Row (11) 0% | ||||
| 14. | Type
of Reporting Person (See Instructions) HC, IN | ||||
| CUSIP No. 207523101 | |||||
| 1. | Names of Reporting Persons. RA Capital Healthcare Fund, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Source
of Funds (See Instructions) WC | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6. | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole
Voting Power 0 | |||
| 8. | Shared
Voting Power 0 | ||||
| 9. | Sole
Dispositive Power 0 | ||||
| 10. | Shared
Dispositive Power 0 | ||||
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. | Percent
of Class Represented by Amount in Row (11) 0% | ||||
| 14. | Type
of Reporting Person (See Instructions) PN | ||||
SCHEDULE 13D
Item 1. Security and Issuer
Item 1 of the Statement is hereby amended and supplemented as follows:
This Amendment No. 5 (this “Amendment No. 5” or this “13D/A”) amends and supplements the statement on the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021, amended on June 7, 2021, December 4, 2023, December 14, 2023 and December 20, 2023 ( as amended, the “Statement”), filed by the Reporting Persons with respect to the Ordinary Shares, par value $0.000174 per share (“Ordinary Shares”), of Connect Biopharma Holdings Limited, an exempted Cayman Islands company (the “Issuer”). Unless otherwise defined herin, capitalized terms used in this Amendment No. 5 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 2. Identity and Background
Item 2 of the Statement is hereby amended and restated as follows:
| (a) | This 13D/A is being filed on behalf of RA Capital Management, L.P. (“RA Capital”), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the “Fund”), which are collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons to file this 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is attached hereto as Exhibit 1. |
| (b) | The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
| (c) | The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund and the Nexus Fund. The principal occupation of Dr. Kolchinsky and Mr. Shah is investment management. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | See row 6 of the cover pages. |
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated in its entirety to read as follows:
| (a) | and (b) See Items 7-11 of the cover pages above and Item 2. |
| (c) | The following table lists the Reporting Persons’ transactions in ADSs that were effected during the sixty day period prior to the filing of this 13D/A: |
| Transaction | Seller | Date | No. ADSs | Price |
| Sell | The Fund | 23-Feb-2024 | 2,623,596 | $0.9802 |
| Sell | The Nexus Fund | 23-Feb-2024 | 439,275 | $0.9802 |
| (d) | Not applicable. |
| (e) | As a result of the transactions described herein, on February 23, 2024, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons. |
Item 7. Material to Be Filed as Exhibits
| Exhibit 1 | Joint Filing Agreement |
SIGNATURES
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.
Dated: February 27, 2024
| RA CAPITAL MANAGEMENT, L.P. | |||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Authorized Signatory | ||
| PETER KOLCHINSKY | |||
| /s/ Peter Kolchinsky | |||
| RAJEEV SHAH | |||
| /s/ Rajeev Shah | |||
| RA CAPITAL HEALTHCARE FUND, L.P. | |||
| By: | RA Capital Healthcare Fund GP, LLC | ||
| Its: | General Partner | ||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Manager | ||
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of February 27, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (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 Ordinary shares, par value $0.000174 per share of Connect Biopharma Holdings Limited 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, L.P. | |||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Authorized Signatory | ||
| PETER KOLCHINSKY | |||
| /s/ Peter Kolchinsky | |||
| RAJEEV SHAH | |||
| /s/ Rajeev Shah | |||
| RA CAPITAL HEALTHCARE FUND, L.P. | |||
| By: | RA Capital Healthcare Fund GP, LLC | ||
| Its: | General Partner | ||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Manager | ||