UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
AnaptysBio, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
032724106
(CUSIP Number)
James J. Frolik, Esq.
Anthony J. Caldwell, Esq.
Shartsis Friese LLP
425 Market Street, 11th Floor
San Francisco, CA 94105
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 14, 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 sections 240.13d-1(e),
240.13d-1(f) or 140.13d-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 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).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| 1. | Names of Reporting Persons.
EcoR1 Capital, LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______ |
| 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
|
|
8. Shared Voting Power 7,794,996
|
| 9. Sole Dispositive Power 0 |
| 10. Shared Dispositive Power 7,794,996 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 7,794,996 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______ |
| 13. | Percent of Class Represented by Amount in Row (11) 25.8% |
| 14. | Type of Reporting Person (See Instructions) IA, OO |
| 1. | Names of Reporting Persons.
Oleg Nodelman |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______ |
| 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 U.S.A. |
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
7. Sole Voting Power 0
|
|
8. Shared Voting Power 7,794,996
|
| 9. Sole Dispositive Power 0 |
| 10. Shared Dispositive Power 7,794,996 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 7,794,996 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______ |
| 13. | Percent of Class Represented by Amount in Row (11) 25.8% |
| 14. | Type of Reporting Person (See Instructions) IN, HC |
| 1. | Names of Reporting Persons.
EcoR1 Capital Fund Qualified, L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ______
(b) ______ |
| 4. | Source of Funds (See Instructions) WC |
| 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
|
|
8. Shared Voting Power 7,316,874
|
| 9. Sole Dispositive Power 0 |
| 10. Shared Dispositive Power 7,316,874 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 7,316,874 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______ |
| 13. | Percent of Class Represented by Amount in Row (11) 24.2% |
| 14. | Type of Reporting Person (See Instructions) PN |
| Item 1. | Security and Issuer |
This statement relates to shares of Common Stock,
$0.001 par value (the “Stock”), of AnaptysBio, Inc. (the “Issuer”). The principal executive office of the
Issuer is located at 10770 Wateridge Circle, Suite 210, San Diego, CA 92121.
Item 2. Identity and Background
The persons filing this statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers
and controlling persons, and the information regarding them, are as follows:
| (a) | EcoR1 Capital Fund Qualified, L.P. (“Qualified Fund”); EcoR1 Capital, LLC (“EcoR1”) and Oleg Nodelman (“Nodelman”)
(collectively, the “Filers”). |
Qualified Fund is filing this statement jointly
with the other Filers, but not as a member of a group and it expressly disclaims membership in a group. In addition, filing this Schedule
13D on behalf of Qualified Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as
defined in Rule 13d-3 under the Act, of any of the Stock covered by this Schedule 13D.
Each Filer also disclaims beneficial ownership
of the Stock except to the extent of that person’s pecuniary interest therein.
| (b) | The business address of the Filers is
357 Tehama Street #3, San Francisco, CA 94103 |
| (c) | Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other
organization in which such employment is conducted:
EcoR1 is an investment adviser to investment funds, including Qualified Fund (collectively, the “Funds”). Mr. Nodelman
is the manager and control person of EcoR1. |
| (d) | During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
| (e) | During the last five years, none of the Filers was 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 or 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) | For citizenship of the Filers, see Item 6 of each Filer’s cover page. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The source and amount of funds used in purchasing the Stock were
as follows:
| Purchaser |
Source of Funds |
Amount |
| |
|
|
| the Funds |
Working Capital |
$136,419,5901 |
| |
|
|
1 Includes $130,611,192 paid by Qualified Fund.
| Item 4. | Purpose of Transaction |
The Filers acquired the Stock for investment
purposes based on their belief that the Stock, when purchased, was undervalued and represented an attractive investment opportunity.
On April 8, 2021, the Issuer’s Board of Directors appointed Mr. Nodelman to serve as a director of the Issuer. Going forward, the
Filers will routinely monitor the Issuer regarding a wide variety of factors that affect their investment considerations, including, current
and anticipated future trading prices of the Stock and other securities, the Issuer’s operations, assets, prospects, financial position,
and business development, Issuer’s management, Issuer-related competitive and strategic matters, general economic, financial market
and industry conditions, and other investment considerations. Depending on their evaluation of various factors, the Filers may take such
actions regarding their holdings of the Issuer’s securities as they deem appropriate in light of circumstances existing from time
to time. Such actions may include purchasing additional Stock in the open market, through privately negotiated transactions with third
parties or otherwise, and selling at any time, in the open market, through privately negotiated transactions with third parties or otherwise,
all or part of the Stock that they now own or hereafter acquire. The Filers also may from time to time enter into or unwind hedging or
other derivative transactions with respect to the Stock or pledge their interests in the Stock to obtain liquidity. In addition, from
time to time the Filers and their representatives and advisers may communicate with other stockholders, industry participants and other
interested parties about the Issuer.
The Filers have no present plan or proposal
that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Filers
may recommend action to the Issuer’s management, board of directors and stockholders. Any such actions could involve one or more
of the events referred to in clauses (a) through (j) of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations,
sales or acquisitions of assets, changes in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.
| Item 5. | Interest in Securities of the Issuer |
The beneficial ownership of the Stock by each Filer on the date
hereof is reflected on that Filer’s cover page. The Filers engaged in the following transactions in the Issuer’s Stock in
the 60 days preceding the date of this Schedule 13D:
| Name |
Purchase or Sale |
Date |
Manner Effected |
Number of Shares |
Price Per Share |
| Qualified Fund |
Purchase |
8/14/2024 |
Public Offering by Issuer |
273,972 |
$36.50 |
| Item 6. | Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer |
EcoR1 is the investment adviser to its clients
pursuant to investment management agreements or limited partnership agreements providing to EcoR1 the authority, among other things, to
invest the funds of such clients in Stock, to vote and dispose of Stock and to file this statement on behalf of such clients. Pursuant
to such limited partnership agreements, EcoR1 is entitled to allocations based on assets under management and realized and unrealized
gains. Pursuant to such investment management agreements, EcoR1 is entitled to fees based on assets under management and realized and
unrealized gains.
| Item 7. | Material to Be Filed as Exhibits |
Exhibit A Agreement Regarding Joint Filing of Statement on Schedule
13D or 13G.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that
the information set forth in this statement is true, complete and correct.
Dated: August 15, 2024
|
EcoR1 CAPITAL, LLC
By: /s/ Oleg Nodelman
Oleg Nodelman
Manager |
EcoR1 CAPITAL FUND QUALIFIED, L.P.
By: EcoR1 Capital, LLC, General Partner
By: /s/ Oleg Nodelman
Oleg Nodelman
Manager |
|
/s/ Oleg Nodelman
Oleg Nodelman |
|
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities
and Exchange Commission (the “SEC”) any and all statements on Schedule 13D, Schedule 13G or forms 3, 4 or 5 (and any amendments
or supplements thereto) required under section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases
by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint EcoR1 Capital, LLC,
a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf
of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments,
agreements and documents necessary to comply with section 13(d) and section 16(a) of the Act, in connection with said purchases, and to
do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned
might or could do if personally present.
Dated: August 15, 2024
|
EcoR1 CAPITAL, LLC
By: /s/ Oleg Nodelman
Oleg Nodelman
Manager |
EcoR1 CAPITAL FUND QUALIFIED, L.P.
By: EcoR1 Capital, LLC, General Partner
By: /s/ Oleg Nodelman
Oleg Nodelman
Manager |
|
/s/ Oleg Nodelman
Oleg Nodelman |
|
AnaptysBio (NASDAQ:ANAB)
過去 株価チャート
から 11 2024 まで 12 2024
AnaptysBio (NASDAQ:ANAB)
過去 株価チャート
から 12 2023 まで 12 2024
