POINT BIOPHARMA GLOBAL INC.
RA Capital Management, L.P.
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. ¨
* 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. 730541109
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
9,003,018 shares |
9 |
Sole Dispositive Power
0 shares |
10 |
Shared Dispositive Power
9,003,018 shares |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,003,018 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)
9.9%1 |
14 |
Type of Reporting Person (See Instructions)
IA, PN |
|
|
|
|
1 The reporting person is the beneficial
owner of 9,003,018 shares of the Issuer’s Common Stock which constitute approximately 9.9% of the class outstanding. The percentage
calculation assumes that there are currently 90,124,162 outstanding shares of Common Stock of the Issuer, based on the Issuer’s
Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on August 12, 2022.
CUSIP No. 730541109
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
9,003,018 shares |
9 |
Sole Dispositive Power
0 shares |
10 |
Shared Dispositive Power
9,003,018 shares |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,003,018 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)
9.9%2 |
14 |
Type of Reporting Person (See Instructions)
HC, IN |
|
|
|
|
2 The reporting person is the beneficial owner of 9,003,018
shares of the Issuer’s Common Stock which constitute approximately 9.9% of the class outstanding. The percentage calculation assumes
that there are currently 90,124,162 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q as filed
with the Securities and Exchange Commission (“SEC”) on August 12, 2022.
CUSIP No. 730541109
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
9,003,018 shares |
9 |
Sole Dispositive Power
0 shares |
10 |
Shared Dispositive Power
9,003,018 shares |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,003,018 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)
9.9%3 |
14 |
Type of Reporting Person (See Instructions)
HC, IN |
|
|
|
|
3 The reporting person is the beneficial owner of 9,003,018
shares of the Issuer’s Common Stock which constitute approximately 9.9% of the class outstanding. The percentage calculation assumes
that there are currently 90,124,162 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q as filed
with the Securities and Exchange Commission (“SEC”) on August 12, 2022.
CUSIP No. 730541109
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) ¨
(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
6,748,048 shares |
9 |
Sole Dispositive Power
0 shares |
10 |
Shared Dispositive Power
6,748,048 shares |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,748,048 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)
7.5%4 |
14 |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
4 The reporting person is the beneficial owner of 6,748,048
shares of the Issuer’s Common Stock which constitute approximately 7.5% of the class outstanding. The percentage calculation assumes
that there are currently 90,124,162 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q as filed
with the Securities and Exchange Commission (“SEC”) on August 12, 2022.
CUSIP No. 730541109
SCHEDULE 13D
Item 1. Security and Issuer
Item 1 of the Statement is hereby amended and
restated as follows:
This Amendment No. 2 amends and supplements the
statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2021, as amended
by Amendment No. 1 filed on September 14, 2021 (the “Statement”) by RA Capital Management, L.P. (“RA Capital”),
Peter Kolchinsky, Rajeev Shah and RA Capital Healthcare Fund, L.P. (the “Fund”) with respect to the Common Stock of POINT
Biopharma Global Inc. (formerly known as Therapeutics Acquisition Corp.), a Delaware Corporation (the “Issuer”), which has
its principal executive offices at 4850 West 78th Street Indianapolis, IN. Unless otherwise defined herein, capitalized terms
used in this Amendment No. 2 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 Schedule 13D is being filed on behalf
of RA Capital, the Fund, Peter Kolchinsky, and Rajeev Shah. RA Capital, Dr. Kolchinsky, Mr. Shah, and the Fund are collectively referred
to herein as the “Reporting Persons.”
The Fund holds 6,748,048 shares, RA Capital Nexus
Fund, L.P. (the “Nexus Fund”) holds 1,939,425 shares, and 315,545 shares are held by a separately managed account (the “Account”).
RA Capital Healthcare Fund GP, LLC is the general
partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. The general partner of RA Capital is RA
Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser
for the Fund, the Account, and the Nexus Fund, and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange
Act of 1934 (the “Act”), of any securities of the Issuer held by the Fund, the Account, or the Nexus Fund. The Fund, the Nexus
Fund and the Account have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in their
respective portfolios, including the shares of the Issuer’s Common Stock reported herein. Because the Fund, the Nexus Fund and the
Account have divested themselves of voting and investment power over the reported securities and may not revoke that delegation on less
than 61 days’ notice, the Fund, the Nexus Fund, and the Account disclaim beneficial ownership of the reported securities for purposes
of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of
the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the
Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership
of the securities reported in this Schedule 13D 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 the
beneficial owner of such securities for any other purpose.
CUSIP No. 730541109
(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. 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 Item 6 of the cover pages.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and
supplemented as follows:
On August 25, 2022 the Holding Company transferred
3,757,700 shares of Common Stock to RA Capital in a pro rata distribution to its members. As a result of the transfer, the Fund acquired
2,502,730 shares, the Nexus fund acquired 939,425 shares, and the Account acquired 315,545 shares.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and
supplemented as follows:
The Reporting Persons acquired the Common Stock
reported on this Statement for investment purposes and not with an intent, purpose or effect of changing control of the Issuer. The Reporting
Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons reserve the right, based on all relevant
factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Common Stock or
other securities of the Issuer, to dispose of some or all of the Common Stock or other securities of the Issuer that it may own from time
to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions
effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means
of 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans
or proposals with respect to any of the foregoing.
The Reporting Persons intend to review their investment
in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of
operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s
stock in particular, as well as other developments.
Item 5. Interest in Securities of the Issuer
(a) and (b) See Items 7-11 of the cover pages
and Item 2 above.
CUSIP No. 730541109
(c) The following table lists the Reporting Persons’
transactions in the Issuer since the Statement was filed:
Transaction |
Reporting Person |
Date |
No. Shares
Acquired / (Disposed) |
Price |
Pro Rata Distribution |
The Fund |
25-August-2022 |
2,502,730 |
- |
Pro Rata Distribution |
The Nexus Fund |
25-August-2022 |
939,425 |
- |
Pro Rata Distribution |
The Account |
25-August-2022 |
315,545 |
- |
(d) Not applicable.
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Statement
is hereby amended and supplemented as follows:
| Exhibit 1 | Joint Filing Agreement. |
CUSIP No. 730541109
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: August 29, 2022
RA CAPITAL MANAGEMENT, L.P.
| 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 |
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of August
29, 2022, 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 Common Stock, par value $0.0001
per share of Point Biopharma Global, 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, L.P.
| 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 |