0001346824-26-000189.txt : 20260707 0001346824-26-000189.hdr.sgml : 20260707 20260707164156 ACCESSION NUMBER: 0001346824-26-000189 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260707 DATE AS OF CHANGE: 20260707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Climb Bio, Inc. CENTRAL INDEX KEY: 0001768446 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 832273741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92797 FILM NUMBER: 261159795 BUSINESS ADDRESS: STREET 1: 20 WILLIAM STREET STREET 2: SUITE 145 CITY: WELLESLEY HILLS STATE: MA ZIP: 02481 BUSINESS PHONE: 1-866-857-2596 MAIL ADDRESS: STREET 1: 20 WILLIAM STREET STREET 2: SUITE 145 CITY: WELLESLEY HILLS STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: Eliem Therapeutics, Inc. DATE OF NAME CHANGE: 20190219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001346824 ORGANIZATION NAME: EIN: 830406777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20051213 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0001104659-21-107764 0001346824 XXXXXXXX LIVE 10 Common Stock, par value $0.0001 per share 07/02/2026 false 0001768446 28658R106 Climb Bio, Inc.
20 William Street, Suite 145 Wellesley Hills MA 02481
Peter Kolchinsky 617.778.2500 RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston MA 02116 0001346824 N RA Capital Management, L.P. AF N DE 0.00 23249186.00 0.00 23249186.00 23249186.00 N 33.0 IA PN 0001384859 N Peter Kolchinsky AF N X1 0.00 23249186.00 0.00 23249186.00 23249186.00 N 33.0 HC IN 0001619841 N Rajeev Shah AF N X1 0.00 23249186.00 0.00 23249186.00 23249186.00 N 33.0 HC IN 0001315082 N RA Capital Healthcare Fund, L.P. WC N DE 0.00 16934205.00 0.00 16934205.00 16934205.00 N 24.1 PN 0001883840 N RA Capital Nexus Fund III, L.P. WC N DE 0.00 3671766.00 0.00 3671766.00 3671766.00 N 6.4 PN Common Stock, par value $0.0001 per share Climb Bio, Inc. 20 William Street, Suite 145 Wellesley Hills MA 02481 This Amendment No. 10 (this "Amendment No. 10" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on August 19, 2021, and amended on April 10, 2023, November 17, 2023, March 18, 2024, April 12, 2024, May 17, 2024, June 6, 2024, July 1, 2024, December 15, 2025 and April 29, 2026 (as amended, the "Statement") by RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III") and Sera Medicines, LLC ("Sera"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 10 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. This Schedule 13D/A is being filed on behalf of RA Capital, Dr. Kolchinsky, Mr. Shah, the Fund and the Nexus Fund III. The foregoing entities and individuals are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the "Act") is attached hereto as Exhibit 99.1. The Reporting Persons' beneficial ownership of the Issuer's securities includes (i) 3,837,101 shares of common stock held directly by the Fund, (ii) pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 22,546,000 shares of common stock held directly by the Fund; (iii) 1,226,497 shares of common stock held directly by RA Capital Nexus Fund, L.P. (the "Nexus Fund"); (iv) 483,679 shares of common stock held directly by RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"); (v) 3,671,766 shares of common stock held directly by the Nexus Fund III; (vi) 841,087 shares of common stock held directly by a separately managed account (the "Account"); (vii) 90,000 vested stock options (right to buy) held by Dr. Levin for the benefit of RA Capital; and (viii) 3,904 stock options (right to buy) scheduled to vest within 60 days of this filing held by Dr. Celebi for the benefit of RA Capital. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker") which precludes exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 33.0% of the common stock outstanding. The Fund is currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 23,249,186 shares of common stock. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund, RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund, RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II, and RA Capital Nexus Fund III GP, LLC is the general partner of the Nexus Fund III. 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 Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act of any securities of the Issuer held by the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III or the Account. The Fund, the Nexus Fund, the Nexus Fund II and the Nexus Fund III have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund, the Nexus Fund, the Nexus Fund II and the Nexus Fund III, and each of these funds has divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days' notice. The Fund, the Nexus Fund, the Nexus Fund II and the Nexus Fund III disclaim beneficial ownership of the securities they hold 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/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Schedule 13D/A 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. The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116. The Fund and the Nexus Fund III are private investment vehicles. RA Capital provides investment management services to the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account. The principal occupation of Dr. Kolchinsky and Mr. Shah is investment management. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 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. See Item 6 of the cover pages. Item 4 of the Statement is hereby amended and supplemented as follows: On June 29, 2026 Dr. Breanna Celebi (O'Reilly), an Analyst of RA Capital, was appointed to the Board of Directors of the Issuer as the designee of RA Capital, replacing Dr. Andrew Levin, who resigned from the Board of Directors effective June 29, 2026. Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 57,263,023 shares of common stock outstanding as of May 14, 2026, as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on May 29, 2026, and giving effect to stock options and Pre-Funded Warrants, to the extent exercisable within 60 days hereof, as referenced herein. Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. On July 2, 2026, Sera made a pro rata in-kind distribution for no additional consideration of 2,479,872 shares of common stock to its members. Of the shares distributed by Sera, the Fund and the Nexus Fund III received 433,672 shares and 805,391 shares, respectively. Except as set forth above and in the table below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. Reporting No. Price Per Transaction Person Date Shares Share Vest Stock Option (Right to Buy) RA Capital 07/29/2026 1,952 (1) (2) Vest Stock Option (Right to Buy) RA Capital 08/29/2026 1,952 (1) (2) (1) This option represents a right to purchase a total of 70,284 shares of the Issuer's common stock, which shall vest in thirty-six equal monthly installments from June 29, 2026, subject to Dr. Celebi's continuous service to the Issuer through each such vesting date. These options have an exercise price of $13.36. (2) Represents future vesting options within 60 days from the filing date of this Schedule 13D/A. No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities subject to this Schedule 13D/A. Not applicable. Exhibit 99.1 Joint Filing Agreement RA Capital Management, L.P. /s/ Peter Kolchinsky By Peter Kolchinsky, Authorized Signatory 07/07/2026 Peter Kolchinsky /s/ Peter Kolchinsky Peter Kolchinsky 07/07/2026 Rajeev Shah /s/ Rajeev Shah Rajeev Shah 07/07/2026 RA Capital Healthcare Fund, L.P. /s/ Peter Kolchinsky By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager 07/07/2026 RA Capital Nexus Fund III, L.P. /s/ Peter Kolchinsky By RA Capital Nexus Fund III GP, LLC, its General Partner, By Peter Kolchinsky, Manager 07/07/2026 EX-99.1 2 ex-99-07072026_080701.htm JOINT FILING AGREEMENT ex-99-07072026_080701.htm

EXHIBIT 99.1


JOINT FILING AGREEMENT


This Joint Filing Agreement, dated as of July 7, 2026, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, RA Capital Healthcare Fund, L.P., and RA Capital Nexus Fund III, 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 the common stock, par value $0.0001 per share of Climb Bio, 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.


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


RA CAPITAL NEXUS FUND III, L.P.


By:

RA Capital Nexus Fund III GP, LLC

Its:

General Partner


By:

/s/ Peter Kolchinsky

Name:

Peter Kolchinsky

Title:

Manager