0000929638-24-003750.txt : 20241106 0000929638-24-003750.hdr.sgml : 20241106 20241106160600 ACCESSION NUMBER: 0000929638-24-003750 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20241106 DATE AS OF CHANGE: 20241106 GROUP MEMBERS: BIHUA CHEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHT MINDS BIOSCIENCES INC. CENTRAL INDEX KEY: 0001827401 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94288 FILM NUMBER: 241430893 BUSINESS ADDRESS: STREET 1: 19 VESTRY STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 6474072515 MAIL ADDRESS: STREET 1: 19 VESTRY STREET CITY: NEW YORK STATE: NY ZIP: 10013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cormorant Asset Management, LP CENTRAL INDEX KEY: 0001583977 ORGANIZATION NAME: IRS NUMBER: 462108927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 857-702-0388 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: Cormorant Asset Management, LLC DATE OF NAME CHANGE: 20130807 SC 13G/A 1 sc13g.htm AMENDMENT NO. 1
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
 
 
(Amendment No.  1)*
 

 
Bright Minds Biosciences Inc.
 
 
(Name of Issuer)
 

 
Common Shares
 
 
(Title of Class of Securities)
 

 
10919W405
 
 
(CUSIP Number)
 

 
November 4, 2024
 
 
(Date of Event which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x]            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).

1
Names of Reporting Persons.
 
Cormorant Asset Management, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
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 shares
6  Shared Voting Power
 
1,059,331 shares
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
1,059,331 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,059,331 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
17.26%

Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)
 


1
Names of Reporting Persons.
 
Bihua Chen
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
1,059,331 shares
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
1,059,331 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,059,331 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
17.26%

Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
IN (Individual)
 


Item 1.
(a)
Name of Issuer

 
Bright Minds Biosciences Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
19 Vestry Street, New York, NY 10013

Item 2.
(a)
Name of Person Filing
 
 
Cormorant Asset Management, LP
Bihua Chen
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
200 Clarendon Street, 52nd Floor
Boston, MA 02116
 
(c)
Citizenship
 
 
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
 
(d)
Title of Class of Securities
 
Common Shares
 
(e)
CUSIP Number
 
10919W405


Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[x]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[x]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership***
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)          Amount Beneficially Owned***

The information set forth in Row 9 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such Reporting Person.

(b)          Percent of Class***

The information set forth in Row 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.

(c)          Number of shares as to which such person has: ***

(i)          sole power to vote or to direct the vote

(ii)          shared power to vote or to direct the vote

(iii)          sole power to dispose or to direct the disposition of

(iv)          shared power to dispose or to direct the disposition of

The information set forth in Rows 5 through 8 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.

*** Shares reported herein for Cormorant Asset Management, LP (“Cormorant”) represent shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”), as reported herein. Cormorant Global Healthcare GP, LLC (“GP LLC”) serves as the general partner of the Master Fund. Cormorant serves as the investment manager of the Master Fund. Bihua Chen serves as the managing member of GP, LLC and the general partner of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein.
The percentages reported herein with respect to the Reporting Persons’ holdings are based on (i) information provided by the Issuer to the Reporting Persons that there were 4,524,087 shares of Common Shares of the Issuer outstanding as of October 15, 2024 and (ii) a statement in a press release of of the Issuer, dated November 4, 2024, that the Issuer had issued an additional 1,612,902 Common Shares in a private placement.

Item 5.
Ownership of Five Percent or Less of a Class
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 five percent of the class of securities, check the following [  ].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Cormorant Global Healthcare Master Fund, LP
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8.
Identification and Classification of Members of the Group
Not applicable.
Item 9.
Notice of Dissolution of Group
Not applicable.
Item 10.
Certification
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.
Exhibits                          Exhibit
99.1                  Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on October 22, 2024.

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.
November 6, 2024

 
CORMORANT ASSET MANAGEMENT, LP

 
By:
Cormorant Asset Management GP, LLC,
 
 
its General Partner
 
 
 
 
By:
/s/ Bihua Chen
 
Bihua Chen, Managing Member
 
 
 
 
/s/ Bihua Chen
 
Bihua Chen