0000935836-25-000161.txt : 20250214 0000935836-25-000161.hdr.sgml : 20250214 20250214123316 ACCESSION NUMBER: 0000935836-25-000161 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250214 DATE AS OF CHANGE: 20250214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tango Therapeutics, Inc. CENTRAL INDEX KEY: 0001819133 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92241 FILM NUMBER: 25625753 BUSINESS ADDRESS: STREET 1: 201 BROOKLINE AVENUE STREET 2: SUITE 901 CITY: BOSTON STATE: MA ZIP: 02215 BUSINESS PHONE: (857) 320-4900 MAIL ADDRESS: STREET 1: 201 BROOKLINE AVENUE STREET 2: SUITE 901 CITY: BOSTON STATE: MA ZIP: 02215 FORMER COMPANY: FORMER CONFORMED NAME: BCTG Acquisition Corp. DATE OF NAME CHANGE: 20200723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EcoR1 Capital, LLC CENTRAL INDEX KEY: 0001587114 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 357 TEHAMA STREET #3 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-448-6534 MAIL ADDRESS: STREET 1: 357 TEHAMA STREET #3 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0000935836-24-000228 0001587114 XXXXXXXX LIVE 2 Common Stock 12/31/2024 0001819133 Tango Therapeutics, Inc. 87583X109 201 BROOKLINE AVENUE SUITE 901 BOSTON MA 02215 Rule 13d-1(b) Rule 13d-1(c) EcoR1 Capital, LLC a DE 0.00 10630736.00 0.00 10630736.00 10630736.00 N 9.9 IA OO Percentage calculated based on 107,417,818 shares of Common Stock outstanding on November 1, 2024, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2024. Oleg Nodelman a X1 0.00 10630736.00 0.00 10630736.00 10630736.00 N 9.9 HC IN Percentage calculated based on 107,417,818 shares of Common Stock outstanding on November 1, 2024, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2024. EcoR1 Capital Fund Qualified, L.P. DE 0.00 10022411.00 0.00 10022411.00 10022411.00 N 9.3 PN Percentage calculated based on 107,417,818 shares of Common Stock outstanding on November 1, 2024, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2024. Tango Therapeutics, Inc. 201 Brookline Ave., Suite 901, Boston, MA 02215 EcoR1 Capital, LLC, a Delaware limited liability company ("EcoR1") EcoR1 Capital Fund Qualified, L.P., a Delaware limited partnership ("Qualified Fund") Oleg Nodelman Qualified Fund is filing this statement jointly with the other reporting persons, but not as a member of a group, and it expressly disclaims membership in a group. In addition, the filing of this Schedule 13G 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 securities covered by this Schedule 13G. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein. 357 Tehama Street #3, San Francisco, CA 94103 See Item 4 of the cover sheet for each reporting person. N IA HC EcoR1: 10,630,736 Qualified Fund: 10,022,411 Oleg Nodelman: 10,630,736 EcoR1: 9.9% Qualified Fund: 9.3% Oleg Nodelman: 9.9% EcoR1: 0 Qualified Fund: 0 Oleg Nodelman: 0 EcoR1: 10,630,736 Qualified Fund: 10,022,411 Oleg Nodelman: 10,630,736 EcoR1: 0 Qualified Fund: 0 Oleg Nodelman: 0 EcoR1: 10,630,736 Qualified Fund: 10,022,411 Oleg Nodelman: 10,630,736 Y Y Y N EcoR1 is the general partner and investment adviser of investment funds, including Qualified Fund. Mr. Nodelman is the control person of EcoR1. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under ?? 240.14a-11. 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, other than activities solely in connection with a nomination under ?? 240.14a-11. EcoR1 Capital, LLC /s/ Oleg Nodelman Manager 02/14/2025 Oleg Nodelman /s/ Oleg Nodelman Reporting person 02/14/2025 EcoR1 Capital Fund Qualified, L.P. /s/ Oleg Nodelman Manager of the General Partner, EcoR1 Capital, LLC 02/14/2025 EX-99.1 AGREEMENT 2 exh99.htm

EXHIBIT 99.1

 

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 or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 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 Securities Exchange Act of 1934, as amended, 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: February 14, 2025

 

 

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