Home/Filings/4/0001231919-25-000616

4//SEC Filing

RA Capital Healthcare Fund LP 4

Accession 0001231919-25-000616

CIK 0001768446other

View on SEC.gov Company Profile

Filed

Dec 14, 7:00 PM ET

Accepted

Dec 15, 7:55 PM ET

Size

28.5 KB

Accession

0001231919-25-000616

Insider Transaction Report

Form 4

Period: 2025-12-11

Climb Bio, Inc.CLYM

RA CAPITAL MANAGEMENT, L.P.

Director10% Owner

Transactions

Disposition to Issuer
Common Stock
2025-12-11−20,440,000→ 3,081,757 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-11$2.18/sh+213,099$464,556→ 3,294,856 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-12$2.86/sh+101,462$290,181→ 3,396,318 total(indirect: See footnotes)
Award
Pre-Funded Warrants (Right to Buy)
2025-12-11+20,440,000→ 20,440,000 total(indirect: See footnotes)
Exercise: $0.00→ Common Stock (20,440,000 underlying)

Holdings

Common Stock
(indirect: See footnotes)
2,479,872
Common Stock
(indirect: See footnotes)
1,226,497
Common Stock
(indirect: See footnotes)
483,679
Common Stock
(indirect: See footnotes)
2,866,375
Common Stock
(indirect: See footnotes)
841,087

RA Capital Healthcare Fund LP

Director10% Owner

Transactions

Disposition to Issuer
Common Stock
2025-12-11−20,440,000→ 3,081,757 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-11$2.18/sh+213,099$464,556→ 3,294,856 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-12$2.86/sh+101,462$290,181→ 3,396,318 total(indirect: See footnotes)
Award
Pre-Funded Warrants (Right to Buy)
2025-12-11+20,440,000→ 20,440,000 total(indirect: See footnotes)
Exercise: $0.00→ Common Stock (20,440,000 underlying)

Holdings

Common Stock
(indirect: See footnotes)
2,479,872
Common Stock
(indirect: See footnotes)
1,226,497
Common Stock
(indirect: See footnotes)
483,679
Common Stock
(indirect: See footnotes)
2,866,375
Common Stock
(indirect: See footnotes)
841,087

RA Capital Nexus Fund, L.P.

Director

Transactions

Disposition to Issuer
Common Stock
2025-12-11−20,440,000→ 3,081,757 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-11$2.18/sh+213,099$464,556→ 3,294,856 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-12$2.86/sh+101,462$290,181→ 3,396,318 total(indirect: See footnotes)
Award
Pre-Funded Warrants (Right to Buy)
2025-12-11+20,440,000→ 20,440,000 total(indirect: See footnotes)
Exercise: $0.00→ Common Stock (20,440,000 underlying)

Holdings

Common Stock
(indirect: See footnotes)
2,479,872
Common Stock
(indirect: See footnotes)
1,226,497
Common Stock
(indirect: See footnotes)
483,679
Common Stock
(indirect: See footnotes)
2,866,375
Common Stock
(indirect: See footnotes)
841,087

RA Capital Nexus Fund II, L.P.

Director

Transactions

Disposition to Issuer
Common Stock
2025-12-11−20,440,000→ 3,081,757 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-11$2.18/sh+213,099$464,556→ 3,294,856 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-12$2.86/sh+101,462$290,181→ 3,396,318 total(indirect: See footnotes)
Award
Pre-Funded Warrants (Right to Buy)
2025-12-11+20,440,000→ 20,440,000 total(indirect: See footnotes)
Exercise: $0.00→ Common Stock (20,440,000 underlying)

Holdings

Common Stock
(indirect: See footnotes)
2,479,872
Common Stock
(indirect: See footnotes)
1,226,497
Common Stock
(indirect: See footnotes)
483,679
Common Stock
(indirect: See footnotes)
2,866,375
Common Stock
(indirect: See footnotes)
841,087

RA Capital Nexus Fund III, L.P.

Director10% Owner

Transactions

Disposition to Issuer
Common Stock
2025-12-11−20,440,000→ 3,081,757 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-11$2.18/sh+213,099$464,556→ 3,294,856 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-12$2.86/sh+101,462$290,181→ 3,396,318 total(indirect: See footnotes)
Award
Pre-Funded Warrants (Right to Buy)
2025-12-11+20,440,000→ 20,440,000 total(indirect: See footnotes)
Exercise: $0.00→ Common Stock (20,440,000 underlying)

Holdings

Common Stock
(indirect: See footnotes)
2,479,872
Common Stock
(indirect: See footnotes)
1,226,497
Common Stock
(indirect: See footnotes)
483,679
Common Stock
(indirect: See footnotes)
2,866,375
Common Stock
(indirect: See footnotes)
841,087

Kolchinsky Peter

Director10% Owner

Transactions

Disposition to Issuer
Common Stock
2025-12-11−20,440,000→ 3,081,757 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-11$2.18/sh+213,099$464,556→ 3,294,856 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-12$2.86/sh+101,462$290,181→ 3,396,318 total(indirect: See footnotes)
Award
Pre-Funded Warrants (Right to Buy)
2025-12-11+20,440,000→ 20,440,000 total(indirect: See footnotes)
Exercise: $0.00→ Common Stock (20,440,000 underlying)

Holdings

Common Stock
(indirect: See footnotes)
2,479,872
Common Stock
(indirect: See footnotes)
1,226,497
Common Stock
(indirect: See footnotes)
483,679
Common Stock
(indirect: See footnotes)
2,866,375
Common Stock
(indirect: See footnotes)
841,087

Shah Rajeev M.

Director10% Owner

Transactions

Disposition to Issuer
Common Stock
2025-12-11−20,440,000→ 3,081,757 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-11$2.18/sh+213,099$464,556→ 3,294,856 total(indirect: See footnotes)
Purchase
Common Stock
2025-12-12$2.86/sh+101,462$290,181→ 3,396,318 total(indirect: See footnotes)
Award
Pre-Funded Warrants (Right to Buy)
2025-12-11+20,440,000→ 20,440,000 total(indirect: See footnotes)
Exercise: $0.00→ Common Stock (20,440,000 underlying)

Holdings

Common Stock
(indirect: See footnotes)
2,479,872
Common Stock
(indirect: See footnotes)
1,226,497
Common Stock
(indirect: See footnotes)
483,679
Common Stock
(indirect: See footnotes)
2,866,375
Common Stock
(indirect: See footnotes)
841,087

Footnotes (11)

[F1]On December 11, 2025, RA Capital Healthcare Fund, L.P. (the "Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Fund exchanged, for no additional consideration, 20,440,000 shares of the Issuer's Common Stock for a pre-funded warrant exercisable for up to 20,440,000 shares of the Issuer's Common Stock at an exercise price of $0.0001 per share.
[F10]These securities are held directly by the Account.
[F11]The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 33.0% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
[F2]These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
[F3]RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus II Fund, L.P. (the "Nexus Fund II"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III") and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Fund and the Nexus Fund III collectively own approximately 75% of the outstanding equity interests of Sera Medicines, LLC ("Sera"). Accordingly, each of the Fund, the Nexus Fund III and the Adviser may be deemed to beneficially own the securities held by Sera. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein.
[F4]The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.11 to $2.20 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
[F5]The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.32 to $3.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
[F6]These securities are held directly by Sera.
[F7]These securities are held directly by the Nexus Fund.
[F8]These securities are held directly by the Nexus Fund II.
[F9]These securities are held directly by Nexus Fund III.

Documents

1 file

4
form4-12162025_121255.xmlPrimary

Issuer

Climb Bio, Inc.

CIK 0001768446

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001315082

Filing Metadata

Form type: 4
Filed: Dec 14, 7:00 PM ET
Accepted: Dec 15, 7:55 PM ET
Size: 28.5 KB

View on SEC.gov