Solid Biosciences Inc.
15.60%
11,934,679
1707502
83422E204
Feb 18, 2025
Feb 21, 2025, 04:15 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Perceptive Advisors LLC | Investment Adviser | 15.60% | 11,934,679 | 0 | 11,934,679 |
| Joseph Edelman | Individual | 15.60% | 11,934,679 | 0 | 11,934,679 |
| Perceptive Life Sciences Master Fund, Ltd. | CO | 15.50% | 11,861,572 | 0 | 11,861,572 |
| Perceptive Xontogeny Venture Fund, LP | Investment Adviser | 0.10% | 73,107 | 0 | 73,107 |
Disclosure Items (6)
Common Stock, $0.001 par value per share
Solid Biosciences Inc.
500 Rutherford Avenue, Charlestown, MA, 02129
Item 3 is amended and supplemented as follows: The shares of Common Stock set forth below in Item 5(c) of this Amendment No. 8 to Schedule 13D were acquired with working capital of the Master Fund for an aggregate purchase price of $20.2 million.
Item 5 is amended and supplemented as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentages set forth in rows 13 are based on 76,318,810 outstanding shares of Common Stock of the Issuer, as reported by the Issuer in its Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on February 18, 2025 and in the case of the Advisor, Mr. Edelman and the Master Fund, assume the exercise of stock options held by Adam Stone, the Chief Investment Officer of the Advisor, for a total of 28,033 shares of Common Stock.
The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. Adam Stone, the Chief Investment Officer of the Advisor, holds stock options for a total of 62,433 shares of Common Stock, of which 28,033 are currently exercisable, or exercisable within 60 days. The Master Fund has the right to receive the director compensation provided in respect of Mr. Stone's board service through a partial management fee offset.
On February 19, 2025, as part of an underwritten offering conducted by the Issuer, the Master Fund acquired 5,000,000 shares of Common Stock at $4.03 per share, for an aggregate purchase price of $20.2 million.
Item 6 is amended and supplemented as follows: In connection with the Issuer's underwritten public offering, the Master Fund entered into a lock-up agreement for a period of 60 days with the representatives of the underwriters (the "Lock-Up Agreement"). Pursuant to the Lock-Up Agreement, the Master Fund, subject to certain exceptions, agreed not to sell or otherwise transfer any shares of Common Stock or securities convertible into, exchangeable for or exerciseable for Common Stock, without the prior consent of the representatives. The foregoing description of the Lock-Up Agreement is not complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which is included as Exhibit 13 to this Schedule 13D and is incorporated herein by reference.
Item 7 is amended and supplemented as follows: Exhibit 13 Form of Lock-Up Agreement (Incorporated by reference to Exhibit A of Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2025)