ITEOS THERAPEUTICS, INC.
4.90%
2,134,806
1808865
46565G104
May 14, 2025
May 19, 2025, 05:46 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 |
|---|---|---|---|---|---|
| RA Capital Management, L.P. | Investment Adviser | 4.90% | 2,134,806 | 0 | 2,134,806 |
| Peter Kolchinsky | Holding Company | 4.90% | 2,134,806 | 0 | 2,134,806 |
| Rajeev Shah | Holding Company | 4.90% | 2,134,806 | 0 | 2,134,806 |
| RA Capital Healthcare Fund, L.P. | Partnership | 4.40% | 1,896,784 | 0 | 1,896,784 |
Disclosure Items (5)
Common Stock, $0.001 par value per share
ITEOS THERAPEUTICS, INC.
321 ARSENAL STREET, WATERTOWN, MA, 02472
This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital, Dr. Kolchinsky, Mr. Shah and the Fund 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' ownership of the Issuer's securities consists of (i) 1,896,784 shares of common stock directly held by the Fund; and (ii) 238,022 shares of common stock directly held by RA Capital Nexus Fund, L.P. (the "Nexus Fund"). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. 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 each of the Fund and the Nexus Fund 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 or the Nexus Fund. Each of the Fund and the Nexus Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer's common stock reported herein. Because each of the Fund and the Nexus Fund has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, each of the Fund and the Nexus Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims 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 this 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 is a private investment vehicle. RA Capital provides investment management services to the Fund and the Nexus Fund. The principal occupation of each of Dr. Kolchinsky and Mr. Shah is investment management.
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 3 of the Statement is hereby amended and supplemented as follows: On May 13, 2025 in connection with the sales disclosed below, the Fund net exercised 3,026,000 pre-funded warrants in return for 3,025,614 shares of common stock. On May 16, 2025 in connection with the sales disclosed below, the Fund net exercised 2,031,285 pre-funded warrants in return for 2,031,030 shares of common stock.
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 the sum of: (i) 38,273,795 shares of common stock outstanding as of April 22, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on April 28, 2025, and (ii) 5,056,644 shares of common stock issued subsequent to April 22, 2025 upon the net exercise of the pre-funded warrants by the Fund described in Item 3.
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.
Except as set forth in Item 3 and as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the most recent amendment to the Statement. Weighted Low High Reporting No. Average Price Price Transaction Person Date Shares Price ($) ($) ($) Open Market Sale Fund 05/15/2025 3,017,776 8.00 8.00 8.07 Open Market Sale Nexus Fund 05/15/2025 378,645 8.00 8.00 8.07 Open Market Sale Fund 05/19/2025 255,929 8.37 8.35 8.42 Open Market Sale Nexus Fund 05/19/2025 32,116 8.37 8.35 8.42
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.
The Reporting Persons ceased to be the beneficial owners of more than five percent of the securities subject to this Schedule 13D/A on May 19, 2025.
Exhibit 99.1 Joint Filing Agreement