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    Amendment: SEC Form SC 13G/A filed by Cabaletta Bio Inc.

    11/12/24 9:34:26 AM ET
    $CABA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $CABA alert in real time by email
    SC 13G/A 1 p24-3076sc13ga.htm CABALETTA BIO, INC.

     

    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    SCHEDULE 13G/A
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 5)*, **
     

    Cabaletta Bio, Inc.

    (Name of Issuer)
     

    Voting Common Stock, par value $0.00001 per share

    (Title of Class of Securities)
     

    12674W109

    (CUSIP Number)
     

    September 30, 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:
     
    ý Rule 13d-1(b)
    ¨ Rule 13d-1(c)
    ¨ Rule 13d-1(d)
     
    (Page 1 of 8 Pages)

     

    ______________________________

    *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 original Schedule 13G and any amendment thereto filed with the Securities and Exchange Commission with respect to the shares of Voting Common Stock held by the Reporting Persons (as defined in Item 2(a) hereof) prior to the date hereof was filed by Adage Capital Partners GP, L.L.C. (CIK 0001165408), which is no longer a Reporting Person with respect to the shares of Voting Common Stock held by the Reporting Persons.

    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). 

     

    CUSIP No. 12674W10913G/APage 2 of 8 Pages

     

    1

    NAME OF REPORTING PERSON

    Adage Capital Management, L.P.

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    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

    6

    SHARED VOTING POWER

    3,634,475 (including 597,830 shares of Voting Common Stock issuable upon exercise of warrants)

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    3,634,475 (including 597,830 shares of Voting Common Stock issuable upon exercise of warrants)

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    3,634,475 (including 597,830 shares of Voting Common Stock issuable upon exercise of warrants)

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    7.43%

    12

    TYPE OF REPORTING PERSON

    PN, IA

             

     

     

     

    CUSIP No. 12674W10913G/APage 3 of 8 Pages

     

    1

    NAME OF REPORTING PERSON

    Robert Atchinson

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    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

    6

    SHARED VOTING POWER

    3,634,475 (including 597,830 shares of Voting Common Stock issuable upon exercise of warrants)

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    3,634,475 (including 597,830 shares of Voting Common Stock issuable upon exercise of warrants)

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    3,634,475 (including 597,830 shares of Voting Common Stock issuable upon exercise of warrants)

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    7.43%

    12

    TYPE OF REPORTING PERSON

    IN; HC

             

     

     

     

     

    CUSIP No. 12674W10913G/APage 4 of 8 Pages

     

    1

    NAME OF REPORTING PERSON

    Phillip Gross

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    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

    6

    SHARED VOTING POWER

    3,634,475 (including 597,830 shares of Voting Common Stock issuable upon exercise of warrants)

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    3,634,475 (including 597,830 shares of Voting Common Stock issuable upon exercise of warrants)

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    3,634,475 (including 597,830 shares of Voting Common Stock issuable upon exercise of warrants)

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    7.43%

    12

    TYPE OF REPORTING PERSON

    IN; HC

             

     

     

     

     

    CUSIP No. 12674W10913G/APage 5 of 8 Pages

      

    Item 1(a). NAME OF ISSUER
      The name of the issuer is Cabaletta Bio, Inc. (the “Company”).

     

    Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
      The Company's principal executive offices are located at 2929 Arch Street, Suite 600, Philadelphia, Pennsylvania 19104.

     

    Item 2(a). NAME OF PERSON FILING
      This statement is filed by:

     

      (i) Adage Capital Management, L.P., a Delaware limited partnership (“ACM”), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), with respect to the shares of Voting Common Stock directly held by ACP;
       
      (ii) Robert Atchinson (“Mr. Atchinson”), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company (“ACPLLC”), general partner of ACM, with respect to the shares of Voting Common Stock directly held by ACP; and
       
      (iii) Phillip Gross (“Mr. Gross”), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Voting Common Stock directly held by ACP.

     

      The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
       
      The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

     

    Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
      The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

     

    Item 2(c). CITIZENSHIP
      ACM is a limited partnership organized under the laws of the State of Delaware.  Messrs. Gross and Atchinson are citizens of the United States.

     

    Item 2(d). TITLE OF CLASS OF SECURITIES
      Voting Common Stock, par value $0.00001 per share (the “Voting Common Stock”).

     

    Item 2(e). CUSIP NUMBER
      12674W109

     

     

    CUSIP No. 12674W10913G/APage 6 of 8 Pages

      

    Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

     

      (a) ¨ Broker or dealer registered under Section 15 of the Act;
      (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
      (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
      (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
      (e) þ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
      (f) ¨

    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

     

      (g) þ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
      (h) ¨

    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

     

      (i) ¨

    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

     

      (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
      (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

     

      If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
      specify the type of institution: Not applicable.

     

    Item 4. OWNERSHIP
      The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
       
      The percentage set forth in this Schedule 13G/A is calculated based upon 48,291,469 shares of Voting Common Stock outstanding as of June 30, 2024, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Securities and Exchange Commission on August 8, 2024.

     

    Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
      Not applicable.

     

    Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
      See Item 2(a).

     

    CUSIP No. 12674W10913G/APage 7 of 8 Pages

      

    Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
      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
      Each of the Reporting Persons hereby makes the following certification:
       
      By signing below each Reporting Person certifies that, to the best of his or its 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.

     

    CUSIP No. 12674W10913G/APage 8 of 8 Pages

    SIGNATURES

    After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    DATE: November 12, 2024

     

    ADAGE CAPITAL MANAGEMENT, L.P.  
    By: Adage Capital Partners LLC,  
    its general partner  
       
    /s/ Robert Atchinson  
    Name:  Robert Atchinson  
    Title: Managing Member  
       
    /s/ Robert Atchinson  
    ROBERT ATCHINSON, individually  
       
    /s/ Phillip Gross  
    PHILLIP GROSS, individually  

     

     

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