SEC Form SC 13D/A filed by DICE Therapeutics Inc. (Amendment)
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13D/A |
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DICE THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
23345J104
(CUSIP Number)
RA Capital Management, L.P.
200 Berkeley Street, 18th Floor
Boston, MA 02116
Attn: Peter Kolchinsky
Telephone: 617.778.2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 27, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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, as amended (“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. 23345J104 | |||||
| 1. | Names of Reporting Persons. RA Capital Management, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Source
of Funds (See Instructions) AF | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6. | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole
Voting Power 0 | |||
| 8. | Shared
Voting Power 7,660,615 | ||||
| 9. | Sole
Dispositive Power 0 | ||||
| 10. | Shared
Dispositive Power 7,660,615 | ||||
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 7,660,615 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. | Percent
of Class Represented by Amount in Row (11) 16.1%1 | ||||
| 14. | Type
of Reporting Person (See Instructions) IA, PN | ||||
1 The percentage calculation assumes that there are currently 47,711,123 outstanding shares of Common Stock of the Issuer based on the Issuer’s Prospectus filed with the Securities and Exchange Commission (“SEC”) on March 15, 2023.
| CUSIP No. 23345J104 | |||||
| 1. |
Names of Reporting Persons. Peter Kolchinsky | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Source of Funds (See Instructions) AF | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6. | Citizenship or Place of Organization United States | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 | |||
| 8. | Shared Voting Power 7,660,615 | ||||
| 9. | Sole Dispositive Power 0 | ||||
| 10. | Shared Dispositive Power 7,660,615 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 7,660,615 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. | Percent of Class Represented by Amount in Row (11) 16.1%2 | ||||
| 14. | Type of Reporting Person (See Instructions) HC, IN | ||||
2 The percentage calculation assumes that there are currently 47,711,123 outstanding shares of Common Stock of the Issuer based on the Issuer’s Prospectus filed with the Securities and Exchange Commission (“SEC”) on March 15, 2023.
| CUSIP No. 23345J104 | |||||
| 1. |
Names of Reporting Persons. Rajeev Shah | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Source of Funds (See Instructions) AF | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6. | Citizenship or Place of Organization United States | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 | |||
| 8. | Shared Voting Power 7,660,615 | ||||
| 9. | Sole Dispositive Power 0 | ||||
| 10. | Shared Dispositive Power 7,660,615 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 7,660,615 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. | Percent of Class Represented by Amount in Row (11) 16.1%3 | ||||
| 14. | Type of Reporting Person (See Instructions) HC, IN | ||||
3 The percentage calculation assumes that there are currently 47,711,123 outstanding shares of Common Stock of the Issuer based on the Issuer’s Prospectus filed with the Securities and Exchange Commission (“SEC”) on March 15, 2023.
| CUSIP No. 23345J104 | |||||
| 1. |
Names of Reporting Persons. RA Capital Healthcare Fund, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Source of Funds (See Instructions) WC | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6. | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 | |||
| 8. | Shared Voting Power 6,874,208 | ||||
| 9. | Sole Dispositive Power 0 | ||||
| 10. | Shared Dispositive Power 6,874,208 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,874,208 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13. | Percent of Class Represented by Amount in Row (11) 14.4%4 | ||||
| 14. | Type of Reporting Person (See Instructions) PN | ||||
4 The percentage calculation assumes that there are currently 47,711,123 outstanding shares of Common Stock of the Issuer based on the Issuer’s Prospectus filed with the Securities and Exchange Commission (“SEC”) on March 15, 2023.
| Item 1. | Security and Issuer |
|
Item 1 of the Statement is amended and supplemented as follows:
This Amendment No. 2 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2021 (the “Statement”), as amended by Amendment No. 1 filed on October 19, 2022 by the Reporting Persons with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of DICE Therapeutics, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at 400 East Jamie Court, Suite 300, South San Francisco, CA 94080. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
| |
| Item 2. | Identity and Background |
Item 2 of the Statement is amended and restated as follows:
(a) This Statement 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”), who are collectively referred to herein as the “Reporting Persons”. The agreement among the Reporting Persons to file this Statement jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Act”), is attached hereto as Exhibit 1.
The Common Stock reported herein includes 6,874,208 shares held directly by the Fund and 786,407 shares held directly by RA Capital Nexus Fund II, L.P. (the “Nexus Fund II”). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II. 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 the Fund and the Nexus Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the \the Act, of any securities of the Issuer held by the Fund or the Nexus Fund II. The Fund and the Nexus Fund II have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s and the Nexus Fund II’s portfolio, including the shares of the Issuer’s Common Stock reported herein. Because the Fund and the Nexus Fund II have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund II disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Act and therefore disclaim 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 13D/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this 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.
(b) The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.
(c) The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund and the Nexus Fund II. The principal occupation of Dr. Kolchinsky and Mr. Shah is investment management.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) 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.
(f) See Item 6 of the cover pages.
| |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented by the following:
Between March 23rd, 2023 and March 29th, 2023 the Fund acquired additional securities of the Issuer in open market transactions described in Schedule A for an aggregate $ 20,682,750.49. The shares were purchased with working capital of the Fund.
| |
| Item 5. | Interest in Securities of the Issuer |
|
Items 5(a), (b) and (c) of the Statement are hereby amended and supplemented by the following:
(a) The information set forth in rows 11 and 13 of the cover pages to this Statement is incorporated by reference. The percentage set forth in row 13 is based on 47,711,123 outstanding shares of Common Stock, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission on March 15, 2023.
(b) The information set forth in rows 7 through 10 of the cover pages to this Statement and Item 2 above is incorporated by reference.
(c) Schedule A sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any Reporting Person and is incorporated herein by reference.
(d) 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 shares of Common Stock subject to this Statement.
(e) Not applicable.
| |
| Item 7. | Material to be Filed as Exhibits |
|
Item 7 of the Statement is amended and supplemented by the following:
Exhibit 1 Joint Filing Agreement
| |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 29, 2023
| RA CAPITAL MANAGEMENT, L.P. | |||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Authorized Signatory | ||
| PETER KOLCHINSKY | |||
| /s/ Peter Kolchinsky | |||
| RAJEEV SHAH | |||
| /s/ Rajeev Shah | |||
| RA CAPITAL HEALTHCARE FUND, L.P. | |||
| By: | RA Capital Healthcare Fund GP, LLC | ||
| Its: | General Partner | ||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Manager | ||
Schedule A
| Name | Date of Transaction | Number of Shares Acquired / (Disposed) | Transaction | Price per Share | ||||||
| RA Capital Healthcare Fund, L.P. | 03/23/23 | 155,089 Common Stock | Purchase | $ | 26.67 | 5 | ||||
| RA Capital Healthcare Fund, L.P. | 03/24/23 | 192,335 Common Stock | Purchase | $ | 26.87 | 6 | ||||
| RA Capital Healthcare Fund, L.P. | 03/27/23 | 151,132 Common Stock | Purchase | $ | 27.48 | 7 | ||||
| RA Capital Healthcare Fund, L.P. | 03/28/23 | 246,779 Common Stock | Purchase | $ | 29.24 | 8 | ||||
| RA Capital Healthcare Fund, L.P. | 03/29/23 | 66,369 Common Stock | Purchase | $ | 29.38 | 9 | ||||
5 This transaction was executed in multiple trades at prices ranging from $26.29 to $27.20; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this 13D/A, were effected.
6 This transaction was executed in multiple trades at prices ranging from $26.46 to $27.20; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this 13D/A, were effected.
7 This transaction was executed in multiple trades at prices ranging from $26.93 to $27.76; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this 13D/A, were effected.
8 This transaction was executed in multiple trades at prices ranging from $28.94 to $29.50; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this 13D/A, were effected.
9 This transaction was executed in multiple trades at prices ranging from $29.13 to $29.50; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this 13D/A, were effected.
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of March 29, 2023, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”).
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.0001 per share of DICE Therapeutics, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
| RA CAPITAL MANAGEMENT, L.P. | |||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Authorized Signatory | ||
| PETER KOLCHINSKY | |||
| /s/ Peter Kolchinsky | |||
| RAJEEV SHAH | |||
| /s/ Rajeev Shah | |||
| RA CAPITAL HEALTHCARE FUND, L.P. | |||
| By: | RA Capital Healthcare Fund GP, LLC | ||
| Its: | General Partner | ||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Manager | ||