SEC Form SC 13D/A filed by Reneo Pharmaceuticals Inc. (Amendment)

SEC Form SC 13D/A filed by Reneo Pharmaceuticals Inc. (Amendment)

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SC 13D/A 1 d413938dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Reneo Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

75974E103

(CUSIP Number)

Jeffrey Ferguson

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004

(202) 729-5626

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 2, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) 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 (“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. 75974E103		13D		Page 1 of 15 pages


1		Names of Reporting Persons The Carlyle Group Inc.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 75974E103		13D		Page 2 of 15 pages


1		Names of Reporting Persons Carlyle Holdings I GP Inc.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 75974E103		13D		Page 3 of 15 pages


1		Names of Reporting Persons Carlyle Holdings I GP Sub L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 75974E103		13D		Page 4 of 15 pages


1		Names of Reporting Persons Carlyle Holdings I L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 75974E103		13D		Page 5 of 15 pages


1		Names of Reporting Persons CG Subsidiary Holdings L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 75974E103		13D		Page 6 of 15 pages


1		Names of Reporting Persons TC Group, L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 75974E103		13D		Page 7 of 15 pages


1		Names of Reporting Persons Carlyle Investment Management L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 75974E103		13D		Page 8 of 15 pages


1		Names of Reporting Persons Carlyle Genesis UK LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 75974E103		13D		Page 9 of 15 pages


1		Names of Reporting Persons Abingworth LLP
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization England and Wales


CUSIP No. 75974E103		13D		Page 10 of 15 pages


1		Names of Reporting Persons Abingworth Bioventures 8 LP
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization England and Wales


CUSIP No. 75974E103		13D		Page 11 of 15 pages

Explanatory Note

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on April 20, 2021 (as amended to date, the “Schedule 13D”), relating to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Reneo Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On May 9, 2023, Abingworth Bioventures 8 LP purchased 625,000 shares of Common Stock pursuant to the Securities Purchase Agreement (as defined in Item 4) for total consideration of $5 million. Abingworth Bioventures 8 LP purchased the Common Stock with its investment capital.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Securities Purchase Agreement

On May 9, 2023, pursuant to a securities purchase agreement, dated as of May 2, 2023, by and among the Issuer and Abingworth Bioventures 8 LP (the “Securities Purchase Agreement”), Abingworth Bioventures 8 LP purchased 625,000 shares of Common Stock from the Issuer for a purchase price of $8.00 per share (the “Private Placement”).

Pursuant to the Securities Purchase Agreement, the Issuer agreed to prepare and file a registration statement with the SEC on or before June 7, 2023 to register the resale of the shares of Common Stock sold in the Private Placement. In the event that the initial registration statement has not been filed or declared effective by the SEC by the dates set forth in the Securities Purchase Agreement (the “Registration Default”), the Issuer has agreed to pay Abingworth Bioventures 8 LP 1.0% of the purchase amount for each 20-day period, provided that the payment shall increase by 1.0% of the purchase amount for each subsequent 20-day period following the initial 20-day period, or pro rata for any portion thereof, during which the Registration Default remains uncured, subject to certain limitations.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.


CUSIP No. 75974E103		13D		Page 12 of 15 pages

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 33,230,803 shares of Common Stock outstanding as of May 9, 2023, as disclosed in the Issuer’s prospectus on Form 424B5 filed on May 4, 2023.


Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
The Carlyle Group Inc.		2,730,457		8.2	%		0		2,730,457		0		2,730,457
Carlyle Holdings I GP Inc.		2,730,457		8.2	%		0		2,730,457		0		2,730,457
Carlyle Holdings I GP Sub L.L.C.		2,730,457		8.2	%		0		2,730,457		0		2,730,457
Carlyle Holdings I L.P.		2,730,457		8.2	%		0		2,730,457		0		2,730,457
CG Subsidiary Holdings L.L.C.		2,730,457		8.2	%		0		2,730,457		0		2,730,457
TC Group, L.L.C.		2,730,457		8.2	%		0		2,730,457		0		2,730,457
Carlyle Investment Management L.L.C.		2,730,457		8.2	%		0		2,730,457		0		2,730,457
Carlyle Genesis UK LLC		2,730,457		8.2	%		0		2,730,457		0		2,730,457
Abingworth LLP		2,730,457		8.2	%		0		2,730,457		0		2,730,457
Abingworth Bioventures 8 LP		2,730,457		8.2	%		0		2,730,457		0		2,730,457

Includes (i) 2,698,957 shares of Common Stock held of record by Abingworth Bioventures 8 LP and (ii) 31,500 shares of Common Stock underlying stock options exercisable within 60 days of the date hereof.

The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Abingworth Bioventures 8 LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures 8 LP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures 8 LP, but each disclaims beneficial ownership of such securities.


CUSIP No. 75974E103		13D		Page 13 of 15 pages

(c)	Except as described in Item 4, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock.

(d)

None.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Item 4 above summarizes certain provisions of the Securities Purchase Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.

Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:


Exhibit Number		Description

5		Securities Purchase Agreement, dated as of May 2, 2023, by and between Reneo Pharmaceuticals, Inc. and Abingworth Bioventures 8 LP (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on May 5, 2023).


CUSIP No. 75974E103		13D		Page 14 of 15 pages

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.

Date: May 9, 2023


The Carlyle Group Inc.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

Carlyle Holdings I GP Inc.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Managing Director and Chief Financial Officer

Carlyle Holdings I GP Sub L.L.C.

By: Carlyle Holdings I GP Inc., its sole member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Managing Director and Chief Financial Officer

Carlyle Holdings I L.P.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Managing Director

CG Subsidiary Holdings L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Managing Director

TC Group, L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Managing Director


CUSIP No. 75974E103		13D		Page 15 of 15 pages


Carlyle Investment Management L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

Carlyle Genesis UK LLC

By: Carlyle Investment Management L.L.C., its sole member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

Abingworth LLP

By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory

Abingworth Bioventures 8 LP

By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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Date	Price Target	Rating	Analyst
12/15/2023		Outperform → Market Perform	Leerink Partners
12/15/2023		Buy → Hold	Jefferies
12/15/2023	$30.00 → $1.50	Buy → Neutral	H.C. Wainwright
12/14/2023		Buy → Neutral	Ladenburg Thalmann
12/14/2023	$23.00 → $1.45	Buy → Underperform	BofA Securities
12/14/2023		Outperform → Mkt Perform	William Blair
12/14/2023	$28.00 → $3.00	Outperform → Neutral	Robert W. Baird
12/14/2023	$25.00 → $4.00	Overweight → Neutral	Piper Sandler

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power

0

Shared Voting Power

2,730,457

Sole Dispositive Power

0

Shared Dispositive Power

2,730,457