SEC Form SC 13D/A filed by Solid Biosciences Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Solid Biosciences Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

83422E 105

(CUSIP Number)

Alexander Rakitin

Perceptive Advisors LLC

51 Astor Place, 10^th Floor

New York, NY 10003

(646) 205-5340

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

January 11, 2024

(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 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. 83422E 105

CUSIP No. 83422E 105

CUSIP No. 83422E 105

CUSIP No. 83422E 105

Item 3 is amended and supplemented as follows:

The shares of Common Stock set forth below in Item 5(c) of this Amendment No. 6 to Schedule 13D were acquired with working capital of the Master Fund.

Item 4 is amended and supplemented as follows:

The information set forth in Item 6 below in this Amendment No. 6 to Schedule 13D is incorporated by reference.

Item 5 is amended and supplemented as follows:

Item 6 is amended and supplemented as follows:

Securities Purchase Agreement

On January 8, 2024, the Master Fund and certain other institutional investors entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Issuer, pursuant to which the Master Fund acquired 3,410,713 shares of Common Stock at a price of $5.53 per share (the “Private Placement”). The Private Placement closed on January 11, 2024.

The Issuer has granted the Master Fund and the other investors indemnification rights with respect to its representations, warranties, covenants and agreements under the Securities Purchase Agreement.

Registration Rights Agreement

Also on January 8, 2024, the Master Fund entered into a registration rights agreement (the “Registration Rights Agreement”) with the Issuer, pursuant to which the Issuer agreed to register for resale the shares of Common Stock acquired by the Master Fund pursuant to the Securities Purchase Agreement. Under the Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale by the Master Fund and the other investors of their Registrable Securities (as defined in the Registration Rights Agreement) no later than 30 days following the closing of the Private Placement (the “Filing Date”). The Issuer Company has agreed to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as reasonably practicable and to keep such registration statement effective until the date that all Registrable Securities covered by such registration statement have been sold or can be sold without restriction pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereof) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities.

In the event (i) the registration statement has not been filed by the Filing Date, (ii) the registration statement is not declared effective prior to the earlier of (a) five business days after the date on which the Issuer is notified by the Securities and Exchange Commission (the “SEC”) that the registration statement will not be reviewed by the SEC staff or is not subject to further comment by the SEC staff or (b) the 15th day after the Filing Date (or the 60th day after the closing of the Private Placement, if the SEC staff determines to review the registration statement), or (iii) after the registration statement has been declared effective by the SEC, sales cannot be made pursuant to the registration statement for any reason, subject to certain limited exceptions, then the Issuer has agreed to make pro rata payments to each Investor as liquidated damages and not as a penalty in an amount equal to one percent (1.0%) of the aggregate amount invested by such Investor for the Registrable Securities per 30-day period or pro rata for any portion thereof for each such month during which such event continues, subject to certain caps set forth in the Registration Rights Agreement.

The Issuer has granted the Master Fund customary indemnification rights in connection with the registration statement. The Master Fund has also granted the Issuer customary indemnification rights in connection with the registration statement.

The foregoing descriptions of the Securities Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the forms of Securities Purchase Agreement and Registration Rights Agreement, copies of which are filed as Exhibits 11 and 12 hereto.

Item 7 is amended and supplemented as follows:

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: January 12, 2024