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    SEC Form SC 13G/A filed by 89bio Inc. (Amendment)

    2/14/24 3:00:17 PM ET
    $ETNB
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ETNB alert in real time by email
    SC 13G/A 1 cormorant_sc13ga.htm AMENDMENT NO. 1
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
         
         
     
    SCHEDULE 13G
     
     
     
    Under the Securities Exchange Act of 1934
     
     
     
    (Amendment No. 1)*
     
         
     
    89bio, Inc.
     
     
    (Name of Issuer)
     
         
     
    Common Stock
     
     
    (Title of Class of Securities)
     

     
    282559103
     
     
    (CUSIP Number)
     

     
    December 19, 2023
     
     
    (Date of Event which Requires Filing of this Statement)
     


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
     
    [ ]
    Rule 13d-1(b)
     
    [x]
    Rule 13d-1(c)
     
    [ ]
    Rule 13d-1(d)
     






    ___________________________________
    *  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 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.
    282559103

    1
    Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only)

    Cormorant Global Healthcare Master Fund, LP

    2
    Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) [ ]
     
    (b) [x]
    3
    SEC Use Only
    4
    Citizenship or Place of Organization.
     
    Cayman Islands
    Number
    of Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    5 Sole Voting Power
     
    0 shares
    6 Shared Voting Power
     
    0 shares

    Refer to Item 4 below.
    7 Sole Dispositive Power
     
    0 shares
    8 Shared Dispositive Power
     
    0 shares

    Refer to Item 4 below.
    9
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    0 shares

    Refer to Item 4 below.
    10
    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
        [ ] N/A
    11
    Percent of Class Represented by Amount in Row (9)*
     
    0.00%

    Refer to Item 4 below.
    12
    Type of Reporting Person (See Instructions)

    PN (Partnership)


    CUSIP NO.
    282559103

    1
    Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only)
     
    Cormorant Global Healthcare GP, LLC
     
    2
    Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) [ ]
     
    (b) [x]
    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 shares
    6 Shared Voting Power
     
    0 shares
     
    Refer to Item 4 below.
    7 Sole Dispositive Power
     
    0 shares
    8 Shared Dispositive Power
     
    0 shares

    Refer to Item 4 below.
    9
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    0 shares

    Refer to Item 4 below.
    10
    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
        [ ] N/A
    11
    Percent of Class Represented by Amount in Row (9)*
     
    0.00%

    Refer to Item 4 below.
    12
    Type of Reporting Person (See Instructions)
     
    OO (Limited Liability Company)


    CUSIP NO.
    282559103

    1
    Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only)
     
    Cormorant Asset Management, LP
     
    2
    Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) [ ]
     
    (b) [x]
    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 shares
    6 Shared Voting Power
     
    0 shares

    Refer to Item 4 below.
    7 Sole Dispositive Power
     
    0 shares
    8 Shared Dispositive Power
     
    0 shares

    Refer to Item 4 below.
    9
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    0 shares

    Refer to Item 4 below.
    10
    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
        [ ] N/A
    11
    Percent of Class Represented by Amount in Row (9)*
     
    0.00%

    Refer to Item 4 below.
    12
    Type of Reporting Person (See Instructions)
     
    PN (Partnership)


    CUSIP NO.
    282559103

    1
    Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only)
     
    Bihua Chen
     
    2
    Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) [ ]
     
    (b) [x]
    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 shares
    6 Shared Voting Power
     
    0 shares

    Refer to Item 4 below.
    7 Sole Dispositive Power
     
    0 shares
    8 Shared Dispositive Power
     
    0 shares

    Refer to Item 4 below.
    9
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    0 shares

    Refer to Item 4 below.
    10
    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
        [ ] N/A
    11
    Percent of Class Represented by Amount in Row (9)*
     
    0.00%

    Refer to Item 4 below.
    12
    Type of Reporting Person (See Instructions)
     
    IN (Individual)


    CUSIP NO.
    282559103

    Item 1.
     
     
    (a)
    Name of Issuer
         
       
    89bio, Inc.
     
     
    (b)
    Address of Issuer’s Principal Executive Offices
       
     
    142 Sansome Street, Second Floor, San Francisco, CA 94104

    Item 2.
     
     
    (a)
    Name of Person Filing
         
       
    Cormorant Global Healthcare Master Fund, LP
    Cormorant Global Healthcare GP, LLC
    Cormorant Asset Management, LP
    Bihua Chen
     
     
    (b)
    Address of Principal Business Office or, if none, Residence
         
       
    200 Clarendon Street, 52nd Floor
    Boston, MA 02116
     
     
    (c)
    Citizenship
       
     
    Cormorant Global Healthcare Master Fund, LP - Cayman Islands
    Cormorant Global Healthcare GP, LLC - Delaware
    Cormorant Asset Management, LP - Delaware
    Bihua Chen - United States
     
     
    (d)
    Title of Class of Securities
         
       
    Common Stock
     
     
    (e)
    CUSIP Number
       
    282559103


    CUSIP NO.
    282559103

    Item 3.
    If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     
     
    (a)
    [ ]
    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
    (b)
    [ ]
    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
    (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 (15 U.S.C. 80a-8).
     
    (e)
    [ ]
    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
    (f)
    [ ]
    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
    (g)
    [ ]
    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
    (h)
    [ ]
    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
    (i)
    [ ]
    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
    (j)
    [ ]
    A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
     
    (k)
    [ ]
    Group, in accordance with §240.13d-1(b)(1)(ii)(K).

    Item 4.
    Ownership***
     
    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
     

    (a)
    Amount Beneficially Owned***

    The information set forth in Row 9 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such Reporting Person.


    (b)
    Percent of Class***

    The information set forth in Row 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.


    (c)
    Number of shares as to which such person has: ***


    (i)
    sole power to vote or to direct the vote


    (ii)
    shared power to vote or to direct the vote


    (iii)
    sole power to dispose or to direct the disposition of


    (iv)
    shared power to dispose or to direct the disposition of


    CUSIP NO.
    282559103

    The information set forth in Rows 5 through 8 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.
     
    *** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”), as reported herein.  Cormorant Global Healthcare GP, LLC serves as the general partner of the Master Fund. Cormorant Asset Management, LP serves as the investment manager to the Master Fund.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and the general partner of Cormorant Asset Management, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
     

    Item 5.
    Ownership of Five Percent or Less of a Class
     
    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
     
    Item 6.
    Ownership of More than Five Percent on Behalf of Another Person

    Not applicable.
     
    Item 7.
    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

    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
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
    282559103

     
    Exhibits
    Exhibit
     
    99.1
    Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on December 29, 2022.
     

     

     

     

     

    CUSIP NO.
    282559103

    SIGNATURE
     
    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.
     
    February 14, 2024
     
     
    CORMORANT GLOBAL HEALTHCARE
     
    MASTER FUND, LP
     
    By:  
    Cormorant Global Healthcare GP, LLC
       
    its General Partner
         
     
    By:
    /s/ Bihua Chen
     
    Bihua Chen, Managing Member
         
     
    CORMORANT GLOBAL HEALTHCARE GP,
     
    LLC
         
     
    By:
    /s/ Bihua Chen
     
    Bihua Chen, Managing Member
         
     
    CORMORANT ASSET MANAGEMENT, LP
     
    By:
    Cormorant Asset Management GP, LLC
       
    its General Partner
         
     
    By:
    /s/ Bihua Chen
     
    Bihua Chen, Managing Member
         
     
    /s/ Bihua Chen
     
    Bihua Chen


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      Health Care
    • 89bio Appoints Charles McWherter, Ph.D., to its Board of Directors

      SAN FRANCISCO, Aug. 05, 2024 (GLOBE NEWSWIRE) -- 89bio, Inc. (NASDAQ:ETNB), a clinical-stage biopharmaceutical company focused on the development and commercialization of innovative therapies for the treatment of liver and cardiometabolic diseases, today announced the appointment of Dr. Charles McWherter to its Board of Directors, effective July 30, 2024. Dr. McWherter most recently served as Chief Scientific Officer and President of Research and Development of CymaBay Therapeutics until it was acquired by Gilead Sciences in March 2024. "We are thrilled to welcome Charles, an esteemed industry leader, to our Board of Directors," said Rohan Palekar, CEO of 89bio. "His expertise in drug dev

      8/5/24 8:00:00 AM ET
      $ETNB
      Biotechnology: Pharmaceutical Preparations
      Health Care