Sec Form 13D Filing - RA CAPITAL MANAGEMENT L.P. filing for AEROVATE THERAPEUTICS INC (AVTE) - 2024-06-20

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Aerovate Therapeutics, Inc.

(Name of Issuer)

 

Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

008064107

(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)

 

June 17, 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 Rule 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 ("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.  008064107

 

1.	Names of Reporting Persons   RA Capital Management, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	¨
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)    ¨
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   9,242,092
			9.	Sole Dispositive Power   0
			10.	Shared Dispositive Power   9,242,092
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   9,242,092
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)   32.0%
14.	Type of Reporting Person (See Instructions)   IA, PN

 

CUSIP No.  008064107

 

1.	Names of Reporting Persons   Peter Kolchinsky
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	¨
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)    ¨
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   9,242,092
			9.	Sole Dispositive Power.   0
			10.	Shared Dispositive Power   9,242,092
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   9,242,092
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)   32.0%
14.	Type of Reporting Person (See Instructions)   HC, IN

 

CUSIP No.  008064107

 

1.	Names of Reporting Persons   Rajeev Shah
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	¨
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)    ¨
6.	Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power   0
			8.	Shar ed Voting Power   9,242,092
			9.	Sole Dispositive Power   0
			10.	Shared Dispositive Power   9,242,092
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   9,242,092
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)   32.0%
14.	Type of Reporting Person (See Instructions)   HC, IN

 

CUSIP No.  008064107

 

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)	¨
	(b)	¨
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)    ¨
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   7,893,678
			9.	Sole Dispositive Power   0
			10.	Shared Dispositive Power   7,893,678
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   7,893,678
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)   27.4%
14.	Type of Reporting Person (See Instructions)   PN

 

CUSIP No.  008064107

 

Item 1.

Security and Issuer

 

Item 1 of the Statement is amended and supplemented as follows:

 

This Amendment No. 3 (this “Amendment No. 3” or this “Schedule 13D/A”) amends and supplements the statement on the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on July 12, 2021 and amended on June 27, 2023 and April 30, 2024 (the “Statement”), filed by RA Capital Management, L.P., Dr. Kolchinsky, Mr. Shah, and RA Capital Healthcare Fund, L.P. with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Aerovate Therapeutics, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at 930 Winter Street, Suite M-500, Waltham, MA 02451. Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 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 hereby amended and restated as follows:

 

(a)

This Schedule 13D/A 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”). RA Capital, Dr. Kolchinsky, Mr. Shah and the Fund are collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons to file this Schedule 13D/A 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 Reporting Persons’ beneficial ownership of the Issuer’s Common Stock consists of (i) 7,893,678 shares of Common Stock directly held by the Fund; (ii) 987,244 shares of Common Stock directly held by the RA Capital Nexus Fund, L.P (the “Nexus Fund”); (iii) 311,170 shares of Common Stock directly held by a separately managed account (the “Account”); (iv) a total of 49,305 vested stock options (right to buy) held by Joshua Resnick for the benefit of RA Capital; and (v) 695 stock options (right to buy) scheduled to vest within 60 days of this filing held by Dr. Resnick for the benefit of RA Capital.

 

RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. 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 each of the Fund, the Nexus Fund and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund, the Nexus Fund or the Account. Each of the Fund and the Nexus Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer’s Common Stock reported herein. Because each of the Fund and the Nexus Fund has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, each of the Fund and the Nexus Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims 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 Schedule 13D/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 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. The principal occupation of each 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).

 

 

CUSIP No.  008064107

 

(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 5.

Interest in Securities of the Issuer

 

(a)

The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D/A is incorporated by reference. The percentage set forth in row 13 is based on the sum of (i) 28,822,334 shares of Common Stock outstanding as of June 7, 2024, as reported in the Issuer’s prospectus dated June 10, 2024 filed with the SEC on June 10, 2024 and (ii) 50,000 shares of Common Stock issuable upon the exercise of stock options within 60 days.

 

(b)

The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D/A and Item 2 above is incorporated by reference.

 

(c)

Schedule A sets forth all transactions with respect to the shares of Common Stock effected since the most recent amendment to this Statement 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 Schedule 13D/A.

 

(e)

Not applicable.

 

Item 7.

Material to be Filed as Exhibits

 

Item 7 of the Statement is hereby amended and supplemented as follows:

 

Exhibit 1     Joint Filing Agreement

 

 

CUSIP No.  008064107

 

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: June 20, 2024

 

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

 

 

CUSIP No.  008064107

 

SCHEDULE A

 

Transaction

Purchaser

Date

No. Shares

Price Per Share

Open Market Purchase

Fund

06/17/2024

928,110

$

1.67

(1)

 

(1)

These transactions were executed in multiple trades at prices ranging from $1.51 to $1.75 per share; the price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake, 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 were effected.

 

 

CUSIP No.  008064107

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated as of June 20, 2024, 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 Aerovate 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