[SCHEDULE 13G] BetterLife Pharma Inc. Passive Investment Disclosure (>5%)
BetterLife Pharma: RA Capital reports 9% stake
RA Capital-affiliated entities report shared beneficial ownership of 9.0% of BetterLife Pharma’s common shares following a September 2026 equity offering.
BetterLife Pharma Inc. (BETRF) is reported to have a significant shareholder group led by RA Capital Healthcare Fund, L.P., which directly holds 55,420,000 common shares of BetterLife. RA Capital Management, L.P., and its managers Peter Kolchinsky and Rajeev Shah may be deemed beneficial owners of these shares under Section 13(d), and each Reporting Person reports beneficial ownership of 9.0% of BetterLife’s common shares, with shared voting and dispositive power over the same 55,420,000 shares.
The reported percentage ownership is based on 170,965,339 common shares outstanding as of September 10, 2026, plus 447,041,840 common shares issued in a public equity offering that closed on September 15, 2026. The Fund has delegated sole voting and investment power to RA Capital and disclaims beneficial ownership for purposes other than Section 13(d).
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:55,420,000 common sharesPercent of class owned:9.0%Shares outstanding:170,965,339 common shares+3 more
6 metrics
Shares beneficially owned55,420,000 common sharesCommon shares of BetterLife Pharma directly held by RA Capital Healthcare Fund, L.P.
Percent of class owned9.0%Beneficial ownership percentage reported by each Reporting Person for BetterLife common shares
Shares outstanding170,965,339 common sharesOutstanding as of September 10, 2026, per BetterLife short form prospectus
Shares issued in public offering447,041,840 common sharesIssued in BetterLife’s public equity offering that closed on September 15, 2026
Shared voting power55,420,000 sharesShares over which each Reporting Person reports shared power to vote
Shared dispositive power55,420,000 sharesShares over which each Reporting Person reports shared power to dispose
Key Terms
beneficial owner, shared voting power, shared dispositive power, Section 13(d) of the Act, +1 more
5 terms
beneficial ownerregulatory
"may be deemed a beneficial owner, for purposes of Section 13(d)"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerregulatory
"Shared Voting Power 55,420,000.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 55,420,000.00"
Section 13(d) of the Actregulatory
"for purposes of Section 13(d) of the Act, of any securities"
Schedule 13Gregulatory
"The names of the persons filing this report ... Schedule 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in BetterLife Pharma Inc. (BETRF) is reported by RA Capital entities?
RA Capital Healthcare Fund, L.P. directly holds 55,420,000 common shares of BetterLife Pharma Inc., and RA Capital Management, L.P., Peter Kolchinsky, and Rajeev Shah each report beneficial ownership of 9.0% of the company’s common shares under Section 13(d).
How did the Reporting Persons calculate the 9.0% ownership of BETRF?
The 9.0% ownership is based on the sum of 170,965,339 common shares outstanding as of September 10, 2026 and 447,041,840 common shares issued in BetterLife Pharma’s public equity offering that closed on September 15, 2026.
Who are the Reporting Persons in the Schedule 13G for BetterLife Pharma Inc. (BETRF)?
The Reporting Persons are RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and individuals Peter Kolchinsky and Rajeev Shah. They collectively report beneficial ownership of BetterLife Pharma’s common shares under Section 13(d).
What voting and dispositive powers over BETRF shares do RA Capital entities report?
Each Reporting Person reports 0 sole voting power and 55,420,000 shared voting power, and 0 sole dispositive power with 55,420,000 shared dispositive power over BetterLife Pharma common shares, reflecting control that is shared among the Reporting Persons.
Do RA Capital and its principals disclaim any beneficial ownership of BETRF shares?
Yes. The Fund disclaims beneficial ownership because it has delegated sole voting and investment power to RA Capital. RA Capital, Peter Kolchinsky, and Rajeev Shah also disclaim beneficial ownership of the securities other than for determining obligations under Section 13(d).
What recent equity transaction by BetterLife Pharma (BETRF) is referenced in the filing?
The ownership percentage references a public offering of equity securities by BetterLife Pharma that closed on September 15, 2026, in which 447,041,840 common shares were issued.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BetterLife Pharma Inc.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
08772P202
(CUSIP Number)
09/15/2026
(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)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
08772P202
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
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
55,420,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
55,420,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
55,420,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.0 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
08772P202
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
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
55,420,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
55,420,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
55,420,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
08772P202
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
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
55,420,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
55,420,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
55,420,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
08772P202
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
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
55,420,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
55,420,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
55,420,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BetterLife Pharma Inc.
(b)
Address of issuer's principal executive offices:
1275 West 6th Avenue, #300, Vancouver, A1, V6H 1A6.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky ("Dr. Kolchinsky")
Rajeev Shah ("Mr. Shah")
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Shares, no par value per share
(e)
CUSIP Number(s):
08772P202
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 (15 U.S.C. 78c);
(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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common shares of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Fund directly holds 55,420,000 common shares of the Issuer.
RA Capital Healthcare Fund GP, LLC is the general partner of the 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 the Fund 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 Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the common shares of the Issuer reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of 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 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G 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)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentage of common shares of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. Such percentage is based upon the sum of (i) 170,965,339 common shares outstanding as of September 10, 2026, as reported in the Issuer's short form prospectus filed on SEDAR+ on September 11, 2026 and (ii) 447,041,840 common shares issued in the Issuer's public offering of equity securities that closed on September 15, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 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 or Control Person.
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.
Certifications:
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, other than activities solely in connection with a nomination under § 240.14a-11.
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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
09/22/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
09/22/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
09/22/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
