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[SCHEDULE 13G] Cabaletta Bio, Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Cormorant Asset Management, LP and Bihua Chen reported beneficial ownership of 5,000,000 shares of Cabaletta Bio common stock, equal to 5.47% of the outstanding class. The filing attributes sole voting and dispositive power of these shares as 0 and shared voting and dispositive power as 5,000,000. The shares are held by the Cormorant Funds and the filing identifies Cormorant Global Healthcare Master Fund, LP as having rights to more than 5% of the referenced shares. The ownership percentage is calculated using 91,465,233 shares outstanding as reported as of August 1, 2025. The filers certify the shares were acquired and are held in the ordinary course of business and not for the purpose of changing control, and they submitted a joint filing statement accepting responsibility for their portions of the disclosure.

Positive

  • Reported beneficial ownership of 5,000,000 shares, representing 5.47% of Cabaletta Bio's outstanding common stock
  • Disclosure identifies holdings as held by Cormorant Funds and names Cormorant Global Healthcare Master Fund, LP as holding rights to more than 5% of the referenced shares
  • Filers certify shares were acquired and are held in the ordinary course of business and not to change control

Negative

  • None.

Insights

TL;DR: Cormorant discloses a 5.47% position (5,000,000 shares) in Cabaletta Bio, held by Cormorant Funds with shared voting/dispositive power.

The Schedule 13G shows a material passive stake above the 5% reporting threshold: 5,000,000 shares (5.47%) of common stock. The filing attributes no sole voting or dispositive power and records shared voting and dispositive power of 5,000,000 shares, reflecting ownership through the Cormorant Funds rather than direct individual control. The filing also names Cormorant Global Healthcare Master Fund, LP as a fund with rights to more than 5% of the referenced shares. Filers certify ordinary-course holdings and deny an intent to change control.

TL;DR: Joint filing by adviser and managing member reports shared control of 5,000,000 shares and includes a joint filing statement accepting responsibility.

The report is a joint Schedule 13G filed on behalf of Cormorant Asset Management, LP and Bihua Chen, documenting shared voting/dispositive authority rather than sole control. The inclusion of a joint filing statement clarifies allocation of filing responsibility among the reporting persons. The disclosure cites the exact outstanding share base used for the percentage calculation (91,465,233 shares) and contains a certification that holdings are ordinary-course and not acquired to influence control, which is relevant for governance assessments of intent and potential activist behavior.






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)






SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



Cormorant Asset Management, LP
Signature:/s/ Bihua Chen
Name/Title:Bihua Chen, Managing Member
Date:08/14/2025
Bihua Chen
Signature:/s/ Bihua Chen
Name/Title:Bihua Chen
Date:08/14/2025
Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that she or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Cormorant Asset Management, LP By: Cormorant Asset Management GP, LLC its General Partner By: /s/ Bihua Chen Bihua Chen, Managing Member Bihua Chen By: /s/ Bihua Chen Bihua Chen

FAQ

What stake in Cabaletta Bio (CABA) was disclosed in this Schedule 13G?

5,000,000 shares, representing 5.47% of the outstanding common stock.

Who filed the Schedule 13G for CABA?

Cormorant Asset Management, LP and Bihua Chen filed jointly.

Does the filer have sole voting or dispositive power over the disclosed shares?

No; the filing reports 0 sole voting power and 5,000,000 shared voting power, and similarly 0 sole dispositive power and 5,000,000 shared dispositive power.

How was the ownership percentage calculated for the filing?

Using 91,465,233 shares outstanding as reported by the issuer as of August 1, 2025, yielding 5.47% for 5,000,000 shares.

Are the shares held on behalf of a fund or other persons?

Yes; the shares are held by the Cormorant Funds, and Cormorant Global Healthcare Master Fund, LP is identified as having rights to more than 5% of the shares referenced.

Did the filers state an intent to influence control of Cabaletta Bio?

No; the certifications state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
Cabaletta Bio, Inc.

NASDAQ:CABA

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Biotechnology
Biological Products, (no Disgnostic Substances)
Link
United States
PHILADELPHIA