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