Climb Bio (CLYM) director reports 20.44M-share exchange into pre-funded warrant
Rhea-AI Filing Summary
Climb Bio director and 10% owner entities affiliated with RA Capital reported a major restructuring of their holdings and additional open-market share purchases. On December 11, 2025, RA Capital Healthcare Fund, L.P. exchanged 20,440,000 shares of Climb Bio common stock for a pre-funded warrant exercisable for up to 20,440,000 shares at an exercise price of $0.0001 per share, for no additional consideration.
The filing also reports open-market purchases of Climb Bio common stock: 213,099 shares on December 11, 2025 at a weighted average price of $2.18 per share and 101,462 shares on December 12, 2025 at a weighted average price of $2.86. The warrant has no expiration date, is exercisable immediately, and includes a 33.0% beneficial ownership cap, limiting how many shares can be exercised based on total outstanding stock. Climb Bio shares are held across multiple RA Capital funds and a separately managed account, with beneficial ownership relationships detailed among the affiliated entities.
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Insights
RA Capital restructured a large Climb Bio stake into a pre-funded warrant and added shares in open-market buys.
Affiliates of RA Capital, identified as a director and 10% owner of Climb Bio, exchanged 20,440,000 common shares for a pre-funded warrant exercisable for the same number of shares at an exercise price of $0.0001 per share. This shifts part of the position from common stock into a derivative security while keeping the underlying share exposure available via exercise.
The filing also discloses purchases of 213,099 shares at a weighted average price of $2.18 on December 11, 2025 and 101,462 shares at a weighted average price of $2.86 on December 12, 2025, with detailed price ranges provided. The pre-funded warrant has no expiration date, is exercisable immediately, and contains a 33.0% beneficial ownership limitation, which constrains exercises that would push aggregate ownership above that threshold. Overall, the filing documents a sizable position restructuring and incremental share accumulation, without stating any change in strategy or guidance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Common Stock | 101,462 | $2.86 | $290K |
| Grant/Award | Pre-Funded Warrants (Right to Buy) | 20,440,000 | $0.00 | -- |
| Disposition | Common Stock | 20,440,000 | $0.00 | -- |
| Purchase | Common Stock | 213,099 | $2.18 | $465K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- On December 11, 2025, RA Capital Healthcare Fund, L.P. (the "Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Fund exchanged, for no additional consideration, 20,440,000 shares of the Issuer's Common Stock for a pre-funded warrant exercisable for up to 20,440,000 shares of the Issuer's Common Stock at an exercise price of $0.0001 per share. These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus II Fund, L.P. (the "Nexus Fund II"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III") and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Fund and the Nexus Fund III collectively own approximately 75% of the outstanding equity interests of Sera Medicines, LLC ("Sera"). Accordingly, each of the Fund, the Nexus Fund III and the Adviser may be deemed to beneficially own the securities held by Sera. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.11 to $2.20 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.32 to $3.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. These securities are held directly by Sera. These securities are held directly by the Nexus Fund. These securities are held directly by the Nexus Fund II. These securities are held directly by Nexus Fund III. These securities are held directly by the Account. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 33.0% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
FAQ
What insider transactions did RA Capital report for Climb Bio (CLYM)?
The reporting persons disclosed that on December 11, 2025 RA Capital Healthcare Fund, L.P. exchanged 20,440,000 Climb Bio common shares for a pre-funded warrant exercisable for up to 20,440,000 shares at $0.0001 per share, for no additional consideration. They also reported open-market purchases of 213,099 shares on December 11, 2025 and 101,462 shares on December 12, 2025.
What are the key terms of the Climb Bio pre-funded warrant held by RA Capital?
The pre-funded warrant reported by RA Capital Healthcare Fund, L.P. is exercisable for up to 20,440,000 shares of Climb Bio common stock at an exercise price of $0.0001 per share. It has no expiration date, is exercisable immediately, and includes a 33.0% beneficial ownership cap that prevents exercises which would raise the reporting persons' aggregate beneficial ownership above 33.0% of Climb Bio’s outstanding common stock after exercise.
What beneficial ownership limitation applies to RA Capital’s Climb Bio pre-funded warrant?
The pre-funded warrant includes a 33.0% beneficial ownership limitation. The reporting persons are not entitled to exercise the warrant if doing so would cause the aggregate number of Climb Bio common shares beneficially owned by them, their affiliates, and any Section 13(d) group members with them to exceed 33.0% of Climb Bio’s issued and outstanding common stock after that exercise.
What is the relationship between RA Capital and Climb Bio’s board of directors?
The filing notes that Dr. Andrew Levin, a Partner and Managing Director of RA Capital Management, L.P., serves on Climb Bio’s board of directors. The reporting persons are identified as a director and 10% owner of Climb Bio.
