| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Climb Bio, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
20 William Street, Suite 145, Wellesley Hills,
MASSACHUSETTS
, 02481. |
Item 1 Comment:
This Amendment No. 4 to the Schedule is being filed by AI ETI LLC ("AI ETI"), Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik (collectively, the "Reporting Persons", and each, a "Reporting Person") in respect of common stock, par value $0.0001 per share (the "Common Stock"), of Climb Bio, Inc. (formerly known as Eliem Therapeutics, Inc.) (the "Issuer"). The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on August 23, 2021, as amended and supplemented by Amendment No. 1 to the Schedule 13D, filed with the SEC on November 13, 2023, Amendment No. 2 to the Schedule 13D filed by the Reporting Persons with the SEC on May 17, 2024 and Amenment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on August 16, 2024 (together, the "Schedule"), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No 4. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
On October 2, 2024, the Issuer filed a certificate of amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware solely to change the Issuer's name from "Eliem Therapeutics, Inc." to "Climb Bio, Inc." (the "Name Change"). The Name Change became effective on October 2, 2024. In connection with the Name Change, the Issuer's trading symbol for the Issuers's common stock on The Nasdaq Global Market changed to"CLYM," effective, October 2, 2024. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The disclosure in Items 5(a), (b), (c) and (d) is hereby amended and restated as follows:
(a) (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by reference. |
| (b) | The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference. |
| (c) | On September 25, 2025, AI ETI sold 37,371 shares of Common Stock at a weighted average price of $2.1148 per share in open market transactions.(1)
On September 26, 2025, AI ETI sold 32,629 shares of Common Stock at a weighted average price of $2.1135 per share in open market transactions.(2)
On September 29, 2025, AI ETI sold 2,383 shares of Common Stock at a weighted average price of $2.1175 per share in open market transactions.(3)
On October 3, 2025, AI ETI sold 1,900 shares of Common Stock at a price of $2.1000 per share in open market transactions.
On October 3, 2025, AI ETI sold 1,100,000 shares of Common Stock at a price of $1.9501 per share in a block trade.
(1) These shares were sold in multiple transactions at prices ranging from $2.1000 to $2.1500, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.
(2) These shares were sold in multiple transactions at prices ranging from $2.1000 to $2.1550, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.
(3) These shares were sold in multiple transactions at prices ranging from $2.1000 to $2.1650, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range. |
| (d) | 3,835,117 shares of Common Stock are owned directly by AI ETI and may be deemed to be beneficially owned
by AIH, AIM and Mr. Blavatnik because (i) AIH indirectly controls all of the outstanding voting interests in AI
ETI, (ii) AIM controls AIH and (iii) Mr. Blavatnik controls AIM and holds a majority of the outstanding voting
interests in AIH. Each of the Reporting Persons (other than AI ETI), and each of their affiliated entities and the
officers, partners, members and managers thereof, disclaims beneficial ownership of these securities. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.8 Joint Filing Agreement, dates as of October 7, 2025. |
