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Four reporting persons each report beneficial ownership of 3,070,000 Climb Bio, Inc. (CLYM) common shares: Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and James E. Flynn. The shares are held by Deerfield Partners, L.P.; Deerfield Mgmt, L.P. is its general partner, and Deerfield Management Company, L.P. is its investment advisor. Each reports 5.25% ownership and shared voting and dispositive power.
Key Figures
Beneficial ownership:3,070,000 sharesOwnership percentage:5.25%Shared voting power:3,070,000 shares+1 more
4 metrics
Beneficial ownership3,070,000 sharesReported by each of the four reporting persons; the shares are held by Deerfield Partners, L.P.
Ownership percentage5.25%Reported by each reporting person
Shared voting power3,070,000 sharesReported by each reporting person
Shared dispositive power3,070,000 sharesReported by each reporting person
Key Terms
beneficially owned, Shared power to vote, Shared power to dispose, general partner, +1 more
5 terms
beneficially ownedfinancial
"Amount beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared power to votefinancial
"Shared power to vote or to direct the vote"
Shared power to disposefinancial
"Shared power to dispose or to direct the disposition of"
general partnerfinancial
"is the general partner"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
investment advisorfinancial
"is the investment advisor"
An investment advisor is a person or firm that provides personalized guidance on buying, selling and managing investments and often oversees client portfolios for a fee. For investors this matters because the advisor shapes risk, costs and long-term returns, and is typically required by law to act in the client’s best interests — think of them as a financial coach or GPS that helps navigate choices and avoid costly detours.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many CLYM shares did the reporting persons report owning?
Each of Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and James E. Flynn reports beneficial ownership of 3,070,000 shares. The shares are held by Deerfield Partners, L.P., so the reported amounts refer to that holding rather than separate blocks.
What percentage of CLYM did each reporting person report owning?
Each reporting person reports beneficial ownership of 5.25% of Climb Bio, Inc.'s common stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Climb Bio, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
28658R106
(CUSIP Number)
10/27/2026
(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):
28658R106
1
Names of Reporting Persons
Deerfield Mgmt, 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
3,070,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,070,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,070,000.00
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)
5.25 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Comprised of shares of common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.
SCHEDULE 13G
CUSIP Number(s):
28658R106
1
Names of Reporting Persons
Deerfield Management Company, 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
3,070,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,070,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,070,000.00
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)
5.25 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Comprised of shares of common stock held by Deerfield Partners, L.P. of which Deerfield Management Company, L.P. is the investment advisor.
SCHEDULE 13G
CUSIP Number(s):
28658R106
1
Names of Reporting Persons
Deerfield Partners, 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
3,070,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,070,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,070,000.00
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)
5.25 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
28658R106
1
Names of Reporting Persons
James E. Flynn
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
3,070,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,070,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,070,000.00
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)
5.25 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Comprised of shares of common stock held by Deerfield Partners, L.P.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Climb Bio, Inc.
(b)
Address of issuer's principal executive offices:
20 William Street, Suite G50, Wellesley Hills, MA 02481
Item 2.
(a)
Name of person filing:
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P.
(b)
Address or principal business office or, if none, residence:
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P., 345 Park Avenue South, 12th Floor, New York, NY 10010
(c)
Citizenship:
Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P. - Delaware limited partnerships;
James E. Flynn - United States citizen
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
28658R106
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).
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B
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.
Deerfield Mgmt, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
10/28/2026
Deerfield Management Company, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
10/28/2026
Deerfield Partners, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
10/28/2026
James E. Flynn
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
10/28/2026
Exhibit Information
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.
