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

Rhea-AI Filing Summary

Schedule 13G: Pontifax-related entities report collective beneficial ownership of 5,206,380 shares of Climb Bio common stock, representing 7.7% of the class. The holdings are held in two limited partnerships (Pontifax (Israel) VI L.P. and Pontifax (Cayman) VI L.P.) controlled through Pontifax VI G.P. L.P. and Pontifax Management 4 G.P. (2015) Ltd., with Tomer Kariv and Ran Nussbaum identified as managing members. Reported power is shared voting and dispositive power over the full position; no sole voting or sole dispositive power is claimed.

Positive

• Material stake disclosed: The Pontifax group reports a clear, aggregated 7.7% position, providing transparency to the market
• Coordinated structure: Ownership is organized through established investment entities and includes a joint filing agreement, clarifying who controls voting

Negative

• No indication of intent: The filing does not state any strategic plans or engagement intentions, leaving uncertain how the stake will be used
• Shared rather than sole power: Reported rights are shared voting and dispositive power, which may limit unilateral action by any single reported person

Insights

Financial Analyst

TL;DR: A single investor group owns a significant minority stake (7.7%), which could influence voting blocs but does not constitute control.

The disclosed 5,206,380-share position equals 7.7% of Climb Bio's outstanding common stock, a size that exceeds typical passive thresholds and may attract attention from other shareholders and management in proxy matters. The filing specifies shared voting and dispositive power, indicating coordinated decision-making across Pontifax entities rather than individual sole control. No transactions, purchases, or changes in ownership trend are described in the document, so this filing functions as a disclosure of existing aggregated ownership.

Corporate Governance Expert

TL;DR: The joint filing signals coordinated ownership and potential for active engagement, while disclaimers limit personal beneficial claims.

The structure shows two limited partnerships holding the shares with their general partner and a management company coordinating voting power. Managing members disclaim direct beneficial ownership of the partnership-held shares, consistent with fund governance norms. Shared voting power across entities suggests the group will vote cohesively; the filing includes a joint filing agreement. The disclosure does not state intent to influence control or to nominate directors, and no change-of-control purpose is asserted in the certification language.

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, par value $0.0001 per share

(Title of Class of Securities)

28658R106

(CUSIP Number)

06/27/2024

(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)

SCHEDULE 13G

CUSIP No. 28658R106

1

Names of Reporting Persons

Pontifax VI G.P. 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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,206,380.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,206,380.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,206,380.00

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)

7.7 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Consists of (i) 3,312,625 shares of common stock issued to Pontifax (Israel) VI L.P. and (ii) 1,893,755 shares of common stock issued to Pontifax (Cayman) VI L.P. The General Partner of Pontifax (Israel) VI L.P. and Pontifax (Cayman) VI L.P. is Pontifax VI G.P. L.P. The General Partner of Pontifax VI G.P. L.P. is Pontifax Management 4 G.P. (2015) Ltd. Mr. Tomer Kariv and Mr. Ran Nussbaum are the managing members of the partnerships mentioned above. Each of Mr. Kariv and Mr. Nussbaum disclaim beneficial ownership of the shares held by the Pontifax entities listed above, and the inclusion of such shares in this Schedule 13G shall not be deemed to be an admission of beneficial ownership of the reported shares.

SCHEDULE 13G

CUSIP No. 28658R106

1

Names of Reporting Persons

Pontifax Management 4 G.P. (2015) Ltd.

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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,206,380.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,206,380.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,206,380.00

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)

7.7 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Consists of (i) 3,312,625 shares of common stock issued to Pontifax (Israel) VI L.P. and (ii) 1,893,755 shares of common stock issued to Pontifax (Cayman) VI L.P. The General Partner of Pontifax (Israel) VI L.P. and Pontifax (Cayman) VI L.P. is Pontifax VI G.P. L.P. The General Partner of Pontifax VI G.P. L.P. is Pontifax Management 4 G.P. (2015) Ltd. Mr. Tomer Kariv and Mr. Ran Nussbaum are the managing members of the partnerships mentioned above. Each of Mr. Kariv and Mr. Nussbaum disclaim beneficial ownership of the shares held by the Pontifax entities listed above, and the inclusion of such shares in this Schedule 13G shall not be deemed to be an admission of beneficial ownership of the reported shares.

SCHEDULE 13G

CUSIP No. 28658R106

1

Names of Reporting Persons

Ran Nussbaum

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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,206,380.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,206,380.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,206,380.00

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)

7.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Consists of (i) 3,312,625 shares of common stock issued to Pontifax (Israel) VI L.P. and (ii) 1,893,755 shares of common stock issued to Pontifax (Cayman) VI L.P. The General Partner of Pontifax (Israel) VI L.P. and Pontifax (Cayman) VI L.P. is Pontifax VI G.P. L.P. The General Partner of Pontifax VI G.P. L.P. is Pontifax Management 4 G.P. (2015) Ltd. Mr. Tomer Kariv and Mr. Ran Nussbaum are the managing members of the partnerships mentioned above. Each of Mr. Kariv and Mr. Nussbaum disclaim beneficial ownership of the shares held by the Pontifax entities listed above, and the inclusion of such shares in this Schedule 13G shall not be deemed to be an admission of beneficial ownership of the reported shares.

SCHEDULE 13G

CUSIP No. 28658R106

1

Names of Reporting Persons

Tomer Kariv

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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,206,380.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,206,380.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,206,380.00

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)

7.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Consists of (i) 3,312,625 shares of common stock issued to Pontifax (Israel) VI L.P. and (ii) 1,893,755 shares of common stock issued to Pontifax (Cayman) VI L.P. The General Partner of Pontifax (Israel) VI L.P. and Pontifax (Cayman) VI L.P. is Pontifax VI G.P. L.P. The General Partner of Pontifax VI G.P. L.P. is Pontifax Management 4 G.P. (2015) Ltd. Mr. Tomer Kariv and Mr. Ran Nussbaum are the managing members of the partnerships mentioned above. Each of Mr. Kariv and Mr. Nussbaum disclaim beneficial ownership of the shares held by the Pontifax entities listed above, and the inclusion of such shares in this Schedule 13G shall not be deemed to be an admission of beneficial ownership of the reported shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Climb Bio, Inc.
(b)	Address of issuer's principal executive offices: 20 William Street - Suite 145, Wellesley Hills, Massachusetts, 02481
Item 2.
(a)	Name of person filing: This Statement is filed on behalf of Pontifax VI G.P. L.P., Pontifax Management 4 G.P. (2015) Ltd., Ran Nussbaum and Tomer Kariv
(b)	Address or principal business office or, if none, residence: 14 Shenkar Street, Herzlia 46725, Israel
(c)	Citizenship: Pontifax VI G.P. L.P. is organized in the State of Israel, Pontifax Management 4 G.P. (2015) Ltd. is incorporated in the State of Israel, and Ran Nussbaum and Tomer Kariv are citizens of the State of Israel.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 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).
Item 4.	Ownership
(a)	Amount beneficially owned: 5,206,380
(b)	Percent of class: 7.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 5,206,380
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 5,206,380
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	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.
	Not Applicable
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.

Pontifax VI G.P. L.P.

Signature:	/s/ Pontifax Management 4 G.P. (2015) Ltd.
Name/Title:	Pontifax Management 4 G.P. (2015) Ltd./General Partner
Date:	09/18/2025

Pontifax Management 4 G.P. (2015) Ltd.

Signature:	/s/ Ran Nussbaum
Name/Title:	Ran Nussbaum/Director
Date:	09/18/2025

Ran Nussbaum

Signature:	/s/ Ran Nussbaum
Name/Title:	Ran Nussbaum/Director
Date:	09/18/2025

Tomer Kariv

Signature:	/s/ Tomer Kariv
Name/Title:	TOMER KARIV
Date:	09/18/2025

Exhibit Information

A. Joint Filing Agreement, dated as of September 18, 2025, by and among Pontifax VI G.P. L.P., Pontifax Management 4 G.P. (2015) Ltd., Ran Nussbaum and Tomer Kariv.

FAQ

How many Climb Bio (CLYM) shares does Pontifax report owning?

The filing reports an aggregate of 5,206,380 shares of Climb Bio common stock.

What percentage of CLYM does the Pontifax group own?

The disclosed position represents 7.7% of Climb Bio's outstanding common stock.

Who are the reporting parties in this Schedule 13G for CLYM?

The statement is filed on behalf of Pontifax VI G.P. L.P., Pontifax Management 4 G.P. (2015) Ltd., Ran Nussbaum, and Tomer Kariv.

Do the filers claim sole voting or sole dispositive power over the shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power, with shared voting and dispositive power over 5,206,380 shares.

Are the shares held by operating funds or individuals according to the filing?

The shares are held by two limited partnerships: Pontifax (Israel) VI L.P. and Pontifax (Cayman) VI L.P., as described in the filing.