Ikarian Capital, LLC and Neil Shahrestani have disclosed an 8.8% passive stake in Connect Biopharma Holdings Limited. They report beneficial ownership of 4,933,086 ordinary shares, including 144,600 shares that can be acquired within 60 days through call options, based on 55,903,513 shares outstanding as of October 31, 2025.
The shares are held by Ikarian Healthcare Master Fund, L.P. and certain separately managed accounts for which Ikarian Capital acts as investment manager or sub-adviser. The filers certify the position is held in the ordinary course of business and state it was not acquired to change or influence control of Connect Biopharma.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Connect Biopharma Holdings Limited
(Name of Issuer)
Ordinary Shares, par value $0.000174 per Share
(Title of Class of Securities)
207523101
(CUSIP Number)
12/31/2025
(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.
207523101
1
Names of Reporting Persons
Ikarian Capital, LLC
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
4,933,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,933,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,933,086.00
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)
8.8 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person:
(1) The figures in Items 6, 8, and 9 represent ordinary shares, par value $0.000174 per share ("Ordinary Shares") of Connect Biopharma Holdings Limited (the "Issuer") held by Ikarian Healthcare Master Fund, L.P., a Cayman Islands exempted limited partnership (the "Fund"), and certain separate managed accounts. See Item 2 for more information.
(2) The figures in Items 6, 8, and 9 include 144,600 Ordinary Shares that may be acquired by the Reporting Persons within 60 days upon the exercise of call options to purchase Ordinary Shares.
(3) The figure in Item 11 is based upon 55,903,513 Ordinary Shares outstanding as of October 31, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 12, 2025.
SCHEDULE 13G
CUSIP No.
207523101
1
Names of Reporting Persons
Neil Shahrestani
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
4,933,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,933,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,933,086.00
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)
8.8 %
12
Type of Reporting Person (See Instructions)
IN, HC
Comment for Type of Reporting Person:
(1) The figures in Items 6, 8, and 9 represent Ordinary Shares held by the Fund and certain separate managed accounts. See Item 2 for more information.
(2) The figures in Items 6, 8, and 9 include 144,600 Ordinary Shares that may be acquired by the Reporting Persons within 60 days upon the exercise of call options to purchase Ordinary Shares.
(3) The figure in Item 11 is based upon 55,903,513 Ordinary Shares outstanding as of October 31, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 12, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Connect Biopharma Holdings Limited
(b)
Address of issuer's principal executive offices:
3580 Carmel Mountain Road, Suite 200, San Diego, CA 92130
Item 2.
(a)
Name of person filing:
This statement is filed jointly by and on behalf of each of Ikarian Capital, LLC, a Delaware limited liability company ("Ikarian Capital"), and Neil Shahrestani (together referred herein as the "Reporting Persons"). The Fund, and certain separately managed accounts managed by Ikarian Capital (collectively, the "Managed Accounts"), are the record owners of the securities covered by this statement. Ikarian Capital is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and serves as investment manager to the Fund and as sub-adviser to the Managed Accounts, and may be deemed to have beneficial ownership of the securities covered by this statement through the investment discretion it has over the Fund and the Managed Accounts. Ikarian Capital is ultimately controlled, indirectly, by Mr. Shahrestani. Accordingly, Mr. Shahrestani may be deemed to indirectly beneficially own securities beneficially owned by Ikarian Capital. The Fund disclaims beneficial ownership of the shares held by the Managed Accounts. The Managed Accounts disclaim beneficial ownership of the shares held by the Fund.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Ikarian Capital, LLC, 100 Crescent Court, Suite 1620, Dallas, Texas 75201.
(c)
Citizenship:
See Item 4 on the cover page(s) hereto
(d)
Title of class of securities:
Ordinary Shares, par value $0.000174 per Share
(e)
CUSIP No.:
207523101
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:
See Item 9 on the cover pages(s) hereto.
(b)
Percent of class:
See Item 11 on the cover page(s) hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The information set forth in Item 2(a) is incorporated by reference herein.
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 acquired and are held in the ordinary course of business and 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.
What stake in Connect Biopharma (CNTB) did Ikarian Capital report?
Ikarian Capital and Neil Shahrestani reported beneficial ownership of 4,933,086 Connect Biopharma ordinary shares, representing 8.8% of the class. This includes shares held by a master fund and separate managed accounts advised by Ikarian Capital.
How is Ikarian Capital’s 8.8% ownership in CNTB calculated?
The 8.8% figure is based on 55,903,513 Connect Biopharma ordinary shares outstanding as of October 31, 2025. That outstanding share count comes from Connect Biopharma’s Form 10-Q for the quarter ended September 30, 2025, filed on November 12, 2025.
Does Ikarian Capital’s CNTB position include options or only shares?
The reported position includes both ordinary shares and options. Of the 4,933,086 ordinary shares beneficially owned, 144,600 may be acquired within 60 days upon exercise of call options to purchase Connect Biopharma ordinary shares.
Are Ikarian Capital and Neil Shahrestani seeking control of Connect Biopharma (CNTB)?
They certify the securities were acquired and are held in the ordinary course of business. They state the holdings were not acquired and are not held to change or influence control of Connect Biopharma, except for activities tied to a specific nomination rule.
Who legally holds the CNTB shares reported by Ikarian Capital?
The securities are held by Ikarian Healthcare Master Fund, L.P. and certain separately managed accounts. Ikarian Capital serves as investment manager or sub-adviser, and Shahrestani indirectly controls Ikarian Capital, giving them deemed beneficial ownership under securities rules.
What type of SEC filing did Ikarian Capital submit for CNTB?
They submitted a Schedule 13G, which is used to report certain beneficial ownership positions. The filing is made jointly by Ikarian Capital, LLC and Neil Shahrestani regarding their ordinary shares of Connect Biopharma Holdings Limited.