[SCHEDULE 13G] Latigo Biotherapeutics, Inc. Passive Investment Disclosure (>5%)
RA Capital holds 8.4% stake in Latigo Biotherapeutics
Latigo Biotherapeutics, Inc. (LTGO) is reported to have 5,295,690 shares of its common stock beneficially owned by investment entities affiliated with RA Capital Management, L.P.
Latigo Biotherapeutics, Inc. (LTGO) is reported to have 5,295,690 shares of its common stock beneficially owned by investment entities affiliated with RA Capital Management, L.P. This represents 8.4% of Latigo’s common stock, based on 63,238,030 shares outstanding as of August 10, 2026, as cited from Latigo’s final prospectus.
The shares are directly held by RA Capital Healthcare Fund, L.P., with RA Capital Management, L.P. serving as investment adviser and RA Capital Healthcare Fund GP, LLC as the fund’s general partner. RA Capital has been delegated sole power to vote and dispose of the fund’s holdings, including the Latigo shares, and cannot have this delegation revoked on less than 61 days’ notice. As managers of RA Capital, Peter Kolchinsky and Rajeev Shah may be deemed beneficial owners under Section 13(d) but, along with RA Capital and the fund, they disclaim beneficial ownership except for purposes of reporting obligations.
Positive
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Key Figures
Shares beneficially owned:5,295,690 sharesOwnership percentage:8.4%Shares outstanding:63,238,030 shares+1 more
4 metrics
Shares beneficially owned5,295,690 sharesLatigo common stock held by RA Capital Healthcare Fund, L.P.
Ownership percentage8.4%Percentage of Latigo common stock beneficially owned by the reporting persons
Shares outstanding63,238,030 sharesLatigo common stock outstanding as of August 10, 2026
Delegation revocation notice period61 daysMinimum notice required for the fund to revoke delegated voting and dispositive power
Key Terms
beneficial owner, shared voting power, Schedule 13G, Section 13(d) of the Act, +1 more
5 terms
beneficial ownerregulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerregulatory
"Shared Voting Power 5,295,690.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Schedule 13Gregulatory
"Row 9 of each Reporting Person's cover page to this sets forth"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Section 13(d) of the Actregulatory
"for purposes of Section 13(d) of the Act, of any securities"
dispositive powerregulatory
"sole power to dispose and the sole power to dispose of all securities"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much of Latigo Biotherapeutics (LTGO) does RA Capital beneficially own?
Affiliates of RA Capital report beneficial ownership of 5,295,690 Latigo Biotherapeutics shares, representing 8.4% of the common stock. This percentage is based on 63,238,030 shares outstanding as of August 10, 2026, referenced from Latigo’s final prospectus.
Which RA Capital entity directly holds Latigo Biotherapeutics (LTGO) shares?
The shares are directly held by RA Capital Healthcare Fund, L.P., which owns 5,295,690 Latigo common shares. RA Capital Healthcare Fund GP, LLC is the fund’s general partner, and RA Capital Management, L.P. acts as investment adviser with delegated voting and dispositive power.
Who has voting and dispositive power over RA Capital’s Latigo (LTGO) shares?
RA Capital Management, L.P. has sole power to vote and dispose of the 5,295,690 Latigo shares held by the fund. The fund has delegated these powers and cannot revoke the delegation on less than 61 days’ notice, according to the disclosure.
How was the 8.4% ownership in Latigo Biotherapeutics (LTGO) calculated?
The 8.4% figure is based on Latigo having 63,238,030 shares of common stock outstanding as of August 10, 2026. That share count is taken from Latigo’s final prospectus dated August 6, 2026, filed on August 7, 2026.
Do Peter Kolchinsky and Rajeev Shah personally own Latigo Biotherapeutics (LTGO) shares?
Peter Kolchinsky and Rajeev Shah may be deemed beneficial owners as managers of RA Capital under Section 13(d). However, they, RA Capital, and the fund expressly disclaim beneficial ownership of the reported securities except for determining Section 13(d) reporting obligations.
What is the relationship between RA Capital and Latigo Biotherapeutics (LTGO) under Section 13(d)?
RA Capital Management, L.P., its fund, and related managers report being potential beneficial owners of Latigo shares under Section 13(d). They file on Schedule 13G and disclaim group status and broader beneficial ownership beyond satisfying Section 13(d) reporting requirements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Latigo Biotherapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
517954103
(CUSIP Number)
08/10/2026
(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):
517954103
1
Names of Reporting Persons
RA Capital Management, 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
5,295,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,295,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,295,690.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
517954103
1
Names of Reporting Persons
Peter Kolchinsky
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
5,295,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,295,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,295,690.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
517954103
1
Names of Reporting Persons
Rajeev Shah
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
5,295,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,295,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,295,690.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
517954103
1
Names of Reporting Persons
RA Capital Healthcare Fund, 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
5,295,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,295,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,295,690.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Latigo Biotherapeutics, Inc.
(b)
Address of issuer's principal executive offices:
c/o Latigo Biotherapeutics, Inc., 1300 Rancho Conejo Blvd., Suite 305, Thousand Oaks, CA, 91320.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky ("Dr. Kolchinsky")
Rajeev Shah ("Mr. Shah")
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(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 RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
517954103
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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Fund directly holds 5,295,690 shares of the Issuer's common stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. Such percentage is based upon 63,238,030 shares of common stock outstanding as of August 10, 2026, as reported in the Issuer's final prospectus dated August 6, 2026 filed with the Securities and Exchange Commission (the "SEC") on August 7, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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.
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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
08/17/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
08/17/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
08/17/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
