SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment )*
Crinetics Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
22663K 107
(CUSIP Number)
Alexander Rakitin
Perceptive Advisors LLC
51 Astor Place, 10th Floor
New York, NY 10003
(646)205-5340
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 20, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SeeSection 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 22663K 107
| 1. | Names of Reporting Persons.
Perceptive Advisors LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,280,305 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,280,305 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,280,305 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
IA | |||||
CUSIP No. 22663K 107
| 1. | Names of Reporting Persons.
Joseph Edelman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,280,305 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,280,305 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,280,305 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 22663K 107
| 1. | Names of Reporting Persons.
Perceptive Life Sciences Master Fund, Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,280,305 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,280,305 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,280,305 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| Item 1. | Security and Issuer |
This Schedule 13D relates to the shares of common stock, $0.001 par value (“Common Stock”), of Crinetics Pharmaceuticals, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), which has its principal executive offices at 10222 Barnes Canyon Road, Bldg. #2, San Diego, California 92121.
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Perceptive Advisors LLC (“Perceptive Advisors”), Joseph Edelman (“Mr. Edelman”) and Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund” and together with Perceptive Advisors and Mr. Edelman, each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”). Perceptive Advisors serves as the investment advisor to the Master Fund, and Mr. Edelman is the managing member of Perceptive Advisors. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1. |
| (b) | The address of the principal business office of each of the Reporting Persons is 51 Astor Place 10th Floor, New York, NY 10003. |
| (c) | The principal business of Perceptive Advisors is purchasing, holding and selling securities for investment purposes. The principal business of the Master Fund is to invest in securities. The principal occupation of Mr. Edelman is as the managing member of Perceptive Advisors. |
| (d) | During the last five years, none of the Reporting Persons, nor to the Reporting Persons’ knowledge, any of the persons listed in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, nor to the Reporting Persons’ knowledge, any of the persons listed in Schedule A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Perceptive Advisors is a Delaware limited liability company. Mr. Edelman is a United States citizen. The Master Fund is a Cayman Islands corporation. |
Schedule A attached hereto sets forth the information regarding the directors of the Master Fund.
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons acquired beneficial ownership of the shares of the Common Stock in the transactions described in Item 5(c) at an aggregate purchase price of $17.00. The source of these funds was the working capital of the Master Fund.
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the shares of Common Stock set forth in Item 5(c) and hold their shares of Common Stock for investment purposes. Subject to a number of factors, including market conditions and their general investment and trading policies, the Reporting Persons may, in the ordinary course of their business, acquire beneficial ownership of additional shares of Common Stock or dispose of the shares of Common Stock that they beneficially own. These acquisitions and dispositions may occur in open market transactions, privately negotiated transactions or through other methods.
Weston Nichols, Ph.D., who is an analyst at Perceptive Advisors, is a director of the Company. The Reporting Persons, either directly or indirectly through Dr. Nichols, may engage in discussions from time to time with the Company’s board of directors, the Company’s management or the Company’s other stockholders. These discussions may be with respect to (i) acquiring or disposing of shares of Common Stock or other securities of the Company (collectively, the “Securities”); (ii) maintaining or changing the Company’s business, operations, governance, management, strategy or capitalization; or (iii) implementing transactions that may relate to or may result in any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 23,007,961 outstanding shares of Common Stock, as reported by the Company in its prospectus filed with the Securities and Exchange Commission on July 18, 2018. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
| (c) | Schedule B sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any Reporting Person. |
| (d) | No person (other than the Reporting Persons) 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, the shares of Common Stock subject to this Schedule 13D. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Investor Rights Agreement
The Master Fund is party to an investors rights agreement (the “Investor Rights Agreement”) with the Company and certain other stockholders of the Company (collectively, the “Holders”). Pursuant to the terms of the Investor Rights Agreement, if at any time beginning six months following July 18, 2018, the holders of at least 30% of the registrable securities request in writing that the Company effect a registration with respect to their shares in an offering, the Company is obligated to effect at most two registrations for the holders of registrable securities in response to these demand registration rights, subject to certain exceptions. If at any time the Company becomes entitled under the Securities Act of 1933, as amended (the “Securities Act”), to register its shares on FormS-3, the holders of at least 30% of the registrable securities request in writing that the Company register their shares for public resale on FormS-3 and the price to the public of the offering is $2.0 million or more, the Company will be required to provide notice to all holders of registrable securities and to use all reasonable efforts to effect such registration; provided, however, that the Company will not be required to effect such a registration if, within the preceding 12 months, the Company has already effected two registrations on FormS-3 for the holders of registrable securities. In the case of anS-1 registration, if the holders requesting registration intend to distribute their shares by means of an underwriting, the underwriter of such offering will have the right to limit the numbers of shares to be underwritten for reasons related to the marketing of the shares. If at any time following the closing of this offering the Company proposes to register any shares of its Common Stock under the Securities Act, subject to certain exceptions, the holders of registrable securities will be entitled to notice of the registration and to include their shares of registrable securities in the registration. If the Company’s proposed registration involves an underwriting, the managing underwriter of such offering will have the right to limit the number of shares to be underwritten for reasons related to the marketing of the shares. The Investor Rights Agreement contains customary cross indemnification provisions, under which the Company is obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to the Company, and the holders are obligated to indemnify us for material misstatements or omissions attributable to them. The registration rights terminate upon the earlier of three years after the closing of the Company’s initial public offering or upon the closing of an acquisition of the Company.
Lock-up Agreement
In connection with the Company’s initial public offering, the Master Fund entered into alock-up agreement (the “Lock-up Agreement”) with the representatives of the several underwriters. Pursuant to theLock-up Agreement, the Master Fund, subject to certain exceptions, agreed not to sell or otherwise transfer any shares of Common Stock or securities convertible into, exchangeable for or exercisable for Common Stock, for 180 days after the date of the prospectus relating to the initial public offering without the prior consent of the representatives.
The foregoing summaries of the Shareholder Agreement andLock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the Investor Rights Agreement and theLock-up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 1 | Joint Filing Agreement | |
| Exhibit 2 | Amended and Restated Investor Rights Agreement, dated February 9, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on FormS-1 (FileNo. 333-225824)) | |
| Exhibit 3 | Form ofLock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Company’s Registration Statement on FormS-1 (FileNo. 333-225824)) | |
SIGNATURES
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.
Dated: July 30, 2018
PERCEPTIVE ADVISORS LLC
| By: | /s/ Joseph Edelman | |
| Name: Joseph Edelman | ||
| Title: Managing Member |
/s/ Joseph Edelman |
| JOSEPH EDELMAN |
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
| By: | Perceptive Advisors LLC | |
| By: | /s/ Joseph Edelman | |
| Name: Joseph Edelman | ||
| Title: Managing Member | ||
Schedule A
The following sets forth the name, address, principal occupation, citizenship and beneficial ownership of the shares of Common Stock (to the extent not pursuant to Item 5(a)) of each director of the Master Fund.
Master Fund
Name and Citizenship | Position | Principal Business Address | Beneficial Ownership of Shares of Common Stock | |||
Scott Dakers (United Kingdom) | Director | c/o Elian Fiduciary Services (Cayman) Limited 190 Elgin Avenue, George Town Grand CaymanKY1-9007 Cayman Islands | None | |||
Ernest A. Morrison (United Kingdom) | Director | Cox Hallett Wilkinson Milner House 18 Parliament Street P.O. Box HM 1561 Hamilton HM FX Bermuda | None | |||
Schedule B
Name | Date of Transaction | Amount of Securities | Price per Share | |||
Master Fund | July 20, 2018 | 400,000 | $17.00 |
Exhibit 1
JOINT FILING AGREEMENT
The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.
Dated: July 30, 2018
PERCEPTIVE ADVISORS LLC
| By: | /s/ Joseph Edelman | |||
| Name: | Joseph Edelman | |||
| Title: | Managing Member | |||
/s/ Joseph Edelman |
| JOSEPH EDELMAN |
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
| By: | Perceptive Advisors LLC | |||
| By: | /s/ Joseph Edelman | |||
| Name: | Joseph Edelman | |||
| Title: | Managing Member | |||
