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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
|
Solid Biosciences Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
83422E105 (CUSIP Number) |
Bain Capital Life Sciences Inv 200 Clarendon Street, Boston, MA, 02116 617-516-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/19/2025 (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) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 83422E105 |
| 1 |
Name of reporting person
BCLS SB Investco, LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
528,660.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 83422E105 |
| 1 |
Name of reporting person
Bain Capital Life Sciences Fund II, L.P. | ||||||||
| 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)
SC | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
267,257.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 83422E105 |
| 1 |
Name of reporting person
BCLS II Investco, LP | ||||||||
| 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, SC | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,179,042.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 83422E105 |
| 1 |
Name of reporting person
BCIP Life Sciences Associates, LP | ||||||||
| 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)
SC | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,550.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.04 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 83422E105 |
| 1 |
Name of reporting person
BCLS II Equity Opportunities, LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
904,160.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Solid Biosciences Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
500 Rutherford Avenue, Third Floor, Charlestown,
MASSACHUSETTS
, 02129. | |
Item 1 Comment:
This Amendment No. 10 to Schedule 13D relates to the Common Stock of Solid Biosciences Inc. and amends the initial statement on Schedule 13D filed by BCLS SB Investco, LP on February 1, 2018, as amended by Amendment No. 1 filed on July 30, 2019, Amendment No. 2 filed on December 11, 2020, Amendment No. 3 filed on March 25, 2021, Amendment No. 4 filed on August 18, 2022, Amendment No. 5 filed on October 3, 2022, Amendment No. 6 filed on December 5, 2022, Amendment No. 7 filed on January 10, 2024, Amendment No. 8 filed on January 12, 2024 and Amendment No. 9 filed on June 11, 2024 (the "Initial Statement" and, as further amended by this Amendment No. 10, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Initial Statement is hereby amended and supplemented to add the following:
On February 18, 2025, the Issuer entered into an underwriting agreement with Jefferies LLC and Leerink Partners LLC, as representatives of the several underwriters named therein, relating to an underwritten public offering of 35,739,810 shares of the Issuer's Common Stock and, in lieu of Common Stock to certain investors, pre-funded warrants (each, a "Pre-Funded Warrant") to purchase 13,888,340 shares of Common Stock (the "February 2025 Offering"). The offering price of the shares of Common Stock was $4.03 per share and the offering price of the pre-funded warrants was $4.029 per share of Common Stock underlying each Pre-Funded Warrant. The February 2025 Offering closed on February 19, 2025. In the February 2025 Offering, BCLS II Investco purchased 1,000,000 shares of Common Stock and a pre-funded warrant to purchase 6,444,170 shares of Common Stock, for an aggregate purchase price of $29,993,561. BCLS II Investco used its own working capital to acquire the securities. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in Items 2, 3 and 6 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
As of the date hereof, (i) BCLS SB holds 528,660 shares of Common Stock, (ii) BCLS Fund II holds 267,257 shares of Common Stock, (iii) BCLS II Investco holds 3,301,955 shares of Common Stock and a Pre-Funded Warrant to purchase 6,444,170 shares of Common Stock, (iv) BCIPLS holds 32,550 shares of Common Stock and (v) BCLS II Equity holds 904,160 shares of Common Stock. As a result of the Beneficial Ownership Blocker (as defined below), BCLS II Investco is prohibited from exercising the Pre-Funded Warrant to the extent that the Reporting Persons would, after such exercise, collectively beneficially own in excess of 9.99% of the outstanding Common Stock. Accordingly, pursuant to Rule 13d-3 of the Act and the relationships described in Item 2 of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own 9.99% of the outstanding Common Stock, representing 7,911,669 shares of Common Stock as of the date hereof.
The calculation of the beneficial ownership of the Reporting Persons is based on (i) 76,318,810 shares of Common Stock issued and outstanding immediately following completion of the February 2025 Offering, as disclosed by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission on February 18, 2025 and (ii) 2,877,087 shares of Common Stock to be issued upon the exercise of the Pre-Funded Warrant held by BCLS II Investco, which reflects the Beneficial Ownership Blocker. | |
| (b) | See Item 5(a) hereof. | |
| (c) | See Item 3 hereof. | |
| (d) | Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial Statement is hereby amended and supplemented to add the following:
Each Pre-Funded Warrant is exercisable at any time after its original issuance. The holder of a Pre-Funded Warrant is prohibited from exercising the Pre-Funded Warrant into Common Stock if, as a result of such exercise, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holder's for purposes of Section 13(d) of the Act, would beneficially own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Blocker"). The exercise price per share of Common Stock purchasable upon the exercise of the Pre-Funded Warrant is $0.001 per share. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, or reclassifications affecting the Common Stock. If a Fundamental Transaction (as defined in the Pre-Funded Warrant) occurs while a Pre-Funded Warrant is outstanding, then upon any subsequent exercise of the Pre-Funded Warrant, the holder thereof has the right to receive the same amount and kind of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of shares of Common Stock then issuable upon exercise in full of the Pre-Funded Warrant (without regard to any limitations on exercise). Subject to compliance with applicable securities laws, each Pre-Funded Warrant may be transferred or assigned by the holder thereof without the Issuer's consent. Except as otherwise provided in the Pre-Funded Warrant or by virture of the holder's ownership of Common Stock, the holder of a Pre-Funded Warrant does not have the rights or privileges of a holder of Common Stock, including any voting rights, until the holder exercises the Pre-Funded Warrant. The foregoing summary of the Pre-Funded Warrant does not purport to be complete and is qualified in its entirety by reference to the form of Pre-Funded Warrant, which is filed as an exhibit hereto and incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit Q - Form of Pre-Funded Warrant (incorproated by reference from Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2025 (File No. 001-38360)) | ||
| 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.
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