Stephen Taub: SEC Filings | 4/22/24
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Stephen Taub: SEC Filings | 4/22/24

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Stephen Taub gives a round-up of interesting SEC filings

13D

Activist hedge fund Starboard Value announced a settlement agreement with Canadian utility Algonquin Power & Utilities Corp. Under the deal the company agreed to increase the size of the board of directors from nine to 10 directors and appoint Brett Carter as a director and nominate Christopher Lopez to the board at its 2024 annual meeting. Carter and Lopez were two of the three individuals Starboard had earlier planned to nominate at the company’s upcoming annual meeting scheduled for June 4. Under the agreement, Starboard withdrew its director nominations. Starboard owns 62.1 million shares, or 9 percent of Algonquin’s total outstanding shares.

13G

Casdin Capital boosted its stake in Century Therapeutics by more than 60 percent. The biopharma specialist now owns 5.19 million shares or 6.08 percent of the biotech company developing induced pluripotent stem cell (iPSC)-derived cell therapies in immuno-oncology. The stock is now Casdin’s sixteenth largest U.S. listed long position, according to whalewisdom.com. Casdin is a hedge fund that also makes venture capital investments.

Boxer Capital disclosed it has established a position in Century Therapeutics. The biotech specialist disclosed in an initial 13G it owns 5.8 percent of the company. Boxer is also a hedge fund that also makes venture capital investments.

On April 11, Century announced a private placement of $60 million led by Bain Capital Life Sciences. Other firms that participated in the financing included Casdin and Boxer as well as Adage Capital Partners LP, Octagon Capital, Venrock Healthcare Capital Partners, and DAFNA Capital Management LLC. Century had planned to issue about 15.87 million shares of common stock in the private placement at a price of $3.78 per share, equal to its closing price on April 10.

Deerfield Management disclosed it owns nearly 3.3 million shares of Cullinan Therapeutics, or 5.71 percent of the total outstanding.

On April 16, the biopharmaceutical company focused on developing modality-agnostic targeted therapies announced it had entered into a private placement of about $274 million of shares. New and existing investors participated, including Foresite Capital Management, an affiliate of Deerfield Management, Adage Capital Partners LP, Avidity Partners, Blue Owl Healthcare Opportunities, Boxer Capital, Braidwell LP, BVF Partners LP, Invus, OrbiMed, Paradigm BioCapital, Rock Springs Capital, RTW Investments, Surveyor Capital (a Citadel company) and Venrock Healthcare Capital Partners.

S-1

Loar Holdings set terms for its upcoming initial public offering. The maker of niche aerospace and defense components said it plans to sell 11 million shares for between $24 and $26 per share. At the midway point, the company would raise $275 million. After the completion of the offering Abrams Capital Management LP, was expected to own 43.1 percent of the total shares. What’s more, Abrams and its affiliates, GPV Loar LLC, Dirkson Charles and Brett Milgrim will beneficially own about 65 percent of the outstanding common stock. As a result, Loar will be deemed to be a “controlled company.” In addition, Blackstone Alternative Credit Advisors LP and affiliates figures to own another 14.4 percent of the shares.

Q32 Bio, a clinical stage biotechnology company developing novel biologics to restore healthy immune balance in patients with autoimmune and inflammatory diseases driven by pathological immune dysfunction, filed initial plans to go public. It has not yet disclosed the number of shares it plans to sell or the price it will be seeking. At least five venture capital firms, hedge funds and companies currently each own at least 5 percent of the shares. Before the offering, two firms were by far the largest shareholders — OrbiMed Private Investments VII, LP, with 18.89 percent of the shares, and entities affiliated withAtlas Venture (17.54 percent). The other three large holders are Abingworth Bioventures VII LP, (9.24 percent), Acorn Bioventures LP, (6.73 percent) and Bristol-Myers Squibb Company (6.36 percent).

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