Statement of Ownership (sc 13g)
October 31 2022 - 04:41PM
Edgar (US Regulatory)
|
SECURITIES AND EXCHANGE COMMISSION |
|
Washington, D.C. 20549 |
|
|
|
|
|
SCHEDULE 13G |
|
|
|
Under the Securities Exchange Act of 1934 |
|
(Amendment No. )* |
|
|
|
Cabaletta Bio, Inc.
|
|
(Name of Issuer) |
|
|
|
Common Stock, $0.00001 par value per share
|
|
(Title of Class of Securities) |
|
|
|
12674W109
|
|
(CUSIP Number) |
|
|
|
October 20, 2022
|
|
(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) |
|
x |
Rule 13d-1(c) |
|
¨ |
Rule 13d-1(d) |
|
|
|
(Page 1 of 8 Pages) |
______________________________
*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 the disclosures provided
in a prior cover page.
The information required in 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).
| CUSIP No. 12674W109 |
13G
|
Page
2
of 8 Pages |
|
1 |
NAME OF
REPORTING PERSON
Lynx1 Capital Management LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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
|
|
6 |
SHARED
VOTING POWER
2,360,312
|
|
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED
DISPOSITIVE POWER
2,360,312
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,312
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.14%
|
|
12 |
TYPE OF
REPORTING PERSON
PN
|
| |
|
|
|
|
| CUSIP No. 12674W109 |
13G
|
Page
3
of 8 Pages |
|
1 |
NAME OF
REPORTING PERSON
Weston Nichols
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0
|
|
6 |
SHARED
VOTING POWER
2,360,312
|
|
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED
DISPOSITIVE POWER
2,360,312
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,312
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.14%
|
|
12 |
TYPE OF
REPORTING PERSON
IN
|
| |
|
|
|
|
| CUSIP No. 12674W109 |
13G
|
Page
4
of 8 Pages |
|
Item 1(a). |
Name of Issuer. |
|
|
|
|
|
Cabaletta Bio, Inc. (the "Issuer") |
|
Item 1(b). |
Address of Issuer's Principal Executive Offices. |
|
|
|
|
|
2929
Arch Street, Suite 600
Philadelphia, PA 19104
|
|
Item 2(a). |
Name of Person Filing. |
|
|
|
|
|
This statement is filed by: |
|
|
|
(i) |
Lynx1 Capital Management LP (the "Investment Manager"), a
Delaware limited partnership, and the investment manager to Lynx1
Master Fund LP (the "Lynx1 Fund"), with respect to the
shares of Common Stock (as defined in Item 2(d) below) directly
held by the Lynx1 Fund; and
|
|
|
(ii) |
Mr. Weston Nichols ("Mr. Nichols"), the sole member of Lynx1
Capital Management GP LLC, the general partner of the Investment
Manager, with respect to the shares of Common Stock directly held
by the Lynx1 Fund. |
|
|
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." |
|
|
|
|
|
The
filing of this statement should not be construed as an admission
that any of the foregoing persons or any Reporting Person is, for
the purposes of Section 13 of the Act, the beneficial owner of the
shares of Common Stock reported herein. |
|
Item 2(b). |
Address of Principal Business Office. |
|
|
|
|
|
Lynx1 Capital Management LP
151 Calle de San Francisco
Suite 200, PMB 1237
San Juan, PR 00901-1607
Weston Nichols
c/o
Lynx1 Capital Management LP
151 Calle de San Francisco
Suite 200, PMB 1237
San Juan, PR 00901-1607
|
|
Item 2(c). |
Place of Organization. |
|
|
|
|
|
Investment Manager – Delaware
Mr.
Nichols – United States of America
|
|
Item 2(d). |
Title of Class of Securities. |
|
|
|
|
|
Common stock, $0.00001 par value per share (the "Common
Stock") |
| CUSIP No. 12674W109 |
13G
|
Page
5
of 8 Pages |
|
Item 2(e). |
CUSIP Number. |
|
|
|
|
|
12674W109 |
|
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) |
o |
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
|
|
(h) |
¨ |
A savings association 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); |
|
|
(k) |
¨ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
|
|
If
filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please
specify the type of
institution:__________________________________
|
|
Item 4. |
Ownership. |
|
|
|
|
|
The information required by Items 4(a) – (c) is set forth in Rows
(5) – (11) of the cover page for each Reporting Person hereto and
is incorporated herein by reference for each Reporting Person.
The percentages set forth herein are calculated based upon
29,013,995 shares of Common Stock outstanding as of August 5, 2022
as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2022, filed with the Securities and Exchange
Commission on August 11, 2022.
|
| CUSIP No. 12674W109 |
13G
|
Page
6
of 8 Pages |
|
Item 5. |
Ownership of Five Percent or Less of a Class. |
|
|
|
|
|
Not applicable. |
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another
Person. |
|
|
|
|
|
The Lynx1 Fund has the right to receive and the power to direct the
receipt of dividends from, and the proceeds from the sale of, the
shares of Common Stock reported 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. |
Certification. |
|
|
|
|
|
By signing below
each Reporting Person certifies that, to the best of his or its
knowledge and belief, the securities referred to above were not
acquired 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. |
| CUSIP No. 12674W109 |
13G
|
Page
7
of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
| Date: October 31, 2022 |
|
| |
Lynx1 capital management
lp
By:
Lynx1 Capital Management GP LLC, its general partner
|
| |
|
| |
By: /s/ Weston Nichols |
| |
Name: Weston Nichols |
| |
Title: Sole Member |
| |
|
| |
|
| |
|
| |
|
| |
/s/ Weston
Nichols |
| |
WESTON NICHOLS |
| CUSIP No. 12674W109 |
13G
|
Page
8
of 8 Pages |
Exhibit A
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
| Date: October 31, 2022 |
|
| |
Lynx1 capital management
lp
By:
Lynx1 Capital Management GP LLC, its general partner
|
| |
|
| |
By: /s/ Weston Nichols |
| |
Name: Weston Nichols |
| |
Title: Sole Member |
| |
|
| |
|
| |
|
| |
|
| |
/s/ Weston
Nichols |
| |
WESTON NICHOLS |
Cabaletta Bio (NASDAQ:CABA)
Historical Stock Chart
From Feb 2023 to Mar 2023
Cabaletta Bio (NASDAQ:CABA)
Historical Stock Chart
From Mar 2022 to Mar 2023
