Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)*

 

 

POINT BIOPHARMA GLOBAL INC.

(Name of Issuer)

 

Common stock, par value $0.0001 per share

(Title of Class of Securities)

 

730541109

(CUSIP Number)

 

RA Capital Management, L.P.

200 Berkeley Street, 18^th Floor

Boston, MA 02116

Telephone: 617.778.2500

Attn: Peter Kolchinsky

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

August 25, 2022

(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. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 (“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. 730541109

 

 

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	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 shares
		8	Shared Voting Power   9,003,018 shares
		9	Sole Dispositive Power   0 shares
		10	Shared Dispositive Power   9,003,018 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person   9,003,018 shares
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%1
14	Type of Reporting Person (See Instructions)   IA, PN

 

¹ The reporting person is the beneficial owner of 9,003,018 shares of the Issuer’s Common Stock which constitute approximately 9.9% of the class outstanding. The percentage calculation assumes that there are currently 90,124,162 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on August 12, 2022.

 

CUSIP No. 730541109

 

 

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	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
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   0 shares
		8	Shared Voting Power   9,003,018 shares
		9	Sole Dispositive Power   0 shares
		10	Shared Dispositive Power   9,003,018 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person   9,003,018 shares
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%2
14	Type of Reporting Person (See Instructions)   HC, IN

 

² The reporting person is the beneficial owner of 9,003,018 shares of the Issuer’s Common Stock which constitute approximately 9.9% of the class outstanding. The percentage calculation assumes that there are currently 90,124,162 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on August 12, 2022.

CUSIP No. 730541109

 

 

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	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
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   0 shares
		8	Shared Voting Power   9,003,018 shares
		9	Sole Dispositive Power   0 shares
		10	Shared Dispositive Power   9,003,018 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person   9,003,018 shares
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%3
14	Type of Reporting Person (See Instructions)   HC, IN

 

³ The reporting person is the beneficial owner of 9,003,018 shares of the Issuer’s Common Stock which constitute approximately 9.9% of the class outstanding. The percentage calculation assumes that there are currently 90,124,162 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on August 12, 2022.

 

CUSIP No. 730541109

 

 

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	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
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   0 shares
		8	Shared Voting Power   6,748,048 shares
		9	Sole Dispositive Power   0 shares
		10	Shared Dispositive Power   6,748,048 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person   6,748,048 shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13	Percent of Class Represented by Amount in Row (11)   7.5%4
14	Type of Reporting Person (See Instructions)   PN

 

⁴ The reporting person is the beneficial owner of 6,748,048 shares of the Issuer’s Common Stock which constitute approximately 7.5% of the class outstanding. The percentage calculation assumes that there are currently 90,124,162 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on August 12, 2022.

 

CUSIP No. 730541109

 

 

SCHEDULE 13D

 

Item 1. Security and Issuer

 

Item 1 of the Statement is hereby amended and restated as follows:

 

This Amendment No. 2 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2021, as amended by Amendment No. 1 filed on September 14, 2021 (the “Statement”) by RA Capital Management, L.P. (“RA Capital”), Peter Kolchinsky, Rajeev Shah and RA Capital Healthcare Fund, L.P. (the “Fund”) with respect to the Common Stock of POINT Biopharma Global Inc. (formerly known as Therapeutics Acquisition Corp.), a Delaware Corporation (the “Issuer”), which has its principal executive offices at 4850 West 78^th Street Indianapolis, IN. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.

 

Item 2. Identity and Background

 

Item 2 of the Statement is hereby amended and restated as follows:

 

(a) This Schedule 13D is being filed on behalf of RA Capital, the Fund, Peter Kolchinsky, and Rajeev Shah. RA Capital, Dr. Kolchinsky, Mr. Shah, and the Fund are collectively referred to herein as the “Reporting Persons.”

 

The Fund holds 6,748,048 shares, RA Capital Nexus Fund, L.P. (the “Nexus Fund”) holds 1,939,425 shares, and 315,545 shares are held by a separately managed account (the “Account”).

 

RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus 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, the Account, and the Nexus Fund, and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer held by the Fund, the Account, or the Nexus Fund. The Fund, the Nexus Fund and the Account have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in their respective portfolios, including the shares of the Issuer’s Common Stock reported herein. Because the Fund, the Nexus Fund and the Account have divested themselves of voting and investment power over the reported securities and may not revoke that delegation on less than 61 days’ notice, the Fund, the Nexus Fund, and the Account disclaim beneficial ownership of the reported securities for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under 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 13D Statement other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement 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.

 

CUSIP No. 730541109

 

 

(b) The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

 

(c) The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund. The principal occupation of Dr. Kolchinsky and Mr. Shah is investment management.

 

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, none of the Reporting Persons 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) See Item 6 of the cover pages.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Statement is hereby amended and supplemented as follows:

 

On August 25, 2022 the Holding Company transferred 3,757,700 shares of Common Stock to RA Capital in a pro rata distribution to its members. As a result of the transfer, the Fund acquired 2,502,730 shares, the Nexus fund acquired 939,425 shares, and the Account acquired 315,545 shares.

 

Item 4. Purpose of Transaction

 

Item 4 of the Statement is hereby amended and supplemented as follows:

 

The Reporting Persons acquired the Common Stock reported on this Statement for investment purposes and not with an intent, purpose or effect of changing control of the Issuer. The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Common Stock or other securities of the Issuer, to dispose of some or all of the Common Stock or other securities of the Issuer that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.

 

The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments.

 

Item 5. Interest in Securities of the Issuer

 

(a) and (b) See Items 7-11 of the cover pages and Item 2 above.

 

CUSIP No. 730541109

 

 

(c) The following table lists the Reporting Persons’ transactions in the Issuer since the Statement was filed:

 

Transaction	Reporting Person	Date	No. Shares Acquired / (Disposed)	Price
Pro Rata Distribution	The Fund	25-August-2022	2,502,730	-
Pro Rata Distribution	The Nexus Fund	25-August-2022	939,425	-
Pro Rata Distribution	The Account	25-August-2022	315,545	-

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 7. Material to Be Filed as Exhibits

 

Item 7 of the Statement is hereby amended and supplemented as follows:

 

Exhibit 1

Joint Filing Agreement.

 

CUSIP No. 730541109

 

 

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: August 29, 2022

 

 

RA CAPITAL MANAGEMENT, L.P.

 

By:

/s/ Peter Kolchinsky

Name:

Peter Kolchinsky

Title:

Authorized Signatory

 

 

PETER KOLCHINSKY

 

/s/ Peter Kolchinsky

 

 

RAJEEV SHAH

 

/s/ Rajeev Shah

 

 

RA CAPITAL HEALTHCARE FUND, L.P.

 

By:

RA Capital Healthcare Fund GP, LLC

Its:

General Partner

 

By:

/s/ Peter Kolchinsky

Name:

Peter Kolchinsky

Title:

Manager

 

 

 

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated as of August 29, 2022, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”).

 

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.0001 per share of Point Biopharma Global, Inc. beneficially owned by them from time to time.

 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

 

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

 

Executed and delivered as of the date first above written.

 

 

RA CAPITAL MANAGEMENT, L.P.

 

By:

/s/ Peter Kolchinsky

Name:

Peter Kolchinsky

Title:

Authorized Signatory

 

 

PETER KOLCHINSKY

 

/s/ Peter Kolchinsky

 

 

RAJEEV SHAH

 

/s/ Rajeev Shah

 

 

RA CAPITAL HEALTHCARE FUND, L.P.

 

By:

RA Capital Healthcare Fund GP, LLC

Its:

General Partner

 

By:

/s/ Peter Kolchinsky

Name:

Peter Kolchinsky

Title:

Manager