Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Climb Bio, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
28658R106 (CUSIP Number) |
Alejandro Moreno Access Industries, Inc., 40 West 57th St., 28th Floor New York, NY, 10019 (212) 247-6400 Langhorne S. Perrow Access Industries, Inc., 40 West 57th St., 28th Floor New York, NY, 10019 (212) 247-6400 Nicholas P. Pellicani Debevoise & Plimpton LLP, 28 Tudor Street London, X0, EC4Y 0AY 44 20 7786 9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/14/2025 (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
|
| CUSIP No. | 28658R106 |
| 1 |
Name of reporting person
AI ETI 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Based on an aggregate of 67,764,100 shares of Common Stock issued and outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 12, 2025.
SCHEDULE 13D
|
| CUSIP No. | 28658R106 |
| 1 |
Name of reporting person
Access Industries Holdings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Based on an aggregate of 67,764,100 shares of Common Stock issued and outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13D
|
| CUSIP No. | 28658R106 |
| 1 |
Name of reporting person
Access Industries Management, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Based on an aggregate of 67,764,100 shares of Common Stock issued and outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13D
|
| CUSIP No. | 28658R106 |
| 1 |
Name of reporting person
Len Blavatnik | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Based on an aggregate of 67,764,100 shares of Common Stock issued and outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Climb Bio, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
20 William Street, Suite 145, Wellesley Hills,
MASSACHUSETTS
, 02481. | |
Item 1 Comment:
This Amendment No. 5 to the Schedule is being filed by AI ETI LLC ("AI ETI"), Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik (collectively, the "Reporting Persons", and each, a "Reporting Person") in respect of common stock, par value $0.0001 per share (the "Common Stock"), of Climb Bio, Inc. (formerly known as Eliem Therapeutics, Inc.) (the "Issuer"). The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on August 23, 2021, as amended and supplemented by Amendment No. 1 to the Schedule 13D, filed with the SEC on November 13, 2023, Amendment No. 2 to the Schedule 13D filed by the Reporting Persons with the SEC on May 17, 2024, Amendment No. 3 to the Schedule 13D filed by the Reporting Persons with the SEC on August 16, 2024 and Amendment No. 4 to the Schedule 13D filed by the Reporting Persons with the SEC on October 7, 2025 (together, the "Schedule"), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No 5. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The disclosure in Items 5(a), (b),(c) and (e) is hereby amended and restated as follows: (a) (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of shares of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference. | |
| (b) | The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of shares of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference. | |
| (c) | On October 14, 2025, AI ETI sold 750,000 shares of Common Stock at a price of $1.9202 per share in a block trade. On October 16, 2025, AI ETI sold 1,000,000 shares of Common Stock and 2,085,117 shares of Common Stock each in a separate block trade at a price of $1.95 per share. | |
| (e) | As of October 14, 2025, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer's shares of Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.9 Joint Filing Agreement, dates as of October 16, 2025. | ||
| 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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Comments accompanying signature:
* The above signed, by signing his name hereto, executes this Amendment No. 5 to Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |