BVF Discloses 7.4% Passive Stake in Nektar (NKTR) via 13G Filing

Q: How many Nektar Therapeutics (NKTR) shares does Biotechnology Value Fund own?

The BVF entities collectively beneficially own 1,276,595 NKTR common shares.

Q: What percentage of NKTR鈥檚 outstanding shares does BVF鈥檚 stake represent?

The filing states BVF鈥檚 aggregate stake equals 7.4% of the 17,301,061 shares outstanding as of 2 July 2025.

Q: Is BVF鈥檚 filing activist or passive?

It is a Schedule 13G, indicating a passive investment with no intent to influence control.

Q: Who signed the Schedule 13G on behalf of the BVF entities?

Mark N. Lampert signed as Authorized Signatory for all reporting persons.

Q: Which BVF entities individually hold more than 5% of NKTR?

BVF GP Holdings LLC is deemed to hold 6.8%; Partners, BVF Inc. and Mr. Lampert each may be deemed to hold 7.4%.

[8-K] Rhythm Pharmaceuticals, Inc. Reports Material Event

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Biotechnology Value Fund and affiliated entities have filed a Schedule 13G disclosing a collective 7.4% passive stake in Nektar Therapeutics (NASDAQ: NKTR). The filing, dated 9 July 2025 with an event date of 1 July 2025, reports aggregate beneficial ownership of 1,276,595 common shares out of 17,301,061 shares outstanding following the company鈥檚 recent public offering.

The ownership is spread across multiple Delaware and Cayman-based vehicles: Biotechnology Value Fund (LP) holds 661,758 shares (3.8%), Biotechnology Value Fund II (LP) holds 517,813 shares (3.0%), and Biotechnology Value Trading Fund OS (LP) holds 71,367 shares (<1%). Control is exercised jointly through the general partners BVF GP Holdings LLC and BVF Partners L.P., with Mark N. Lampert signing on behalf of each entity. All shares are held with shared voting and dispositive power; none of the reporting persons claims sole authority.

The filing is made on Form 13G鈥攊ndicating a passive investment intent rather than an activist position鈥� and includes the customary certification that the securities were not acquired to influence control of the issuer. No other material transactions, derivatives, or lock-up arrangements are disclosed.

Key take-aways for investors: BVF鈥檚 aggregated 7.4% stake makes it one of the largest outside shareholders of Nektar, signalling confidence from a specialist biotech investor group. However, because the filing is passive, immediate governance or strategic changes should not be expected.

Biotechnology Value Fund 氚� 甏€霠� 旮瓣磤霌れ澊 Nektar Therapeutics (NASDAQ: NKTR)鞐� 雽€頃� 7.4%鞚� 靾橂彊鞝� 歆€攵勳潉瓿店皽頃橂姅 Schedule 13G毳� 鞝滌稖頄堨姷雼堧嫟. 2025雲� 7鞗� 9鞚检瀽鞝滌稖靹滊(鞚措菠韸� 雮犾 2025雲� 7鞗� 1鞚�)鞐� 霐半ゴ氅�, 斓滉芳須岇偓鞚� 瓿店皽氚滍枆鞚错泟齑� 17,301,061欤� 欷� 1,276,595欤�鞚� 氤错喌欤茧ゼ歆戫暕鞝侅溂搿� 氤挫湢頃橁碃鞛堨姷雼堧嫟.

歆€攵勳潃雿鸽澕鞗柎氚� 旒€鞚措Ж 靻岇灛鞐煬韴瀽靾橂嫧鞐� 攵勳偘霅橃柎鞛堨姷雼堧嫟: Biotechnology Value Fund (LP)電� 661,758欤�(3.8%), Biotechnology Value Fund II (LP)電� 517,813欤�(3.0%), Biotechnology Value Trading Fund OS (LP)電� 71,367欤�(<1%)毳� 氤挫湢頃橁碃鞛堨姷雼堧嫟. 歆€氚半牓鞚€ BVF GP Holdings LLC鞕€ BVF Partners L.P.霛茧姅鞚茧皹韺岉姼雱堧ゼ韱淀暣瓿惦彊鞙茧 頄夓偓霅橂┌, 臧� 旮瓣磤鞚� 雽€響滍暣 Mark N. Lampert臧€ 靹滊獏頄堨姷雼堧嫟. 氇摖欤检嫕鞚€ 瓿惦彊鞚橁舶甓� 氚� 觳橂秳甓岉暅鞙茧 氤挫湢霅橂┌, 氤搓碃鞛� 欷� 鞏措姁雸勱惮霃� 雼弲甓岉暅鞚� 欤检灔頃橃 鞎婌姷雼堧嫟.

鞚� 鞝滌稖鞚€ Form 13G搿� 鞚措（鞏挫鞙茧┌, 鞚措姅 靾橂彊鞝� 韴瀽鞚橂弰毳� 雮橅儉雮措┌ 頄夒彊欤检潣鞝� 鞛呾灔鞚� 鞎勲嫎鞚� 鞚橂頃╇媹雼�. 霕愴暅, 歃濌秾鞚� 氚滍枆靷潣歆€氚瓣秾鞐� 鞓來枼鞚� 氙胳箻旮� 鞙勴暣旆摑霅� 瓴冹澊鞎勲嫎鞚� 鞚胳頃橂姅雮挫毄霃� 韽暔霅橃柎鞛堨姷雼堧嫟. 旮绊儉欷戩殧頃� 瓯半灅, 韺岇儩靸來拡霕愲姅霛届梾瓿勳暯鞚€ 瓿店皽霅橃 鞎婌晿鞀惦媹雼�.

韴瀽鞛愲ゼ鞙勴暅欤检殧鞁滌偓鞝�: BVF鞚� 7.4% 歆戫暕歆€攵勳潃 Nektar鞚� 欤检殧鞕鸽秬欤检＜欷� 頃橂倶鞛勳潉雮橅儉雮措┌, 鞝勲 氚旍澊鞓ろ厤韴瀽鞛� 攴鸽９鞚� 鞁犽毳� 氚橃榿頃╇媹雼�. 雼る, 鞝滌稖鞚� 靾橂彊鞝侅澊氙€搿� 歃夑皝鞝侅澑瓯半矂雱岇姢霕愲姅鞝勲灥鞝� 氤€頇旊姅旮半寑頃橃 鞎婌晞鞎� 頃╇媹雼�.

Positive

Specialist biotech investor BVF now owns 7.4% of NKTR, adding reputable institutional support.
Filing is on Schedule 13G, confirming the stake is passive and reducing near-term governance risk.

Negative

None.

Insights

TL;DR 鈥� BVF reveals 7.4% passive stake, signalling specialist confidence but no activist intentions.

The 13G shows BVF entities accumulating 1.28 million NKTR shares after the company鈥檚 July 2025 equity offering. At 7.4% of outstanding, BVF becomes a significant holder yet stays below the 10% insider threshold and files a passive 13G rather than 13D. For investors, a biotech-focused fund鈥檚 sizable position can bolster market sentiment and provide validation of Nektar鈥檚 pipeline value. Nevertheless, the passive designation limits expectations for near-term governance influence or catalyst-driven activism. Impact is moderately positive because increased institutional ownership can improve liquidity and support the share price, but there is no direct operational effect.

07/09/2025 - 04:39 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2025

RHYTHM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38223		46-2159271
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

222 Berkeley Street

12th Floor

Boston, MA 02116

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (857) 264-4280

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	RYTM	The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure.

On July 9, 2025, Rhythm Pharmaceuticals, Inc. (“Rhythm”) issued a press release and published a corporate presentation announcing topline results from its Phase 2 trial evaluating bivamelagon (formerly LB54640), an investigational oral melanocortin-4 receptor (“MC4R”) agonist, in patients with acquired hypothalamic obesity, which are summarized under Item 8.01 below. The presentation is available in the “Events & Presentations” portion of the Company's website at ir.rhythmtx.com. A copy of the press release and presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information contained in Item 7.01 of this Current Report (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly provided by specific reference in such a filing.

Item 8.01. Other Events.

On July 9, 2025, Rhythm announced topline results from its Phase 2 clinical trial evaluating bivamelagon (formerly LB54640), an investigational oral MC4R agonist, in patients with acquired hypothalamic obesity, which are summarized below.

Bivamelagon achieved statistically significant and clinically meaningful reductions in body mass index (“BMI”) at 14 weeks of treatment, consistent with BMI reductions achieved with setmelanotide therapy in similar patient populations in past trials. Rhythm in-licensed bivamelagon from LG Chem, Ltd in January 2024.

In the 14-week, double-blind, four-arm, placebo-controlled portion of the trial, bivamelagon achieved:

	·		-9.3% BMI reduction from baseline in the 600mg cohort (n=8) (p-value=0.0004);
	·		-7.7% BMI reduction from baseline in the 400mg cohort (n=7) (p-value=0.0002);
	·		-2.7% BMI reduction from baseline in the 200mg cohort (n=6) (p-value=0.0180); and
	·		BMI for patients in the placebo cohort (n=7) increased by 2.2% over 14 weeks.

In a post-hoc analysis comparing the randomized Phase 2 results to results from prior setmelanotide trials, bivamelagon demonstrated BMI reductions consistent with BMI reductions achieved with setmelanotide therapy as observed in similar patient populations at comparable dosing durations. In this post-hoc comparison of the subset of setmelanotide patients who demonstrated study compliance and were not on concomitant GLP1 therapy (no patients who enrolled in the Phase 2 bivamelagon trial were on concomitant GLP1 therapy), setmelanotide and bivamelagon achieved:

-9.7% and -10.1% mean BMI reductions achieved in a pooled patient population (n=59; n=64) from Phase 2 and Phase 3 trials of setmelanotide therapy at 12 weeks and 16 weeks, respectively; as compared to:

-8.8% and -10.1% mean BMI reductions achieved in patients (400mg n=6; 600mg n=7) at 14 weeks of bivamelagon therapy.

In addition, patients reported meaningful reductions in their ‘most’ hunger scores at 14 weeks on therapy compared to placebo, consistent with past setmelanotide trials and MC4R agonism. Patients in the 600mg (n=8) and 400mg (n=6) cohorts achieved a mean reduction greater than 2.8 points in their ‘most’ hunger scores measured on a 10-point scale at 14 weeks of bivamelagon therapy. Six patients in the 200mg arm achieved a mean reduction of 2.1 points in their ‘most’ hunger score, while patients on placebo therapy reported a mean increase of 0.8 points in their mean ‘most’ hunger score.

Bivamelagon demonstrated safety and tolerability results consistent with MC4R agonism and mechanism of action during the placebo-controlled portion of the trial. During the placebo-controlled portion of the trial, one patient discontinued therapy due to a serious adverse event (rectal bleeding). The most common reported adverse events were episodes of diarrhea and nausea, the vast majority of which were mild or grade 1. There were reports of mild, localized hyperpigmentation from four patients, including one patient on placebo. A total of 27 patients completed the 14-week, placebo-controlled portion of the trial, and 26 of them transitioned into the open-label extension of the trial and remained in that portion of the trial, as of July 7, 2025. The reported adverse events were as follows:

n (%)	Bivamelagon 200mg (N=6)		Bivamelagon 400mg (N=7)		Bivamelagon 600mg (N=8)		Placebo (N=7)
Any Adverse Events (“AEs”)		6 (100)		7 (100)		8 (100)		6 (86)
Serious AEs		0 (0)		1 (14)		0		1 (14)
Treatment-Related AEs		6 (100)		7 (100)		8 (100)		3 (43)
Treatment-Related Serious Adverse Events		0		1 (14)		0		0
Grade ≥3 AE		0		2 (29)		0		1 (14)
AEs Leading to Study Intervention Discontinuation		0		1 (14)*		0		0
AEs with >=10% in all Bivamelagon dosing (N=21)
Nausea		6 (100)		5 (71)		4 (50)		2 (29)
Diarrhea		2 (33)		5 (71)		3 (37)		1 (14)
Vomiting		2 (33)		4 (57)		4 (50)		2 (29)
Headache		1 (17)		5 (71)		0 (0)		2 (29)
AEs of Special Interest		2 (33)		3 (43)		0		0
Skin Pigmentation**		2 (29)		2 (29)		0		0
Adrenal Adverse Events				1 (14)		0		0

* Rectal bleeding.

** In addition to the four patients on study drug, one placebo-treated participant had skin hyperpigmentation that was not treatment related and therefore not included as an AE of special interest.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following Exhibits 99.1 and 99.2 shall be deemed to be furnished and not filed.

Exhibit No.		Description
99.1		Press release dated July 9, 2025
99.2		Presentation dated July 9, 2025
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RHYTHM PHARMACEUTICALS, INC.

Date: July 9, 2024	By:	/s/ Hunter Smith
		Hunter Smith
		Chief Financial Officer

Source:

FAQ

How many Nektar Therapeutics (NKTR) shares does Biotechnology Value Fund own?

The BVF entities collectively beneficially own 1,276,595 NKTR common shares.

What percentage of NKTR鈥檚 outstanding shares does BVF鈥檚 stake represent?

The filing states BVF鈥檚 aggregate stake equals 7.4% of the 17,301,061 shares outstanding as of 2 July 2025.

Is BVF鈥檚 filing activist or passive?

It is a Schedule 13G, indicating a passive investment with no intent to influence control.

Who signed the Schedule 13G on behalf of the BVF entities?

Mark N. Lampert signed as Authorized Signatory for all reporting persons.

Which BVF entities individually hold more than 5% of NKTR?

BVF GP Holdings LLC is deemed to hold 6.8%; Partners, BVF Inc. and Mr. Lampert each may be deemed to hold 7.4%.

AG真人官方

[8-K] Rhythm Pharmaceuticals, Inc. Reports Material Event

Insights

FAQ

How many Nektar Therapeutics (NKTR) shares does Biotechnology Value Fund own?

What percentage of NKTR鈥檚 outstanding shares does BVF鈥檚 stake represent?

Is BVF鈥檚 filing activist or passive?

Who signed the Schedule 13G on behalf of the BVF entities?

Which BVF entities individually hold more than 5% of NKTR?

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[8-K] Rhythm Pharmaceuticals, Inc. Reports Material Event

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FAQ

How many Nektar Therapeutics (NKTR) shares does Biotechnology Value Fund own?

What percentage of NKTR鈥檚 outstanding shares does BVF鈥檚 stake represent?

Is BVF鈥檚 filing activist or passive?

Who signed the Schedule 13G on behalf of the BVF entities?

Which BVF entities individually hold more than 5% of NKTR?

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