Climb Bio exchanges 20.44M shares for pre-funded warrants; RA Capital voting capped at 33%

Climb Bio, Inc.

Exchanged 20,440,000 shares for pre-funded warrants with $0.0001 exercise price via Section 3(a)(9) exemption.
Post-exchange shares outstanding: 47,744,435; RA Capital to own ~23% voting power.
RA Capital and affiliates agree to vote any holdings above 33% proportionally with other stockholders.
RA Capital may exchange additional shares for warrants with company's written consent.
Pre-funded warrants are exercisable immediately and include a 33% beneficial ownership limitation.

item 1.01item 3.02item 9.01

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