Filing Details

Accession Number:
0001193805-24-000234
Form Type:
13D Filing
Publication Date:
2024-02-14 19:00:00
Filed By:
Flynn James E
Company:
Larimar Therapeutics Inc. (NASDAQ:LRMR)
Filing Date:
2024-02-15
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Deerfield Private Design Fund III 0 4,721,183 0 4,721,183 4,721,183 10.75%
Deerfield Healthcare Innovations Fund 0 4,721,197 0 4,721,197 4,721,197 10.75%
Deerfield Private Design Fund IV 0 4,721,200 0 4,721,200 4,721,200 10.75%
Deerfield Partners 0 2,777,777 0 2,777,777 2,777,777 6.33%
Deerfield Mgmt III 0 4,721,183 0 4,721,183 4,721,183 10.75%
Deerfield Mgmt HIF 0 4,721,197 0 4,721,197 4,721,197 10.75%
Deerfield Mgmt, IV 0 4,721,200 0 4,721,200 4,721,200 10.75%
Deerfield Mgmt 0 2,777,777 0 2,777,777 2,777,777 6.33%
Deerfield Management Company 0 16,973,635 0 16,973,635 16,973,635 39.20%
James E. Flynn 0 16,973,635 0 16,973,635 16,973,635 39.20%
Filing

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

 

(Amendment No. 7)*

 

Larimar Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

517125100

(CUSIP Number)

 

David Clark

Elliot Press

Deerfield Management Company, L.P.

345 Park Avenue South, 12 Floor

New York, New York 10010

(212) 551-1600

 

With a copy to:

 

Jonathan D. Weiner, Esq.

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

(212) 940-8800

 

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

 

February 13, 2024

(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 § 240.13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)
(Page 1 of 17 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 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).

  

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 2 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Private Design Fund III, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
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

 
8

SHARED VOTING POWER

 

4,721,183

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,721,183

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,721,183

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.75%

 
14

TYPE OF REPORTING PERSON

 

PN

 

  

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 3 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Healthcare Innovations Fund, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
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

 
8

SHARED VOTING POWER

 

4,721,197

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,721,197

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,721,197

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.75%

 
14

TYPE OF REPORTING PERSON

 

PN

 

  

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 4 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Private Design Fund IV, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
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

 
8

SHARED VOTING POWER

 

4,721,200

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,721,200

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,721,200

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.75%

 
14

TYPE OF REPORTING PERSON

 

PN

 

  

 

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 5 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Partners, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
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

 
8

SHARED VOTING POWER

 

2,777,777

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

2,777,777

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,777,777

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.33%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 6 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Mgmt III, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

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

 
8

SHARED VOTING POWER

 

4,721,183 (1)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,721,183 (1)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,721,183 (1)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.75%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(1)Comprised of shares of common stock held by Deerfield Private Design Fund III, L.P., of which Deerfield Mgmt III, L.P. is the general partner.

    

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 7 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Mgmt HIF, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

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

 
8

SHARED VOTING POWER

 

4,721,197 (2)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,721,197 (2)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,721,197 (2)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.75%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(2)Comprised of shares of common stock held by Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Mgmt HIF, L.P. is the general partner.

    

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 8 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Mgmt, IV, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

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

 
8

SHARED VOTING POWER

 

4,721,200 (3)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,721,200 (3)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,721,200 (3)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.75%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(3)Comprised of shares of common stock held by Deerfield Private Design Fund IV, L.P., of which Deerfield Mgmt IV, L.P. is the general partner.

    

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 9 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Mgmt, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
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

 
8

SHARED VOTING POWER

 

2,777,777 (4)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

2,777,777 (4)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,777,777 (4)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.33%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(4)Comprised of shares of common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.

   

 

 

  

SCHEDULE 13D

CUSIP No. 517125100 Page 10 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Management Company, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

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

 
8

SHARED VOTING POWER

 

16,973,635 (5)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

16,973,635 (5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,973,635 (5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.20%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(5)Comprised of (i) an aggregate of 16,941,357 shares of common stock held by Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Healthcare Innovations Fund, L.P. and Deerfield Partners, L.P., of which Deerfield Management Company, L.P. is the investment manager and (ii) an aggregate of 33,200 shares of common stock issuable upon exercise of options (the “Leff Options”) held by Jonathan Leff, an employee of Deerfield Management Company, L.P., for the benefit, and subject to the direction, of Deerfield Management Company, L.P. The Leff Options consist of an option that was granted to Mr. Leff on July 16, 2020, an option that was granted to Mr. Leff on May 12, 2021, and an option that was granted to Mr. Leff on May 10, 2022, each of which is fully vested. The number of shares reported as being beneficially owned by Deerfield Management Company, L.P. does not include the shares of common stock issuable upon exercise of an option granted to Mr. Leff on May 9, 2023, which is unvested and will not vest within 60 days.

    

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 11 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

James E. Flynn

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

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 of America

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

16,973,635 (6)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

16,973,635 (6)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,973,635 (6)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.20%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

(6)Comprised of (i) an aggregate of 16,973,635 shares of common stock held by Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Healthcare Innovations Fund, L.P. and Deerfield Partners, L.P., of which Deerfield Management Company, L.P. is the investment manager and (ii) an aggregate of 33,200 shares of common stock issuable upon exercise of options (the “Leff Options”) held by Jonathan Leff, an employee of Deerfield Management Company, L.P., for the benefit, and subject to the direction, of Deerfield Management Company, L.P. The Leff Options consist of an option that was granted to Mr. Leff on July 16, 2020, an option that was granted to Mr. Leff on May 12, 2021, and an option that was granted to Mr. Leff on May 10, 2022, each of which is fully vested. The number of shares reported as being beneficially owned by Mr. Flynn does not include the shares of common stock issuable upon exercise of an option granted to Mr. Leff on May 9, 2023, which is unvested and will not vest within 60 days. Mr. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

    

 

 

 

This Amendment No. 7 (this “Amendment”) to Schedule 13D is filed by (i) Deerfield Private Design Fund III, L.P. (“Deerfield Private Design Fund III”), (ii) Deerfield Healthcare Innovations Fund, L.P. (“Deerfield Healthcare Innovations Fund”), (iii) Deerfield Private Design Fund IV, L.P. (“Deerfield Private Design Fund IV”), (iv) Deerfield Partners, L.P. (“Deerfield Partners”), (v) Deerfield Mgmt III, L.P. (“Deerfield Mgmt III”), (vi) Deerfield Mgmt HIF, L.P. (“Deerfield Mgmt HIF”), (vii) Deerfield Mgmt IV, L.P. (“Deerfield Mgmt IV”), (viii) Deerfield Mgmt, L.P. (“Deerfield Mgmt”), (ix) Deerfield Management Company, L.P. (“Deerfield Management”) and (x) James E. Flynn (“Flynn” and, together with Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV, Deerfield Partners, Deerfield Mgmt III, Deerfield Mgmt HIF, Deerfield Mgmt IV, Deerfield Mgmt and Deerfield Management, the “Reporting Persons”), with respect to the securities of Larimar Therapeutics, Inc. (as amended by Amendment No.1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 7, the “Schedule 13D”). Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV and Deerfield Partners are collectively referred to herein as the “Funds”.

 

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

 

This Amendment No. 7 is being filed to report the Funds’ entry into the 2024 Lockup Agreement (as defined below) in connection with the February 2024 Offering (as defined below). The issuance of shares in the February 2024 Offering is subject to the terms and conditions set forth in the underwriting agreement entered into among the Issuer and the underwriters in the February 2024 Offering and, accordingly, the number of shares reported herein does not give effect to any such issuance.

 

Item 5. Interest in Securities of the Issuer.

 

Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

 

(a)      
       
  (1) Deerfield Private Design Fund III
       
    Number of shares: 4,721,183
    Percentage of shares: 10.75%*
       
  (2)   Deerfield Healthcare Innovations Fund
       
    Number of shares: 4,721,197
    Percentage of shares: 10.75%*
       
  (3)   Deerfield Private Design Fund IV
       
    Number of shares: 4,721,200
    Percentage of shares: 10.75%*
       
  (4)   Deerfield Partners  
       
    Number of shares: 2,777,777
    Percentage of shares: 6.33%*

 

 

 

 

       
  (5) Deerfield Mgmt III  
       
    Number of shares: 4,721,183 (comprised of shares held by Deerfield Private Design Fund III)
    Percentage of shares: 10.75%*
       
  (6) Deerfield Mgmt HIF  
       
     Number of shares: 4,721,197 (comprised of shares held by Deerfield Healthcare Innovations Fund)
    Percentage of shares: 10.75%*
       
  (7) Deerfield Mgmt IV  
       
     Number of shares: 4,721,200 (comprised of shares held by Deerfield Private Design Fund)
    Percentage of shares: 10.75%*
       
       
  (8) Deerfield Mgmt  
       
    Number of shares: 2,777,777 (comprised of shares held by Deerfield Partners)
    Percentage of shares: 6.33%*
       
       
  (9) Deerfield Management  
       
    Number of shares: 16,973,635 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, Deerfield Partners and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management)
    Percentage of shares: 39.20%*
       
  (10) James E. Flynn  
       
     Number of shares: 16,973,635 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, Deerfield Partners and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management)
    Percentage of shares: 39.20%*

 

*Throughout this report, the percentage of outstanding Common Stock beneficially owned by the Reporting Persons reflects 43,905,903 shares of Common Stock outstanding as of November 12, 2023, as set forth in the Quarterly Report on Form 10-Q, filed by the Company with the Securities and Exchange Commission on November 14, 2023.

 

 

 

 

(b)    
     
  (1) Deerfield Private Design Fund III
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  4,721,183
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  4,721,183
     
  (2) Deerfield Healthcare Innovations Fund
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote: 4,721,197
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  4,721,197
     
  (3) Deerfield Private Design Fund IV
     
    Sole power to vote or direct the vote: 0
    Shared power to vote or direct the vote: 4,721,200
    Sole power to dispose or to direct the disposition: 0
    Shared power to dispose or direct the disposition: 4,721,200
     
  (4) Deerfield Partners
     
    Sole power to vote or direct the vote: 0
    Shared power to vote or direct the vote: 2,777,777
    Sole power to dispose or to direct the disposition: 0
    Shared power to dispose or direct the disposition: 2,777,777
     
  (5) Deerfield Mgmt III
     
    Sole power to vote or direct the vote: 0
    Shared power to vote or direct the vote: 4,721,183
    Sole power to dispose or to direct the disposition: 0
    Shared power to dispose or direct the disposition: 4,721,183
     
  (6) Deerfield Mgmt HIF
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  4,721,197
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition: 4,721,197
     
  (7) Deerfield Mgmt IV
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  4,721,200
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  4,721,200

 

 

 

 

     
  (8) Deerfield Mgmt
     
    Sole power to vote or direct the vote: 0
    Shared power to vote or direct the vote: 2,777,777
    Sole power to dispose or to direct the disposition: 0
    Shared power to dispose or direct the disposition: 2,777,777
     
  (9) Deerfield Management
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  16,973,635
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition: 16,973,635
     
  (10) James E. Flynn
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  16,973,635
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  16,973,635

 

James E. Flynn is the managing member of the general partner of each of Deerfield Mgmt III, Deerfield Mgmt IV, Deerfield Mgmt HIF, Deerfield Mgmt, and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III. Deerfield Mgmt HIF is the general partner of Deerfield Healthcare Innovations Fund. Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Mgmt is the general partner of Deerfield Partners. Deerfield Management is the investment manager of each of Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV and Deerfield Partners.

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended by adding the following:

 

2024 Lock-Up Agreement

 

On February 14, 2024, the Issuer announced the pricing of an underwritten public offering of its common stock (the “February 2024 Offering”). In connection with the February 2024 Offering, the Funds and representatives of the underwriters in the February 2024 Offering entered into a Lock-Up Agreement (the “2024 Lockup Agreement”), the form of which is attached hereto as Exhibit I, pursuant to which the Funds have agreed, except in limited circumstances, not to sell or transfer, or engage in swap or similar transactions with respect to, shares of Common Stock for a period of 90 days. The 2024 Lockup Agreement does not apply to any shares of Common Stock that the Funds purchase from the underwriters in the February 2024 Offering. The Funds have agreed to purchase an aggregate of 4,290,617 shares of the Common Stock offered by the Company in the February 2024 Offering at the public offering price.

 

The foregoing description of the 2024 Lockup Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text thereof.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended by adding the following Exhibit

 

I.       Form of Lock-up Agreement*

 

*Filed herewith

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 
Dated: February 15, 2024

 

  DEERFIELD PRIVATE DESIGN FUND III, L.P.
  By: Deerfield Mgmt III, L.P., General Partner
  By: J.E. Flynn Capital III, LLC, General Partner
     
  By: /s/ Jonathan Isler   
  Name: Jonathan Isler   
  Title: Attorney-in-Fact    
     
     
  DEERFIELD HEALTHCARE INNOVATIONS FUND, L.P.
  By: Deerfield Mgmt HIF, L.P., General Partner
  By: J.E. Flynn Capital HIF, LLC, General Partner
     
  By: /s/ Jonathan Isler   
    Jonathan Isler, Attorney-In-Fact
     
     
  DEERFIELD PRIVATE DESIGN FUND IV, L.P.
  By: Deerfield Mgmt IV, L.P., General Partner
  By: J.E. Flynn Capital IV, LLC, General Partner
     
  By: /s/ Jonathan Isler   
  Name: Jonathan Isler   
  Title: Attorney-in-Fact    
     
     
  DEERFIELD PARTNERS, L.P.
  By: Deerfield Mgmt, L.P., General Partner
  By: J.E. Flynn Capital, LLC, General Partner
     
  By: /s/ Jonathan Isler   
  Name: Jonathan Isler   
  Title: Attorney-in-Fact    
   
  DEERFIELD MGMT, L.P.
  By: J.E. Flynn Capital, LLC, General Partner
     
  By: /s/ Jonathan Isler   
  Name: Jonathan Isler   
  Title: Attorney-in-Fact    
     
     

 

 

 

 

     
  DEERFIELD MGMT III, L.P.
  By: J.E. Flynn Capital III, LLC, General Partner
     
  By: /s/ Jonathan Isler   
  Name: Jonathan Isler   
  Title: Attorney-in-Fact    
     
     
  DEERFIELD MGMT HIF, L.P.
  By: J.E. Flynn Capital HIF, LLC, General Partner
     
  By: /s/ Jonathan Isler   
    Jonathan Isler, Attorney-in-Fact
     
     
  DEERFIELD MGMT IV, L.P.
  By: J.E. Flynn Capital IV, LLC, General Partner
     
  By: /s/ Jonathan Isler   
  Name:  Jonathan Isler   
  Title: Attorney-in-Fact    
     
     
  DEERFIELD MANAGEMENT COMPANY, L.P.
  By: Flynn Management LLC, General Partner
     
  By: /s/ Jonathan Isler   
  Name:    Jonathan Isler   
  Title: Attorney-in-Fact      
     
     
  JAMES E. FLYNN
     
  /s/ Jonathan Isler   
  Jonathan Isler, Attorney-in-Fact