Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Disc Medicine, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

254604101

(CUSIP Number)

Alejandro Moreno

Langhorne S. Perrow

c/o Access Industries, Inc.

40 West 57^th Street, 28th Floor

New York, New York 10019

(212) 247-6400

with copies to:

Nicholas P. Pellicani

Debevoise & Plimpton LLP

65 Gresham Street

EC2V 7NQ

London

+ 44 20 7786 9000

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

February 15, 2023

(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.   ☐

 

 

 

CUSIP No. 254604101

 

1		NAME OF REPORTING PERSON.     AI DMI 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)     SC, AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     State of Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     3,141,759 shares
				8		SHARED VOTING POWER     0 shares
				9		SOLE DISPOSITIVE POWER     3,141,759 shares
				10		SHARED DISPOSITIVE POWER     0 shares

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,141,759 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);     16.64%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO (Limited Liability Company)

 

(1)

Based on 18,882,850 shares of Common Stock outstanding, as of February 15, 2023, as reported in the Issuers Prospectus Supplement pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission (the SEC) on February 14, 2023, and after giving effect to the Issuers offering of Common Stock.

CUSIP No. 254604101

 

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)     SC, 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 shares
				8		SHARED VOTING POWER     3,141,759 shares
				9		SOLE DISPOSITIVE POWER     0 shares
				10		SHARED DISPOSITIVE POWER     3,141,759 shares

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,141,759 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);     16.64%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO (Limited Liability Company)

 

(1)	Based on 18,882,850 shares of Common Stock outstanding, as of February 15, 2023, as reported in the Issuers Prospectus Supplement pursuant to Rule 424(b)(5) filed with the SEC on February 14, 2023, and after giving effect to the Issuers offering of Common Stock.

CUSIP No. 254604101

 

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)     SC, AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     State of Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     0 shares
				8		SHARED VOTING POWER     3,141,759 shares
				9		SOLE DISPOSITIVE POWER     0 shares
				10		SHARED DISPOSITIVE POWER     3,141,759 shares

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,141,759 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);     16.64%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO (Limited Liability Company)

 

(1)	Based on 18,882,850 shares of Common Stock outstanding, as of February 15, 2023, as reported in the Issuers Prospectus Supplement pursuant to Rule 424(b)(5) filed with the SEC on February 14, 2023, and after giving effect to the Issuers offering of Common Stock.

CUSIP No. 254604101

 

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)     SC, 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 shares
				8		SHARED VOTING POWER     3,141,759 shares
				9		SOLE DISPOSITIVE POWER     0 shares
				10		SHARED DISPOSITIVE POWER     3,141,759 shares

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,141,759 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);     16.64%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IN

 

(1)	Based on 18,882,850 shares of Common Stock outstanding, as of February 15, 2023, as reported in the Issuers Prospectus Supplement pursuant to Rule 424(b)(5) filed with the SEC on February 14, 2023, and after giving effect to the Issuers offering of Common Stock.

CONTINUATION PAGES TO AMENDMENT NO. 1 TO SCHEDULE 13D

This Amendment No. 1 to Schedule 13D is being filed by AI DMI LLC (AI DMI), 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 the common stock, par value $0.0001 per share (the Common Stock), of Disc Medicine, Inc. (the Issuer).    The shares of Common Stock of the Issuer are listed on the Nasdaq Global Market under the symbol IRON.

The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the SEC) on January 9, 2023 (the Schedule), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 1. 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 3

Source and Amount of Funds or Other Considerations

The disclosure in Item 3 to the Schedule is hereby supplemented by adding the following at the end thereof:

On February 15, 2023, AI DMI purchased an aggregate of 434,783 shares of Common Stock, at a purchase price of $23.00 per share pursuant to the prospectus filed with the SEC pursuant to Rule 424(b)(5) in a registered direct offering (the Offering). AI DMI funded the purchase of such shares using capital contributed from affiliated entities, which funded that capital using cash on hand.

 

Item 5

Interest in Securities of the Issuer

Item 5 to the Schedule is hereby amended and restated as follows:

(a) and (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 Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference.

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.

3,141,759 shares of Common Stock are owned directly by AI DMI and may be deemed to be beneficially owned by AIH, AIM and Mr. Blavatnik because (i) Len Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH, (ii) AIM controls AIH and (iii) AIH indirectly controls all of the outstanding voting interests in AI DMI. Each of the Reporting Persons (other than AI DMI), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

(c) The following transactions in the Issuers securities have been effected by Reporting Persons within the 60 days prior to this filing:

The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6

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

Item 6 of the Schedule is hereby supplemented by adding the following at the end thereof:

Securities Purchase Agreement

On February 13, 2023, AI DMI entered into a securities purchase agreement (the Purchase Agreement) with the Issuer and the other investors identified therein. Pursuant to the Purchase Agreement, the Issuer agreed to sell and issue to AI DMI, and AI DMI agreed to purchase, an aggregate of 434,783 shares of Common Stock, at a purchase price of $23.00 per share in the Offering.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 99.5 and incorporated herein by reference.

 

Item 7

Materials to Be Filed as Exhibits

The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:

 

Exhibit		Description
99.5		Securities Purchase Agreement, dated as of February 13, 2023, by and among Disc Medicine, Inc. and the investors identified therein (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2023).
99.6		Joint Filing Agreement, dated as of February 16, 2023.

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.

Date: February 17th, 2023

 

AI DMI LLC						By: Access Industries Management, LLC, its Manager   /s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President
ACCESS INDUSTRIES HOLDINGS LLC						By: Access Industries Management LLC, its Manager   /s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President
ACCESS INDUSTRIES MANAGEMENT, LLC						/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President
						/s/ * Name: Leonard Blavatnik

 

*	The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.