Filing Details
- Accession Number:
- 0001193805-24-000244
- Form Type:
- 13D Filing
- Publication Date:
- 2024-02-15 19:00:00
- Filed By:
- Flynn James E
- Company:
- Larimar Therapeutics Inc. (NASDAQ:LRMR)
- Filing Date:
- 2024-02-16
- SEC Url:
- 13D Filing
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 | 6,151,389 | 0 | 6,151,389 | 6,151,389 | 10.07% |
| Deerfield Healthcare Innovations Fund | 0 | 4,721,197 | 0 | 4,721,197 | 4,721,197 | 7.73% |
| Deerfield Private Design Fund IV | 0 | 6,151,406 | 0 | 6,151,406 | 6,151,406 | 10.07% |
| Deerfield Partners | 0 | 4,207,982 | 0 | 4,207,982 | 4,207,982 | 6.89% |
| Deerfield Mgmt III | 0 | 6,151,389 | 0 | 6,151,389 | 6,151,389 | 10.07% |
| Deerfield Mgmt HIF | 0 | 4,721,197 | 0 | 4,721,197 | 4,721,197 | 7.73% |
| Deerfield Mgmt, IV | 0 | 6,151,406 | 0 | 6,151,406 | 6,151,406 | 10.07% |
| Deerfield Mgmt | 0 | 4,207,982 | 0 | 4,207,982 | 4,207,982 | 6.89% |
| Deerfield Management Company | 0 | 21,265,174 | 0 | 21,265,174 | 21,265,174 | 34.82% |
| James E. Flynn | 0 | 21,265,174 | 0 | 21,265,174 | 21,265,174 | 34.82% |
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. 8)*
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 16, 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
6,151,389 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
6,151,389 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,151,389 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.07% | ||
| 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)
7.73% | ||
| 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
6,151,406 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
6,151,406 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,151,406 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.07% | ||
| 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
4,207,982 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
4,207,982 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,207,982 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.89% | ||
| 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
6,151,389 (1) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
6,151,389 (1) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,151,389 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.07% | ||
| 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)
7.73% | ||
| 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
6,151,406 (3) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
6,151,406 (3) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,151,406 (3) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.07% | ||
| 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
4,207,982 (4) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
4,207,982 (4) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,207,982 (4) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.89% | ||
| 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
21,265,174 (5) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
21,265,174 (5) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,265,174 (5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.82% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
| (5) | Comprised of (i) an aggregate of 21,231,974 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
21,265,174 (6) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
21,265,174 (6) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,265,174 (6) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.82% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
| (6) | Comprised of (i) an aggregate of 21,231,974 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. 8 (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, Amendment No. 7 and this Amendment No. 8, 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the following:
On February 16, 2024, Deerfield Private Design Fund III, Deerfield Private Design Fund IV and Deerfield Partners purchased 1,430,206, 1,430,206 and 1,430,205 shares of Common Stock (collectively, the “February 2024 Shares”), respectively, at a price of $8.74 per share, or aggregate purchase prices of $12,500,000.40, $12,500,000.40 and $12,499,991.17, respectively. Each Fund utilized available cash assets to acquire the February 2024 Shares.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following:
Each Fund acquired its February 2024 Shares for investment purposes in an underwritten offering conducted by the Company (the “February 2024 Offering”) pursuant to the Prospectus Supplement, dated as of February 14, 2024, to the Issuer’s Prospectus, dated as of November 21, 2022 (the “February 2024 Offering”).
Item 5. Interest in Securities of the Issuer.
Items 5(a), 5(b) and 5(c) 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: | 6,151,389 | ||
| Percentage of shares: | 10.07%* | ||
| (2) | Deerfield Healthcare Innovations Fund | ||
| Number of shares: | 4,721,197 | ||
| Percentage of shares: | 7.73%* | ||
| (3) | Deerfield Private Design Fund IV | ||
| Number of shares: | 6,151,406 | ||
| Percentage of shares: | 10.07%* | ||
| (4) | Deerfield Partners | ||
| Number of shares: | 4,207,982 | ||
| Percentage of shares: | 6.89%* | ||
| (5) | Deerfield Mgmt III | ||
| Number of shares: | 6,151,389 (comprised of shares held by Deerfield Private Design Fund III) | ||
| Percentage of shares: | 10.07%* | ||
| (6) | Deerfield Mgmt HIF | ||
| Number of shares: | 4,721,197 (comprised of shares held by Deerfield Healthcare Innovations Fund) | ||
| Percentage of shares: | 7.73%* | ||
| (7) | Deerfield Mgmt IV | ||
| Number of shares: | 6,151,406 (comprised of shares held by Deerfield Private Design Fund) | ||
| Percentage of shares: | 10.07%* | ||
| (8) | Deerfield Mgmt | ||
| Number of shares: | 4,207,982 (comprised of shares held by Deerfield Partners) | ||
| Percentage of shares: | 6.89%* | ||
| (9) | Deerfield Management | ||
| Number of shares: | 21,265,174 (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: | 34.82%* | ||
| (10) | James E. Flynn | ||
| Number of shares: | 21,265,174 (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: | 34.82%* | ||
*Throughout this report, the percentage of outstanding Common Stock beneficially owned by the Reporting Persons reflects 61,068,375 shares of Common Stock outstanding, including shares issued in the February 2024 Offering, based on information set forth in the Prospectus Supplement, dated as of February 14, 2024, filed by the Company with the Securities and Exchange Commission on February 14, 2024.
| (b) | ||
| (1) | Deerfield Private Design Fund III | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 6,151,389 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 6,151,389 | ||
| (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: 6,151,406 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 6,151,406 | ||
| (4) | Deerfield Partners | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 4,207,982 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 4,207,982 | ||
| (5) | Deerfield Mgmt III | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 6,151,389 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 6,151,389 | ||
| (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: 6,151,406 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 6,151,406 | ||
| (8) | Deerfield Mgmt | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 4,207,982 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 4,207,982 | ||
| (9) | Deerfield Management | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 21,265,174 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 21,265,174 | ||
| (10) | James E. Flynn | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 21,265,174 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 21,265,174 |
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.
(c) Except as set forth in Item 3 of this Schedule 13D, no Reporting Person has effected any transactions in the Common Stock during the past 60 days.
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 16, 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 | ||