Filing Details
- Accession Number:
- 0001209191-21-012354
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-02-19 16:20:36
- Reporting Period:
- 2021-02-17
- Accepted Time:
- 2021-02-19 16:20:36
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1538210 | Neximmune Inc. | NEXI | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1247015 | J Sol Barer | C/O Neximmune, Inc. 9119 Gaither Road Gaithersburg MD 20877 | Yes | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2021-02-17 | 800,182 | $0.00 | 1,367,814 | No | 4 | C | Direct | |
| Common Stock | Acquisiton | 2021-02-17 | 894,036 | $0.00 | 894,036 | No | 4 | C | Indirect | Held by B&S NexImmune Holdco LLC |
| Common Stock | Acquisiton | 2021-02-17 | 164,408 | $0.00 | 1,058,444 | No | 4 | C | Indirect | Held by B&S NexImmune Holdco LLC |
| Common Stock | Acquisiton | 2021-02-17 | 82,204 | $0.00 | 1,140,648 | No | 4 | C | Indirect | Held by B&S NexImmune Holdco LLC |
| Common Stock | Acquisiton | 2021-02-17 | 337,365 | $0.00 | 1,478,013 | No | 4 | C | Indirect | Held by B&S NexImmune Holdco LLC |
| Common Stock | Acquisiton | 2021-02-17 | 60,000 | $17.00 | 1,538,013 | No | 4 | P | Indirect | Held by B&S NexImmune Holdco LLC |
| Common Stock | Acquisiton | 2021-02-17 | 217,570 | $0.00 | 346,577 | No | 4 | C | Indirect | Held by Joshua Barer |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | C | Indirect | Held by B&S NexImmune Holdco LLC |
| No | 4 | C | Indirect | Held by B&S NexImmune Holdco LLC |
| No | 4 | C | Indirect | Held by B&S NexImmune Holdco LLC |
| No | 4 | C | Indirect | Held by B&S NexImmune Holdco LLC |
| No | 4 | P | Indirect | Held by B&S NexImmune Holdco LLC |
| No | 4 | C | Indirect | Held by Joshua Barer |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series A Preferred Stock | Disposition | 2021-02-17 | 800,182 | $0.00 | 800,182 | $0.00 |
| Common Stock | Series A Preferred Stock | Disposition | 2021-02-17 | 894,036 | $0.00 | 894,036 | $0.00 |
| Common Stock | Series A2 Preferred Stock | Disposition | 2021-02-17 | 164,408 | $0.00 | 164,408 | $0.00 |
| Common Stock | Series A3 Preferred Stock | Disposition | 2021-02-17 | 82,204 | $0.00 | 82,204 | $0.00 |
| Common Stock | Convertible Promissory Note | Disposition | 2021-02-17 | 0 | $0.00 | 337,365 | $0.00 |
| Common Stock | Series A Preferred Stock | Disposition | 2021-02-17 | 217,570 | $0.00 | 217,570 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect |
Footnotes
- The shares of preferred stock automatically converted into common stock immediately upon completion of the Issuer's initial public offering on a 1-for-1 basis.
- Mr. Barer is the father of Joshua Barer, who is the sole manager of B&S NexImmune Holdco LLC and has sole voting and dispositive control over the shares held by B&S NexImmune Holdco LLC. Mr. Sol Barer is also a member of Barer & Son Capital, LLC, which is a member of B&S NexImmune Holdco LLC, but he does not have voting or dispositive control over the shares held by B&S NexImmune Holdco LLC. Mr. Sol Barer disclaims beneficial ownership of the securities held by B&S NexImmune Holdco LLC except to the extent of his pecuniary interest therein.
- On February 17, 2021 (the "Closing"), the convertible promissory notes (the "Notes") became automatically convertible into shares of the Issuer's common stock. At the Closing, the principal amount of the Notes, plus accrued but unpaid interest thereon through February 17, 2021, converted into shares of the Issuer's common stock by dividing the principal and accrued but unpaid interest under such Note by the price per share obtained by dividing $125,000,000 by the Company's fully-diluted capitalization immediately prior to the IPO, assuming exercise or conversion of all convertible securities of the Company but excluding any shares issuable upon conversion of the Notes.
- Reflects shares purchased in the Issuer's initial public offering.
- Mr. Barer is the father of Joshua Barer. Mr. Sol Barer disclaims beneficial ownership of the securities held by Joshua Barer except to the extent of his pecuniary interest therein.
- The shares of preferred stock were convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering.
- Not applicable.
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