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. ☐
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).
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
Global Life Bioventure V S.à r.l. (“Global Life”)
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ (1)
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
|
☐
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
1,371,494
shares, except that
each of (i) Omega Fund V, L.P., the sole owner of Global Life (“Omega Fund”), (ii) Omega Fund V GP, L.P., the general
partner of Omega Fund (“Omega GP”) and (iii) Omega Fund V G.P. Manager, Ltd., the general partner of Omega GP (“Omega
Ltd”), may be deemed to have sole voting power with respect to the shares, and Richard Lim (“Lim”), Otello Stampacchia
(“Stampacchia”) Claudio Nessi (“Nessi”) and Anne-Mari Paster (“Paster”), the directors of
Omega Ltd, may be deemed to have shared power to vote these shares
|
|
|
8.
|
SHARED VOTING POWER
See response to row 7.
|
|
|
9.
|
SOLE DISPOSITIVE POWER
1,371,494 shares, except that each of (i) Omega Fund, (ii) Omega GP and (iii) Omega Ltd may be deemed
to have sole dispositive power with respect to the shares, and Lim, Stampacchia, Nessi and Paster, the directors of Omega Ltd,
may be deemed to have shared dispositive power with respect to the shares.
|
|
|
10.
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,494
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.56
%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
(1) This Schedule 13D is filed by Global Life, Omega Fund, Omega
GP, Omega Ltd, Lim, Stampacchia, Nessi and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general
partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and
Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia, Nessi and Paster are the directors
of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the
shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange
Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Lim, Stampacchia, Nessi and
Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.
(2) Based upon 10,114,611 shares of Common Stock outstanding
as of April 12, 2019.
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
Omega Fund V, L.P.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ (1)
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
|
☐
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
1,371,494
shares, all of which
are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and
Omega Ltd, the general partner of Omega GP , may be deemed to have sole voting power with respect to the shares, and Lim, Stampacchia,
Nessi and Paster, the directors of Omega Ltd, may be deemed to have shared power to vote these shares.
|
|
|
8.
|
SHARED VOTING POWER
See response to row 7.
|
|
|
9.
|
SOLE DISPOSITIVE POWER
1,371,494 shares,
all of which
are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and
Omega Ltd, the general partner of Omega GP , may be deemed to have dispositive voting power with respect to the shares, and Lim,
Stampacchia, Nessi and Paster, the directors of Omega Ltd, may be deemed to have shared dispositive with respect to the shares.
|
|
|
10.
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,494
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.56
%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
(1) This Schedule 13D is filed by Global Life, Omega Fund, Omega
GP, Omega Ltd, Lim, Stampacchia, Nessi and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general
partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and
Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia, Nessi and Paster are the directors
of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the
shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange
Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Lim, Stampacchia, Nessi and
Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.
(2) Based upon 10,114,611 shares of Common Stock outstanding
as of April 12, 2019.
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
Omega Fund V GP, L.P.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ (1)
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
|
☐
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
1,371,494
shares, all of which
are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and
Omega Ltd, the general partner of Omega GP , may be deemed to have sole voting power with respect to the shares, and Lim, Stampacchia,
Nessi and Paster, the directors of Omega Ltd, may be deemed to have shared power to vote these shares.
|
|
|
8.
|
SHARED VOTING POWER
See response to row 7.
|
|
|
9.
|
SOLE DISPOSITIVE POWER
1,371,494 shares,
all of which
are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and
Omega Ltd, the general partner of Omega GP , may be deemed to have dispositive voting power with respect to the shares, and Lim,
Stampacchia, Nessi and Paster, the directors of Omega Ltd, may be deemed to have shared dispositive with respect to the shares.
|
|
|
10.
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,494
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.56
%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
(1) This Schedule 13D is filed by Global Life, Omega Fund, Omega
GP, Omega Ltd, Lim, Stampacchia, Nessi and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general
partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and
Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia, Nessi and Paster are the directors
of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the
shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange
Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Lim, Stampacchia, Nessi and
Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.
(2) Based upon 10,114,611 shares of Common Stock outstanding
as of April 12, 2019.
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
Omega Fund V G.P. Manager, Ltd.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ (1)
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
|
☐
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
1,371,494
shares, all of which
are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and
Omega Ltd, the general partner of Omega GP , may be deemed to have sole voting power with respect to the shares, and Lim, Stampacchia,
Nessi and Paster, the directors of Omega Ltd, may be deemed to have shared power to vote these shares.
|
|
|
8.
|
SHARED VOTING POWER
See response to row 7.
|
|
|
9.
|
SOLE DISPOSITIVE POWER
1,371,494 shares,
all of which
are directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and
Omega Ltd, the general partner of Omega GP , may be deemed to have dispositive voting power with respect to the shares, and Lim,
Stampacchia, Nessi and Paster, the directors of Omega Ltd, may be deemed to have shared dispositive with respect to the shares.
|
|
|
10.
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,494
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.56
%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
(1) This Schedule 13D is filed by Global Life, Omega Fund, Omega
GP, Omega Ltd, Lim, Stampacchia, Nessi and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general
partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and
Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia, Nessi and Paster are the directors
of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the
shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange
Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Lim, Stampacchia, Nessi and
Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.
(2) Based upon 10,114,611 shares of Common Stock outstanding
as of April 12, 2019.
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
Richard Lim
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ (1)
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
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
1,371,494
all of which are
directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega
Ltd, the general partner of Omega GP , may be deemed to have sole voting power with respect to the shares, and Lim, a director
of Omega Ltd and the Class A Manager of Global Life, may be deemed to have shared power to vote these shares.
|
|
|
9.
|
SOLE DISPOSITIVE POWER
0 shares
|
|
|
10.
|
SHARED DISPOSITIVE POWER
1,371,494
all of which are
directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega
Ltd, the general partner of Omega GP , may be deemed to have sole dispositive power with respect to the shares, and Lim, a director
of Omega Ltd and the Class A Manager of Global Life, may be deemed to have shared dispositive power with respect to the shares.
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,494
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.56
%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
(1) This Schedule 13D is filed by Global Life, Omega Fund, Omega
GP, Omega Ltd, Lim, Stampacchia, Nessi and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general
partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and
Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia, Nessi and Paster are the directors
of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the
shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange
Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Lim, Stampacchia, Nessi and
Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.
(2) Based upon 10,114,611 shares of Common Stock outstanding
as of April 12, 2019.
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
Otello Stampacchia
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ (1)
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
|
☐
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0 shares
|
|
|
8.
|
SHARED VOTING POWER
1,371,494
all of which are
directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega
Ltd, the general partner of Omega GP , may be deemed to have sole voting power with respect to the shares, and Stampacchia, a
director of Omega Ltd, may be deemed to have shared power to vote these shares.
|
|
|
9.
|
SOLE DISPOSITIVE POWER
0 shares
|
|
|
10.
|
SHARED DISPOSITIVE POWER
1,371,494
all of which are
directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega
Ltd, the general partner of Omega GP , may be deemed to have sole dispositive power with respect to the shares, and Stampacchia,
a director of Omega Ltd, may be deemed to have shared dispositive power with respect to the shares.
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,494
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.56
%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
(1) This Schedule 13D is filed by Global Life, Omega Fund, Omega
GP, Omega Ltd, Lim, Stampacchia, Nessi and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general
partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and
Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia, Nessi and Paster are the directors
of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the
shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange
Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Lim, Stampacchia, Nessi and
Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.
(2) Based upon 10,114,611 shares of Common Stock outstanding
as of April 12, 2019.
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
Claudio Nessi
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ (1)
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
|
☐
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0 shares
|
|
|
8.
|
SHARED VOTING POWER
1,371,494
all of which are
directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega
Ltd, the general partner of Omega GP , may be deemed to have sole voting power with respect to the shares, and Nessi, a director
of Omega Ltd, may be deemed to have shared power to vote these shares.
|
|
|
9.
|
SOLE DISPOSITIVE POWER
0 shares
|
|
|
10.
|
SHARED DISPOSITIVE POWER
1,371,494
all of which are
directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega
Ltd, the general partner of Omega GP , may be deemed to have sole dispositive power with respect to the shares, and Nessi, a director
of Omega Ltd, may be deemed to have shared dispositive power with respect to the shares.
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,494
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.56
%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
(1) This Schedule 13D is filed by Global Life, Omega Fund, Omega
GP, Omega Ltd, Lim, Stampacchia, Nessi and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general
partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and
Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia, Nessi and Paster are the directors
of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the
shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange
Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Lim, Stampacchia, Nessi and
Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.
(2) Based upon 10,114,611 shares of Common Stock outstanding
as of April 12, 2019.
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
Anne-Mari Paster
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ (1)
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
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
1,371,494
all of which are
directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega
Ltd, the general partner of Omega GP , may be deemed to have sole voting power with respect to the shares, and Paster, a director
of Omega Ltd, may be deemed to have shared power to vote these shares.
|
|
|
9.
|
SOLE DISPOSITIVE POWER
0 shares
|
|
|
10.
|
SHARED DISPOSITIVE POWER
1,371,494
all of which are
directly owned by Global Life. Omega Fund, the sole owner of Global Life, Omega GP, the general partner of Omega Fund and Omega
Ltd, the general partner of Omega GP , may be deemed to have sole dispositive power with respect to the shares, and Paster, a
director of Omega Ltd, may be deemed to have shared dispositive power with respect to the shares.
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,494
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
|
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.56
%
(2)
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14.
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TYPE OF REPORTING PERSON
IN
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(1) This Schedule 13D is filed by Global Life, Omega Fund, Omega
GP, Omega Ltd, Lim, Stampacchia, Nessi and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general
partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and
Omega Ltd may be deemed to own beneficially the shares held by Global Life. Lim, Stampacchia, Nessi and Paster are the directors
of Omega Ltd, and Lim is also the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the
shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange
Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Lim, Stampacchia, Nessi and
Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.
(2) Based upon 10,114,611 shares of Common Stock outstanding
as of April 12, 2019.
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Item 1
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Security and Issuer
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The class of security to which this statement relates is common stock, par value $0.0001 per share of the Company (“Common Stock”), which is organized under the laws of the State of Delaware. The address of the principal executive office of the Company is Am Klopferspitz 19, 82152 Martinsried, Germany.
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Item 2
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Identity and Background
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This Schedule is filed by Global Life BioVenture V, S.à
r.l, a limited liability company organized under the laws of Luxembourg (“Global Life”), Omega Fund V, L.P. , a Cayman
Islands exempted limited partnership (“Omega Fund”), Omega Fund V GP, L.P., a Cayman Islands exempted limited partnership
(“Omega GP”), Omega Fund V G.P. Manager, Ltd., a Cayman Islands exempted company (“Omega Ltd”), Richard
Lim (“Lim”), Claudio Nessi (“Nessi”), Anne-Mari Paster (“Paster) and Otello Stampacchia (“Stampacchia”).
The foregoing entities and individuals are collectively referred to as the “Reporting Persons” and individually as
a “Reporting Person”.
The address of the principal business office of Global Life
is 37 Rue d’Anvers, Floor 1, Luxembourg City, Luxembourg L-1130. The address of the principal business office of Omega Fund,
Omega GP, Omega Ltd, Lim, Paster, Nessi and Stampacchia is c/o Omega Fund Management, LLC, 185 Dartmouth Street, Suite 502, Boston,
MA 02116.
During the last five years, the Reporting Person has
not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that resulted in such person being subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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Item 3
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Source and Amount of Funds or Other Consideration
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On April 12, 2019 (the “Closing Date”), pursuant to an Exchange Agreement, dated as of January 6, 2019, between the Issuer (then known as Vital Therapies, Inc.), Immunic AG (“Immunic”), and the shareholders of Immunic party thereto (the “Exchange Agreement”), the holders of Immunic ordinary shares exchanged all of their outstanding shares for shares of Issuer common stock, resulting in Immunic becoming a wholly-owned subsidiary of the Issuer (the “Transaction”). Immediately following the Transaction, the Issuer changed its name to “Immunic, Inc.” In connection with the Transaction, the Reporting Person acquired 1,371,494 shares of Common Stock.
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Item 4
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Purpose of Transaction
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The disclosure provided in Item 3 above is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer
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(a)
As of the close of business on the date hereof, the Reporting Person beneficially owned an aggregate of
1,371,494
shares
of Common Stock, constituting approximately 13.56% of the shares of common stock outstanding.
(b)
The Reporting Person has:
(i) Sole power
to vote or to direct vote:
See Row 7 of cover page for each Reporting Person
(ii) Shared
power to vote or to direct the vote:
See Row 8 of cover page for each Reporting Person
(iii) Sole
power to dispose or to direct the disposition of:
See Row 9 of cover page for each Reporting Person
(iv) Shared
power to dispose or to direct the disposition of:
See Row 10 of cover page for each Reporting Person
(c)
Not applicable
(d) Not applicable
(e) Not applicable
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The Reporting Person entered into a lock-up agreement with the Issuer pursuant to which it has agreed not to, except in certain limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, the Common Stock, in each case from the Closing Date until the date that is 180 days from the Closing Date.
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Item 7.
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Material to be Filed as Exhibits
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Not applicable.
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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.
Dated: April 22, 2019
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Signature:
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Global Life Bioventure V, S.à r.l.
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By:
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/s/ Richard Lim
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Name:
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Richard Lim
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Title:
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Class A Manager
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By:
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/s/ Matthijs Bogers
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Name:
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Matthijs Bogers
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Title:
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Class B Manager
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Omega Fund V, L.P.
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By:
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Omega Fund V GP, L.P.
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Its:
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General Partner
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By:
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Omega Fund V GP Manager, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard Lim
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Name:
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Richard Lim
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Title:
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Director
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Omega Fund V GP, L.P.
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By:
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Omega Fund V GP Manager, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard Lim
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Name:
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Richard Lim
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Title:
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Director
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Omega Fund V GP Manager, Ltd.
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By:
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/s/ Richard Lim
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Name:
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Richard Lim
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Title:
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Director
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Richard Lim
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By:
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/s/ Richard Lim
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Name:
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Richard Lim
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Otello Stampacchia
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By:
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/s/ Otello Stampacchia
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Name:
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Otello Stampacchia
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Claudio Nessi
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By:
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/s/ Claudio Nessi
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Name:
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Claudio Nessi
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Anne-Mari Paster
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By:
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/s/ Anne-Mari Paster
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Name:
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Anne-Mari Paster
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EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13D (or
any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that
this Agreement shall be filed as an exhibit to such Schedule 13D.
Date: April 22, 2019
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Global Life Bioventure V, S.à r.l.
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By:
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/s/ Richard Lim
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Name:
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Richard Lim
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Title:
|
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Class A Manager
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By:
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/s/ Matthijs Bogers
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Name:
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Matthijs Bogers
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Title:
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Class B Manager
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Omega Fund V, L.P.
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By:
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Omega Fund V GP, L.P.
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Its:
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General Partner
|
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By:
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Omega Fund V GP Manager, Ltd.
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Its:
|
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General Partner
|
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|
|
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By:
|
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/s/ Richard Lim
|
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Name:
|
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Richard Lim
|
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Title:
|
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Director
|
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Omega Fund V GP, L.P.
|
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By:
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Omega Fund V GP Manager, Ltd.
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Its:
|
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General Partner
|
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|
|
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By:
|
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/s/ Richard Lim
|
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Name:
|
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Richard Lim
|
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Title:
|
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Director
|
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Omega Fund V GP Manager, Ltd.
|
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|
|
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By:
|
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/s/ Richard Lim
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Name:
|
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Richard Lim
|
|
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Title:
|
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Director
|
|
|
Richard Lim
|
|
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By:
|
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/s/ Richard Lim
|
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Name:
|
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Richard Lim
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Otello Stampacchia
|
|
|
|
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By:
|
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/s/ Otello Stampacchia
|
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Name:
|
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Otello Stampacchia
|
|
|
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Claudio Nessi
|
|
|
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By:
|
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/s/ Claudio Nessi
|
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Name:
|
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Claudio Nessi
|
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Anne-Mari Paster
|
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|
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By:
|
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/s/ Anne-Mari Paster
|
|
|
Name:
|
|
Anne-Mari Paster
|