We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Gemini Therapeutics Inc | NASDAQ:GMTX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.35 | 1.09 | 1.31 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )
Disc Medicine, Inc.
(Name of Issuer)
Common Stock, $0.0001
par value per share
(Title of Class of Securities)
254604101
(CUSIP Number)
February 15, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the 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, as amended (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).
Names of reporting persons Bain Capital Life Sciences Opportunities III, LP Check the appropriate box
if a member of a group (a) ☐ (b) ☐ SEC use only Citizenship or place of
organization Delaware Number of shares beneficially owned by each reporting person with: Sole voting power 0 shares of Common Stock Shared voting power 1,990,914 shares of Common Stock (1) Sole dispositive power 0 shares of Common Stock Shared dispositive power 1,990,914 shares of Common Stock
(1) Aggregate amount beneficially owned by each reporting person 1,990,914 shares of Common Stock (1) Check if the aggregate
amount in Row (9) excludes certain shares ☐ Percent of class
represented by amount in Row (9) 9.99% (1) Type of reporting
person PN As of the date hereof, Bain Capital Life Sciences Opportunities III, LP holds 944,687 shares of Common Stock
and pre-funded warrants to purchase 1,229,224 shares of Common Stock. As a result of the Beneficial Ownership Blocker (as defined herein), beneficial ownership of Bain Capital Life Sciences Opportunities III,
LP is capped at 9.99% of the outstanding shares of Common Stock, representing 1,990,914 shares of Common Stock calculated as described herein as of the date hereof. The calculation of beneficial ownership is based on (i) 18,882,850 shares of Common Stock issued and outstanding, as reported by the Issuer in
its prospectus supplement filed with the Securities and Exchange Commission on February 14, 2023 and (ii) 1,046,227 shares of Common Stock to be issued upon the exercise of pre-funded warrants held by
Bain Capital Life Sciences Opportunities III, LP, which reflects the Beneficial Ownership Blocker.
Item 1(a). Name of Issuer The name of the issuer to which this filing on Schedule 13G relates is Disc Medicine, Inc. (the Issuer). Item 1(b). Address of Issuers Principal Executive Offices The principal executive offices of the Issuer are located at 321 Arsenal Street, Suite 101, Watertown, Massachusetts 02472. Item 2(a). Name of Person Filing This Schedule 13G
is being filed by Bain Capital Life Sciences Opportunities III, LP, a Delaware limited partnership (the Reporting Person). Bain Capital Life
Sciences Investors, LLC, a Delaware limited liability company (BCLSI), is the manager of Bain Capital Life Sciences III General Partner, LLC, a Delaware limited liability company (BCLS Fund III GP), which is the general
partner of Bain Capital Life Sciences Fund III, L.P., a Delaware limited partnership (BCLS Fund III), which is the sole member of Bain Capital Life Sciences Opportunities III GP, LLC, a Delaware limited liability company (BCLS III
Opportunities GP and, together with the Reporting Person, BCLSI, BCLS Fund III GP and BCLS Fund III, the Bain Capital Life Sciences Entities), which is the general partner of the Reporting Person. As a result, BCLSI may be deemed
to share voting and dispositive power with respect to the securities held by the Reporting Person. Item 2(b). Address of Principal Business
Office or, if None, Residence The principal business address for each of the Bain Capital Life Sciences Entities is 200 Clarendon Street, Boston,
Massachusetts 02116. Item 2(c). Citizenship Each of the Bain Capital Life Sciences Entities are organized under the laws of the State of Delaware. Item 2(d). Title of Class of Securities The
class of securities of the Issuer to which this Schedule 13G relates is Common Stock, $0.0001 par value per share (Common Stock). Item 2(e). CUSIP Number The CUSIP number of the
Common Stock is 254604101. Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a
☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act (15 U.S.C. 80a-3); ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution. Item 4. Ownership (a) Amount beneficially owned: As of the date hereof, the
Reporting Person holds 944,687 shares of Common Stock and pre-funded warrants to purchase 1,229,224 shares of Common Stock. The Reporting Person is prohibited from exercising its pre-funded warrants if, as a result of such exercise, the
Reporting Person would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the Beneficial Ownership Blocker). Accordingly, pursuant
to Rule 13d-3 of the Act and the relationships described herein, the Reporting Person may be deemed to beneficially own 9.99% of the outstanding shares of Common Stock, representing 1,990,914 shares of Common
Stock as of the date hereof. The calculation of beneficial ownership is based on (i) 18,882,850 shares of Common Stock issued and outstanding, as
reported by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission on February 14, 2023 and (ii) 1,046,227 shares of Common Stock to be issued upon the exercise of
pre-funded warrants held by the Reporting Person, which reflects the Beneficial Ownership Blocker. (b) Percent
of class: See Item 4(a) hereof. (c) Number of
shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or direct the vote: See Item 4(a) hereof (iii) Sole power to dispose or to direct
the disposition of: 0 (iv) Shared power to dispose or to
direct the disposition of: See Item 4(a) hereof
Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five
Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person Not applicable. Item 8. Identification
and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not
applicable. Item 10. Certifications By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and
correct. /s/ Ricky Sun
CUSIP No. 254604101
13G
Page
2
of 6
1
2
3
4
5
6
7
8
9
10
11
12
(1)
CUSIP No. 254604101
13G
Page
3
of 6
(a)
☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
☐
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
☐
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
CUSIP No. 254604101
13G
Page
4
of 6
(g)
(h)
(i)
(j)
(k)
CUSIP No. 254604101
13G
Page
5
of 6
CUSIP No. 254604101
13G
Page
6
of 6
Dated: February 24, 2023
Bain Capital Life Sciences Opportunities III, LP
By:
Bain Capital Life Sciences Opportunities III GP, LLC,
its general partner
By:
Bain Capital Life Sciences Fund III, L.P.,
its sole member
By:
Bain Capital Life Sciences III General Partner, LLC,
its general partner
By:
Bain Capital Life Sciences Investors, LLC,
its manager
By:
Name: Ricky Sun
Title: Partner
1 Year Gemini Therapeutics Chart |
1 Month Gemini Therapeutics Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions