0000899243-23-000460.txt : 20230103
0000899243-23-000460.hdr.sgml : 20230103
20230103212624
ACCESSION NUMBER: 0000899243-23-000460
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221229
FILED AS OF DATE: 20230103
DATE AS OF CHANGE: 20230103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 23504190
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP VI LLC
CENTRAL INDEX KEY: 0001682115
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 23504189
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP VIII LLC
CENTRAL INDEX KEY: 0001845804
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 23504188
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Genesis GP LLC
CENTRAL INDEX KEY: 0001808744
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 23504187
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Disc Medicine, Inc.
CENTRAL INDEX KEY: 0001816736
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 851613057
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 300 ONE KENDALL SQUARE, 3RD FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: (617) 401-4400
MAIL ADDRESS:
STREET 1: 300 ONE KENDALL SQUARE, 3RD FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
FORMER COMPANY:
FORMER CONFORMED NAME: Gemini Therapeutics, Inc. /DE
DATE OF NAME CHANGE: 20210209
FORMER COMPANY:
FORMER CONFORMED NAME: FS Development Corp.
DATE OF NAME CHANGE: 20200702
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-12-29
0
0001816736
Disc Medicine, Inc.
IRON
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001682115
OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001845804
OrbiMed Capital GP VIII LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001808744
OrbiMed Genesis GP LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
Common Stock
2022-12-29
4
J
0
284876
A
284876
I
See footnote
Common Stock
2022-12-29
4
J
0
582622
A
582622
I
See footnote
Common Stock
2022-12-29
4
J
0
153936
A
736558
I
See footnote
Common Stock
2022-12-29
4
J
0
1139507
A
1139507
I
See footnote
Gemini Therapeutics, Inc. (" Gemini"), and Disc Medicine Opco, Inc. (f/k/a Disc Medicine, Inc.) ("Disc"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), on August 9, 2022, pursuant to which, among other matters, a direct, wholly owned subsidiary of Gemini, Gemstone Merger Sub, Inc. ("Merger Sub"), merged with and into Disc, with Disc surviving as a wholly owned subsidiary of Gemini, and the surviving corporation of the merger, which transaction is referred to herein as the merger. The merger closed on December 29, 2022. Following the effectiveness of the merger on December 29, 2022, the surviving corporation changed its name from Gemini to Disc Medicine, Inc. (the "Issuer").
(Continued from footnote 1) Upon the closing of the merger, each share of Disc common stock (after giving effect to the conversion of each share of Disc's preferred stock into Disc common stock and including all such shares that are converted into Disc common stock) was converted into the right to receive a number of shares of Gemini common stock equal to an exchange ratio of 0.1096.
These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis Master Fund and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund.
These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI.
These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII.
This report on Form 4 is jointly filed by OrbiMed Advisors, Genesis GP, GP VI, and GP VIII. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors, GP VI, and GP VIII have designated a representative, Mona Ashiya ("Ashiya"), an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
On December 29, 2022, Gemini effected a 1-for-10 reverse stock split of its common stock.
OrbiMed Advisors LLC, By: /s/ Douglas Coon Name: Douglas Coon Title: Chief Compliance Officer
2023-01-03
OrbiMed Capital GP VI LLC , by: OrbiMed Advisors LLC, By: /s/ Douglas Coon Name: Douglas Coon Title: Chief Compliance Officer
2023-01-03
OrbiMed Genesis GP LLC, by: OrbiMed Advisors LLC, By: /s/ Douglas Coon Name: Douglas Coon Title: Chief Compliance Officer
2023-01-03
OrbiMed Capital GP VIII LLC, by: OrbiMed Advisors LLC, By: /s/ Douglas Coon Name: Douglas Coon Title: Chief Compliance Officer
2023-01-03