0001144204-19-019101.txt : 20190410 0001144204-19-019101.hdr.sgml : 20190410 20190410172153 ACCESSION NUMBER: 0001144204-19-019101 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190410 DATE AS OF CHANGE: 20190410 GROUP MEMBERS: PETER KOLCHINSKY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InflaRx N.V. CENTRAL INDEX KEY: 0001708688 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90181 FILM NUMBER: 19742312 BUSINESS ADDRESS: STREET 1: WINZERLAER STR. 2 CITY: JENA STATE: 2M ZIP: 07745 BUSINESS PHONE: 49 3641 508180 MAIL ADDRESS: STREET 1: WINZERLAER STR. 2 CITY: JENA STATE: 2M ZIP: 07745 FORMER COMPANY: FORMER CONFORMED NAME: Fireman B.V. DATE OF NAME CHANGE: 20170606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001346824 IRS NUMBER: 830406777 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 20 PARK PLAZA, SUITE 1200 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 20 PARK PLAZA, SUITE 1200 CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 tv518655_sc13ga.htm SC 13G/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

(Amendment No. 3)*

 

InflaRx N.V.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
N44821101
(CUSIP Number)
 
March 31, 2019
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

xRule 13d-1(b)
¨Rule 13d-1(c)
¨Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

 

 

 

CUSIP No. N44821101 13G

 

  1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

RA Capital Management, LLC

  
       
  2. Check the Appropriate Box if a Member of a Group (See Instructions)  
    (a)       ¨  
    (b)       ¨  
       
  3. SEC Use Only  
       
  4. Citizenship or Place of Organization         Massachusetts  
       

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With		 5. Sole Voting Power                           0 shares

 

6. Shared Voting Power                       2,810,708 shares

 

7. Sole Dispositive Power                    0 shares

 

8. Shared Dispositive Power                2,810,708 shares

     
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,810,708 shares

 

  10.

Check if the Aggregate Amount in Row (9) Excludes ¨

Certain Shares (See Instructions)

 
  11.

Percent of Class Represented by Amount in Row (9)

10.8%1

 

  12.

Type of Reporting Person (See Instructions)

IA

 

 

1 The percentage calculation assumes that there are currently 25,964,379 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 20-F as filed with the Securities and Exchange Commission (“SEC”) on March 28, 2019.

 

 

 

 

CUSIP No. N44821101 13G

 

  1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Peter Kolchinsky

  
       
  2. Check the Appropriate Box if a Member of a Group (See Instructions)  
    (a)       ¨  
    (b)       ¨  
       
  3. SEC Use Only  
       
  4. Citizenship or Place of Organization         United States  
       

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With		 5. Sole Voting Power 0 shares
   
6. Shared Voting Power                      2,810,708 shares
 
7. Sole Dispositive Power                  0 shares
 
8. Shared Dispositive Power              2,810,708 shares

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,810,708 shares

 
  10.

Check if the Aggregate Amount in Row (9) Excludes ¨

Certain Shares (See Instructions)

 
  11.

Percent of Class Represented by Amount in Row (9)

10.8%2  

 
  12.

Type of Reporting Person (See Instructions)

IN  

 

 

2 The percentage calculation assumes that there are currently 25,964,379 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 20-F as filed with the Securities and Exchange Commission (“SEC”) on March 28, 2019.

 

 

 

 

CUSIP No. N44821101 13G

 

Item 1.

 

(a)        Name of Issuer: InflaRx N.V. (the “Issuer”).

 

(b)       Address of the Issuer’s Principal Executive Offices: Winzerlaer Strasse 2, 07745 Jena, Germany.

 

Item 2.

 

(a)       Name of Person Filing: This joint statement on Schedule 13G is being filed by RA Capital Management, LLC (“Capital”) and Peter Kolchinsky. Capital and Dr. Kolchinsky are collectively referred to herein as the “Reporting Persons.” Capital is the general partner of the RA Capital Healthcare Fund, L.P. (the “Fund”), which owns 2,386,159 shares of the Issuer’s Common Stock, and serves as investment adviser for a separately managed account (the “Account”), which owns 424,549 shares of the Issuer’s Common Stock. Dr. Kolchinsky is the manager of Capital. As the investment adviser to the Fund and the Account, Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer owned by the Fund or the Account. As the manager of Capital, Dr. Kolchinsky may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by Capital. Capital and Dr. Kolchinsky disclaim beneficial ownership of the securities reported in this Schedule 13G Statement (the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall not be deemed an admission that either Capital or Dr. Kolchinsky is or was the beneficial owner of such securities for any other purpose.

 

(b)       Address of Principal Business Office: The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20 Park Plaza, Suite 1200, Boston, MA 02116.

 

(c)        Citizenship: Capital is a Massachusetts limited liability company. Dr. Kolchinsky is a United States citizen.

 

(d)       Title and Class of Securities: Common stock (“Common Stock”)

 

(e)       CUSIP Number: N44821101

 

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:

 

(e) RA Capital Management LLC is a registered investment adviser and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);

 

(g) Peter Kolchinsky is a control person and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(G).

 

 

 

 

CUSIP No. N44821101 13G

 

Item 4.Ownership:

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount Beneficially Owned:

See the response(s) to Item 9 on the attached cover page(s).

   
(b)

Percent of Class:

See the response(s) to Item 11 on the attached cover page(s).

   
(c) Number of shares as to which such person has:
   
  (i)

sole power to vote or to direct the vote:

See the response(s) to Item 5 on the attached cover page(s).

     
  (ii)

shared power to vote or to direct the vote

See the response(s) to Item 6 on the attached cover page(s).

     
  (iii)

sole power to dispose or to direct the disposition of

See the response(s) to Item 7 on the attached cover page(s).

     
  (iv)

shared power to dispose or to direct the disposition of

See the response(s) to Item 8 on the attached cover page(s).

 

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.

 

 

 

 

CUSIP No. N44821101 13G

 

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.Certification:

 

By signing below I hereby 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.

 

Exhibits

 

1Joint Filing Agreement by and among the Reporting Persons is incorporated herein by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on December 11, 2017.

 

 

 

 

CUSIP No. N44821101 13G

 

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.

 

  Date: April 10, 2019
   
  RA CAPITAL MANAGEMENT, LLC
   
  By: /s/ Peter Kolchinsky
  Peter Kolchinsky
  Authorized Signatory
   
  PETER KOLCHINSKY
   
  /s/ Peter Kolchinsky