Statement of Ownership (sc 13g)
February 14 2020 - 4:29PM
Edgar (US Regulatory)
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. )*
InflaRx
N.V.
(Name of Issuer)
Common Shares, nominal value €0.12
per share
|
(Title of Class of Securities)
N44821101
|
|
(CUSIP Number)
December 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:
x
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 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 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 (the “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
1
|
NAMES
OF REPORTING PERSONS
Baker Bros. Advisors LP
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,778,415
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
1,778,415
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,778,415
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
(1)
|
12
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TYPE
OF REPORTING PERSON (See Instructions)
IA,
PN
|
|
(1)
|
Based on 26,105,255 common shares (“Common Shares”) of InflaRx N.V. (the “Issuer”) outstanding as of
September 30, 2019 as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”)
on November 7, 2019.
|
CUSIP
No. N44821101
1
|
NAMES
OF REPORTING PERSONS
Baker Bros. Advisors (GP) 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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,778,415
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
1,778,415
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,778,415
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
(1)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
HC, OO
|
|
(1)
|
Based on 26,105,255 Common Shares outstanding as of September 30, 2019 as reported in the Issuer’s Form 6-K filed with
the SEC on November 7, 2019.
|
CUSIP No. N44821101
1
|
NAMES
OF REPORTING PERSONS
Felix J. Baker
|
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
1,778,415
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
1,778,415
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,778,415
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
(1)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 26,105,255 Common Shares outstanding as of September 30, 2019 as reported in the Issuer’s Form 6-K filed with
the SEC on November 7, 2019.
|
CUSIP No. N44821101
1
|
NAMES
OF REPORTING PERSONS
Julian C. Baker
|
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
1,778,415
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
1,778,415
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,778,415
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
(1)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 26,105,255 Common Shares outstanding as of September 30, 2019 as reported in the Issuer’s Form 6-K filed with
the SEC on September 30, 2019.
|
Schedule 13G
Item 1(a)
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Name of Issuer:
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InflaRx N.V. (the “Issuer”)
Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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Winzerlaer Str. 2
07745 Jena, Germany
Item 2(a)
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Name of Person Filing:
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This Schedule 13G is being filed jointly by the Baker
Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Felix J. Baker and
Julian C. Baker (collectively, the “Reporting Persons”).
Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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The business address of each of
the Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd
Floor
New York, NY 10014
(212) 339-5690
The Adviser is a limited partnership organized under
the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware.
The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
Item 2(d)
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Title of Class of Securities
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Common Shares, nominal value €0.12 per share
(“Common Shares”)
N44821101
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:
|
(a) ¨
Broker or dealer registered under Section 15 of the Exchange Act.
(b) ¨ Bank as defined
in section 3(a)(6) of the Exchange Act.
(c) ¨ Insurance company
as defined in section 3(a)(19) of the Exchange Act.
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940.
(e) x An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ¨ An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) x A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) ¨ A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) ¨ A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
(j) ¨ Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
Items 5 through 9 and 11 of each of the cover pages to this
Schedule 13G are incorporated herein reference. Set forth below is the aggregate number of Common Shares directly held by each
of Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together with Life Sciences,
the “Funds”). The information set forth below is based on 26,105,255 Common Shares outstanding as of September 30,
2019 as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on September
30, 2019. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
|
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Number of Common Shares
|
|
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Percent of
|
|
|
|
we own or have the right to
|
|
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Class
|
|
Name
|
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acquire
within 60 days
|
|
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Outstanding
|
|
667,
L.P.
|
|
|
147,283
|
|
|
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0.6
|
%
|
Baker
Brothers Life Sciences, L.P.
|
|
|
1,631,132
|
|
|
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6.2
|
%
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Total
|
|
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1,778,415
|
|
|
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6.8
|
%
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Pursuant to the management agreements, as amended, among the
Adviser, the Funds and their respective general partners, the Funds’ respective general partners relinquished to the Adviser
all discretion and authority with respect to the investment and voting power of the securities held by the Funds. and thus the
Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over
investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as managing
members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the
Funds.
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ¨. N/A
Item 6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
The information in Item
4 is incorporated herein by reference.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
|
The information in Item
4 is incorporated herein by reference.
Item 8.
|
Identification and Classification of Members of the Group.
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N/A
Item 9.
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Notice of Dissolution of Group.
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N/A
N/A
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.
February 14, 2020
|
BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
|
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By:
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/s/ Scott L. Lessing
|
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Name: Scott L. Lessing
Title: President
|
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BAKER BROS. ADVISORS (GP) LLC
|
|
|
|
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By:
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/s/ Scott L. Lessing
|
|
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Name: Scott L. Lessing
Title: President
|
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/s/ Julian
C. Baker
|
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Julian C. Baker
|
|
|
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/s/ Felix J. Baker
|
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Felix J. Baker
|
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