Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 5:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
InflaRx
N.V.
|
(Name
of Issuer)
|
|
Common
Stock
|
(Title
of Class of Securities)
|
|
N44821101
|
(CUSIP
Number)
|
|
December
31, 2018
|
(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 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).
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
|
2,085,089 shares
|
|
|
7.
|
Sole
Dispositive Power
|
0 shares
|
|
|
8.
|
Shared
Dispositive Power
|
2,085,089 shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
2,085,089
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)
|
|
8.0%
1
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
IA
|
1
The percentage calculation assumes that there are currently 25,936,684 outstanding shares of Common Stock of the
Issuer, based on the Issuer’s Form 6-K as filed with the Securities and Exchange Commission (“SEC”) on
November 21, 2018.
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
|
2,085,089 shares
|
|
|
7.
|
Sole
Dispositive Power
|
0 shares
|
|
|
8.
|
Shared
Dispositive Power
|
2,085,089 shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
2,085,089
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)
|
|
8.0%
1
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
IN
|
1
The percentage calculation assumes that there are currently 25,936,684 outstanding shares of Common Stock of the Issuer,
based on the Issuer’s Form 6-K as filed with the Securities and Exchange Commission (“SEC”) on November 21,
2018.
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 1,700,332 shares of the Issuer’s
Common Stock, and serves as investment adviser for a separately managed account (the “Account”), which owns 384,757
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).
|
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.
|
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.
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
|
1
|
Joint
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.
|
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:
February 14
,
2019
|
|
|
|
RA CAPITAL MANAGEMENT, LLC
|
|
|
|
By: /s/
Peter Kolchinsky
|
|
|
|
Peter Kolchinsky
|
|
Authorized Signatory
|
|
|
|
PETER KOLCHINSKY
|
|
|
|
/s/ Peter
Kolchinsky
|
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