SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

 

(Amendment No. 8)*

 

Larimar Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

517125100

(CUSIP Number)

 

David Clark

Elliot Press

Deerfield Management Company, L.P.

345 Park Avenue South, 12 Floor

New York, New York 10010

(212) 551-1600

 

With a copy to:

 

Jonathan D. Weiner, Esq.

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

(212) 940-8800

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 16, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)
(Page 1 of 17 Pages)

 

* 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 (“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).

   

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 2 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Private Design Fund III, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

6,151,389

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

6,151,389

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,151,389

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.07%

 
14

TYPE OF REPORTING PERSON

 

PN

 

  

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 3 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Healthcare Innovations Fund, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

4,721,197

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,721,197

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,721,197

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.73%

 
14

TYPE OF REPORTING PERSON

 

PN

 

  

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 4 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Private Design Fund IV, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

6,151,406

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

6,151,406

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,151,406

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.07%

 
14

TYPE OF REPORTING PERSON

 

PN

 

  

 

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 5 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Partners, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

4,207,982

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,207,982

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,207,982

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.89%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 6 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Mgmt III, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

6,151,389 (1)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

6,151,389 (1)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,151,389 (1)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.07%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(1)Comprised of shares of common stock held by Deerfield Private Design Fund III, L.P., of which Deerfield Mgmt III, L.P. is the general partner.

     

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 7 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Mgmt HIF, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

4,721,197 (2)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,721,197 (2)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,721,197 (2)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.73%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(2)Comprised of shares of common stock held by Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Mgmt HIF, L.P. is the general partner.

     

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 8 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Mgmt, IV, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

6,151,406 (3)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

6,151,406 (3)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,151,406 (3)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.07%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(3)Comprised of shares of common stock held by Deerfield Private Design Fund IV, L.P., of which Deerfield Mgmt IV, L.P. is the general partner.

     

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 9 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Mgmt, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

4,207,982 (4)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,207,982 (4)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,207,982 (4)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.89%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(4)Comprised of shares of common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.

    

 

 

  

SCHEDULE 13D

CUSIP No. 517125100 Page 10 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

Deerfield Management Company, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

21,265,174 (5)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

21,265,174 (5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

21,265,174 (5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.82%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(5)Comprised of (i) an aggregate of 21,231,974 shares of common stock held by Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Healthcare Innovations Fund, L.P. and Deerfield Partners, L.P., of which Deerfield Management Company, L.P. is the investment manager and (ii) an aggregate of 33,200 shares of common stock issuable upon exercise of options (the “Leff Options”) held by Jonathan Leff, an employee of Deerfield Management Company, L.P., for the benefit, and subject to the direction, of Deerfield Management Company, L.P. The Leff Options consist of an option that was granted to Mr. Leff on July 16, 2020, an option that was granted to Mr. Leff on May 12, 2021, and an option that was granted to Mr. Leff on May 10, 2022, each of which is fully vested. The number of shares reported as being beneficially owned by Deerfield Management Company, L.P. does not include the shares of common stock issuable upon exercise of an option granted to Mr. Leff on May 9, 2023, which is unvested and will not vest within 60 days.

     

 

 

 

SCHEDULE 13D

CUSIP No. 517125100 Page 11 of 17 Pages

 

1

NAMES OF REPORTING PERSONS

 

James E. Flynn

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

 

 

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

21,265,174 (6)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

21,265,174 (6)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

21,265,174 (6)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.82%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

(6)Comprised of (i) an aggregate of 21,231,974 shares of common stock held by Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Healthcare Innovations Fund, L.P. and Deerfield Partners, L.P., of which Deerfield Management Company, L.P. is the investment manager and (ii) an aggregate of 33,200 shares of common stock issuable upon exercise of options (the “Leff Options”) held by Jonathan Leff, an employee of Deerfield Management Company, L.P., for the benefit, and subject to the direction, of Deerfield Management Company, L.P. The Leff Options consist of an option that was granted to Mr. Leff on July 16, 2020, an option that was granted to Mr. Leff on May 12, 2021, and an option that was granted to Mr. Leff on May 10, 2022, each of which is fully vested. The number of shares reported as being beneficially owned by Mr. Flynn does not include the shares of common stock issuable upon exercise of an option granted to Mr. Leff on May 9, 2023, which is unvested and will not vest within 60 days. Mr. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

     

 

 

 

This Amendment No. 8 (this “Amendment”) to Schedule 13D is filed by (i) Deerfield Private Design Fund III, L.P. (“Deerfield Private Design Fund III”), (ii) Deerfield Healthcare Innovations Fund, L.P. (“Deerfield Healthcare Innovations Fund”), (iii) Deerfield Private Design Fund IV, L.P. (“Deerfield Private Design Fund IV”), (iv) Deerfield Partners, L.P. (“Deerfield Partners”), (v) Deerfield Mgmt III, L.P. (“Deerfield Mgmt III”), (vi) Deerfield Mgmt HIF, L.P. (“Deerfield Mgmt HIF”), (vii) Deerfield Mgmt IV, L.P. (“Deerfield Mgmt IV”), (viii) Deerfield Mgmt, L.P. (“Deerfield Mgmt”), (ix) Deerfield Management Company, L.P. (“Deerfield Management”) and (x) James E. Flynn (“Flynn” and, together with Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV, Deerfield Partners, Deerfield Mgmt III, Deerfield Mgmt HIF, Deerfield Mgmt IV, Deerfield Mgmt and Deerfield Management, the “Reporting Persons”), with respect to the securities of Larimar Therapeutics, Inc. (as amended by Amendment No.1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 8, the “Schedule 13D”). Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV and Deerfield Partners are collectively referred to herein as the “Funds”.

 

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended by adding the following:

 

On February 16, 2024, Deerfield Private Design Fund III, Deerfield Private Design Fund IV and Deerfield Partners purchased 1,430,206, 1,430,206 and 1,430,205 shares of Common Stock (collectively, the “February 2024 Shares”), respectively, at a price of $8.74 per share, or aggregate purchase prices of $12,500,000.40, $12,500,000.40 and $12,499,991.17, respectively. Each Fund utilized available cash assets to acquire the February 2024 Shares.

 

Item 4. Purpose of the Transaction.

 

Item 4 of the Schedule 13D is hereby amended by adding the following:

 

Each Fund acquired its February 2024 Shares for investment purposes in an underwritten offering conducted by the Company (the “February 2024 Offering”) pursuant to the Prospectus Supplement, dated as of February 14, 2024, to the Issuer’s Prospectus, dated as of November 21, 2022 (the “February 2024 Offering”).

 

Item 5. Interest in Securities of the Issuer.

 

Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

 

 (a)      
       
  (1) Deerfield Private Design Fund III
       
    Number of shares: 6,151,389
    Percentage of shares: 10.07%*

 

 

 

 

       
  (2)   Deerfield Healthcare Innovations Fund
       
    Number of shares: 4,721,197
    Percentage of shares: 7.73%*
       
  (3)   Deerfield Private Design Fund IV
       
    Number of shares: 6,151,406
    Percentage of shares: 10.07%*
       
  (4)   Deerfield Partners  
       
    Number of shares: 4,207,982
    Percentage of shares: 6.89%*
       
  (5) Deerfield Mgmt III  
       
    Number of shares: 6,151,389 (comprised of shares held by Deerfield Private Design Fund III)
    Percentage of shares: 10.07%*
       
  (6) Deerfield Mgmt HIF  
       
     Number of shares: 4,721,197 (comprised of shares held by Deerfield Healthcare Innovations Fund)
    Percentage of shares: 7.73%*
       
  (7) Deerfield Mgmt IV  
       
     Number of shares: 6,151,406 (comprised of shares held by Deerfield Private Design Fund)
    Percentage of shares: 10.07%*
       
       
  (8) Deerfield Mgmt  
       
    Number of shares: 4,207,982 (comprised of shares held by Deerfield Partners)
    Percentage of shares: 6.89%*
       
       
  (9) Deerfield Management  
       
    Number of shares: 21,265,174 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, Deerfield Partners and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management)
    Percentage of shares: 34.82%*
       
  (10) James E. Flynn  
       
     Number of shares: 21,265,174 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, Deerfield Partners and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management)
    Percentage of shares: 34.82%*

 

*Throughout this report, the percentage of outstanding Common Stock beneficially owned by the Reporting Persons reflects 61,068,375 shares of Common Stock outstanding, including shares issued in the February 2024 Offering, based on information set forth in the Prospectus Supplement, dated as of February 14, 2024, filed by the Company with the Securities and Exchange Commission on February 14, 2024.

 

 

 

 

(b)    
     
  (1) Deerfield Private Design Fund III
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  6,151,389
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  6,151,389
     
  (2) Deerfield Healthcare Innovations Fund
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote: 4,721,197
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  4,721,197
     
  (3) Deerfield Private Design Fund IV
     
    Sole power to vote or direct the vote: 0
    Shared power to vote or direct the vote: 6,151,406
    Sole power to dispose or to direct the disposition: 0
    Shared power to dispose or direct the disposition: 6,151,406
     
  (4) Deerfield Partners
     
    Sole power to vote or direct the vote: 0
    Shared power to vote or direct the vote: 4,207,982
    Sole power to dispose or to direct the disposition: 0
    Shared power to dispose or direct the disposition: 4,207,982
     
  (5) Deerfield Mgmt III
     
    Sole power to vote or direct the vote: 0
    Shared power to vote or direct the vote: 6,151,389
    Sole power to dispose or to direct the disposition: 0
    Shared power to dispose or direct the disposition: 6,151,389
     

 

 

 

 

     
  (6) Deerfield Mgmt HIF
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  4,721,197
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition: 4,721,197
     
  (7) Deerfield Mgmt IV
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  6,151,406
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  6,151,406
     
  (8) Deerfield Mgmt
     
    Sole power to vote or direct the vote: 0
    Shared power to vote or direct the vote: 4,207,982
    Sole power to dispose or to direct the disposition: 0
    Shared power to dispose or direct the disposition: 4,207,982
     
  (9) Deerfield Management
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  21,265,174
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition: 21,265,174
     
  (10) James E. Flynn
     
    Sole power to vote or direct the vote:  0
    Shared power to vote or direct the vote:  21,265,174
    Sole power to dispose or to direct the disposition:  0
    Shared power to dispose or direct the disposition:  21,265,174

 

James E. Flynn is the managing member of the general partner of each of Deerfield Mgmt III, Deerfield Mgmt IV, Deerfield Mgmt HIF, Deerfield Mgmt, and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III. Deerfield Mgmt HIF is the general partner of Deerfield Healthcare Innovations Fund. Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Mgmt is the general partner of Deerfield Partners. Deerfield Management is the investment manager of each of Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV and Deerfield Partners.

 

(c) Except as set forth in Item 3 of this Schedule 13D, no Reporting Person has effected any transactions in the Common Stock during the past 60 days.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 
Dated: February 16, 2024

 

  DEERFIELD PRIVATE DESIGN FUND III, L.P.
  By: Deerfield Mgmt III, L.P., General Partner
  By: J.E. Flynn Capital III, LLC, General Partner
     
  By: /s/ Jonathan Isler  
  Name: Jonathan Isler   
  Title: Attorney-in-Fact    
     
     
  DEERFIELD HEALTHCARE INNOVATIONS FUND, L.P.
  By: Deerfield Mgmt HIF, L.P., General Partner
  By: J.E. Flynn Capital HIF, LLC, General Partner
     
  By: /s/ Jonathan Isler  
    Jonathan Isler, Attorney-In-Fact
     
     
  DEERFIELD PRIVATE DESIGN FUND IV, L.P.
  By: Deerfield Mgmt IV, L.P., General Partner
  By: J.E. Flynn Capital IV, LLC, General Partner
     
  By: /s/ Jonathan Isler  
  Name: Jonathan Isler   
  Title: Attorney-in-Fact    
     
     
  DEERFIELD PARTNERS, L.P.
  By: Deerfield Mgmt, L.P., General Partner
  By: J.E. Flynn Capital, LLC, General Partner
     
  By: /s/ Jonathan Isler  
  Name: Jonathan Isler   
  Title: Attorney-in-Fact    
   
     
  DEERFIELD MGMT, L.P.
  By: J.E. Flynn Capital, LLC, General Partner
     
  By: /s/ Jonathan Isler  
  Name: Jonathan Isler   
  Title: Attorney-in-Fact    

 

 

 

 

     
  DEERFIELD MGMT III, L.P.
  By: J.E. Flynn Capital III, LLC, General Partner
     
  By: /s/ Jonathan Isler  
  Name: Jonathan Isler   
  Title: Attorney-in-Fact    
     
     
  DEERFIELD MGMT HIF, L.P.
  By: J.E. Flynn Capital HIF, LLC, General Partner
     
  By: /s/ Jonathan Isler  
    Jonathan Isler, Attorney-in-Fact
     
     
  DEERFIELD MGMT IV, L.P.
  By: J.E. Flynn Capital IV, LLC, General Partner
     
  By: /s/ Jonathan Isler  
  Name:  Jonathan Isler   
  Title: Attorney-in-Fact    
     
     
  DEERFIELD MANAGEMENT COMPANY, L.P.
  By: Flynn Management LLC, General Partner
     
  By: /s/ Jonathan Isler  
  Name:    Jonathan Isler   
  Title: Attorney-in-Fact      
     
     
  JAMES E. FLYNN
     
  /s/ Jonathan Isler  
  Jonathan Isler, Attorney-in-Fact