0001209191-21-012354.txt : 20210219 0001209191-21-012354.hdr.sgml : 20210219 20210219162036 ACCESSION NUMBER: 0001209191-21-012354 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210217 FILED AS OF DATE: 20210219 DATE AS OF CHANGE: 20210219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARER SOL J CENTRAL INDEX KEY: 0001247015 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40045 FILM NUMBER: 21655880 MAIL ADDRESS: STREET 1: C/O INSPIREMD, INC. STREET 2: 321 COLUMBUS AVENUE CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NexImmune, Inc. CENTRAL INDEX KEY: 0001538210 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9119 GAITHER ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 301-825-9810 MAIL ADDRESS: STREET 1: 9119 GAITHER ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-02-17 0 0001538210 NexImmune, Inc. NEXI 0001247015 BARER SOL J C/O NEXIMMUNE, INC. 9119 GAITHER ROAD GAITHERSBURG MD 20877 1 0 0 0 Common Stock 2021-02-17 4 C 0 800182 A 1367814 D Common Stock 2021-02-17 4 C 0 894036 A 894036 I Held by B&S NexImmune Holdco LLC Common Stock 2021-02-17 4 C 0 164408 A 1058444 I Held by B&S NexImmune Holdco LLC Common Stock 2021-02-17 4 C 0 82204 A 1140648 I Held by B&S NexImmune Holdco LLC Common Stock 2021-02-17 4 C 0 337365 A 1478013 I Held by B&S NexImmune Holdco LLC Common Stock 2021-02-17 4 P 0 60000 17.00 A 1538013 I Held by B&S NexImmune Holdco LLC Common Stock 2021-02-17 4 C 0 217570 A 346577 I Held by Joshua Barer Series A Preferred Stock 2021-02-17 4 C 0 800182 D Common Stock 800182 0 D Series A Preferred Stock 2021-02-17 4 C 0 894036 D Common Stock 894036 0 I Held by B&S NexImmune Holdco LLC Series A2 Preferred Stock 2021-02-17 4 C 0 164408 D Common Stock 164408 0 I Held B&S NexImmune Holdco LLC Series A3 Preferred Stock 2021-02-17 4 C 0 82204 D Common Stock 82204 0 I Held by B&S NexImmune Holdco LLC Convertible Promissory Note 2021-02-17 4 C 0 2875458.00 D Common Stock 337365 0 I Held by B&S NexImmune Holdco LLC Series A Preferred Stock 2021-02-17 4 C 0 217570 D Common Stock 217570 0 I Held by Joshua Barer The shares of preferred stock automatically converted into common stock immediately upon completion of the Issuer's initial public offering on a 1-for-1 basis. Mr. Barer is the father of Joshua Barer, who is the sole manager of B&S NexImmune Holdco LLC and has sole voting and dispositive control over the shares held by B&S NexImmune Holdco LLC. Mr. Sol Barer is also a member of Barer & Son Capital, LLC, which is a member of B&S NexImmune Holdco LLC, but he does not have voting or dispositive control over the shares held by B&S NexImmune Holdco LLC. Mr. Sol Barer disclaims beneficial ownership of the securities held by B&S NexImmune Holdco LLC except to the extent of his pecuniary interest therein. On February 17, 2021 (the "Closing"), the convertible promissory notes (the "Notes") became automatically convertible into shares of the Issuer's common stock. At the Closing, the principal amount of the Notes, plus accrued but unpaid interest thereon through February 17, 2021, converted into shares of the Issuer's common stock by dividing the principal and accrued but unpaid interest under such Note by the price per share obtained by dividing $125,000,000 by the Company's fully-diluted capitalization immediately prior to the IPO, assuming exercise or conversion of all convertible securities of the Company but excluding any shares issuable upon conversion of the Notes. Reflects shares purchased in the Issuer's initial public offering. Mr. Barer is the father of Joshua Barer. Mr. Sol Barer disclaims beneficial ownership of the securities held by Joshua Barer except to the extent of his pecuniary interest therein. The shares of preferred stock were convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering. Not applicable. /s/ Ilse Johnson, Attorney-in-fact 2021-02-19