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