0001209191-21-009824.txt : 20210211 0001209191-21-009824.hdr.sgml : 20210211 20210211182250 ACCESSION NUMBER: 0001209191-21-009824 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210211 FILED AS OF DATE: 20210211 DATE AS OF CHANGE: 20210211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARER SOL J CENTRAL INDEX KEY: 0001247015 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40045 FILM NUMBER: 21621532 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-02-11 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 567632 D Common Stock 129007 I Held by Joshua Barer Stock Option (right to buy) 5.17 2030-03-04 Common Stock 205900 D Series A Preferred Stock Common Stock 800182 D Series A Preferred Stock Common Stock 894036 I Held B&S NexImmune Holdco LLC Series A2 Preferred Stock Common Stock 164408 I Held by B&S NexImmune Holdco LLC Series A3 Preferred Stock Common Stock 82204 I Held by B&S NexImmune Holdco LLC Convertible Promissory Note Common Stock 336682 I Held by B&S NexImmune Holdco LLC Series A Preferred Stock Common Stock 217570 I Held by Joshua Barer 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. All shares underlying this option will automatically fully vest immediately upon completion of the Issuer's initial public offering. The shares of preferred stock will automatically convert 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. The shares of preferred stock will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering. 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. These shares will automatically convert into the Issuer's common stock immediately upon completion of the Issuer's initial public offering. These shares will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering. Exhibit 24.1 - Power of Attorney /s/ Ilse Johnson, Attorney-in-fact 2021-02-11 EX-24.3_962230 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these present that the undersigned hereby constitutes and appoints each of John Rudy, Andrew Pearce, Michelle Choi, Ilse Johnson, Anne T. Leland, Brenda L. Meyette, Nyisha Shakur and Autumn Mays, signing singly, with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, forms and authentication documents for EDGAR Filing Access; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and authentication documents; (3) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% shareholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (4) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact, on behalf of the undersigned pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 4th day of February, 2021. /s/ Sol J. Barer Name: Sol J. Barer