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