UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
InflaRx N.V.
(Name of Issuer)
Common Stock, nominal value €0.12 per share
(Title of Class of Securities)
N44821101
(CUSIP Number)
November 7, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 in 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).
| CUSIP No. N44821101 | 13G | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSON
BCLS Investco, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,876,413 Shares | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,876,413 Shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,876,413 Shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.01% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. N44821101 | 13G | Page 3 of 6 Pages |
| Item 1(a). | Name of Issuer |
The name of the issuer to which this filing on Schedule 13G relates is InflaRx N.V. (the “Company”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
The principal executive offices of the Company are located at Winzerlaer Strasse 2, 07745 Jena, Germany.
| Item 2(a). | Name of Person Filing |
This statement is being filed on behalf of BCLS Investco, L.P., a Cayman exempted limited partnership (the “Reporting Person”).
Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company (“BCI LS”), is the general partner of the Reporting Person.
The governance, investment strategy and decision-making process with respect to the investment held by the Reporting Person is directed by BCI LS, whose managers are Jeffrey Schwartz and Adam Koppel. As a result, each of BCI LS, Mr. Schwartz and Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Person.
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The principal business address of each of the Reporting Person, BCI LS, Mr. Schwartz and Dr. Koppel is c/o Bain Capital Life Sciences, LP, 200 Clarendon Street, Boston, MA 02116.
| Item 2(c). | Citizenship |
The Reporting Person is organized under the laws of the Cayman Islands. BCI LS is organized under the laws of the State of Delaware. Mr. Schwartz and Dr. Koppel are citizens of the United States.
| Item 2(d). | Title of Class of Securities |
The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock, nominal value €0.12 per share (“Common Stock”).
| Item 2(e). | CUSIP Number |
The CUSIP number of the Company’s Common Stock is N44821101.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. |
| (a) | [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | [ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | [ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) | [ ] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| (k) | [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| Item 4. | Ownership |
| Item 4(a). | Amount beneficially owned |
As of the close of business on November 8, 2017, the Reporting Person held 1,876,413 shares of Common Stock, representing 8.01% of the Company’s outstanding shares of Common Stock. The percentage of the Company’s outstanding shares of Common Stock held by the Reporting Person is based on 23,410,972 shares of Common Stock outstanding as of September 30, 2017, as reported in the Company’s final prospectus filed with the Securities and Exchange Commission on November 8, 2017, after giving effect to the offering described therein and assuming no exercise of the underwriters’ option to purchase additional shares.
| Item 4(b). | Percent of Class |
See Item 4(a) hereof.
| Item 4(c). | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 1,876,413 |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: 1,876,413 |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transactions having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: November 16, 2017
| BCLS Investco, L.P. By: Bain Capital Life Sciences Investors, LLC, its general partner | ||
| By: | /s/ Adam Koppel | |
| Name: | Adam Koppel | |
| Title: | Managing Director | |