UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
IMMUNIC, INC.
(Name of Issuer)
Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)
4525EP 101
(CUSIP Number)
Bas Vaessen
LSP V Coöperatieve U.A.
Johannes Vermeerplein 9
Amsterstam, Netherlands, 1071 DV
49 171 3000422
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
April 12, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
*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 on 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. 4525EP 101 |
| 1. |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO.
LSP V Coöperatieve U.A. |
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| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐
| |
| 3. |
SEC USE ONLY
|
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| 4. |
SOURCE OF FUNDS
|
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| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐ | |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. |
SOLE VOTING POWER
2,162,782 |
|
| 8. |
SHARED VOTING POWER
0 |
||
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9.
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SOLE DISPOSITIVE POWER
2,162,782 |
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10.
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SHARED DISPOSITIVE POWER
0 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,162,782 |
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| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ | |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.38%(1) |
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| 14. |
TYPE OF REPORTING PERSON
OO |
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(1) Based upon 10,114,611 shares of Common Stock outstanding as of April 12, 2019.
| 1. |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO.
LSP V Management B.V. |
||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐
| |
| 3. |
SEC USE ONLY
|
||
| 4. |
SOURCE OF FUNDS
|
||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐ | |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. |
SOLE VOTING POWER
2,162,782 |
|
| 8. |
SHARED VOTING POWER
0 |
||
|
9.
|
SOLE DISPOSITIVE POWER
2,162,782 |
||
|
10.
|
SHARED DISPOSITIVE POWER
0 |
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,162,782 |
||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.38%(1) |
||
| 14. |
TYPE OF REPORTING PERSON
OO |
||
(1) Based upon 10,114,611 shares of Common Stock outstanding as of April 12, 2019.
| Item 1 | Security and Issuer |
| The class of security to which this statement relates is common stock, par value $0.0001 per share of the Company (“Common Stock”), which is organized under the laws of the State of Delaware. The address of the principal executive office of the Company is Am Klopferspitz 19, 82152 Martinsried, Germany. | |
| Item 2 | Identity and Background |
|
This statement is being filed on behalf of LSP V Coöperatieve U.A. (“LSP V”) and LSP V Management B.V. (each a “Reporting Person” and, collectively, the “Reporting Persons”).
Each of the Reporting Persons is organized under the laws of the Netherlands. The business address of each of the Reporting Persons is c/o LSP, Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands.
The Reporting Persons are principally engaged in the business of investments in securities.
The managing directors of LSP V Management B.V. are Martijn Kleijwegt, Rene Kuijten and Joachim Rothe (collectively, the “Related Persons”). Messrs. Kleijwegt and Kuijten are citizens of the Netherlands, and Mr. Rothe is a citizen of Germany. The business address of each of the Related Persons is c/o LSP, Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands. The current principal occupation of each of the Related Persons is Partner and Managing Director of Life Sciences Partners.
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such person being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| Item 3 | Source and Amount of Funds or Other Consideration |
| On April 12, 2019 (the “Closing Date”), pursuant to an Exchange Agreement, dated as of January 6, 2019, between the Issuer (then known as Vital Therapies, Inc.), Immunic AG (“Immunic”), and the shareholders of Immunic party thereto (the “Exchange Agreement”), the holders of Immunic ordinary shares exchanged all of their outstanding shares for shares of Issuer common stock, resulting in Immunic becoming a wholly-owned subsidiary of the Issuer (the “Transaction”). Immediately following the Transaction, the Issuer changed its name to “Immunic, Inc.” In connection with the Transaction, the Reporting Person acquired 2,162,782 shares of Common Stock. | |
| Item 4 | Purpose of Transaction |
| The disclosure provided in Item 3 above is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
|
(a) As of the close of business on the date hereof, the Reporting Person beneficially owned an aggregate of 2,162,782 shares of Common Stock, constituting approximately 21.38% of the shares of common stock outstanding.
(b)
Each of the Reporting Persons has: Sole power to vote or to direct vote: 2,162,782 shares
Shared power to vote or to direct the vote: 0 shares
Sole power to dispose or to direct the disposition of: 2,162,782 shares
Shared power to dispose or to direct the disposition of: 0 shares | |
LSP V is the record holder of 2,162,782 shares of Common Stock. LSP V Management B.V. is the sole director of LSP V. The managing directors of LSP V Management B.V. are Martijn Kleijwegt, Rene Kuijten and Joachim Rothe. As such, LSP V Management B.V., Martijn Kleijwegt, Rene Kuijten and Joachim Rothe may be deemed to beneficially own the shares of Common Stock held of record by LSP V.
Except as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by any other person named in this Item 5(a)-(b).
(c) Not applicable
(d) Not applicable
(e) Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| The Reporting Person entered into a lock-up agreement with the Issuer pursuant to which it has agreed not to, except in certain limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, the Common Stock, in each case from the Closing Date until the date that is 180 days from the Closing Date. | |
| Item 7. | Material to be Filed as Exhibits |
| Not applicable. | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 22 2019
| LSP V Coöperatieve U.A. | |||
| By: | /s/ Martijn Kleijwegt and R.R. Kuijte | ||
| Name: | Martijn Kleijwegt and R.R. Kuijte | ||
| Title: | Directors | ||
| LSP V Management B.V. | |||
| By: | /s/ Martijn Kleijwegt and R.R. Kuijte | ||
| Name: | Martijn Kleijwegt and R.R. Kuijte | ||
| Title: | Directors | ||