Sec Form 13D Filing - Global Life Bioventure V Sarl @ IMMUNIC INC.

Sec Form 13D Filing - Global Life Bioventure V Sarl filing for IMMUNIC INC. (IMUX) - 2023-02-13

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

IMMUNIC, INC.

(Name of Issuer)

Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

4525EP 101

(CUSIP Number)

1200 Avenue of the Americas, Suite 200

New York, NY 10036

USA

(332) 255-9818

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

December 20, 2022¹

(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).

¹	This constitutes a late filing due to administrative oversight on the part of the reporting persons.

CUSIP No. 4525EP 101


1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. Global Life Bioventure V S.à r.l. (“Global Life”)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
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 Luxembourg

(1)

This Schedule 13D is filed by Global Life, Omega Fund, Omega GP, Omega Ltd, Ossipow, Stampacchia, Nessi and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Stampacchia, Nessi and Paster are the directors of Omega Ltd, and Ossipow is the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Ossipow, Stampacchia, Nessi and Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.

(2)	Based upon 44,358,099 shares of Common Stock outstanding as of November 30, 2022 as set forth in the Issuer’s Prospectus Supplement Form 424B3 filed with the Securities and Exchange Commission on December 20, 2022.

CUSIP No. 4525EP 101


1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. Omega Fund V, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
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 Cayman Islands

(1)

(2)	Based upon 44,358,099 shares of Common Stock outstanding as of November 30, 2022 as set forth in the Issuer’s Prospectus Supplement Form 424B3 filed with the Securities and Exchange Commission on December 20, 2022.

CUSIP No. 4525EP 101


1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. Omega Fund V GP, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
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 Cayman Islands

(1)

(2)	Based upon 44,358,099 shares of Common Stock outstanding as of November 30, 2022 as set forth in the Issuer’s Prospectus Supplement Form 424B3 filed with the Securities and Exchange Commission on December 20, 2022.

CUSIP No. 4525EP 101


1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. Omega Fund V G.P. Manager, Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
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 Cayman Islands

(1)

(2)	Based upon 44,358,099 shares of Common Stock outstanding as of November 30, 2022 as set forth in the Issuer’s Prospectus Supplement Form 424B3 filed with the Securities and Exchange Commission on December 20, 2022.

CUSIP No. 4525EP 101


1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. Vincent Ossipow
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
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 United States of America

(1)

(2)

Based upon (i) 44,358,099 shares of Common Stock outstanding as of November 30, 2022 as set forth in the Issuer’s Prospectus Supplement Form 424B3 filed with the Securities and Exchange Commission on December 20, 2022 and (ii) 61,626 shares of Common Stock subject to the exercise of options held by Ossipow that have vested as, or will vest within 60 days, of December 20, 2022.

CUSIP No. 4525EP 101


1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. Otello Stampacchia
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
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 Italy

(1) This Schedule 13D is filed by Global Life, Omega Fund, Omega GP, Omega Ltd, Ossipow, Stampacchia, Nessi and Paster. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Stampacchia, Nessi and Paster are the directors of Omega Ltd, and Ossipow is the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Ossipow, Stampacchia, Nessi and Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.

(2) Based upon 44,358,099 shares of Common Stock outstanding as of November 30, 2022 as set forth in the Issuer’s Prospectus Supplement Form 424B3 filed with the Securities and Exchange Commission on December 20, 2022.

CUSIP No. 4525EP 101


1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. Claudio Nessi
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
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 Switzerland

(1)

(2)	Based upon 44,358,099 shares of Common Stock outstanding as of November 30, 2022 as set forth in the Issuer’s Prospectus Supplement Form 424B3 filed with the Securities and Exchange Commission on December 20, 2022.

CUSIP No. 4525EP 101


1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. Anne-Mari Paster
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ (1)
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 United States of America

(1)

(2)	Based upon 44,358,099 shares of Common Stock outstanding as of November 30, 2022 as set forth in the Issuer’s Prospectus Supplement Form 424B3 filed with the Securities and Exchange Commission on December 20, 2022.

Item 1

Security and Issuer

This Schedule 13D/A constitutes Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on April 22, 2019, as amended on March 15, 2022. Except as amended herein, each such prior Schedule 13D, as previously amended, remains in effect. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedules 13D as previously amended.

The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 5.

Interest in Securities of the Issuer

Item 5 is amended and restated in its entirety as follows:

(a)-(b) The following information with respect to the ownership of Common Stock of the Issuer by each Reporting Person filing this statement on this amendment to Schedule 13D:


Reporting Persons	Shares of Common Stock Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class
Global Life(1)(2)(3)		1,788,160		0		1,788,160		0		1,788,160		1,788,160	4.0 %
Omega Fund(1)(2)(3)		0		0		1,788,160		0		1,788,160		1,788,160	4.0 %
Omega GP(1)(2)(3)		0		0		1,788,160		0		1,788,160		1,788,160	4.0 %
Omega Ltd.(1)(2)(3)		0		0		1,788,160		0		1,788,160		1,788,160	4.0 %
Ossipow(2)(3)(4)		61,626		61,626		1,788,160		61,626		1,849,786		1,805,913	4.2 %
Nessi(1)(2)(3)		0		0		1,788,160		0		1,788,160		1,788,160	4.0 %
Stampacchia(1)(2)(3)		0		0		1,788,160		0		1,788,160		1,788,160	4.0 %
Paster(1)(2)(3)		0		0		1,788,160		0		1,788,160		1,788,160	4.0 %

(1)	The percentage is based upon 44,358,099 shares of Common Stock outstanding as of November 30, 2022 as set forth in the Issuer’s Prospectus Supplement Form 424B3 filed with the Securities and Exchange Commission on December 20, 2022.

(2)

Global Life owns 1,788,160 shares of the Common Stock. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, which holds all of the outstanding equity interests in Global Life; and each of Omega Fund, Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Global Life. Stampacchia, Nessi and Paster are the directors of Omega Ltd, and Ossipow is the Class A Manager of Global Life, and such individuals may each be deemed to beneficially own the shares held by Global Life.

(3)

The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Ossipow, Stampacchia, Nessi and Paster expressly disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest in the shares.

(4)

The percentage is based upon (i) 44,358,099 shares of Common Stock outstanding as of November 30, 2022 as set forth in the Issuer’s Prospectus Supplement Form 424B3 filed with the Securities and Exchange Commission on December 20, 2022 and (ii) 61,626 shares of Common Stock subject to the exercise of options held by Ossipow that have vested as, or will vest within 60 days, of December 30, 2022.

(d) Not applicable

(e) Not applicable

Item 7.

Material to be Filed as Exhibits


Exhibit A		Agreement of Joint Filing, dated April 22, 2019, by and among the Reporting Persons (incorporated herein by reference to Exhibit A to Schedule 13D filed on April 22, 2019).

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: February 13, 2023


Signature:

Global Life Bioventure V, S.à r.l.

By:		/s/ Vincent Ossipow
Name:		Vincent Ossipow
Title:		Class A Manager

By:		/s/ Matthijs Bogers
Name:		Matthijs Bogers
Title:		Class B Manager

Omega Fund V, L.P.

By:		Omega Fund V GP, L.P.
Its:		General Partner
By:		Omega Fund V GP Manager, Ltd.
Its:		General Partner

By:		/s/ Otello Stampacchia
Name:		Otello Stampacchia
Title:		Director

Omega Fund V GP, L.P.

By:		Omega Fund V GP Manager, Ltd.
Its:		General Partner

By:		/s/ Otello Stampacchia
Name:		Otello Stampacchia
Title:		Director

Omega Fund V GP Manager, Ltd.

By:		/s/ Otello Stampacchia
Name:		Otello Stampacchia
Title:		Director


Vincent Ossipow

By:		/s/ Vincent Ossipow
Name:		Vincent Ossipow


Otello Stampacchia

By:		/s/ Otello Stampacchia
Name:		Otello Stampacchia

Claudio Nessi

By:		/s/ Claudio Nessi
Name:		Claudio Nessi
Anne-Mari Paster

By:		/s/ Anne-Mari Paster
Name:		Anne-Mari Paster

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,788,160 shares, except that each of (i) Omega Fund V, L.P., the sole owner of Global Life (“Omega Fund”), (ii) Omega Fund V GP, L.P., the general partner of Omega Fund (“Omega GP”) and (iii) Omega Fund V G.P. Manager, Ltd., the general partner of Omega GP (“Omega Ltd”), may be deemed to have sole voting power with respect to the shares, and Vincent Ossipow (“Ossipow”), a class A manager of Global Life, and Otello Stampacchia (“Stampacchia”) Claudio Nessi (“Nessi”) and Anne-Mari Paster (“Paster”), the directors of Omega Ltd, may be deemed to have shared power to vote these shares.

SHARED VOTING POWER

See response to row 7.

SOLE DISPOSITIVE POWER

1,788,160 shares, except that each of (i) Omega Fund, (ii) Omega GP and (iii) Omega Ltd may be deemed to have sole dispositive power with respect to the shares, and Ossipow, a class A manager of Global Life, and Stampacchia, Nessi and Paster, the directors of Omega Ltd, may be deemed to have shared dispositive power with respect to the shares.

SHARED DISPOSITIVE POWER

See response to row 9.