Sec Form 13D Filing - NBVM GP LLC @ Lyra Therapeutics Inc.

Sec Form 13D Filing - NBVM GP LLC filing for Lyra Therapeutics Inc. (LYRA) - 2023-06-09

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

LYRA THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

55234L105

(CUSIP Number)

Edward T. Anderson

Managing Member

North Bridge Venture Partners

150 A Street, Suite 102

Needham, MA 02494

(781) 290-0004

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 31, 2023

(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 ☐.

*	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).

(Continued on following pages)


1		NAMES OF REPORTING PERSONS NBVM GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

2,259,301 of such shares are held by NBVP V-A (as defined in Item 2(a) below), 1,107,370 of such shares are held by NBVP V-B (as defined in Item 2(a) below) and 2,521,745 of such shares are held by NBVP VI (as defined in item 2(a) below). NBVM V (as defined in Item 2(a) below) is the sole general partner of NBVP V-A and NBVP V-B and may be deemed to have voting, investment and dispositive power with respect to the shares held by NBVP V-A and NBVP V-B. NBVM VI (as defined in item 2(a) below) is the sole general partner of NBVP VI and may be deemed to have voting, investment and dispositive power with respect to the shares held by NBVP VI. NBVM GP is the sole general partner of each of NBVM V and NBVM VI and may be deemed to have voting, investment and dispositive power with respect to the shares held by each of NBVP V-A, NBVP V-B and NBVP VI. Richard A. D’Amore and Edward T. Anderson, a member of the Issuer’s board of directors, are the managing members of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to the shares held by NBVP V-A, NBVP V-B and NBVP VI.

(2)

Based on (i) 31,836,815 shares of Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on May 12, 2023 (the “Form 10-Q”) and (ii) 17,652,962 shares of Common Stock issued by the Issuer in the PIPE Offering (as defined in Item 3 below).


1		NAMES OF REPORTING PERSONS North Bridge Venture Partners V-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

All shares are held by NBVP V-A. NBVM V is the sole general partner of NBVP V-A and may be deemed to have voting, investment and dispositive power with respect to these shares. NBVM GP is the sole general partner of NBVM V and may be deemed to have voting, investment and dispositive power with respect to these shares. Richard A. D’Amore and Edward T. Anderson, a member of the Issuer’s board of directors, are the managing members of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to these shares.

(2)	Based on (i) 31,836,815 shares of Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Form 10-Q and (ii) 17,652,962 shares of Common Stock issued by the Issuer in the PIPE Offering.


1		NAMES OF REPORTING PERSONS North Bridge Venture Partners V-B, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

All shares are held by NBVP V-B. NBVM V is the sole general partner of NBVP V-B and may be deemed to have voting, investment and dispositive power with respect to these shares. NBVM GP is the sole general partner of NBVM V and may be deemed to have voting, investment and dispositive power with respect to these shares. Richard A. D’Amore and Edward T. Anderson, a member of the Issuer’s board of directors, are the managing members of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to these shares.

(2)	Based on (i) 31,836,815 shares of Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Form 10-Q and (ii) 17,652,962 shares of Common Stock issued by the Issuer in the PIPE Offering.


1		NAMES OF REPORTING PERSONS North Bridge Venture Partners VI, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

All shares are held by NBVP VI. NBVM VI is the sole general partner of NBVP VI and may be deemed to have voting, investment and dispositive power with respect to these shares. NBVM GP is the sole general partner of NBVM VI and may be deemed to have voting, investment and dispositive power with respect to these shares. Richard A. D’Amore and Edward T. Anderson, a member of the Issuer’s board of directors, are the managing members of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to these shares.

(2)	Based on (i) 31,836,815 shares of Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Form 10-Q and (ii) 17,652,962 shares of Common Stock issued by the Issuer in the PIPE Offering.


1		NAMES OF REPORTING PERSONS North Bridge Venture Management V, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

2,259,301 of such shares are held by NBVP V-A and 1,107,370 of such shares are held by NBVP V-B. NBVM V is the sole general partner of NBVP V-A and NBVP V-B and may be deemed to have voting, investment and dispositive power with respect to the shares held by NBVP V-A and NBVP V-B. NBVM GP is the sole general partner of NBVM V and may be deemed to have voting, investment and dispositive power with respect to the shares held by each of NBVP V-A and NBVP V-B. Richard A. D’Amore and Edward T. Anderson, a member of the Issuer’s board of directors, are the managing members of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to the shares held by NBVP V-A and NBVP V-B.

(2)	Based on (i) 31,836,815 shares of Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Form 10-Q and (ii) 17,652,962 shares of Common Stock issued by the Issuer in the PIPE Offering.


1		NAMES OF REPORTING PERSONS North Bridge Venture Management VI, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

(2)	Based on (i) 31,836,815 shares of Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Form 10-Q and (ii) 17,652,962 shares of Common Stock issued by the Issuer in the PIPE Offering.


1		NAMES OF REPORTING PERSONS Richard A. D’Amore
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

2,259,301 of such shares are held by NBVP V-A, 1,107,370 of such shares are held by NBVP V-B and 2,521,745 of such shares are held by NBVP VI. NBVM V is the sole general partner of NBVP V-A and NBVP V-B and may be deemed to have voting, investment and dispositive power with respect to the shares held by NBVP V-A and NBVP V-B. NBVM VI is the sole general partner of NBVP VI and may be deemed to have voting, investment and dispositive power with respect to the shares held by NBVP VI. NBVM GP is the sole general partner of each of NBVM V and NBVM VI and may be deemed to have voting, investment and dispositive power with respect to the shares held by each of NBVP V-A, NBVP V-B and NBVP VI. Richard A. D’Amore and Edward T. Anderson, a member of the Issuer’s board of directors, are the managing members of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to the shares held by NBVP V-A, NBVP V-B and NBVP VI.

(2)	Based on (i) 31,836,815 shares of Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Form 10-Q and (ii) 17,652,962 shares of Common Stock issued by the Issuer in the PIPE Offering.


1		NAMES OF REPORTING PERSONS Edward T. Anderson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

118,483 of such shares of are held by Edward T. Anderson directly and 24,569 of such shares are fully vested stock options owned directly by Edward T. Anderson that are or will be immediately exercisable within 60 days of May 31, 2023. Such stock options were issued to Edward T. Anderson in his capacity as a member of the Issuer’s board of directors.

(2)

2,259,301 of such shares are held by NBVP V-A, 1,107,370 of such shares are held by NBVP V-B, 2,521,745 of such shares are held by NBVP VI and 118,483 held by Edward T. Anderson. NBVM V is the sole general partner of NBVP V-A and NBVP V-B and may be deemed to have voting, investment and dispositive power with respect to the shares held by NBVP V-A and NBVP V-B. NBVM VI is the sole general partner of NBVP VI and may be deemed to have voting, investment and dispositive power with respect to the shares held by NBVP VI. NBVM GP is the sole general partner of each of NBVM V and NBVM VI and may be deemed to have voting, investment and dispositive power with respect to the shares held by each of NBVP V-A, NBVP V-B and NBVP VI. Richard A. D’Amore and Edward T. Anderson, a member of the Issuer’s board of director s, are the managing members of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to the shares held by NBVP V-A, NBVP V-B and NBVP VI.

(3)

Based on (i) 31,836,815 shares of Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Form 10-Q, (ii) 17,652,962 shares of Common Stock issued by the Issuer in the PIPE Offering and (iii) 24,569 shares underlying fully vested stock options held by Edward T. Anderson that are exercisable within 60 days of May 31, 2023.

Explanatory Note:

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D originally filed with the Commission on May 15, 2020, as amended by Amendment No. 1 filed with the Commission on April 22, 2022 (collectively, the “Original Schedule 13D”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D.

Item 2.

Identity and Background.

Item 2(b) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

(b) The address of the principal offices of each Reporting Entity and the business address of each Reporting Individual is c/o North Bridge Venture Partners, 150 A Street, Suite 102, Needham, MA 02494.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended to add the following language:

On May 25, 2023, NBVP V-A, NBVP V-B and NBVP VI entered into a securities purchase agreement, which is filed as Exhibit 7 to this Statement (“Securities Purchase Agreement”) with the Issuer, pursuant to which the Reporting Persons agreed to purchase an aggregate of (i) 1,805,416 shares of Common Stock and (ii) accompanying warrants to purchase up to 902,708 shares of Common Stock (the “Purchase Warrants”, which is filed as Exhibit 8 to this Statement) for a combined effective purchase price per share of $2.4925 per share (the “PIPE Offering”). The PIPE Offering closed on May 31, 2023.

In the PIPE Offering, NBVP V-A purchased (i) 403,858 shares of the Issuer’s Common Stock and (ii) an accompanying Purchase Warrant to purchase up to 201,929 shares of the Issuer’s Common Stock for an aggregate purchase price of $1,006,616.07, NBVP V-B purchased (i) 197,946 shares of the Issuer’s Common Stock and (ii) an accompanying Purchase Warrant to purchase up to 98,973 shares of the Issuer’s Common Stock for an aggregate purchase price of $493,380.41 and NBVP VI purchased (i) 1,203,612 shares of the Issuer’s Common Stock and (ii) an accompanying Purchase Warrant to purchase up to 601,806 shares of the Issuer’s Common Stock for an aggregate purchase price of $3,000,002.91. Each Purchase Warrant will be exercisable at any time on or after November 30, 2023 and will expire on November 30, 2028. The Purchase Warrants are not included in the beneficial ownership reported by any of the Reporting Persons on their respective cover pages because they are not exercisable within 60 days of May 31, 2023.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended to add the following language:

The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference.

In connection with its purchase of shares of the Issuer’s Common Stock, NBVP V-A, NBVP V-B and NBVP VI and certain of the Issuer’s other investors entered into an Amendment No. 1 to Ninth Amended and Restated Investors’ Rights Agreement, dated May 25, 2023, with the Issuer (the “Amendment No. 1”), which amended the Issuer’s existing Ninth Amended and Restated Investor Rights Agreement, dated as of April 7, 2022 (the “Rights Agreement”). Pursuant to Amendment No. 1, the definition of “Registrable Shares” in the Rights Agreement was amended to include all shares of Common Stock purchased by NBVP V-A, NBVP V-B and NBVP VI and certain other purchasers in the PIPE Offering. The terms and provisions of Amendment No. 1 are described more fully in the Issuer’s Current Report on Form 8-K filed with the Commission on May 31, 2023, and the above summary is qualified by reference to such description and the full text of Amendment No. 1, which is filed as Exhibit 9 to this Statement and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended to add the following language:


Exhibit 7:		Securities Purchase Agreement, dated May 25, 2023 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on May 31, 2023 and incorporated herein by reference).

Exhibit 8:		Form of Purchase Warrant, together with a schedule of Purchase Warrants, each dated as of May 31, 2023, issued by Lyra Therapeutics, Inc. to the Investors set forth on such schedule (filed as Exhibit 4.3 to the Issuer’s Current Report on Form 8-K filed on May 31, 2023 and incorporated herein by reference).

Exhibit 9:		Amendment No. 1 to Ninth Amended and Restated Investor Rights Agreement (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K as filed with the Commission on May 31, 2023 and incorporated herein by reference).

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: June 9, 2023


NORTH BRIDGE VENTURE PARTNERS V-A, L.P.

By:		North Bridge Venture Management V, L.P.
By:		NBVM GP, LLC

By:		/s/ Edward T. Anderson
		Edward T. Anderson, Managing Member

NORTH BRIDGE VENTURE PARTNERS V-B, L.P.

By:		North Bridge Venture Management V, L.P.
By:		NBVM GP, LLC

By:		/s/ Edward T. Anderson
		Edward T. Anderson, Managing Member

NORTH BRIDGE VENTURE PARTNERS VI, L.P.

By:		North Bridge Venture Management VI, L.P.
By:		NBVM GP, LLC

By:		/s/ Edward T. Anderson
		Edward T. Anderson, Managing Member


NORTH BRIDGE VENTURE MANAGEMENT V, L.P.

By:		NBVM GP, LLC

By:		/s/ Edward T. Anderson
		Edward T. Anderson, Managing Member

NORTH BRIDGE VENTURE MANAGEMENT VI, L.P.

By:		NBVM GP, LLC

By:		/s/ Edward T. Anderson
		Edward T. Anderson, Managing Member

NBVM GP, LLC

By:		/s/ Edward T. Anderson
		Edward T. Anderson, Managing Member


RICHARD A. D’AMORE

By:		/s/ Richard A. D’Amore
		Richard A. D’Amore

EDWARD T. ANDERSON

By:		/s/ Edward T. Anderson
		Edward T. Anderson

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

5,888,416 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

5,888,416 (1)