Sec Form 13D Filing - Bain Capital Life Sciences Fund L.P. filing for Aptinyx Inc. (APTX) - 2020-10-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(a) and Amendments Thereto Filed

Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Aptinyx Inc.

(Name of Issuer)

Common Stock, $0.01

par value per share

(Title of Class of Securities)

03836N 103

(CUSIP Number)

Bain Capital Life Sciences Investors, LLC

200 Clarendon Street

Boston, MA 02116

617-516-2000

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

October 26, 2020

(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 for other parties to whom copies are to be sent.

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, as amended (“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).

This Amendment No. 2 to Schedule 13D relates to shares of common stock, $0.01 par value per share (the “Common Stock”), of Aptinyx Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Persons on July 3, 2018, as amended by Amendment No. 1 filed on January 16, 2020 (the “Initial Statement” and, as further amended by this Amendment No. 2, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.

Item 3 of the Initial Statement is hereby amended and supplemented to add the following:

On October 26, 2020, the Reporting Persons purchased an aggregate of 3,333,333 shares of Common Stock in an underwritten public offering (the “October 2020 Public Offering”) at a price per share of $3.00. BC LS purchased 3,023,816 of such shares for cash consideration of $9,071,448.00 and BCIP LS purchased 309,517 of such shares for cash consideration of $928,551.00. Each of the Reporting Persons used its own working capital to acquire such shares.

Item 4 of the Initial Statement is hereby amended and supplemented to add the following:

October 2020 Lock-up Agreement

In connection with the October 2020 Public Offering, Dr. Koppel entered into a lock-up agreement (the “October 2020 Lock-up Agreement”) with the representatives of the several underwriters. Pursuant to the October 2020 Lock-up Agreement, Dr. Koppel agreed not to sell or otherwise transfer any Common Stock or securities convertible into, exchangeable for or exercisable for Common Stock, for 60 days after the date of the final prospectus supplement relating to the October 2020 Public Offering without the prior consent of the representatives, subject to certain exceptions.

The foregoing summary of the October 2020 Lock-up Agreement does not purport to be complete and is qualified in its entirety by reference to the October 2020 Lock-up Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 5 of the Initial Statement is hereby amended and restated as follows:

The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(e) Not applicable.

The information set forth in or incorporated by reference in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 27, 2020