Iomai Corp - Amended Statement of Ownership (SC 13G/A)
14 Febrero 2008 - 1:45PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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þ
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the 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).
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CUSIP No.
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46202P103
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13G
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Page
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2
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of
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10 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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5
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SOLE VOTING POWER
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NUMBER OF
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351,406
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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351,406
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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351,406
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No.
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46202P103
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13G
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Page
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3
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of
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10 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
Richard H. Aldrich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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351,406
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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351,406
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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46202P103
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13G
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Page
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4
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of
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10 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
Peter Kolchinsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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351,406
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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351,406
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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351,406
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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46202P103
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13G
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Page
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5
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of
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10 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Biotech Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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345,994
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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345,994
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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345,994
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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46202P103
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13G
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Page
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6
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of
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10 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Biotech Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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5,412
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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5,412
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,412
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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46202P103
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Page
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7
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of
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10
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Item 1.
(a)
Name of Issuer:
Iomai Corporation (the Issuer).
(b)
Address of the Issuers Principal Executive Offices:
20 Firstfield Road, Suite 250,
Gaithersburg, Maryland 20878.
Item 2.
(a)
Name of Person Filing:
This joint statement on Schedule 13G is being filed by Richard H.
Aldrich, Peter Kolchinsky, RA Capital Management, LLC, RA Capital Biotech Fund, L.P. and RA Capital
Biotech Fund II, L.P., who are collectively referred to herein as the Reporting Persons. Mr.
Aldrich and Mr. Kolchinsky (together, the Managers) are the managers of RA Capital Management,
LLC (Capital), which is the sole general partner of each of RA Capital Biotech Fund, L.P. (Fund
I) and RA Capital Biotech Fund II, L.P. (Fund II). The Reporting Persons have entered into a
Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule
13G as
Exhibit 2
(which is incorporated herein by reference), pursuant to which the
Reporting Persons have agreed to file this statement jointly in accordance with the provisions of
Rule 13d-1(k) under the Act.
(b)
Address of Principal Business Office:
The principal business office of the Reporting Persons
with respect to the shares reported hereunder is 111 Huntington Avenue, Suite 610, Boston, MA
02199.
(c)
Citizenship:
Capital is a Massachusetts limited liability company. Each of Fund I and Fund II
is a Delaware limited partnership. The Managers are U.S. citizens.
(d)
Title and Class of Securities:
Common stock, par value $0.01 per share (Common Stock)
(e)
CUSIP Number:
46202P103
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
Item 4. Ownership
In the aggregate, the Reporting Persons beneficially own 351,406 shares of the Common Stock of the
Issuer composed of 0 shares of Common Stock and the right to acquire within 60 days of date of this
filing 351,406 shares of Common Stock through the exercise of a warrant dated March 2, 2007 held by
each of Fund I and Fund II, representing approximately 1.2 % of such class of securities.
The beneficial ownership of each Reporting Person is as follows: (i) Fund I beneficially owns
345,994 shares of Common Stock composed of 0 shares of Common Stock and the right to acquire within
60 days of the date of this filing 345,994 shares of Common Stock through the
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CUSIP No.
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46202P103
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Page
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10
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exercise of a warrant issued to Fund I, representing approximately 1.2% of the class, (ii) Fund II
beneficially owns 5,412 shares of Common Stock composed of 0 shares of Common Stock and the right
to acquire within 60 days of the date of this filing 5,412 shares of Common Stock through the
exercise of a warrant issued to Fund II, representing approximately 0.0% of the class and (iii)
Capital, as the sole general partner of each of Fund I and Fund II, and Mr. Aldrich and Mr.
Kolchinsky as the managers of Capital, each beneficially own 351,406 shares of Common Stock of the
Issuer, which amount includes the right to acquire within 60 days of the date of this filing
351,406 shares of Common Stock through the exercise of warrants issued to each of Fund I and Fund
II, representing approximately 1.2% of the class. The percentage of the Common Stock beneficially
owned by each Reporting Person is based on a total of 25,933,053 shares of Common Stock of the
Issuer, representing the number of shares of Common Stock of the Issuer outstanding as of November
1, 2007, as reported in the Form 10-Q for the quarterly period ended September 30, 2007, plus the
number of shares of Common Stock able to be acquired by the Reporting Persons within 60 days of
this filing.
Each of Fund I and Fund II has the power to vote and dispose of the shares of Common Stock
beneficially owned by such entity (as described above). Capital, as the sole general partner of
each of Fund I and Fund II, has the sole authority to vote and dispose of all of the shares of
Common Stock reported in this Schedule 13G. The Managers, by virtue of their position as managers
of Capital, have the shared authority to vote and dispose of all of the shares of Common Stock
reported in this joint statement Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the
following [x].
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
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CUSIP No.
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46202P103
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of
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Item 10. Certification
By signing below I hereby 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 transaction having that purpose or effect.
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CUSIP No.
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46202P103
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Page
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10
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of
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10
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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.
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DATE: February 14, 2008
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RA CAPITAL BIOTECH FUND, L.P.
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By:
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RA Capital Management, LLC
General Partner
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich
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Manager
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RA CAPITAL BIOTECH FUND II, L.P.
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By:
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RA Capital Management, LLC
General Partner
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich
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Manager
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RA CAPITAL MANAGEMENT, LLC
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich
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Manager
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RICHARD H. ALDRICH
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/s/ Richard H. Aldrich
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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Exhibit 2
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agrees, as of February 14, 2008, that only one statement containing the
information required by Schedule 13G, and each amendment thereto, need be filed with respect to the
ownership by each of the undersigned of shares of Common Stock of Iomai Corporation (the Issuer),
and such statement to which this Joint Filing Agreement is attached as
Exhibit 2
is filed
on behalf of each of the undersigned. This Agreement expressly supersedes the Joint Filing
Agreement dated March 9, 2007 among certain of the parties hereto with respect to the filing of
information required by Schedule 13G in relation to Common Stock of the Issuer.
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RA CAPITAL BIOTECH FUND, L.P.
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich, Manager
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RA Capital Management, LLC
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RA CAPITAL BIOTECH FUND II, L.P.
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich, Manager
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RA Capital Management, LLC
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RA CAPITAL MANAGEMENT, LLC
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich
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Manager
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RICHARD H. ALDRICH
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/s/ Richard H. Aldrich
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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Iomai Corp (MM) (NASDAQ:IOMI)
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De Jun 2024 a Jul 2024
Iomai Corp (MM) (NASDAQ:IOMI)
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De Jul 2023 a Jul 2024