CONTINUATION PAGES TO AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D is being filed by AI DMI LLC (AI DMI), Access Industries Holdings LLC (AIH),
Access Industries Management, LLC (AIM) and Len Blavatnik (collectively, the Reporting Persons, and each, a Reporting Person), in respect of the common stock, par value $0.0001 per share (the Common
Stock), of Disc Medicine, Inc. (the Issuer). The shares of Common Stock of the Issuer are listed on the Nasdaq Global Market under the symbol IRON.
The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the SEC) on January 9, 2023, as
amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on February 17, 2023 (together, the Schedule), is hereby amended and supplemented by the Reporting Persons as set forth
below in this Amendment No. 2. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has
materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not
defined herein have the respective meanings assigned to them in the Schedule.
Item 3 |
Source and Amount of Funds or Other Consideration |
The disclosure in Item 3 to the Schedule is hereby supplemented by adding the following at the end thereof:
On June 16, 2023, AI DMI purchased 204,081 pre-funded warrants to purchase shares of Common Stock
at $0.0001 per share, which are exercisable at any time or times on or after the date of the issuance, subject to an ownership limitation and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if applicable to
avoid a violation thereof (the Pre-Funded Warrants), at a purchase price of $48.9999 per Pre-Funded Warrant pursuant to the prospectus filed with the SEC
pursuant to Rule 424(b)(5) in a registered offering. AI DMI funded the purchase of such Pre-Funded Warrants using capital contributed from affiliated entities, which funded that capital using cash on hand.
Item 5 |
Interest in Securities of the Issuer |
Item 5 to the Schedule is hereby amended and restated as follows:
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D
that relate to the aggregate number and percentage of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the
number of shares of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but
not limited to footnotes to such information) are incorporated herein by reference.
3,141,759 shares of Common Stock and 204,081 Pre-Funded Warrants are owned directly by AI DMI and may be deemed to be beneficially owned by AIH, AIM and Mr. Blavatnik because (i) Len Blavatnik controls AIM and holds a majority of the outstanding
voting interests in AIH, (ii) AIM controls AIH and (iii) AIH indirectly controls all of the outstanding voting interests in AI DMI. Each of the Reporting Persons (other than AI DMI), and each of their affiliated entities and the officers,
partners, members and managers thereof, disclaims beneficial ownership of these securities.
(c) The following transactions in the
Issuers securities have been effected by Reporting Persons within the 60 days prior to this filing:
The information set forth in
Item 3 of this Schedule 13D is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.