SEC Form SC 13G filed by Concert Pharmaceuticals, Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              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).

Concert Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).

65 Hayden Avenue, Suite 3000N

Lexington, Massachusetts 02421

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware 

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, par value $0.001 per share (the “Shares”)

206022105

The Reporting Persons hold 6,497 shares of Series X1 Preferred Stock (the “Series X1 Preferred Stock”), convertible for an aggregate of 6,497,000 Shares. Each share of the Series X1 Preferred Stock is convertible into 1,000 Shares. The Series X1 Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), more than 9.99% of the number of Shares then issued and outstanding (the “Series X1 Conversion Limitation”). As of the close of business on November 15, 2021, the Series X1 Conversion Limitation limits the aggregate conversion of the Series X1 Preferred Stock held by the Reporting Persons to 1,343,757 Shares out of the 6,497,000 Shares underlying the Series X1 Preferred Stock owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that the Series X1 Preferred Stock owned by BVF2 and Trading Fund OS would not be converted due to the Series X1 Conversion Limitation, and that certain of the Series X1 Preferred Stock held by BVF referencing 1,343,757 Shares would be converted.

In addition to the Series X1 Preferred Stock, the Reporting Persons hold 4,375 Tranche 1 Warrants exercisable for an aggregate of 4,375 Series X1 Convertible Preferred Stock, or 4,375,000 Shares (the “Tranche 1 Warrants”). The Tranche 1 Warrants have an initial exercise price (on a common equivalent basis) of $5.340 per share. The Tranche 1 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of Shares then issued and outstanding (the “Tranche 1 Warrant Limitation”). As of the close of business on November 15, 2021, the Tranche 1 Warrant Limitation limits the aggregate exercise of Tranche 1 Warrants by the Reporting Persons to 0 out of the 4,375,000 Shares underlying the Tranche 1 Warrants owned by the Reporting Persons in the aggregate.

In addition to the Series X1 Preferred Stock and Tranche 1 Warrants, the Reporting Persons hold 4,375 Tranche 2 Warrants exercisable for an aggregate of 4,375 Series X1 Convertible Preferred Stock, or 4,375,000 Shares (the “Tranche 2 Warrants”). The Tranche 2 Warrants have an initial exercise price (on a common equivalent basis) of $7.350 per share. The Tranche 2 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of Shares then issued and outstanding (the “Tranche 2 Warrant Limitation”). As of the close of business on November 15, 2021, the Tranche 2 Warrant Limitation limits the aggregate exercise of Tranche 2 Warrants by the Reporting Persons to 0 out of the 4,375,000 Shares underlying the Tranche 2 Warrants owned by the Reporting Persons in the aggregate.

As of the close of business on November 15, 2021 (i) BVF beneficially owned 2,565,757 Shares, (ii) BVF2 beneficially owned 894,000 Shares, and (iii) Trading Fund OS beneficially owned 137,000 Shares.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 2,565,757 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 894,000 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 137,000 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 3,459,757 Shares beneficially owned in the aggregate by BVF and BVF2. 

Partners, as the general partner of BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 3,596,757 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 3,596,757 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 3,596,757 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on (i) 34,659,815 Shares outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021 and (ii) with respect to BVF, BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert, 1,343,757 Shares underlying the Series X1 Preferred Stock currently convertible.

As of the close of business on November 15, 2021 (i) BVF beneficially owned approximately 7.1% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 2.6% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 7.1% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 2.6% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.7% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not applicable.

BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF and BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURE

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

Dated: November 15, 2021