NovaQuest Co-Investment Fund XV, L.P. - 17 Jan 2023 Form 4 Insider Report for Aceragen, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
18 Jan 2023, 15:46:00 UTC
Prior SEC filing
03 Oct 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ S. Halle Vakani, Attorney-in-Fact for NQ POF V GP, Ltd., General Partner of NovaQuest Co-Investment Fund XV, L.P.

Key filing fact

NovaQuest Co-Investment Fund XV, L.P. filed Form 4 for Aceragen, Inc. on 18 Jan 2023.

Key facts

  • This page summarizes NovaQuest Co-Investment Fund XV, L.P.'s Form 4 filing for Aceragen, Inc..
  • 2 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 18 Jan 2023, 15:46.

Change

  • Previous filing in this sequence was filed on 03 Oct 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ACGN transaction Derivative

Warrant

Conversion of derivative security

Transaction value
Shares
-14,115
Change %
-100%
Price
Shares after
0
Date
17 Jan 2023
Ownership
Direct
Underlying class
Series Z Preferred Stock
Underlying amount
14,115
Exercise price
$460.00
Footnotes
F1, F2, F3
ACGN transaction Derivative

Warrant

Conversion of derivative security

Transaction value
Shares
+830,294
Change %
Price
Shares after
830,294
Date
17 Jan 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
830,294
Exercise price
$7.82
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

On September 28, 2022, Issuer completed its merger ("Merger") with Aceragen, Inc. ("Aceragen"), in accordance with the terms of that certain Agreement and Plan of Merger, dated September 28, 2022 (the "Merger Agreement"). Pursuant to the Merger Agreement, NovaQuest Co-Investment Fund XV, L.P. ("NovaQuest") received warrants to purchase (i) 1,343,547 shares of Issuer Common Stock and (ii) 14,115 shares of Issuer non-voting, convertible Series Z Preferred Stock ("Series Z Preferred Stock").

Footnote F2

On January 12, 2023, Issuer's stockholders approved the conversion of Issuer Series Z Preferred Stock into shares of Issuer Common Stock. Each share of Issuer Series Z Preferred Stock was to be converted into 1,000 shares of Issuer Common Stock, subject to certain limitations, on January 17, 2023. The shares reported on this Form 4 have been adjusted to reflect the Issuer's 1-for-17 reverse stock split of its common stock, effective January 17, 2023.

Footnote F3

NQ POF V GP, Ltd. ("NovaQuest GP") has the power to vote and dispose of any securities directly owned by NovaQuest. NovaQuest GP's investment committee makes voting and investment decisions regarding securities held by NovaQuest. NovaQuest GP disclaims beneficial ownership of any securities held by NovaQuest except to the extent of its pecuniary interest therein.

SEC remarks

The Issuer announced on January 17, 2023 that it changed its name from Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) to Aceragen, Inc. (Nasdaq: ACGN). The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that Ronald J. Wooten serves on the board of directors of Issuer and is also a member of the investment committee of NovaQuest GP, which is the general partner of NovaQuest. NovaQuest GP has the power to vote and dispose of any securities directly owned by NovaQuest. NovaQuest GP's investment committee makes voting and investment decisions regarding securities held by NovaQuest. NovaQuest GP disclaims beneficial ownership of any securities held by NovaQuest except to the extent of its pecuniary interest therein.

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