UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Lumos Pharma, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
651511107
(CUSIP Number)
Robert Liptak
Clarus Ventures, LLC
101 Main Street, Suite 1210
Cambridge, MA 02142
(617) 949-2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 18, 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 Rule 13d-7 for other parties to whom copies are to be sent.
* | 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 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).
CUSIP No. 651511107
1 |
NAMES OF REPORTING PERSONS
Clarus Lifesciences III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
468,145 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
468,145 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,145 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 651511107
1 |
NAMES OF REPORTING PERSONS
Clarus Ventures III GP, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
468,145 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
468,145 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,145 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 651511107
1 |
NAMES OF REPORTING PERSONS
Blackstone Clarus III L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
468,145 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
468,145 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,145 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 651511107
1 |
NAMES OF REPORTING PERSONS
Blackstone Holdings II L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
468,145 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
468,145 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,145 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 651511107
1 |
NAMES OF REPORTING PERSONS
Blackstone Holdings I/II GP L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
468,145 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
468,145 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,145 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 651511107
1 |
NAMES OF REPORTING PERSONS
The Blackstone Group Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
468,145 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
468,145 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,145 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
CUSIP No. 651511107
1 |
NAMES OF REPORTING PERSONS
Blackstone Group Management L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
468,145 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
468,145 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,145 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 651511107
1 |
NAMES OF REPORTING PERSONS
Stephen A. Schwarzman | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
468,145 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
468,145 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,145 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Item 1. | Security and Issuer |
This Schedule 13D relates to the common stock, par value $0.01 per share (the Common Stock) of Lumos Pharma, Inc. (f/k/a NewLink Genetics Corporation), a Delaware corporation (the Issuer). The address of the principal executive office of the Issuer is 2503 South Loop Drive, Ames, Iowa 50010.
Item 2. | Identity and Background |
(a)-(b) Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
| Clarus Lifesciences III, L.P. (the Fund), a Delaware limited partnership; |
| Clarus Ventures III GP, L.P. (Clarus GP), a Delaware limited partnership; |
| Blackstone Clarus III L.L.C., a Delaware limited liability company, Blackstone Holdings II L.P., a Delaware limited partnership, Blackstone Holdings I/II GP L.L.C., a Delaware limited liability company, The Blackstone Group Inc., a Delaware limited partnership (Blackstone), Blackstone Group Management L.L.C. a Delaware limited liability company . (collectively, with Blackstone Clarus III L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C. and The Blackstone Group Inc., the Blackstone Entities); and |
| Stephen A. Schwarzman, a United States citizen. |
The address of the principal business office of the Fund and Clarus GP is Clarus Ventures, 101 Main Street, Suite 1210, Cambridge, MA 02142. The address of the principal business office of each of the Blackstone Entities and Mr. Schwarzman is c/o The Blackstone Group Inc., 345 Park Avenue, New York, NY 10154.
Information regarding each director and executive officer of The Blackstone Group Inc. is set forth on Schedule I attached hereto.
(c) The principal business of the Fund is to invest in and assist early-stage and/or growth-oriented businesses in healthcare and life sciences. The principal business of Clarus GP is to act as the general partner of the Fund. The principal business of Blackstone Clarus III L.L.C. is performing the functions of, and serving as, the general partner of Clarus GP. The principal business of Blackstone Holdings II L.P. is performing the functions of, and serving as, a managing member (or similar position) of and member or equity holder in Blackstone Clarus III L.L.C. and other affiliated Blackstone entities. The principal business of Blackstone Holdings I/II GP L.L.C. is performing the functions of, and serving as, the general partner (or similar position) of Blackstone Holdings II L.P. and other affiliated Blackstone entities. The principal business of The Blackstone Group Inc. is performing the functions of, and serving as, the sole member of Blackstone Holdings I/II GP L.L.C., and in a similar capacity for other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the sole holder of the Class C common stock of The Blackstone Group Inc. The principal occupation of Mr. Schwarzman is serving as an executive of the Blackstone Group Inc. and Blackstone Group Management L.L.C.
(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Persons.
Item 3. | Source and Amount of Funds or Other Consideration |
The securities reported herein as beneficially owned by the Fund were acquired pursuant an Agreement and Plan of Merger and Reorganization, dated as of September 30, 2019, by and among NewLink Genetics Corporation, Cyclone Merger Sub, Inc. (Merger Sub), and Lumos Pharma, Inc. (Lumos) (as amended, the Merger Agreement), pursuant to which Merger Sub merged with and into Lumos, with Lumos surviving as a wholly-owned subsidiary of NewLink Genetics Corporation (the Merger).
Prior to the effective time of the Merger, NewLink Genetics Corporation effected a 1-for-9 reverse stock split of its common stock (the Reverse Stock Split) and, following the Merger, changed its name to Lumos Pharma, Inc.
Immediately prior to the Merger, the Fund held 2,345,009 shares of Series B Preferred Stock of Lumos. Pursuant to the terms of the Merger Agreement, the Fund received 468,145 shares of common stock of NewLink Genetics Corporation for the Lumos Series B Preferred Stock it held.
Item 4. | Purpose of Transaction |
The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the Issuer (the Board), members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuers securities, or any action similar to those enumerated above.
Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. The Reporting Persons or their affiliates may seek to acquire securities of the Issuer, including Common Stock and/or other equity, debt, notes or other financial instruments related to the Issuer or the Common Stock (which may include rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments (which may include distributing some or all of such securities to such Reporting Persons respective partners or beneficiaries, as applicable) from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that any of the Reporting Persons or their affiliates may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuers securities or other financial instruments, the Reporting Persons or such affiliates trading and investment strategies, subsequent developments affecting the Issuer, the Issuers business and the Issuers prospects, other investment and business opportunities available to such Reporting Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons and such affiliates.
Emmett T. Cunningham, Jr., an employee of Blackstone or one of its affiliates, serves as a member of the Board and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
Item 5. | Interest in Securities of the Issuer |
(a) and (b) Calculations of the percentage of the shares of Common Stock beneficially owned assumes that there were 8,292,803 shares of Common Stock outstanding immediately following the Reverse Stock Split and the completion of the Merger, based on information provided by the Issuer.
The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, the Fund directly holds 468,145 shares of Common Stock.
Clarus GP is the general partner of the Fund. Blackstone Clarus III L.L.C. is the general partner of Clarus GP. The sole member of Blackstone Clarus III L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock.
Any beneficial ownership of Common Stock by any of the persons listed on Schedule I is set forth on Schedule I attached hereto.
(c) Except as set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in Common Stock in the past 60 days.
(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. | Material to be Filed as Exhibits |
Exhibit A | Joint Filing Agreement, dated as of March 30, 2020, by and among the Reporting Persons (filed herewith). |
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.
Dated: March 30, 2020
CLARUS LIFESCIENCES III, L.P. | ||
By: | Clarus Ventures III GP, L.P., its general partner | |
By: | Blackstone Clarus III, LLC, its general partner | |
By: | Blackstone Holdings II L.P., its managing member | |
By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
By: | The Blackstone Group Inc., its sole member | |
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
CLARUS VENTURES III GP, L.P. | ||
By: | Blackstone Clarus III, LLC, its general partner | |
By: | Blackstone Holdings II L.P., its managing member | |
By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
By: | The Blackstone Group Inc., its sole member | |
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE CLARUS III L.L.C. | ||
By: | Blackstone Holdings II L.P., its managing member | |
By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
By: | The Blackstone Group Inc., its sole member | |
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE HOLDINGS II L.P. | ||
By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
By: | The Blackstone Group Inc., its sole member | |
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE HOLDINGS I/II GP L.L.C. | ||
By: | The Blackstone Group Inc., its sole member | |
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
[Lumos Pharma, Inc. Schedule 13D]
THE BLACKSTONE GROUP INC. | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
/s/ Stephen A. Schwarzman | ||
Stephen A. Schwarzman |
[Lumos Pharma, Inc. Schedule 13D]
SCHEDULE I
Executive Officers and Directors of The Blackstone Group Inc.
The name and principal occupation of each director and executive officer of The Blackstone Group Inc. are set forth below. The address for each person listed below is c/o The Blackstone Group Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honorable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.
OFFICERS:
Name | Present Principal Occupation or Employment | |
Stephen A. Schwarzman | Founder, Chairman and Chief Executive Officer of The Blackstone Group Inc. | |
Jonathan D. Gray | President, Chief Operating Officer of The Blackstone Group Inc. | |
Hamilton E. James | Executive Vice Chairman of The Blackstone Group Inc. | |
Michael S. Chae | Chief Financial Officer of The Blackstone Group Inc. | |
John G. Finley | Chief Legal Officer of The Blackstone Group Inc. | |
Joan Solotar | Senior Managing Director Head of Private Wealth Solutions and External Relations of The Blackstone Group Inc. |
DIRECTORS:
Name | Present Principal Occupation or Employment | |
Stephen A. Schwarzman | Founder, Chairman and Chief Executive Officer of The Blackstone Group Inc. | |
Jonathan D. Gray | President, Chief Operating Officer of The Blackstone Group Inc. | |
Hamilton E. James | Executive Vice Chairman of The Blackstone Group Inc. | |
Kelly A. Ayotte | Former United States Senator from New Hampshire | |
Joseph P. Baratta | Global Head of Private Equity at The Blackstone Group Inc. | |
James W. Breyer | Founder and Chief Executive Officer of Breyer Capital | |
Sir John Antony Hood | President and Chief Executive Officer of the Robertson Foundation and Chair of the Rhodes Trust | |
Rochelle B. Lazarus | Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide | |
Jay O. Light | Dean Emeritus, Harvard Business School | |
The Right Honorable Brian Mulroney | Senior Partner and International Business Consultant for the Montreal law firm, Norton Rose Canada LLP | |
William G. Parrett | Retired CEO and Senior Partner, Deloitte (Deloitte Touche Tohmatsu) |
Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any shares of Common Stock.
Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the Exchange Act) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Lumos Pharma, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Dated: March 30, 2020
CLARUS LIFESCIENCES III, L.P. | ||
By: | Clarus Ventures III GP, L.P., its general partner | |
By: | Blackstone Clarus III, LLC, its general partner | |
By: | Blackstone Holdings II L.P., its managing member | |
By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
By: | The Blackstone Group Inc., its sole member | |
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
CLARUS VENTURES III GP, L.P. | ||
By: | Blackstone Clarus III, LLC, its general partner | |
By: | Blackstone Holdings II L.P., its managing member | |
By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
By: | The Blackstone Group Inc., its sole member | |
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE CLARUS III L.L.C. | ||
By: | Blackstone Holdings II L.P., its managing member | |
By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
By: | The Blackstone Group Inc., its sole member | |
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer |
[Lumos Pharma, Inc. Joint Filing Agreement]
BLACKSTONE HOLDINGS II L.P. | ||
By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
By: | The Blackstone Group Inc., its sole member | |
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE HOLDINGS I/II GP L.L.C. | ||
By: | The Blackstone Group Inc., its sole member | |
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
THE BLACKSTONE GROUP INC. | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
/s/ Stephen A. Schwarzman | ||
Stephen A. Schwarzman |
[Lumos Pharma, Inc. Joint Filing Agreement]