OrbiMed Boosts Disc Medicine Stake to 14.9%

TL;DR

OrbiMed now owns 14.9% of Disc Medicine after filing an amendment. Big pharma player increasing its bet.

AI Summary

On June 20, 2024, OrbiMed Advisors LLC and its affiliates filed an amendment (No. 4) to their Schedule 13D for Disc Medicine, Inc. The filing indicates a change in beneficial ownership, with OrbiMed Advisors LLC now holding 10,087,000 shares of common stock, representing approximately 14.9% of the outstanding shares. This filing follows a previous amendment on June 18, 2024, which also reported changes in ownership.

Why It Matters

This filing signals a significant stake by a major healthcare investor in Disc Medicine, potentially influencing strategic decisions and future financing for the company.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant investors can indicate shifts in company strategy or market perception, introducing potential volatility.

Key Numbers

• 14.9% — OrbiMed Ownership (Represents the beneficial ownership percentage of Disc Medicine, Inc. common stock by OrbiMed Advisors LLC and its affiliates as of June 20, 2024.)
• 10,087,000 — Shares Owned (The total number of Disc Medicine, Inc. common stock shares beneficially owned by OrbiMed Advisors LLC and its affiliates.)

Key Players & Entities

• OrbiMed Advisors LLC (company) — Filing entity and beneficial owner
• Disc Medicine, Inc. (company) — Subject company
• OrbiMed Capital GP VI LLC (company) — Affiliated entity
• OrbiMed Capital GP VIII LLC (company) — Affiliated entity
• OrbiMed Genesis GP LLC (company) — Affiliated entity
• 14.9% (percentage) — Percentage of outstanding shares owned
• 10,087,000 (number) — Number of shares owned
• June 20, 2024 (date) — Filing date
• June 18, 2024 (date) — Previous amendment date

FAQ

Key Financial Figures

• $0.0001 — relates to the common stock, par value $0.0001 per share (the " Shares "), of Disc Med

Filing Documents

• ss3536341_sc13da.htm (SC 13D/A) — 116KB
• ss3536341_ex9901.htm (EX-99.1) — 7KB
• 0000947871-24-000572.txt ( ) — 125KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 4 (" Amendment No. 4 ") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC (the " Statement ") originally filed with the Securities and Exchange Commission (the " SEC ") on February 22, 2022, as amended by Amendment No. 1 filed with the SEC on January 3, 2023, Amendment No. 2 filed with the SEC on June 21, 2023 and Amendment No. 3 filed with the SEC on December 15, 2023. This Amendment No. 4 relates to the common stock, par value $0.0001 per share (the " Shares "), of Disc Medicine, Inc., a corporation organized under the laws of Delaware (the " Issuer "), with its principal executive offices located at 321 Arsenal Street, Suite 101, Watertown, Massachusetts 02472. The Shares are listed on the NASDAQ Global Market under the ticker symbol "IRON". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. On June 17, 2024, the issuer completed an underwritten public offering of 4,944,000 Shares (the " Offering "). As a result of the Offering, the percentage of outstanding Shares that the Reporting Persons may be deemed to beneficially own was reduced by more than one percent of the Issuer's Shares outstanding since the filing of Amendment No. 3.

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 4 is being filed by OrbiMed Advisors LLC (" OrbiMed Advisors "), OrbiMed Capital GP VI LLC (" GP VI "), OrbiMed Capital GP VIII LLC (" GP VIII "), and OrbiMed Genesis GP LLC (" OrbiMed Genesis ") (collectively, the " Reporting Persons "). (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. GP VI, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. GP VI has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. GP VIII, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. GP VIII has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed Genesis, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed Genesis has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. The directors and executive officers of OrbiMed Advisors, GP VI, GP VIII, and OrbiMed Genesis are set forth on Schedules I, II, III, and IV, respectively, attached hereto. Schedules I through IV set forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration On June 17, 2024, OrbiMed Advisors and GP VI, pursuant to their authority under the limited partnership agreement OPI VI, as more particularly referred to in Item 6 below, caused OrbiMed Private Investments VI, LP (" OPI VI ") to purchase 28,404 Shares in the Offering. On June 17, 2024, OrbiMed Advisors and GP VIII, pursuant to their authority under the limited partnership agreement of OrbiMed Private Investments VIII, LP (" OPI VIII "), as more particularly referred to in Item 6 below, caused OPI VIII to purchase 43,944 Shares in the Offering. On June 17, 2024, OrbiMed Advisors and OrbiMed Genesis, pursuant to their authority under the limited partnership agreement of OrbiMed Genesis Master Fund, L.P. (" Genesis "), caused Genesis to purchase 10,986 Shares in the Offering. The source of funds for such purchases was the working capital of OPI VI, OPI VIII, and Genesis.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material chang

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following disclosure is based upon 29,639,885 Shares outstanding of the Issuer, as set forth in the Issuer's 424(b)(5) Prospectus filed with the SEC on June 14, 2024. As of the date of this filing, OPI VI, a limited partnership organized under the laws of Delaware, holds 608,611 Shares, constituting approximately 2.1% of the issued and outstanding Shares. GP VI is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the managing member of GP VI, pursuant to the terms of the limited liability company agreement of GP VI. As a result, OrbiMed Advisors and GP VI share power to direct the vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VI. In addition, OrbiMed Advisors and GP VI, pursuant to their authority under the limited partnership agreement of OPI VI, caused OPI VI to enter into the agreements referred to in Item 6 below. As of the date of this filing, OPI VIII, a limited partnership organized under the laws of Delaware, holds 941,569 Shares, constituting approximately 3.2% of the issued and outstanding Shares. GP VIII is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII, and OrbiMed Advisors is the managing member of GP VIII, pursuant to the terms of the limited liability company agreement of GP VIII. As a result, OrbiMed Advisors and GP VIII share power to direct the vote and disposition of the Shares held by OPI VIII and may be deemed directly or indirectly, including by reason of their mutual affiliation,

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP VI is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI. Pursuant to this agreement and relationship, GP VI has discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares of the Issuer attributable to OPI VI is 608,611 Shares. GP VI, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 608,611 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP VIII is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII. Pursuant to this agreement and relationship, GP VIII has discretionary investment management authority with respect to the assets of OPI VIII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VIII. The number of outstanding Shares of the Issuer attributable to OPI VIII is 941,569 Shares. GP VIII, pursuant to its authority under the limited partnership agreement of OPI VIII, may be considered to hold indirectly 941,569 Shares. OrbiMed Genesis is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis. Pursuant to this agreement and relationship, OrbiMed Genesis has discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power to vote and otherwise dispose of securities held by Genesis. The number of outstanding Shares of the Issuer attributable to Genesis is 235,391 Shares. OrbiMed Genesis, pursuant to its authority under the limited partnership agreement

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP VI LLC, OrbiMed Capital GP VIII LLC, and OrbiMed Genesis GP LLC. 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: June 20, 2024 ORBIMED ADVISORS LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member ORBIMED CAPITAL GP VI LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC ORBIMED CAPITAL GP VIII LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC ORBIMED GENESIS GP LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC SCHEDULE I The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54 th Floor, New York, NY 10022. Name Position with Reporting Person Principal Occupation Carl L. Gordon Member Member OrbiMed Advisors LLC Sven H. Borho German and Swedish Citizen Member Member OrbiMed Advisors LLC W. Carter Neild Member Member OrbiMed Advisors LLC Geoffrey C. Hsu Member Member OrbiMed Advisors LLC C. Scotland Stevens Member Member OrbiMed Advisors LLC David P. Bonita Member Member OrbiMed Advisors LLC Peter A. Thompson Member Member OrbiMed Advisors LLC Matthew S. Rizzo Member Member OrbiMed Advisors LLC Trey Block Chief Financial Officer Chief Financial Officer OrbiMed Advisors LLC SCHEDULE II The business and operations of OrbiMed Capital GP VI LLC are ma

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