UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Lyra Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
55234L105
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☑ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing of 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.
CUSIP No. 55234L105
Page 2 of 9
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Intersouth Partners VII, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐
(b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
738,203 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
738,203 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
738,203 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.7%(1) | |||||
| 12. | Type of Reporting Person
| |||||
| PN | ||||||
| 1 | This percentage is calculated based upon 12,926,967 shares of common stock outstanding on November 2, 2020 as reported by Lyra Therapeutics, Inc. (the “Issuer”) on its Form 10-Q for the quarterly period ended September 30, 2020 (the Form 10-Q”) as filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2020. |
CUSIP No. 55234L105
Page 3 of 9
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Intersouth Associates VII, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐
(b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
738,203 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
738,203 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
738,203 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.7%(2) | |||||
| 12. | Type of Reporting Person
| |||||
| 00 | ||||||
| 2 | This percentage is calculated based upon 12,926,967 shares of common stock outstanding on November 2, 2020 as reported by the Issuer on its Form 10-Q as filed with the SEC on November 10, 2020. |
CUSIP No. 55234L105
Page 4 of 9
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Dennis Dougherty | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐
(b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
738,203 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
738,203 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
738,203 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.7%(3) | |||||
| 12. | Type of Reporting Person
| |||||
| IN | ||||||
| 3 | This percentage is calculated based upon 12,926,967 shares of common stock outstanding on November 2, 2020 as reported by the Issuer on its Form 10-Q as filed with the SEC on November 10, 2020. |
CUSIP No. 55234L105
Page 5 of 9
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Mitch Mumma | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐
(b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
738,203 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
738,203 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
738,203 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.7%(4) | |||||
| 12. | Type of Reporting Person
| |||||
| IN | ||||||
| 4 | This percentage is calculated based upon 12,926,967 shares of common stock outstanding on November 2, 2020 as reported by the Issuer on its Form 10-Q as filed with the SEC on November 10, 2020. |
CUSIP No. 55234L105
Page 6 of 9
| Item 1(a) | Name of Issuer |
Lyra Therapeutics, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
480 Arsenal Way
Watertown, Massachusetts 02472
| Item 2(a) | Name of Persons Filing |
Intersouth Partners VII, L.P. (“ISP VII”)
Intersouth Associates VII, LLC (“ISA VII, LLC”)
Dennis Dougherty
Mitch Mumma (together with ISP VII, ISA VII, LLC, and Mr. Dougherty, the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office, or if none, Residence |
For each of the Reporting Persons:
c/o Intersouth Partners
4711 Hope Valley Road
Suite 4F – 632
Durham, North Carolina 27707
| Item 2(c) | Citizenship |
ISP VII – Delaware limited partnership
ISA VII, LLC – Delaware limited liability company
Dennis Dougherty – United States of America
Mitch Mumma – United States of America
| Item 2(d) | Title of Class of Securities |
Common Stock, $0.001 par value per share
| Item 2(e) | CUSIP Number |
55234L105
| Item 3. | Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c) |
Not Applicable
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned |
CUSIP No. 55234L105
Page 7 of 9
The Reporting Persons are the owners of an aggregate of 738,203 shares of Common Stock, which represents 5.7% of the Issuer’s outstanding common stock based upon 12,926,957 shares of common stock outstanding on November 2 2020 as reported on its Form 10-Q as filed with the SEC on November 10, 2020. ISP VII directly beneficially owns 738,203 shares of Common Stock, or 5.7% of the Issuer’s common stock outstanding. ISA VII, LLC, as the general partner of ISP VII, may be deemed to indirectly beneficially own the securities owned by ISP VII. Messrs. Dougherty and Mumma, as Member Managers of ISA VII, LLC, may be deemed to indirectly beneficially own the securities owned by ISP VII.
Each of (i) ISP VII, (ii) ISA VII, LLC, and (iii) Messrs. Dougherty and Mumma, may be deemed to share the power to vote or direct the voting of, and to dispose or direct the disposition of, the securities of Issuer that are directly beneficially owned by ISP VII. Each of Messrs. Dougherty and Mumma disclaims beneficial ownership of all securities other than those he owns by virtue of his indirect pro rata interest as a member of ISA VII, LLC.
| (b) | Percent of Class |
ISP VII – 5.7%
ISA VII, LLC – 5.7%
Mitch Mumma – 5.7%
Dennis Dougherty – 5.7%
The above percentages are based on 12,926,957 shares of common stock outstanding on November 2, 2020 as reported on its Form 10-Q as filed with the SEC on November 10, 2020.
| (c) | Number of shares as to which the person has; |
| (i) | sole power to vote or direct the vote: |
ISP VII – 0
ISA VII, LLC – 0
Mitch Mumma – 0
Dennis Dougherty – 0
| (ii) | shared power to vote or direct the vote: |
ISP VII – 738,203
ISA VII, LLC – 738,203
Mitch Mumma – 738,203
Dennis Dougherty – 738,203
(See Item 4(a))
| (iii) | sole power to dispose or direct the disposition of: |
ISP VII – 0
ISA VII, LLC – 0
Mitch Mumma – 0
Dennis Dougherty – 0
CUSIP No. 55234L105
Page 8 of 9
| (iv) | shared power to dispose or direct the disposition of: |
ISP VII – 738,203
ISA VII, LLC – 738,203
Mitch Mumma – 738,203
Dennis Dougherty – 738,203
(See Item 4(a))
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below I certify that, to the best of my 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.
Exhibit Index
Exhibit A – Joint Filing Agreement
CUSIP No. 55234L105
Page 9 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to such person is true, complete and correct.
Date: February 12, 2021
| INTERSOUTH PARTNERS VII, L.P. | ||
| By: | Intersouth Associates VII, LLC | |
| its General Partner | ||
| By: | /s/ Dennis Dougherty | |
| Name: | Dennis Dougherty | |
| Title: | Member Manager | |
| INTERSOUTH ASSOCIATES VII, L.P. | ||
| By: | Intersouth Associates VII, LLC | |
| its General Partner | ||
| By: | /s/ Mitch Mumma | |
| Name: | Mitch Mumma | |
| Title: | Member Manager | |
| /s/ Dennis Dougherty | ||
| Dennis Dougherty | ||
| /s/ Mitch Mumma | ||
| Mitch Mumma | ||
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
Date: February 12, 2021
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.
| INTERSOUTH PARTNERS VII, L.P. | ||
| By: | Intersouth Associates VII, LLC | |
| its General Partner | ||
| By: | /s/ Dennis Dougherty | |
| Name: | Dennis Dougherty | |
| Title: | Member Manager | |
| INTERSOUTH ASSOCIATES VII, L.P. | ||
| By: | Intersouth Associates VII, LLC | |
| its General Partner | ||
| By: | /s/ Mitch Mumma | |
| Name: | Mitch Mumma | |
| Title: | Member Manager | |
| /s/ Dennis Dougherty | ||
| Dennis Dougherty | ||
| /s/ Mitch Mumma | ||
| Mitch Mumma | ||