Barrett and Kerins is to manage NEA 12 LLC, NEA Partners 12, NEA 12 and a number of affiliated partnerships with similar businesses. The principal business of each of Florence, Makower, Mott, Sakoda, Sonsini, Viswanathan and Weller is to manage NEA 15 LLC, NEA Partners 15, NEA Partners 15-OF, NEA 15, NEA 15-OF and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in 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.
Each Fund and each GPLP is a limited partnership organized under the laws of the State of Delaware. NEA 12 LLC and NEA 15 LLC are limited liability companies organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On June 2, 2015, the Funds entered into a Securities Purchase Agreement among the Issuer, the Funds and certain other purchasers (the “Purchase Agreement), pursuant to which (i) NEA 12 acquired 1,869,159 shares (the “NEA 12 Shares”) of Common Stock at a purchase price of $10.70 per share, and a certain warrant to purchase, subject to certain limitations, up to an aggregate of 560,748 shares of Common Stock (the “NEA 12 Warrant Shares” and, together with the NEA 12 Shares, the “NEA 12 Securities”), exercisable immediately, from the Issuer in a private placement transaction (the “Offering”) for an aggregate purchase price to NEA 12 of $20,070,094.80; (ii) NEA 15 acquired 1,401,869 shares (the “NEA 15 Shares”) of Common Stock at a purchase price of $10.70 per share, and a certain warrant to purchase, subject to certain limitations, up to an aggregate of 420,561 shares of Common Stock (the “NEA 15 Warrant Shares and, together with the NEA 15 Shares, the “NEA 15 Securities”), exercisable immediately, from the Issuer in the Offering for an aggregate purchase price to NEA 15 of $15,052,568.43; and (iii) NEA 15-OF acquired 1,401,869 shares (the “NEA 15-OF Shares”) of Common Stock at a purchase price of $10.70 per share, and a certain warrant to purchase, subject to certain limitations, up to an aggregate of 420,561 shares of Common Stock (the “NEA 15-OF Warrant Shares and, together with the NEA 15-OF Shares, the “NEA 15-OF Securities” and, together with the NEA 15 Securities and the NEA 12 Securities, the “Securities”), exercisable immediately, from the Issuer in the Offering for an aggregate purchase price to NEA 15 of $15,052,568.43. In addition, prior to the Offering, NEA 12 acquired 5,619,734 share of Common Stock (the “Prior NEA 12 Shares”). Collectively, the Funds now hold a total of 10,292,631 shares of the Issuer’s Common Stock (the “Total Shares”) and warrants to purchase 1,401,870 shares of the Issuer’s Common Stock (the “Total Warrant Shares” and, together with the Total Shares, the “Firm Shares”).
The working capital of NEA 12 was the source of the funds for the purchase of the NEA 12 Securities. The working capital of NEA 15 was the source of the funds for the purchase of the NEA 15 Securities. The working capital of NEA 15-OF was the source of the funds for the purchase of the NEA 15-OF Securities. No part of the purchase price of the Securities was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Securities.
Item 4. Purpose of Transaction.
The Funds acquired the Securities for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, the Funds and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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