CUSIP
No. 00973J101
|
13D |
Page
2 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
New Enterprise Associates 16, 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)
WC
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares1
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
___________________________
1
Includes only shares directly held by NEA 16. NEA 16 may be deemed to be part of a voting group and may be deemed to have beneficial
ownership of the shares held by such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
3 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA Partners 16, 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)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares2
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
___________________________
2 Includes only shares directly
held by NEA 16. NEA 16 may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by
such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
4 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA 16 GP, LLC
|
|
|
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)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares3
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
___________________________
3
Includes only shares directly held by NEA 16. NEA 16 may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
5 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Forest
Baskett
|
|
|
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)
AF
|
|
|
5. |
|
CHECK
BOX 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
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares4
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
___________________________
4 Includes only shares
directly held by NEA 16. NEA 16 may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares
held by such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
6 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Ali Behbahani
|
|
|
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)
AF
|
|
|
5. |
|
CHECK
BOX 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
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares5
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
___________________________
5 Includes only shares directly
held by NEA 16. NEA 16 may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by
such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
7 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Carmen Chang
|
|
|
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)
AF
|
|
|
5. |
|
CHECK
BOX 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
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares6
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
___________________________
6
Includes only shares directly held by NEA 16. NEA 16 may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
8 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Anthony A. Florence, Jr.
|
|
|
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)
AF
|
|
|
5. |
|
CHECK
BOX 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
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares7
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
___________________________
7
Includes only shares directly held by NEA 16. NEA 16 may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
9 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Mohamad H. Makhzoumi
|
|
|
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)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares8 |
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
___________________________
8
Includes only shares directly held by NEA 16. NEA 16 may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
10 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Scott D. Sandell
|
|
|
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)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares9
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
___________________________
9
Includes only shares directly held by NEA 16. NEA 16 may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
11 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Peter W. Sonsini
|
|
|
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)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares10
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
___________________________
10
Includes only shares directly held by NEA 16. NEA 16 may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
12 of 21 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Paul Walker
|
|
|
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)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
4,294,207
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
4,294,207
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,207
shares11
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
___________________________
11
Includes only shares directly held by NEA 16. NEA 16 may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
CUSIP
No. 00973J101
|
13D |
Page
13 of 21 Pages |
Item
1. Security and Issuer.
This
Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the Schedule 13D originally filed on July 7, 2020
relating to the common shares, $0.0001 par value (the “Common Stock”), of Akouos, Inc. (the “Issuer”), having
its principal executive office at 645 Summer Street, Suite 200, Boston, Massachusetts 02210.
Certain
terms used but defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 16, L.P. (“NEA 16”), NEA Partners 16, L.P. (“NEA Partners 16”), which is the sole general
partner of NEA 16; and NEA 16 GP, LLC (“NEA 16 LLC” and, together with NEA Partners 16, the “Control Entities”),
which is the sole general partner of NEA Partners 16; and
(b)
Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence,
Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Scott D. Sandell (“Sandell”), Peter W. Sonsini
(“Sonsini”) and Paul Walker (“Walker”) (together, the “Managers”) and Joshua Makower (“Makower”).
The Managers are the managers of NEA 16 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of NEA 16 and each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Behbahani is New Enterprise Associates, 5425 Wisconsin
Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Chang, Makhzoumi, Sonsini and Walker
is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence
is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.
The
principal business of NEA 16 is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA 16 LLC is to act as the sole
general partner of NEA Partners 16. The principal business of each of the Managers is to manage the Control Entities, NEA 16 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.
NEA
16 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 16 and NEA Partners 16 are limited partnerships
organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
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Item
4. Purpose of Transaction.
On
October 17, 2022, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eli Lilly and Company
(“Lilly”) and Lilly’s wholly owned subsidiary Kearny Acquisition Corporation, a Delaware corporation (“Purchaser”),
relating to, among other things, the merger of Purchaser with the Issuer in an all cash transaction, pursuant to a tender offer, with
the Issuer surviving as a wholly owned subsidiary of Lilly. In connection with the Merger Agreement, NEA 16 and certain other stock holders
(each a “Stockholder” and together, the “Stockholders”) entered into a tender and support agreement (the “Voting
Agreement”) with Lilly pursuant to which each Stockholder agreed, among other things, and subject to the terms and conditions of
the Voting Agreement, (i) to tender all of the Shares held by such Stockholder (the “Subject Shares”) in the Offer, subject
to certain exceptions (including the valid termination of the Merger Agreement), (ii) to vote against other proposals to acquire the
Company and (iii) to certain other restrictions on its ability to take actions with respect to the Company and its Shares. Subject to
certain exceptions, the Voting Agreement prohibits transfers by the Stockholders of any of their shares of Common Stock prior to the
termination of the Voting Agreement and certain other actions that would impair the ability of the Stockholders to fulfill their obligations
under the Voting Agreement. The Voting Agreement will automatically terminate upon certain events, including the termination of the Merger
Agreement. The foregoing descriptions of the Merger Agreement and the Voting Agreement are qualified in their entirety by reference to
the full text of such agreements. The foregoing description of the Voting Agreement is qualified in its entirety by reference to the
full text of such agreement. The Merger Agreement and Voting Agreement are included as Exhibit 2.1 and Exhibit 2.4, respectively, of
the Issuer’s Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on October 18, 2022 and are incorporated
herein by reference.
NEA
16 holds a total of 4,294,207 shares of the Issuer’s Common Stock (the “NEA 16 Shares”). As a result of the Voting
Agreement, the Reporting Persons may be deemed to be members of a “group” with the parties to the Voting Agreement.
12
Subject
to the terms of the Voting Agreement and depending on market conditions, its continuing evaluation of the business and prospects of the
Issuer and other factors, NEA 16 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:
| (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 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 present capitalization or dividend policy of the Issuer; |
| (f) | Any
other material change in the Issuer’s business or corporate structure; |
| (g) | Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing
a class of securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; |
| (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated above. |
_____________
12 See
the Schedule 13D or 13G (or an amendment thereto to the extent any material change in the facts set forth in any Schedule 13D or 13G
previously filed by any other Stockholder has occurred) filed, or that the Reporting Persons anticipate will be filed, separately by
each Stockholder, which includes, or will include, information regarding the other Stockholder’s jurisdiction of organization,
principal business and address of principal office.
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Item
5. Interest in Securities of the Issuer.
| (a) | NEA
16 is the record owner of the NEA 16 Shares. As the general partner of NEA 16, NEA Partners
16 may be deemed to own beneficially the NEA 16 Shares. As the sole general partner of NEA
Partners 16, NEA 16 LLC may be deemed to own beneficially the NEA 16 Shares. As members of
NEA 16 LLC, each of the Managers may be deemed to own beneficially the NEA 16 Shares. |
Each Reporting
Person disclaims beneficial ownership of the NEA 16 Shares and the shares held by the other Stockholders other than those shares which
such person owns of record.
The percentage
of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line
13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 36,899,325 shares of Common Stock reported
to be outstanding on July 29, 2022 in the Issuer’s Form 10Q, filed with the SEC on August 15, 2022.
| (b) | Regarding
the number of shares as to which such person has: |
| (i) | sole power
to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared power
to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole power
to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared power
to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | Except
as set forth in Item 3 or 4 above, none of the Reporting Persons has effected any transaction
in the Common Stock during the last 60 days. |
| (d) | No
other person is known to have the right to receive or the power to direct the receipt of
dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any
of the Reporting Persons. |
| (e) | Makower
has ceased to beneficially own five percent (5%) or more of the Issuer’s Ordinary Shares
as a result of ceasing to be a manager of NEA 16 LLC.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
information provided and incorporated by reference in Item 4 is hereby incorporated by reference.
Item
7. Material to Be Filed as Exhibits.
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
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SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 28th day of October, 2022.
NEW
ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA
PARTNERS 16, L.P.
General
Partner |
| By: | NEA
16 GP, LLC
General
Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 16, L.P.
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
16 GP, LLC
By:
*
Scott
D. Sandell
Chief
Executive Officer
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*
Forest
Baskett
*
Ali Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua Makower
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul Walker
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Amendment No. 1 to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
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EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of stock of Akouos, Inc.
EXECUTED
this 28th day of October, 2022.
NEW
ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA
PARTNERS 16, L.P.
General
Partner |
| By: | NEA
16 GP, LLC
General
Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 16, L.P.
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
16 GP, LLC
By:
*
Scott
D. Sandell
Chief
Executive Officer
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No. 00973J101
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19 of 21 Pages |
*
Forest
Baskett
*
Ali Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua Makower
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul Walker
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
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EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie
Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of
substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed
on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager
of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes
as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
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/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang