UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
Addex Therapeutics Ltd.
(Name
of Issuer)
Shares, nominal value CHF .01 per share
(represented
by American Depositary Shares)
(Title
of Class of Securities)
00654J206
(CUSIP
Number)
Louis
S. Citron, Esq.
New
Enterprise Associates
1954
Greenspring Drive, Suite 600, Timonium, MD 21093
(410)
842-4000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November
27, 2023
(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 §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s 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. 00654J206
|
13D |
Page
2 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS
Growth Equity Opportunities Fund IV, 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)
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 Liability Company
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
shares
|
| |
8 |
|
SHARED
VOTING POWER
7,704,600
shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
7,704,600
shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,704,600
shares
|
|
|
| 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)
6.4%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 00654J206
|
13D |
Page
3 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS
New
Enterprise Associates 15, 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
7,704,600
shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
7,704,600
shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,704,600
shares
|
|
|
| 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)
6.4%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 00654J206
|
13D |
Page
4 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS
NEA Partners 15, 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
7,704,600
shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
7,704,600
shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,704,600
shares
|
|
|
| 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)
6.4%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 00654J206
|
13D |
Page
5 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS
NEA 15 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
7,704,600
shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
7,704,600
shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,704,600
shares
|
|
|
| 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)
6.4%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 00654J206
|
13D |
Page
6 of 17 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 citizen
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0 shares
|
| |
8 |
|
SHARED
VOTING POWER
7,704,600
shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
7,704,600
shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,704,600
shares
|
|
|
| 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)
6.4%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 00654J206
|
13D |
Page
7 of 17 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 citizen
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0 shares
|
| |
8 |
|
SHARED
VOTING POWER
7,704,600
shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
7,704,600
shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,704,600
shares
|
|
|
| 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)
6.4%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 00654J206
|
13D |
Page
8 of 17 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
7,704,600
shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
7,704,600
shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,704,600
shares
|
|
|
| 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)
6.4%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 00654J206
|
13D |
Page
9 of 17 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
7,704,600
shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
7,704,600
shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,704,600
shares
|
|
|
| 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)
6.4%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 00654J206
|
13D |
Page
10 of 17 Pages |
| Item 1. | Security
and Issuer. |
This
Amendment No. 5 (“Amendment No. 5”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed
on January 22, 2021, Amendment No. 1 filed on January 10, 2022, Amendment No. 2 filed on August 23, 2022, Amendment No. 3 filed on November
28, 2022 and Amendment No. 4 filed on April 10, 2023, relating to the shares, nominal value CHF .01 per share (the “Shares”),
including Shares represented by American Depositary Shares (the “ADSs”), with each ADS representing one hundred and twenty
Shares, of Addex Therapeutics Ltd. (the “Issuer”) having its principal executive office at Chemin des Mines 9, CH-1202 Geneva,
Switzerland.
Certain
terms used but not defined in this Amendment No. 5 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1, Amendment
No. 2, Amendment No. 3 and Amendment No. 4 thereto). Except as specifically provided herein, this Amendment No. 5 does not modify any
of the information previously reported on the Schedule 13D (and Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4
thereto).
| Item 2. | Identity
and Background. |
This
statement is being filed by:
(a)
Growth Equity Opportunities Fund IV, LLC (“GEO”);
(b)
New Enterprise Associates 15, L.P. (“NEA 15”), which is the sole member of GEO, NEA Partners 15, L.P. (“NEA Partners
15”), which is the sole general partner of NEA 15; and NEA 15 GP, LLC (“NEA 15 LLC” and, together with NEA Partners
15, the “Control Entities”), which is the sole general partner of NEA Partners 15; and
(c)
Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”),
Scott D. Sandell (“Sandell”) (together, the “Managers”) and Peter W. Sonsini (“Sonsini”). The Managers
are the managers of NEA 15 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 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 Baskett and Makhzoumi 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 Fifth
Avenue, 19th Floor, New York, NY 10011.
The
principal business of GEO and NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States.
The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to
act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities,
GEO 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.
GEO
and NEA 15 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited
partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
CUSIP
No. 00654J206
|
13D |
Page
11 of 17 Pages |
| Item 5. | Interest
in Securities of the Issuer. |
GEO is the
record owner of the GEO Shares. As the sole member of GEO, NEA 15 may be deemed to own beneficially the GEO Shares. As the general partner
of NEA 15, NEA Partners 15 may be deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC
may be deemed to own beneficially the GEO Shares. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the
GEO Shares.
Each Reporting
Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record.
The percentage of outstanding Shares 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 121,129,803 shares, which includes (i) 119,073,893 Shares reported
to be outstanding as of November 27, 2023 in the Issuer’s prospectus filed under Rule 424(b)(3), filed with the SEC on November
30, 2023 and (ii) the Warrant Shares.
| (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 above, none of the Reporting Persons has effected any transaction
in the Shares 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, Shares beneficially owned by any of the Reporting Persons.
|
| (e) |
Sonsini has ceased to beneficially own five percent (5%) or more of the
Issuer’s Common Stock as a result of ceasing to be a manager of NEA 15 LLC.
|
| 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.
CUSIP
No. 00654J206
|
13D |
Page
12 of 17 Pages |
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 8th day of December, 2023
GROWTH EQUITY OPPORTUNITIES FUND
IV, LLC
| By: | NEW ENTERPRISE ASSOCIATES 15, L.P.
Sole Member |
General Partner
| By: | NEA 15 GP, LLC
General Partner |
Louis
S. Citron
Chief Legal Officer
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA PARTNERS 15, L.P.
General Partner |
| By: | NEA 15 GP, LLC
General Partner |
Louis
S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
| By: | NEA 15 GP, LLC
General Partner |
Louis S.
Citron
Chief Legal
Officer
NEA 15 GP, LLC
Louis S.
Citron
Chief Legal
Officer
CUSIP
No. 00654J206
|
13D |
Page
13 of 17 Pages |
*
Forest Baskett
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
Peter W. Sonsini
*/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
This Amendment No. 5 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.
CUSIP
No. 00654J206
|
13D |
Page
14 of 17 Pages |
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 Addex Therapeutics Ltd.
EXECUTED
this 8th day of December, 2023
GROWTH EQUITY OPPORTUNITIES FUND
IV, LLC
| By: | NEW ENTERPRISE ASSOCIATES 15, L.P.
Sole Member |
General Partner
| By: | NEA 15 GP, LLC
General Partner |
Louis
S. Citron
Chief Legal Officer
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA PARTNERS 15, L.P.
General Partner |
| By: | NEA 15 GP, LLC
General Partner |
Louis
S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
| By: | NEA 15 GP, LLC
General Partner |
Louis S.
Citron
Chief Legal
Officer
NEA 15 GP, LLC
Louis S.
Citron
Chief Legal
Officer
CUSIP
No. 00654J206
|
13D |
Page
15 of 17 Pages |
*
Forest Baskett
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
Peter W. Sonsini
*/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.
CUSIP
No. 00654J206
|
13D |
Page
16 of 17 Pages |
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
CUSIP
No. 00654J206
|
13D |
Page
17 of 17 Pages |
/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
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