Item 1. Security and Issuer.
This statement relates to the common stock, $.001 par value (the “Common Stock”) of Interleukin Genetics, Inc. (the “Issuer”) having its principal executive office at 135 Beaver Street, Waltham, MA 02452.
Item 2. Identity and Background.
This statement is being filed by:
(a) Growth Equity Opportunities Fund III, LLC (“GEO”);
(b) New Enterprise Associates 14, L.P. (“NEA 14”), which is the sole member of GEO, NEA Partners 14, L.P. (“NEA Partners 14”), which is the sole general partner of NEA 14; and NEA 14 GP, LTD (“NEA 14 LTD” and, together with NEA Partners 14, the “Control Entities”), which is the sole general partner of NEA Partners 14; and
(c) Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Anthony A Florence, Jr. (“Florence”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”), David M. Mott (“Mott”), Scott D. Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”), Ravi Viswanathan (“Viswanathan”) and Harry R. Weller (“Weller”) (together, the “Directors”). The Directors are the directors of NEA 14 LTD.
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 GEO and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett, Barris, Drant, Florence, Kerins, Mott and Weller is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Kolluri, Sandell, Sonsini and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of GEO and NEA 14 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 14 is to act as the sole general partner of NEA 14. The principal business of NEA 14 LTD is to act as the sole general partner of NEA Partners 14. The principal business of each of the Directors 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 is a limited liability company organized under the laws of the State of Delaware. NEA 14 and NEA Partners 14 are exempt limited partnerships organized under the laws of the Cayman Islands. NEA 14 LTD is an exempted company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
GEO acquired 15,429,122 shares (the “Common Shares”) of Common Stock and a certain Common Stock Purchase Warrant, a form of which is attached as Exhibit 4.1 to the Issuer’s Form 8-K filed on May 20, 2013 (the “8-K”) and incorporated by reference herein (the “Warrant” and, together with the Common Shares, the “Securities”), to purchase, subject to certain limitations, 11,571,842 shares of Common Stock (the “Total Warrant Shares”) from the Issuer in a privately-negotiated transaction (the “Sale”) pursuant to that certain Common Stock Purchase Agreement (the “Purchase Agreement”), a form of which is attached as Exhibit 10.1 to the 8-K and incorporated by reference herein, among the Issuer, GEO and certain other purchasers dated May 17, 2013, at an aggregate purchase price to GEO of $4,235,293.99.
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The working capital of GEO was the source of the funds for the purchase of the 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 or the Total Warrant Shares.
Item 4. Purpose of Transaction.
GEO acquired the Securities for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, GEO 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. |
Item 5. Interest in Securities of the Issuer.
GEO is the record owner of the Securities.
In addition, pursuant to the Warrant, GEO has the right to purchase a maximum of 63% of the Total Warrant Shares, such portion representing 7,290,260 Common Shares, beginning on May 17, 2013 and 37% of the Total Warrant Shares upon the approval by the Issuer’s shareholders of an increase in the number of authorized shares of the Issuer.
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Accordingly, GEO may be deemed to beneficially own 7,290,260 shares of Common Stock (the “GEO Warrant Shares”) in addition to the Common Shares, the ownership of which would cause GEO to own a total of 22,719,382 shares of Common Stock (the “GEO Shares”).
As the sole member of GEO, NEA 14 may be deemed to own beneficially the GEO Shares. As the general partner of NEA 14, NEA Partners 14 may be deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 14, NEA 14 LTD may be deemed to own beneficially the GEO Shares. As members of NEA 14 LTD, each of the Directors 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 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 87,820,595 shares deemed to be outstanding, which includes (a) 36,814,488 shares of Common Stock reported to be outstanding as of April 30, 2013 in the Issuer’s Form 10-Q filed on May 14, 2013, (b) an aggregate of 43,715,847 shares of Common Stock newly issued by the Issuer in the Sale and reported in the 8-K and (c) the GEO 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 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, Shares beneficially owned by any of the Reporting Persons. |
| Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. |
GEO is a party to a Registration Rights Agreement dated May 17, 2013 in addition to the Purchase Agreement and the Warrant, a form of which is attached as Exhibit 10.2 to the 8-K and incorporated by reference herin.
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 24th day of May, 2013.
GROWTH EQUITY OPPORTUNITIES FUND III, LLC
By: NEW ENTERPRISE ASSOCIATES 14, L.P.
Sole Member
By: NEA PARNTERS 14, L.P.
General Partner
By: NEA 14 GP, LTD
General Partner
By: *
Peter J. Barris
Director
NEW ENTERPRISE ASSOCIATES 14, L.P.
By: *
Peter J. Barris
Director
NEA PARTNERS 14, L.P.
By: *
Peter J. Barris
Director
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NEA 14 GP, LTD
Michael James Barrett
Peter J. Barris
Forest Baskett
Ryan D. Drant
Anothony A. Florence, Jr.
Patrick J. Kerins
Krishna S. Kolluri
David M. Mott
Scott D. Sandell
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Peter W. Sonsini
Ravi Viswanathan
Harry R. Weller
*/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
This 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 Interleukin Genetics, Inc.
EXECUTED this 24th day of May, 2013.
GROWTH EQUITY OPPORTUNITIES FUND III, LLC
By: NEW ENTERPRISE ASSOCIATES 14, L.P.
Sole Member
By: NEA PARNTERS 14, L.P.
General Partner
By: NEA 14 GP, LTD
General Partner
By: *
Peter J. Barris
Director
NEW ENTERPRISE ASSOCIATES 14, L.P.
By: *
Peter J. Barris
Director
NEA PARTNERS 14, L.P.
By: *
Peter J. Barris
Director
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NEA 14 GP, LTD
Michael James Barrett
Peter J. Barris
Forest Baskett
Ryan D. Drant
Anthony A. Florence, Jr.
Patrick J. Kerins
Krishna S. Kolluri
David M. Mott
Scott D. Sandell
Peter W. Sonsini
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Ravi Viswanathan
Harry R. Weller
*/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 Charles W. Newhall III, Louis S. Citron, Eugene A. Trainor III, Timothy Schaller and Shawn Conway, and each of them, with full power to act without the others, his 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 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 might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his 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 4th day of May, 2009.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Rohini Chakravarthy
Rohini Chakravarthy
/s/ Patrick Chung
Patrick Chung
/s/ Ryan Drant
Ryan Drant
/s/ Shawn Conway
Shawn Conway
/s/ Anthony A. Florence
Anthony A. Florence
/s/ Robert Garland
Robert Garland
/s/ Paul Hsiao
Paul Hsiao
/s/ Vladimir Jacimovic
Vladimir Jacimovic
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ Suzanne King
Suzanne King
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/s/ Krishna S. Kolluri
Krishna S. Kolluri
/s/ C. Richard Kramlich
C. Richard Kramlich
/s/ Charles M. Linehan
Charles M. Linehan
/s/ Edward Mathers
Edward Mathers
/s/ David M. Mott
David M. Mott
/s/ John M. Nehra
John M. Nehra
/s/ Charles W. Newhall III
Charles W. Newhall III
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Mark W. Perry
Mark W. Perry
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Eugene A. Trainor III
Eugene A. Trainor III
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Harry Weller
Harry Weller
