Schedule 13D
Item 1. Security and Issuer.
This statement relates to the common stock, $.001 par value (the “Common Stock”) of ARCA biopharma, Inc. (the “Issuer”) having its principal executive office at 11080 Circle Point Road, Suite 140, Westminster, CO 80020.
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) Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Anthony A Florence, Jr. (“Florence”), Krishna S. Kolluri (“Kolluri”), Joshua Makower (“Makower”), David M. Mott (“Mott”), Jon M. Sakoda (“Sakoda”), Scott D. Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”), Ravi Viswanathan (“Viswanathan”) and Harry R. Weller (“Weller”) (together, the “Managers”). 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 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 Barris, Florence, 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, Makower, Sakoda, Sandell, Sonsini and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
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.
Item 3. Source and Amount of Funds or Other Consideration.
On June 10, 2015, GEO entered into a Securities Purchase Agreement among the Issuer, GEO and certain other purchasers (the “Purchase Agreement), a form of which is attached as Exhibit 10.1 to the Issuer’s Form 8-K filed on June 11, 2015 (the “8-K”) and incorporated by reference herein, pursuant to which GEO acquired 10,221,465 shares (the “GEO Shares”) of Common Stock and a certain Warrant to Purchase Common Stock, a form of which is attached as Exhibit 4.1 to the 8-K and incorporated by reference herein, subject to certain limitations, up to an aggregate of 4,088,586 shares of Common Stock (the “GEO Warrant Shares” and, together with the GEO Shares, the “Securities”), exercisable immediately, from the Issuer, at a purchase price of $0.8805 per unit, in a private placement transaction (the “Offering”) for an aggregate purchase price to GEO of $8,999,999.93
GROWTH EQUITY OPPORTUNITIES FUND IV, LLC
By: | NEW ENTERPRISE ASSOCIATES 15, L.P. |
| By: NEA PARTNERS 15, L.P. |
By: *
Louis S. Citron
Chief Legal Officer
NEW ENTERPRISE ASSOCIATES 15, L.P.
By: *
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
By: *
Louis S. Citron
Chief Legal Officer
CUSIP No. 00211Y100 | 13D | Page 24 of 27 Pages |
NEA 15 GP, LLC
By: *
Louis S. Citron
Chief Legal Officer
Peter J. Barris
Forest Baskett
Scott D. Sandell
CUSIP No. 00211Y100 | 13D | Page 25 of 27 Pages |
Peter W. Sonsini
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.
CUSIP No. 00211Y100 | 13D | Page 26 of 27 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 1st day of August, 2013.
/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/ Anthony A. Florence
Anthony A. Florence
/s/ Robert Garland
Robert Garland
/s/ Paul Hsiao
Paul Hsiao
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ Suzanne King
Suzanne King
CUSIP No. 00211Y100 | 13D | Page 27 of 27 Pages |
/s/ Krishna S. Kolluri
Krishna S. Kolluri
/s/ C. Richard Kramlich
C. Richard Kramlich
/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/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Harry Weller
Harry Weller