SpyGlass Pharma (SGP) 10% holder adds IPO shares via NEA funds
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SpyGlass Pharma’s 10% owner Mohamad Makhzoumi reported IPO-related share activity on February 9, 2026. Investment entities associated with him converted multiple series of preferred stock into common stock on a one-for-one basis immediately before the company’s initial public offering.
The filing also shows an indirect open-market or private purchase of 937,500 shares of common stock at $16 per share, bringing related indirect holdings to 6,035,038 common shares under the NEA 17 structure. Additional indirect common shares are held through NEA 16 entities. Makhzoumi disclaims beneficial ownership of portions of these fund-held securities where he has no pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 937,500 shares ($15,000,000)
Net Buy
13 txns
Insider
Makhzoumi Mohamad
Role
10% Owner
Bought
937,500 shs ($15.00M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Preferred Stock | 1,619,240 | $0.00 | -- |
| Conversion | Series C-1 Preferred Stock | 1,370,168 | $0.00 | -- |
| Conversion | Series C-2 Preferred Stock | 1,370,168 | $0.00 | -- |
| Conversion | Series D Preferred Stock | 737,962 | $0.00 | -- |
| Conversion | Series A Preferred Stock | 954,990 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 402,273 | $0.00 | -- |
| Conversion | Common Stock | 1,619,240 | $0.00 | -- |
| Conversion | Common Stock | 1,370,168 | $0.00 | -- |
| Conversion | Common Stock | 1,370,168 | $0.00 | -- |
| Conversion | Common Stock | 737,962 | $0.00 | -- |
| Purchase | Common Stock | 937,500 | $16.00 | $15.00M |
| Conversion | Common Stock | 954,990 | $0.00 | -- |
| Conversion | Common Stock | 402,273 | $0.00 | -- |
Holdings After Transaction:
Series B Preferred Stock — 0 shares (Indirect, See Note 2);
Series C-1 Preferred Stock — 0 shares (Indirect, See Note 2);
Series C-2 Preferred Stock — 0 shares (Indirect, See Note 2);
Series D Preferred Stock — 0 shares (Indirect, See Note 2);
Series A Preferred Stock — 0 shares (Indirect, See Note 3);
Common Stock — 1,619,240 shares (Indirect, See Note 2)
Footnotes (1)
- All shares of the preferred stock, par value $0.00001 per share, of the Issuer automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock"), prior to the closing of the Issuer's initial public offering of its Common Stock on February 9, 2026. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Exchange Act or otherwise of such portion of the securities held by NEA 16 in which the Reporting Person has no pecuniary interest.
FAQ
What insider activity did SpyGlass Pharma (SGP) report for Mohamad Makhzoumi?
SpyGlass Pharma reported preferred-to-common conversions and a share purchase linked to Mohamad Makhzoumi–associated entities. Several preferred series automatically converted into common stock before the IPO, and 937,500 common shares were indirectly bought at $16, increasing indirect holdings tied to NEA-managed funds.
What preferred stock conversions did SpyGlass Pharma (SGP) disclose in this Form 4?
Several preferred series automatically converted into common stock one-for-one. Series A, B, C-1, C-2, and D preferred shares converted into equal numbers of common shares immediately before SpyGlass Pharma’s initial public offering on February 9, 2026, with ownership reported indirectly through NEA 16 and NEA 17 funds.
How are NEA 16 and NEA 17 involved in SpyGlass Pharma (SGP) ownership?
New Enterprise Associates funds NEA 16 and NEA 17 are the direct owners. Mohamad Makhzoumi is a manager of the respective general partners of these funds, which directly hold the SpyGlass Pharma securities. He disclaims beneficial ownership of portions where he has no pecuniary interest.