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SpyGlass Pharma, Inc. had several New Enterprise Associates entities file an initial Form 3 reporting their status as 10% owners as of February 5, 2026. The reporting persons are New Enterprise Associates 17, L.P., NEA Partners 17, L.P., and NEA 17 GP, LLC.
The holdings consist of multiple series of preferred stock that are convertible into SpyGlass Pharma common stock. NEA 17 directly holds Series B, Series C-1, Series C-2, and Series D Preferred Stock, which together correspond to 1,619,240, 1,370,168, 1,370,168 and 737,962 shares of common stock, respectively. All preferred shares will automatically convert one-for-one into common stock before the closing of SpyGlass Pharma’s initial public offering.
SpyGlass Pharma, Inc. received an initial ownership report from Edward T. Mathers as a 10% owner. The filing shows entities associated with him indirectly hold multiple series of preferred stock in SpyGlass.
These indirect holdings include 1,619,240 shares of Series B Preferred Stock, 1,370,168 shares of Series C-1 Preferred Stock, 1,370,168 shares of Series C-2 Preferred Stock, and 737,962 shares of Series D Preferred Stock, all held through New Enterprise Associates 17, L.P. The preferred shares will automatically convert into an equal number of common shares on a one-for-one basis before the closing of SpyGlass Pharma’s initial public offering of common stock.
SpyGlass Pharma, Inc. filed an initial ownership report for 10% owner Mohamad Makhzoumi, showing indirect holdings of multiple preferred stock series that are convertible into common shares. All preferred shares will automatically convert to common stock on a one-for-one basis before the closing of the company’s initial public offering.
The indirect holdings include Series A, B, C-1, C-2 and D preferred stock of SpyGlass Pharma. These securities are held through New Enterprise Associates funds NEA 16 and NEA 17, where related partnerships are the direct beneficial owners. The reporting person disclaims beneficial ownership of portions of these fund-held securities in which he has no pecuniary interest.
SpyGlass Pharma, Inc. received an initial Form 3 from investment entities associated with RA Capital Management, L.P. reporting indirect holdings of multiple series of preferred stock. These include Series C-1, Series C-2 and Series D preferred shares that are each convertible into SpyGlass common stock on a one-for-one basis before the closing of SpyGlass’s initial public offering. The preferred shares are held directly by RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund III, L.P., with RA Capital Management acting as investment manager. RA Capital, its related general partners, and individuals Peter Kolchinsky and Rajeev Shah disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest. Principal Zachary Scheiner of RA Capital serves on SpyGlass Pharma’s board of directors.
SpyGlass Pharma, Inc. director Dable Habib J filed an initial ownership report stating no securities are beneficially owned. This Form 3 establishes that, as of the reported date, the director holds no direct or indirect ownership of SpyGlass Pharma stock or derivative securities.
SpyGlass Pharma, Inc. director reports no share ownership. Director Michael Dybbs filed an initial insider ownership report stating that he does not beneficially own any non-derivative or derivative securities of SpyGlass Pharma, Inc. This Form 3 establishes his starting ownership position as a board member at zero shares.
SpyGlass Pharma, Inc. director Zachary Scheiner filed an initial Form 3 beneficial ownership report. The filing, effective as of 02/05/2026, states that no securities of SpyGlass Pharma are beneficially owned. The form is signed by attorney-in-fact Brian Aukshunas under a power of attorney.
SpyGlass Pharma director Kirk G. Nielsen filed an initial ownership report detailing indirect preferred share holdings in the company. The filing lists indirect interests in Series B, Series C-1, Series C-2 and Series D preferred stock, each automatically convertible into common stock on a one-for-one basis before the closing of SpyGlass Pharma’s initial public offering.
The preferred shares are held directly by Vensana Capital I, L.P., whose general partner and managing directors, including the reporting person, may be deemed to share voting and investment power. The entities involved expressly disclaim beneficial ownership except to the extent of their pecuniary interests.
SpyGlass Pharma, Inc. director Geoffrey B. Pardo reports indirect beneficial ownership of 1,875,013 shares of the company’s Series D Preferred Stock. All shares of this preferred stock will automatically convert on a one-for-one basis into common stock prior to the closing of the company’s initial public offering of its common stock.
The shares are held by Cooperatieve Gilde Healthcare VG VI U.A., which is managed by Gilde Healthcare VG VI Management B.V. Gilde Healthcare VG VI Management B.V. has sole voting and dispositive power over these shares. Pardo, along with Edwin de Graaf and Pieter Van der Meer, may be deemed to share voting and dispositive power but each disclaims beneficial ownership except for any pecuniary interest.
SpyGlass Pharma director Elizabeth G. O'Farrell reported her beneficial ownership of stock options in the company. She holds a stock option for 65,976 shares of common stock with an exercise price of $7.11 per share, expiring on August 5, 2035.
According to the vesting terms, starting from a Vesting Commencement Date of August 6, 2025, 25% of the option vests on the one-year anniversary, with the remaining shares vesting in equal monthly installments over the following 36 months, subject to her continued service.