SCHEDULE: NEA 17 Reports Decreased Stake in MBX Biosciences
Schedule 13D Amendment
New Enterprise Associates 17 and its affiliates have reported a decrease in their beneficial ownership of MBX Biosciences, Inc. common stock to 8.1% due to an increase in outstanding shares.
Summary
- New Enterprise Associates 17, L.P. (NEA 17) and its affiliated entities and managers (Reporting Persons) have filed an Amendment No. 1 to their Schedule 13D for MBX Biosciences, Inc.
- The amendment reports a decrease in the Reporting Persons' beneficial ownership of MBX Biosciences' Common Stock by more than 1%.
- This decrease is attributed to an increase in the total number of outstanding Common Stock of the Issuer, not a disposition by the Reporting Persons.
- As of November 6, 2025, the Reporting Persons collectively beneficially own 3,614,486 shares of Common Stock, representing 8.1% of the class.
- Edward T. Mathers, one of the Managers, also holds options to purchase an additional 4,988 shares, bringing his individual aggregate beneficial ownership to 3,619,474 shares, also representing 8.1% of the class when considering his options.
- The percentage calculation is based on 44,902,302 shares of Common Stock outstanding as of November 3, 2025, as reported by MBX Biosciences in its Form 10-Q filed on November 6, 2025.
- NEA 17 initially acquired the shares for investment purposes and may acquire or dispose of additional shares based on market conditions and evaluation of the Issuer.
- No Reporting Person has effected any transactions in the Issuer's securities in the past 60 days.
Sentiment
Score: 5
Explanation: The filing is a neutral, factual disclosure of a change in beneficial ownership percentage due to dilution, not a reflection of positive or negative company performance or strategic shift by the investor.
Risks
- The Reporting Persons may dispose of or acquire additional shares of the Issuer, which could impact the stock price.
Future Outlook
The Reporting Persons may dispose of or acquire additional shares of MBX Biosciences, Inc. depending on market conditions, their continuing evaluation of the business and prospects of the Issuer, and other factors. They currently have no present plans for extraordinary corporate transactions, changes in management, capitalization, or corporate structure.
Industry Context
This filing reflects a routine disclosure by a significant institutional investor, New Enterprise Associates, regarding its stake in a publicly traded biotechnology company, MBX Biosciences. Such adjustments in reported ownership percentages due to changes in the issuer's total outstanding shares are common in the investment landscape, particularly for venture capital firms that often hold early-stage investments through various funding rounds.
Stakeholder Impact
- Shareholders: Existing shareholders, including the Reporting Persons, experience a slight dilution of their proportional ownership due to the increase in outstanding shares.
Next Steps
- Reporting Persons may dispose of or acquire additional shares of MBX Biosciences, Inc.
Key Dates
| Date | Description |
|---|---|
| 2024-02-29 | Date of Power of Attorney for SEC filings. |
| 2024-09-23 | Original Schedule 13D filing date. |
| 2025-11-03 | Date as of which MBX Biosciences reported 44,902,302 shares of Common Stock outstanding in its Form 10-Q. |
| 2025-11-06 | Date of event requiring the filing of this statement (decrease in beneficial ownership percentage). Also, the filing date of MBX Biosciences' Form 10-Q. |
| 2025-11-10 | Execution date of the Agreement regarding filing of joint Schedule 13D and the signature date for this Amendment No. 1. |
Recommendation
holdThis filing is a routine amendment to a Schedule 13D, reporting a decrease in beneficial ownership percentage due to an increase in the issuer's outstanding shares, not a sale by the reporting entity. It provides no new information regarding the company's operational performance, strategic direction, or the reporting entity's investment thesis beyond a general statement of investment intent. Therefore, it does not warrant a change in investment recommendation, suggesting a 'hold' position for existing investors.
Keywords
MBX Biosciences, New Enterprise Associates, NEA 17, Schedule 13D, Beneficial Ownership, Common Stock, Equity Stake, Investment, Dilution
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