SCHEDULE 13D/A: New Enterprise Associates Updates Trevi Therapeutics Stake, Percentage Ownership Declines Due to Share Dilution

New Enterprise Associates (NEA) has filed an Amendment No. 6 to its Schedule 13D, reporting a decrease in its beneficial ownership percentage of Trevi Therapeutics, Inc. common stock to 15.0% from a previously higher percentage, primarily due to an increase in the total number of outstanding shares.

Summary

• New Enterprise Associates (NEA) and its affiliated entities, including NEA 16, NEA 18 Venture Growth Equity, and their respective general partners and managers, collectively reported beneficial ownership of 15,074,080 shares of Trevi Therapeutics, Inc. Common Stock.
• This filing, Amendment No. 6 to Schedule 13D, indicates a decrease of more than 1% in the Reporting Persons' beneficial ownership percentage.
• The decrease in percentage ownership is attributed to an increase in the total number of Common Stock outstanding, rather than a sale of shares by NEA.
• The calculation of beneficial ownership percentage is based on 100,385,933 shares of Common Stock outstanding, which includes 96,682,229 shares reported by Trevi Therapeutics as of March 14, 2025, and 3,703,704 shares underlying NEA 16 Warrants.
• NEA 16 is the record owner of 10,421,428 shares of Common Stock and may be deemed to beneficially hold 3,703,704 shares underlying NEA 16 Warrants.
• NEA 18 Venture Growth Equity is the record owner of 948,948 shares of Common Stock.
• The Funds acquired the shares for investment purposes and may, depending on market conditions and other factors, dispose of or acquire additional shares, including those from the exercise of NEA 16 Warrants.

Sentiment

Score: 5

Explanation: The document is a routine compliance filing (Schedule 13D/A) reporting a passive change in beneficial ownership percentage due to share dilution, not active trading by the reporting entity. This is a neutral, factual update with no explicit positive or negative implications for the company's operations or financial performance.

Negatives

• The beneficial ownership percentage of New Enterprise Associates in Trevi Therapeutics, Inc. has decreased by more than 1%, indicating a dilution of their proportional stake due to an increase in the total number of outstanding shares.

Risks

• The Reporting Persons may dispose of or acquire additional shares of the Issuer, including shares that may be acquired upon exercise of the NEA 16 Warrants, which could impact the market price or ownership structure.

Future Outlook

The Reporting Persons state that they acquired the shares for investment purposes and may, depending on market conditions, their continuing evaluation of the Issuer's business and prospects, and other factors, dispose of or acquire additional shares of the Issuer, including shares that may be acquired upon exercise of the NEA 16 Warrants prior to expiration. No other present plans related to extraordinary corporate transactions, management changes, or changes in capitalization or dividend policy are disclosed.

Industry Context

This filing is a routine compliance update regarding a significant investor's stake in a publicly traded biotechnology company. It does not provide broader industry trends or competitive analysis, focusing solely on the beneficial ownership structure of Trevi Therapeutics, Inc. by New Enterprise Associates.

Stakeholder Impact

• Shareholders: The decrease in NEA's percentage ownership due to an increase in outstanding shares implies a slight dilution for existing shareholders, though NEA's absolute share count remains largely consistent. This is a common occurrence in publicly traded companies.

Next Steps

• The Funds and other Reporting Persons may dispose of or acquire additional shares of Trevi Therapeutics, Inc., including shares from the exercise of NEA 16 Warrants, depending on market conditions and their evaluation of the Issuer's business.

Key Dates

Keywords

Trevi Therapeutics, New Enterprise Associates, Beneficial Ownership, Schedule 13D/A, Common Stock, SEC Filing, Investment, Share Dilution