13D Filings
Allakos Inc.
Amendment
Ownership

0.00%

Total Shares

0

Issuer CIK

1564824

CUSIP

01671P100

Event Date

May 14, 2025

Accepted

May 16, 2025, 04:15 PM

Reporting Persons (13)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
New Enterprise Associates 16, L.P.
Partnership
0.00%000
NEA Partners 16, L.P.
Partnership
0.00%000
NEA 16 GP, LLC
Other
0.00%000
NEA 18 Venture Growth Equity, L.P.
Partnership
0.00%000
NEA Partners 18 VGE, L.P.
Partnership
0.00%000
NEA 18 VGE GP, LLC
Other
0.00%000
Ali Behbahani
Individual
0.00%000
Carmen Chang
Individual
0.00%000
Anthony A. Florence, Jr.
Individual
0.00%000
Mohamad H. Makhzoumi
Individual
0.00%000
Scott D. Sandell
Individual
0.00%000
Peter W. Sonsini
Individual
0.00%000
Paul Walker
Individual
0.00%000
Disclosure Items (7)

Security Title

Common Stock, par value $0.001

Issuer Name

Allakos Inc.

Issuer Address

149 Commonwealth Drive, Menlo Park, CA, 94025

Filing Persons

New Enterprise Associates 16, L.P. ("NEA 16") and NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE" and together with NEA 16, the "Funds"); NEA Partners 16, L.P. ("NEA Partners 16"), which is the sole general partner of NEA 16; NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE" and together with NEA Partners 16, the "GPLPs"), which is the sole general partner of NEA 18 VGE; NEA 16 GP, LLC ("NEA 16 LLC"), which is the sole general partner of NEA Partners 16; and NEA 18 VGE GP, LLC, which is the sole general partner of NEA Partners 18 VGE ("NEA 18 VGE LLC" and, together with NEA 16 LLC, the "GP LLCs"); and Ali Behbahani ("Behbahani"), Carmen Chang ("Chang"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), Scott D. Sandell ("Sandell"), and Paul Walker ("Walker"), (together, the "Managers") and Peter W. Sonsini ("Sonsini"). Behbahani, Chang, Florence, Makhzoumi, Sandell and Walker are managers of the GP LLCs. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons." The GPLPs and the GP LLCs are referred to herein as the "Control Entities."

Business Address

The address of the principal business office of each Fund, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Behbahani, Chang, Makhzoumi and Walker is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.

Principal Occupation

The principal business of each Fund is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA Partners 18 VGE is to act as the sole general partner of NEA 18 VGE. The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16. The principal business of NEA 18 VGE LLC is to act as the sole general partner of NEA Partners 18 VGE. The principal business of each of the Managers is to manage the Control Entities, NEA 16, NEA 18 VGE and a number of affiliated partnerships with similar businesses.

Convictions

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.

Citizenship

The GP LLCs are each a limited liability company organized under the laws of the State of Delaware. The Funds and the GPLPs are each a limited partnership organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.

Not applicable.

On April 1, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Concentra Biosciences, LLC, a Delaware limited liability company ("Concentra"), and Concentra Merger Sub III, Inc., a Delaware corporation and a wholly owned subsidiary of Concentra ("Merger Sub"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on May 15, 2025, Merger Sub completed a tender offer to purchase all of the Issuer's outstanding shares of Common Stock in exchange for $0.33 in cash per share, subject to and in accordance with the terms and conditions set forth in the Offer to Purchase, dated April 15, 2025 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal" and together with the Offer to Purchase, as each may have been amended or supplemented, constituted the "Offer"). Pursuant to the Offer, NEA 16 and NEA 18 VGE tendered all of the shares of Common Stock held by NEA 16 and NEA 18 VGE, respectively. The foregoing description of the Merger Agreement, the Offer to Purchase, the Letter of Transmittal, and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 2, 2025, the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Merger Sub's and Concentra's Schedule TO filed with the SEC on April 15, 2025 (the "Schedule TO") and the Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO, each of which is incorporated herein by reference.

Percentage of Class

The Reporting Persons do not beneficially own any shares of Common Stock.

Number of Shares

Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.

Transactions

Except as set forth in Item 4 above, none of the Reporting Persons has effected any transactions in the Common Stock during the last 60 days.

Shareholders

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.

Date of 5% Ownership

Each of the Reporting Persons has ceased to own beneficially five percent (5%) or more of the Issuer's Common Stock as of May 15, 2025.

The information with respect to the Merger Agreement set forth in Item 4 above is incorporated herein by reference to the extent responsive to this Item 6.

Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.