SEC Form SC 13G/A filed by Coursera Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Coursera, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
22266M104
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 22266M104 |
13G | Page 2 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
New Enterprise Associates 13, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 22266M104 |
13G | Page 3 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
NEA Partners 13, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 22266M104 |
13G | Page 4 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
NEA 13 GP, LTD
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 22266M104 |
13G | Page 5 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
New Enterprise Associates 17, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 22266M104 |
13G | Page 6 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
NEA Partners 17, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 22266M104 |
13G | Page 7 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
NEA 17 GP, LLC
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 22266M104 |
13G | Page 8 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
Forest Baskett
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 22266M104 |
13G | Page 9 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
Patrick J. Kerins
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 22266M104 |
13G | Page 10 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
Anthony A. Florence, Jr.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 22266M104 |
13G | Page 11 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
Mohamad H. Makhzoumi
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 22266M104 |
13G | Page 12 of 21 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
Scott D. Sandell
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares
| ||
| 6 | SHARED VOTING POWER
12,867,769 Shares
| |||
| 7 | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 8 | SHARED DISPOSITIVE POWER
12,867,769 Shares
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,867,769 Shares
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
|
|||
12 |
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 22266M104 |
13G | Page 13 of 21 Pages |
| Item 1(a). | Name of Issuer: |
Coursera, Inc.
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
381 E. Evelyn Ave., Mountain View, CA 94041
| Item 2(a). | Names of Persons Filing: |
(a) New Enterprise Associates 13, L.P. (“NEA 13”) and New Enterprise Associates 17, L.P. (“NEA 17”); (“NEA 17” and, collectively with NEA 13, the “Funds”);
(b) NEA Partners 13, L.P. (“NEA Partners 13”), which is the sole general partner of NEA 13; NEA Partners 17, L.P. (“NEA Partners 17” and, collectively with NEA Partners 13, the “GPLPs”), which is the sole general partner of NEA 17; NEA 13 GP, LTD (“NEA 13 GP”), which is the sole general partner of NEA Partners 13; and NEA 17 GP, LLC (“NEA 17 GP” and, collectively with the GPLPs and NEA 13 GP, the “Control Entities”), which is the sole general partner of NEA Partners 17;
(c) Forest Baskett (“Baskett”), Patrick J. Kerins (“Kerins”), and Scott D. Sandell (“Sandell”) (together, the “Managers”).
Baskett and Sandell are directors of NEA 13 GP and managers of NEA 17 GP (the “Dual Managers”). Kerins is a director of NEA 13 GP.
Anthony A. Florence, Jr. (“Florence”) and Mohamad H. Makhzoumi (“Makhzoumi”) are each members of the Executive Committee of NEA Management Company, LLC (the “Executive Committee”).
The persons named in this Item 2(a) are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of the Funds, each Control Entity, Kerins and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 Fifth Avenue, 19th Floor, New York, NY 10011.
| Item 2(c). | Citizenship: |
Each of NEA 13 and NEA Partners 13 is a Cayman Islands exempted limited partnership. NEA 13 GP is a Cayman Islands exempted company. Each of NEA 17 and NEA Partners 17 is a Delaware limited partnership. NEA 13 GP is Delaware limited liability company. Each of the Managers is a United States citizen. Each of Florence and Makhzoumi is a United States citizen.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.00001 par value (“Common Stock”).
| Item 2(e). | CUSIP Number: |
22266M104
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
CUSIP No. 22266M104 |
13G | Page 14 of 21 Pages |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
| (i) | NEA 13 is the record owner of 12,867,769 Common Stock as of December 31, 2023 (the “NEA 13 Shares”). As the sole general partner of NEA 13, NEA Partners 13 may be deemed to own beneficially the NEA 13 Shares. As the sole general partner of NEA Partners 13, NEA 13 GP likewise may be deemed to own beneficially the NEA 13 Shares. As the individual directors of NEA 13 GP, each of the Dual Managers and Kerins also may be deemed to own beneficially the NEA 13 Shares. As an individual member of the Executive Committee, which committee has been delegated certain approval rights with respect to dispositions of the NEA 13 Shares by the Directors, each of Florence and Makhzoumi may also be deemed to own beneficially the NEA 13 Shares. |
| (ii) | NEA 17 is the record owner of 2,205,883 Common Stock as of December 31, 2023 (the “NEA 17 Shares”, collectively with the NEA 13 Shares, the “Firm Shares”). As the sole general partner of NEA 17, NEA Partners 17 may be deemed to own beneficially the NEA 17 Shares. As the sole general partner of NEA Partners 17, NEA 17 GP likewise may be deemed to own beneficially the NEA 17 Shares. As the individual managers of NEA 17 GP, each of the Dual Managers also may be deemed to own beneficially the NEA 17 Shares. As an individual member of the Executive Committee, which committee has been delegated certain approval rights with respect to dispositions of the NEA 17 Shares by the Managers, each of Florence and Makhzoumi may also be deemed to own beneficially the NEA 17 Shares. |
| (iii) | By virtue of their relationship as affiliated entities, whose controlling entities have substantially overlapping individual controlling persons, each of the Funds, the Control Entities and the Dual Managers may be deemed to share the power to direct the disposition and vote of the Firm Shares. |
| (b) | Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 152,547,664 Common Stock reported by the Issuer to be outstanding as of October 26, 2023 on Form 10-Q as filed with the Securities and Exchange Commission on November 2, 2023. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See Line 5 of cover sheets. |
| (ii) | shared power to vote or to direct the vote: See Line 6 of cover sheets. |
| (iii) | sole power to dispose or to direct the disposition of: See Line 7 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition of: See Line 8 of cover sheets. |
Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
CUSIP
No. 22266M104
13G
Page
15 of 21 Pages
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable. The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d–1(c).
Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP No. 22266M104 |
13G | Page 16 of 21 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
NEW ENTERPRISE ASSOCIATES 13, L.P.
| By: | NEA
PARTNERS 13, L.P. General Partner |
| By: | NEA
13 GP, LTD General Partner |
By: *
Scott D. Sandell
Director
NEA PARTNERS 13, L.P.
| By: | NEA
13 GP, LTD General Partner |
By: *
Scott D. Sandell
Director
NEA 13 GP, LTD
By: *
Scott D. Sandell
Director
*
Forest Baskett
*
Patrick J. Kerins
*
Scott D. Sandell
CUSIP No. 22266M104 |
13G | Page 17 of 21 Pages |
NEW ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P. General Partner |
| By: | NEA
17 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA 17 GP, LLC
By: *
Scott D. Sandell
Chief Executive Officer
*
Forest Baskett
*
Scott D. Sandell
EXECUTIVE COMMITTEE:
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*By: /s/ Stephanie Brecher
Stephanie Brecher
As attorney-in-fact
This Amendment No. 1 to Schedule 13G was executed by Stephanie Brecher on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
CUSIP No. 22266M104 |
13G | Page 18 of 21 Pages |
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Coursera, Inc.
EXECUTED this 14th day of February, 2024.
NEW ENTERPRISE ASSOCIATES 13, L.P.
| By: | NEA
PARTNERS 13, L.P. General Partner |
| By: | NEA
13 GP, LTD General Partner |
By: *
Scott D. Sandell
Director
NEA PARTNERS 13, L.P.
| By: | NEA
13 GP, LTD General Partner |
By: *
Scott D. Sandell
Director
NEA 13 GP, LTD
By: *
Scott D. Sandell
Director
*
Forest Baskett
*
Patrick J. Kerins
*
Scott D. Sandell
CUSIP No. 22266M104 |
13G | Page 21 of 21 Pages |
NEW ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P. General Partner |
| By: | NEA
17 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA 17 GP, LLC
By: *
Scott D. Sandell
Chief Executive Officer
*
Forest Baskett
*
Scott D. Sandell
EXECUTIVE COMMITTEE:
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*By: /s/ Stephanie Brecher
Stephanie Brecher
As attorney-in-fact
This Agreement was executed by Stephanie Brecher on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
CUSIP No. 22266M104 |
13G | Page 20 of 21 Pages |
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali Behbahani
/s/ Colin Bryant
Colin Bryant
/s/ Carmen Chang
Carmen Chang
/s/ Anthony A. Florence, Jr.
Anthony A. Florence, Jr.
/s/ Carol G. Gallagher
Carol G. Gallagher
/s/ Dayna Grayson
Dayna Grayson
/s/ Patrick J. Kerins
Patrick J. Kerins
CUSIP No. 22266M104 |
13G | Page 21 of 21 Pages |
/s/ P. Justin Klein
P. Justin Klein
/s/ Vanessa Larco
Vanessa Larco
/s/ Joshua Makower
Joshua Makower
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
/s/ Edward T. Mathers
Edward T. Mathers
/s/ David M. Mott
David M. Mott
/s/ Sara M. Nayeem
Sara M. Nayeem
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Chetan Puttagunta
Chetan Puttagunta
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D. Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Frank M. Torti
Frank M. Torti
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang