Norwest Venture Partners Discloses Stake in MBX Biosciences

TL;DR

**Norwest Venture Partners XVI, LP now holds a significant stake in MBX Biosciences, Inc. (MBXB).**

AI Summary

On September 23, 2024, Norwest Venture Partners XVI, LP, along with Genesis VC Partners XVI, LLC, NVP Associates, LLC, Jeffrey Crowe, and Tiba Aynechi, filed a Schedule 13D regarding their beneficial ownership of MBX Biosciences, Inc. The filing indicates a change in ownership or control, with Norwest Venture Partners XVI, LP holding a significant stake.

Why It Matters

This filing signals a significant investment or change in control by a major venture capital firm in MBX Biosciences, potentially impacting the company's strategic direction and future financing.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate activist investor intent or significant shifts in ownership, which can lead to volatility.

Key Numbers

• 20240923 — Filing Date (Date of the Schedule 13D filing)

Key Players & Entities

• Norwest Venture Partners XVI, LP (company) — Filing entity and significant beneficial owner
• MBX Biosciences, Inc. (company) — Subject company
• Genesis VC Partners XVI, LLC (company) — Group member and beneficial owner
• NVP Associates, LLC (company) — Group member and beneficial owner
• Jeffrey Crowe (person) — Group member and beneficial owner
• Tiba Aynechi (person) — Group member and beneficial owner
• Matthew De Dominicis (person) — Authorized to receive notices for Norwest Venture Partners

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class o
• $14,999,999.40 — tock for an aggregate purchase price of $14,999,999.40. On September 6, 2024, the Issuer effe
• $16.00 — rwriters of the IPO at the IPO price of $16.00 per share, for an aggregate purchase pr
• $12,000,000 — are, for an aggregate purchase price of $12,000,000. All purchases of the securities descr

Filing Documents

• tm2424545d1_sc13d.htm (SC 13D) — 146KB
• 0001104659-24-102144.txt ( ) — 147KB

Security and Issuer

Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.0001 par value (“Common Stock”) of MBX Biosciences, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 11711 N. Meridian Street, Suite 300, Carmel, IN 46032. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is filed by Norwest Venture Partners XVI, LP (“NVP XVI”), Genesis VC Partners XVI, LLC (“Genesis XVI”), NVP Associates, LLC (“NVP Associates”), Jeffrey Crowe (“Crowe”), Jon E. Kossow (“Kossow”) and Tiba Aynechi (“Aynechi” and, with NVP XVI, Genesis XVI, NVP Associates, Crowe and Kossow, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. (b) The principal business office of the Reporting Persons is 1300 El Camino Real, Suite 200, Menlo Park, CA 94025. (c) The principal business of the Reporting Persons is venture capital investments. Genesis XVI is the general partner of NVP XVI, NVP Associates is the managing member of Genesis XVI, Crowe and Kossow are Co-Chief Executive Officers of NVP Associates, and Aynechi is an officer of NVP Associates. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to 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. (f) Each of NVP XVI, Genesis XVI and NVP Associates was organized in the state of Delaware and each of the individuals is a citizen of the United

Source and Amount of Funds or

Item 3. Source and Amount of Funds or Other Consideration Prior to the Issuer’s initial public offering (the “IPO”), NVP XVI purchased 16,666,666 shares of Series B Preferred Stock for an aggregate purchase price of $14,999,999.40. On September 6, 2024, the Issuer effected a 1-for-12.0221 reverse stock split of its common stock and a proportional adjustment to the existing conversion ratios of the Preferred Stock (the “Reverse Stock Split”). In connection with the closing of the IPO, on September 16, 2024, the Preferred Stock discussed above automatically converted into shares of Common Stock on a 1-for-12.0221 basis. NVP XVI also purchased 750,000 shares of Common Stock from the underwriters of the IPO at the IPO price of $16.00 per share, for an aggregate purchase price of $12,000,000. All purchases of the securities described herein were for cash and were funded by working capital of NVP XVI.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Act”)). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide. 8 Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retai

of Schedule 13D

Item 4 of Schedule 13D.

Interest in Securities of the

Item 5. Interest in Securities of the Issuer (a) – (b). The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of September 23, 2024: Reporting Persons Shares Held Directly Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Beneficial Percentage of Class (2) NVP XVI (1) 2,136,335 2,136,335 2,136,335 2,136,335 6.4 % Genesis XVI (1) 2,136,335 2,136,335 2,136,335 6.4 % NVP Associates (1) 2,136,335 2,136,335 2,136,335 6.4 % Crowe (1) 2,136,335 2,136,335 2,136,335 6.4 % Kossow (1) 2,136,335 2,136,335 2,136,335 6.4 % Aynechi (1) 2,136,335 2,136,335 2,136,335 6.4 % (1) Shares are directly held by NVP XVI. Genesis XVI is the general partner of NVP XVI, NVP Associates is the managing member of Genesis XVI, Crowe and Kossow are Co-Chief Executive Officers of NVP Associates, and Aynechi is an officer of NVP Associates and a director of the Issuer. Each of Genesis XVI, NVP Associates, Crowe, Kossow and Aynechi, may be deemed to share voting and investment authority over these shares. (2) Calculation of the percentage of common stock beneficially owned is based upon 31,853,698 shares of Common Stock outstanding as of September 16, 2024 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus filed with the SEC on September 13, 2024 and giving effect to an additional 1,530,000 shares issued and sold pursuant to the underwriters’ option. (c) Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days. (d) 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, the shares of Common Stock beneficially owned by

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Lock-up Agreements The holders of substantially all of the Issuer’s pre-IPO capital stock, including NVP XVI, and each of the Issuer’s directors, entered into lock-up agreements (the “Lock-Up Agreements”) with the representatives of the underwriters of the Issuer’s IPO. Pursuant to the Lock-Up Agreements, NVP XVI is not permitted, with limited exceptions, for a period of 180 days from September 12, 2024, to offer, sell, or otherwise transfer or dispose of any of the Issuer’s securities, without the consent of J.P. Morgan Securities LLC and Jefferies LLC. 9 The description of the Lock-Up Agreements contained in this Item 6 is qualified in its entirety by reference to the full text of the form of Lock-up Agreement filed as Exhibit B to this Schedule 13D and incorporated by reference herein. Investors’ Rights Agreement On August 2, 2024, the Issuer, NVP XVI and certain other parties entered into an amended and restated investors’ rights agreement (the “Investors’ Rights Agreement”). The Investors’ Rights Agreement provides NVP XVI and other parties thereto with certain demand registration rights, including shelf registration rights, in respect of the shares of Common Stock issued to it upon conversion of the convertible preferred stock, subject to certain conditions. In addition, in the event that the Issuer registers additional shares of Common Stock for its own account or for the account of other holders of its securities, NVP XVI and certain other parties are entitled to include their shares in the registration, events, (b) the fifth anniversary of the completion of the IPO or (c) at such time after this offering when the holder’s shares may be

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits A. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. B. Form of Lock-up Agreement (incorporated by reference to Exhibit D to the Form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333 281764), filed with the SEC on September 9, 2024). C. Second Amended and Restated Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated August 2, 2024 (incorporated by reference to Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333 281764), filed with the SEC on August 23, 2024). 10 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 23, 2024 Norwest Venture Partners XVI, LP By: Genesis VC Partners XVI, LLC Its General Partner By: NVP Associates, LLC Its Managing Member By: /s/ Matthew De Dominicis Name: Matthew De Dominicis Title: Chief Financial Officer Genesis VC Partners XVI, LLC By: NVP Associates, LLC Its Managing Member By: /s/ Matthew De Dominicis Name: Matthew De Dominicis Title: Chief Financial Officer NVP Associates, LLC By: /s/ Matthew De Dominicis Name: Matthew De Dominicis Title: Chief Financial Officer /s/ Matthew De Dominicis Matthew De Dominicis as Attorney-in-fact for Jeffrey Crowe /s/ Matthew De Dominicis Matthew De Dominicis as Attorney-in-fact for Jon E. Kossow /s/ Matthew De Dominicis Matthew De Dominicis as Attorney-in-fact for Tiba Aynechi ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 11 Exhibit(s): A Joint Filing Agreement 12 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that

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