NLNK NewLink Genetics Corporation

Item 1.  Security and Issuer.

This statement relates to the common shares, $0.01 par value (the “Common Stock”), of Lumos Pharma, Inc. (the “Issuer”), having its principal executive office at 4200 Marathon Blvd., Suite 200, Austin, Texas 78756.

Item 2.  Identity and Background.

This statement is being filed by:

(a) New Enterprise Associates 14, L.P. (“NEA 14”);

(b) NEA Partners 14, L.P. (“NEA Partners 14”), which is the sole general partner of NEA 14; and NEA 14 GP, LTD (“NEA 14 LTD” and, together with NEA Partners 14, the “Control Entities”), which is the sole general partner of NEA Partners 14; and

(c) Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Patrick J. Kerins (“Kerins”), Scott D. Sandell (“Sandell”) and Peter W. Sonsini (“Sonsini”) (together, the “Directors”). The Directors are the directors of NEA 14 LTD.

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of NEA 14 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Sandell and Sonsini 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 5^th Avenue, 19^th Floor, New York, NY 10001.

The principal business of NEA 14 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 14 is to act as the sole general partner of NEA 14. The principal business of NEA 14 LTD is to act as the sole general partner of NEA Partners 14. The principal business of each of the Directors is to manage the Control Entities, NEA 14 and a number of affiliated partnerships with similar businesses.

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.

NEA 14 and NEA Partners 14 are exempted limited partnerships organized under the laws of the Cayman Islands. NEA 14 LTD is an exempted company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.

Item 3.  Source and Amount of Funds or Other Consideration.

On March 18, 2020, the Issuer completed its reverse merger with what was then known as “NewLink Genetics Corporation” (“NewLink”) in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of September 30, 2019 (the “Merger Agreement”), by and among the Issuer, NewLink, and Cyclone Merger Sub, Inc. (“Merger Sub”), pursuant to which, among other matters, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of NewLink (the “Merger”).

Prior to the Merger, NEA 14 acquired in a series of private transactions 4,658,702 shares of Series A preferred stock of the Issuer (the “Prior NEA 14 Series A Preferred Stock”) and 586,252 shares of Series B preferred stock of the Issuer (the “Prior NEA 14 Series B Preferred Stock”, and together with the Prior NEA 14 Series A Preferred Stock, the “Prior NEA 14 Shares”) for a total of $8,954,999.  On March 18, 2020, and prior to the effective time of the Merger, NEA 14 had the right to exchange (i) the Prior NEA 14 Series A Preferred Stock to the Issuer’s Common Stock at an exchange rate of 0.0873621142 share of Common Stock for each share of Prior NEA 14 Series A Preferred Stock and (ii) the Prior NEA 14 Series B Preferred Stock to the Issuer’s Common Stock at an exchange rate of 0.1996348626 share of Common Stock for each share of Prior NEA 14 Series B Preferred Stock.  As a result, immediately following the Merger, the Prior NEA 14 Shares were exchanged for 524,030 shares of Common Stock (the “NEA 14 Shares”).

Item 4.  Purpose of Transaction.

NEA 14 acquired the NEA 14 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 14 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

Item 5.  Interest in Securities of the Issuer.

Each Reporting Person disclaims beneficial ownership of the NEA 14 Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 8,255,126 shares of Common Stock reported by the Issuer to be outstanding immediately after the Merger on the Issuer’s Form 8-K filed with the Securities and Exchange Commission on March 18, 2020.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

NEA 14 has entered into a lock-up agreement pursuant to which it has agreed not to, except in limited circumstances, offer, pledge, sell, contract to sell, transfer or dispose of, directly or indirectly, or engage in swap or similar transactions with respect to, any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, including, as applicable, shares received in the Merger and issuable upon exercise of certain options, during the period commencing on March 18, 2020 and continuing until the date that is 180 days from March 18, 2020.

Item 7.  Material to Be Filed as Exhibits.

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.

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.

EXECUTED this 31^st day of March, 2020.

NEW ENTERPRISE ASSOCIATES 14, L.P.

  By:          *                                

 Scott D. Sandell

 Director 

NEA PARTNERS 14, L.P.

By:          *                                

Scott D. Sandell

Director

NEA 14 GP, LTD

By:          *                                

Scott D. Sandell

Director

                 *                        

Forest Baskett

                 *                        

Patrick J. Kerins

                 *                        

Anthony A. Florence, Jr.

                 *                        

Scott D. Sandell

                 *                        

Peter W. Sonsini

*/s/ Sasha O. Keough           

Sasha O. Keough

As attorney-in-fact

This Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

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 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Lumos Pharma, Inc.

EXECUTED this 31^st day of March, 2020.

NEW ENTERPRISE ASSOCIATES 14, L.P.

  By:          *                                

 Scott D. Sandell

 Director 

NEA PARTNERS 14, L.P.

By:          *                                

Scott D. Sandell

Director

NEA 14 GP, LTD

By:          *                                

Scott D. Sandell

Director

                 *                        

Forest Baskett

                 *                        

Patrick J. Kerins

                 *                        

Anthony A. Florence, Jr.

                 *                        

Scott D. Sandell

                 *                        

Peter W. Sonsini

*/s/ Sasha O. Keough           

Sasha O. Keough

As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

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

/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