Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Recent Sales of Unregistered Equity Securities
Issuances of Common Stock
In June 2021, six holders of warrants to purchase common stock exercised warrants to purchase a total of 137,446 shares of common stock at an exercise price of $4.47 per share, for aggregate consideration of approximately $0.6 million.
The issuance of such shares of common stock was exempt from registration under Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder).
Issuances of Preferred Stock
In June 2021, we issued 7,908,027 shares of our Series B convertible preferred stock to 31 individual and institutional accredited investors for $3.80 per share, for aggregate consideration of $30.0 million. Also in June 2021, an accredited institutional investor exercised a warrant to purchase 447,426 shares of our Series A-1
preferred stock at a per-share
exercise price of $2.794 per share, for aggregate consideration of approximately $1.3 million. The issuance of such shares of Series A-1
and Series B convertible preferred stock was exempt from registration under Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder).
Issuances Pursuant to our Equity Plan
On June 30, 2021, we issued options to purchase an aggregate of 183,423 shares of common stock at an exercise price equal to the initial public offering price of $16.00 per share. The recipients of these securities were employees, directors or bona fide consultants of the Company and received the securities under the 2021 Equity Incentive Plan. The issuance of such options was exempt from registration under Rule 701 promulgated under Section 3(b) of the Securities Act.
(b) Use of Proceeds
On June 30, 2021, our Registration Statement on Form S-1,
as amended (File No. 333-256945),
was declared effective in connection with our initial public offering, pursuant to which we sold an aggregate of 11,499,998 shares of our common stock, including the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $16.00 per share. BofA Securities, Inc, Credit Suisse Securities (USA) LLC, and Stifel, Nicolaus & Company, Incorporated acted as joint lead book-running managers and UBS Securities LLC also acted as a book-running manager for the offering.
90
Table of Contents
The initial public offering closed on July 6, 2021 with respect to 9,999,999 shares of common stock. On July 8, 2021, the offering closed with respect to an additional 1,499,999 shares purchased by the underwriters pursuant to the underwriters’ option to purchase additional shares. The aggregate net proceeds from our initial public offering, after underwriting discounts and commissions, and other offering expenses of $15.4 million, were $168.6 million. In connection with our initial public offering, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates or to our affiliates. There has been no material change in the planned use of proceeds from our initial public offering as described in our prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on July 2, 2021.
(c) Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.