Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock has been listed on The Nasdaq Global Select Market under the symbol “ALGS” since October 20, 2020. Prior to that date, there was no public trading market for our common stock.
Holders of Record
As of February 28, 2021, there were 99 holders of record of our common stock, which consist of 97 holders of record of our voting common stock and 2 holdings of record of our non-voting common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
Dividend Policy
We have never declared or paid any cash dividend on our common stock. We do not expect to declare or pay any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors might deem relevant.
Securities Authorized for Issuance under Equity Compensation Plans
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2020.
Recent Sales of Unregistered Securities
From January 1, 2020 through December 31, 2020, we sold and issued the following unregistered securities:
1.
In October 2020, we issued an aggregate of 3,569,630 shares of Series B-2 redeemable convertible preferred stock to 38 accredited investors at a price per share of $11.20563 for aggregate proceeds to us of $40 million.
2.
We issued an aggregate of 120,702 shares of Series A redeemable convertible preferred stock common stock, at an exercise price of $9.3197 per share upon the exercise of warrants.
3.
We granted stock options and stock awards to employees, directors and consultants covering an aggregate of 5,382,362 shares of common stock, at a weighted-average exercise price of $11.42 per share. Of these, options covering an aggregate of 6,472 shares were cancelled or forfeited without being exercised.
4.
We sold an aggregate of 188,675 shares of common stock to employees, directors and consultants for cash consideration in the aggregate amount of $0.3 million pursuant to stock options and restricted stock awards.
No underwriters were involved in the foregoing sales of securities. The issuance described in paragraph (1) above was undertaken in reliance upon the exemption from registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended, including Rule 506 of the Securities Act. The recipients of these shares of common stock represented their intentions to acquire the shares for investment only and not with a view to or for sale in connection
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with any distribution, and appropriate restrictions were set out in the applicable agreements issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The issuances described in paragraphs ( 2 )-( 3 ) were undertaken in reliance upon the exemption from registration requirements Section 4(a)(2) of the Securities Act in that such sales and issuances did not involve a public offering or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701.
Use of Proceeds.
On October 15, 2020, our registration statement on Form S-1 (File No. 333-249077) relating to our IPO of Common Stock became effective. The IPO closed on October 20, 2020, at which time we issued 10 million shares of common stock at a price to the public of $15.00 per share. We received net proceeds from the IPO of approximately $135.4 million, after deducting the underwriting discounts and commissions of $10.5 million and expenses of $4.1 million. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to our affiliates. On November 5, 2020, the underwriters of the IPO partially exercised their overallotment option by purchasing an additional 1,150,000 shares from the Company at the IPO price, resulting in an additional $16.0 million in net proceeds after deducting the underwriting discounts and commissions. J.P. Morgan Securities LLC, Jefferies LLC, Piper Sandler & Co. acted as joint book-running managers for the offering.
There has been no material change in the planned use of our net IPO proceeds as described in our Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 19, 2020.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
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Item 6. Selected Financial Data.
You should read the selected historical consolidated financial data below in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements included elsewhere in this report. The selected consolidated financial data included in this section are not intended to replace the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. We derived the selected consolidated statements of operations data for the years ended December 31, 2020, and 2019 and the selected consolidated balance sheet data at December 31, 2020 and 2019 from our audited consolidated financial statements included elsewhere in this report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected in the future. We refer to the year ended December 31, 2020 as “Fiscal 2020” and the year ended December 31, 2019 as “Fiscal 2019.”
(in thousands, except share and per share data)
Fiscal 2020
Fiscal 2019
Consolidated Statements of Operations Data:
Operating expenses:(1)
Research and development
$
79,890
$
44,038
General and administrative
17,944
10,005
Total operating expenses
97,834
54,043
Loss from operations
(97,834
)
(54,043
)
Interest and other income (expense), net:
Interest income, net
1,256
1,562
Other (loss) income, net
(11,804
)
302
Total interest and other income (expense), net
(10,548
)
1,864
Loss before provision for income taxes
(108,382
)
(52,179
)
Income tax expense
(161
)
(85
)
Net loss
$
(108,543
)
$
(52,264
)
Net loss per share:(2)(3)
Basic and diluted
$
(10.87
)
$
(26.04
)
Weighted-average number of shares used in
computing net loss per share:(2)(3)
Weighted-average number of shares
9,988,191
2,007,173
(1)
Includes stock-based compensation as follows (in thousands):
Research and development
$
1,041
$
462
General and administrative
1,934
290
Total
$
2,975
$
752
(2)
See Note 15 to our audited consolidated financial statements for an explanation of the calculations of our basic and diluted net loss per share, respectively.
(3)
All share and per share amounts set forth in the table above have been adjusted to give retrospective effect to the 1-for-9.3197 reverse stock split effected on October 9, 2020.
(in thousands)
Fiscal 2020
Fiscal 2019
Consolidated Balance Sheet Data:
Cash, cash equivalents and investments
$
243,513
$
127,682
Working capital
219,743
106,408
Total assets
265,302
146,520
Current liabilities
30,274
13,818
Derivative liabilities
0
461
Convertible preferred stock liabilities
0
3,174
Operating lease liabilities, net of current portion
10,371
11,701
Redeemable convertible preferred stock
0
182,079
Accumulated deficit
(174,740
)
(66,197
)
Total stockholders’ equity (deficit)
220,039
(64,891
)
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