11 unchanged sentences
The information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report.
−Removed: Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Recent Sales of Unregistered Equity Securities
−Removed: On March 13, 2017, we effected a 2.45818-for-1 stock split (the “Stock Split”) of our issued and outstanding and authorized common stock.
−Removed: On January 21, 2020, we effected a 1-for-3.01581 reverse stock split (the “Reverse Stock Split”) of our common stock in connection with our IPO.
−Removed: All per share amounts and number of shares of common stock below reflect the Stock Split and Reverse Stock Split.
−Removed: In the three years preceding the filing of this Form 10-K, we have issued the following securities that were not registered under the Securities Act:
−Removed: (a) Founder Capital Stock
−Removed: In September 2016 and February 2017 we issued an aggregate of 1,657,922 shares of our common stock to our founders.
−Removed: No underwriters were involved in the foregoing sales of securities.
−Removed: The sales of securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, as transactions by an issuer not involving a public offering.
−Removed: All of the purchasers in these transactions represented to us in connection with their purchase that they were acquiring the securities for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time.
−Removed: Such purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration.
−Removed: All of the foregoing securities are deemed restricted securities for the purposes of the Securities Act.
−Removed: (b) Issuances of Capital Stock
−Removed: In March 2017 we issued and sold an aggregate of 331,585 shares of our common stock at a purchase price of $0.30 per share, for an aggregate purchase price of $100,000 to Versant Venture Capital VI, L.P.
−Removed: In March 2017, with subsequent offerings in December 2017, August 2018 and November 2018, investors purchased an aggregate of 20,000,000 shares of our Series A preferred stock at $1.00 per share.
−Removed: In connection with the issuance of our Series A preferred stock, all of our outstanding convertible promissory notes issued in 2014, 2015 and 2016 were automatically converted into 2,501,503 shares of our Series A preferred stock.
−Removed: In December 2018, with subsequent offerings in July 2019 and August 2019, investors purchased an aggregate of 22,917,726 shares of Series B preferred stock at $3.806 per share.
−Removed: In November 2019, investors purchased an aggregate of 19,420,124 shares of Series C preferred stock at $4.3769 per share.
−Removed: No underwriters were involved in the foregoing sales of securities.
−Removed: The sales of securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, as transactions by an issuer not involving a public offering.
−Removed: All of the purchasers in these transactions represented to us in connection with their purchase that they were acquiring the securities for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time.
−Removed: Such purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration.
−Removed: All of the foregoing securities are deemed restricted securities for the purposes of the Securities Act.
−Removed: (c) Grants and Exercises of Stock Options and Restricted Stock
−Removed: We have granted stock options to purchase an aggregate of 2,378,474 shares of our common stock, with exercise prices ranging from $0.30 to $10.86 per share, to employees, directors and consultants pursuant to the 2017 Employee, Director and Consultant Equity Incentive Plan, as amended (the 2017 Plan).
−Removed: Through the date of filing, no shares of common stock have been issued upon the exercise of stock options pursuant to the 2017 Plan.
−Removed: Between December 2017 through the filing, we granted an aggregate of 247,165 shares of restricted stock under the 2017 Plan.
−Removed: The issuances of the securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 701 promulgated under the Securities Act as transactions pursuant to compensatory benefit plans.
−Removed: The shares of common stock issued upon the exercise of options are deemed to be restricted securities for purposes of the Securities Act.
−Removed: (d) Issuances of Warrants and Non-Plan Stock Options
−Removed: In September 2016 we granted a warrant to purchase an aggregate of 32,442 shares of our Series A preferred stock, with an exercise price of $1.00 per share, to consultants, which grants were not made pursuant to a benefits plan.
−Removed: No underwriters were involved in the foregoing sales of securities.
−Removed: The sales of securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, as transactions by an issuer not involving a public offering.
−Removed: All of the purchasers in these transactions represented to us in connection with their purchase that they were acquiring the securities for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time.
−Removed: Such purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration.
−Removed: All of the foregoing securities are deemed restricted securities for the purposes of the Securities Act.
−Removed: Use of Proceeds from Initial Public Offering
−Removed: On February 3, 2020, we completed the IPO of our common stock pursuant to which we issued and sold 12,174,263 shares of our common stock, including the exercise in full by the underwriters of their option to purchase up to 1,587,947 additional shares of common stock, at a public offering price of $19.00 per share.
−Removed: The offer and sale of all of the shares of our common stock in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No.
−Removed: 333-235789), which was declared effective by the SEC on January 29, 2020.
−Removed: Morgan Securities LLC, Jefferies LLC, Cowen and Company, LLC and Canaccord Genuity LLC acted as joint book-running managers of the offering and as representatives of the underwriters.
−Removed: We received aggregate gross proceeds from our IPO of $231.3 million, or aggregate net proceeds of $212.4 million after deducting underwriting discounts and commissions and other offering costs.
−Removed: None of the underwriting discounts and commissions or offering expenses were incurred or paid, directly or indirectly, to any of our directors or officers or their associates or to persons owning 10% or more of our common stock or to any of our affiliates.
−Removed: There has been no material change in our planned use of the net proceeds from the IPO as described in our Prospectus dated January 30, 2020.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our registered equity securities during the period covered by this Annual Report.
−Removed: Selected Financial Data
−Removed: We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.