10 unchanged sentences
Recent sales of unregistered securities
−Removed: The following list sets forth information regarding all unregistered securities sold by us since January 1, 2019.
+Added: The following list sets forth information regarding all unregistered securities sold by us during the year ended December 31, 2020.
No underwriters were involved in the sales and the certificates representing the securities sold and issued contain legends restricting transfer of the securities without registration under the Securities Act or an applicable exemption from registration.
−Removed: Issuances of capital stock
−Removed: In 2019, we issued an aggregate of 11,308,397 shares of our Series B Preferred Stock for aggregate consideration of $38.0 million to four investors.
−Removed: No underwriters were used in the foregoing transaction.
−Removed: All sales of securities described above were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering.
−Removed: Each series of Preferred Stock automatically converted into shares of our common stock upon the closing of the initial public offering, or IPO, of our common stock in February 2020.
−Removed: Grants of stock options and restricted stock
−Removed: During the year ended December 31, 2019, we have granted stock options to purchase an aggregate of 2,671,871 shares of our common stock at a weighted-average exercise price of $7.66 to employees and directors.
−Removed: The issuances of these securities were exempt pursuant to Rule 701, as transactions pursuant to a compensatory benefit plan.
+Added: On July 21, 2020, pursuant to the Bio Palette License Agreement, we issued 175,000 shares of our common stock to Bio Palette Co.
+Added: Ltd., or Bio Palette, in satisfaction of certain milestone payment obligations pursuant to the Bio Palette License Agreement.
+Added: We relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof, for a transaction by an issuer not involving any public offering.
+Added: On October 6, 2020, pursuant to the license and collaboration agreement between us and Prime Medicine, Inc., or Prime Medicine, we issued 200,307 shares of our common stock to Prime Medicine, in exchange for 5,000,000 shares of Prime Medicine common stock.
+Added: We relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof, for a transaction by an issuer not involving any public offering.
Use of proceeds from registered securities
−Removed: On February 10, 2020, we closed our IPO in which we issued and sold 12,176,471 shares of our common stock, including 1,588,235 shares of common stock sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, at a public offering price of $17.00 per share, for aggregate gross proceeds of $207.0 million.
+Added: In February 2020, we closed our IPO in which we issued and sold 12,176,471 shares of our common stock, including 1,588,235 shares of common stock sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, at a public offering price of $17.00 per share, for aggregate gross proceeds of $207.0 million.
All of the shares issued and sold in the IPO were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No.
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333-236284) filed pursuant to Rule 462(b) of the Securities Act.
−Removed: Morgan Securities LLC, Jeffries LLC, and Barclays Capital Inc.
−Removed: acted as joint bookrunning managers of the IPO and as representatives of the underwriters.
−Removed: Wedbush Securities Inc.
−Removed: acted as the lead manager for the IPO.
The offering commenced on February 5, 2020 and did not terminate until the sale of all the shares offered.
−Removed: The net offering proceeds to us, after deducting underwriting discounts and estimated offering expenses payable by us of $18.7 million, were $188.3 million.
−Removed: No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.
−Removed: We are holding a significant portion of the balance of the net proceeds from the offering in money market funds and short-term investments.
−Removed: Our use of the net offering proceeds through the date of the filing of this Annual Report on Form 10-K, is consistent with the use of proceeds described in our prospectus filed with the SEC pursuant to Rule 424(b)(4) on February 7, 2020 , and there has been no material change in our planned use of the balance of the net proceeds from the offering described in such prospectus.
+Added: Our use of the net offering proceeds through the date of the filing of this Annual Report on Form 10-K, is consistent with the use of proceeds described in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) on February 7, 2020 , and there has been no material change in our planned use of the balance of the net proceeds from our IPO described in such prospectus.
Purchases of equity securities by the issuer or affiliated purchasers
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Selected Financial Data.
−Removed: The following tables set forth, for the periods and as of the dates indicated, our selected historical financial data, which have been derived from our audited consolidated financial statements.
−Removed: You should read this data together with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , and our consolidated financial statements and related notes thereto contained in this Annual Report on Form 10-K.
−Removed: Our historical results are not necessarily indicative of our future results.
−Removed: Our consolidated statements of operations are summarized as follows (in thousands, except per share amounts):
−Removed: Years ended December 31,
−Removed: Consolidated Statement of Operations:
−Removed: License revenue
−Removed: Operating expenses:
−Removed: Research and development
−Removed: General and administrative
−Removed: Total operating expenses
−Removed: Loss from operations
−Removed: Other income (expense):
−Removed: Change in fair value of derivative liabilities
−Removed: Loss on issuance of preferred stock in connection with Blink Merger (1)
−Removed: Loss on issuance of preferred stock to investors
−Removed: Change in fair value of preferred stock tranche liabilities
−Removed: Interest income
−Removed: Interest expense
−Removed: Other expense
−Removed: Total other income (expense)
−Removed: Net loss per common share attributable to common stockholders, basic and diluted
−Removed: Weighted-average common shares used in net loss per share attributable to common stockholders, basic and diluted
−Removed: Our consolidated balance sheets as of December 31 are summarized as follows (in thousands):
−Removed: Consolidated Balance Sheet Data:
−Removed: Cash, cash equivalents and marketable securities
−Removed: Redeemable convertible preferred stock
−Removed: Total stockholders’ deficit
−Removed: See Note 10, Blink Therapeutics , to our consolidated financial statements in this Annual Report on Form 10-K for a description of the Blink Merger.
+Added: Not applicable.
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.