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Recent Sales of Unregistered Securities
−Removed: Set forth below is information regarding shares of common stock, shares of our preferred stock issued, and stock options granted and exercised by us during the period covered by this Annual Report on Form 10-K that were not registered under the Securities Act.
−Removed: Included is the consideration, if any, we received for such shares and options and information relating to the section of the Securities Act or the Securities and Exchange Commission, under which exemption from registration was claimed.
−Removed: The information presented in this Item 5 gives effect to a 1-for-1.5 reverse stock split, which became effective on October 16, 2019.
−Removed: Issuances of Capital Stock
−Removed: In January 2019, we issued and sold an aggregate of 6,963,788 shares of our Series B preferred stock to investors for aggregate consideration of approximately $50.0 million.
−Removed: In addition, we issued a further 1,405,332 shares of Series B Preferred Stock in exchange for 1,405,332 shares of Series A-2 Preferred Stock.
−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
−Removed: exemption from such registration.
−Removed: All of the foregoing securities are deemed restricted securities for the purposes of the Securities Act.
−Removed: Grants and Exercises of Stock Options under Equity Plans
−Removed: During the period covered by this Form 10-K, we granted options to purchase an aggregate of 988,058 shares of common stock, with exercise prices ranging from $4.23 to $9.54 per share, to directors, employees and consultants pursuant to our 2018 Stock Option and Grant Plan, as amended (the “2018 Plan”).
−Removed: In 2019, 5,667, shares of common stock were issued upon the exercise of stock options pursuant to the 2018 Plan.
−Removed: During the period covered by this Form 10-K, we granted options to purchase an aggregate of 352,781 shares of common stock, with exercise prices ranging from $7.88 to $11.00 per share, to directors, employees and consultants pursuant to our 2019 Stock Option and Grant Plan, as amended (the “2019 Plan”).
−Removed: In 2019, no shares of common stock were issued upon the exercise of stock options pursuant to the 2019 Plan.
−Removed: No underwriters were involved in the foregoing issuance of securities.
−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.
−Removed: All recipients either received adequate information about us or had access, through employment or other relationships, to such information.
Use of Proceeds from the Initial Public Offering
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Information related to use of proceeds from registered securities is incorporated herein by reference to the “Use of Proceeds” section of the Company’s final prospectus related to the IPO.
−Removed: T he amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our research and development, the status of and results from non-clinical studies or clinical trials we may commence in the future, as well as any collaborations that we may enter into with third parties for our product candidates or strategic opportunities that become available to us, and any unforeseen cash needs.
+Added: T he amounts and timing of our
+Added: actual expenditures may vary significantly depending on numerous factors, including the progress of our research and development, the status of and results from non-clinical studies or clinical trials we may commence in the future, as well as any collaborations that we may enter into with third parties for our product candidates or strategic opportunities that become available to us, and any unforeseen cash needs.
As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.
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Selected Financial Data.
−Removed: Information requested by this Item is not applicable as we are electing scaled disclosure requirements available to Smaller Reporting Companies with respect to 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.