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Holders of Record
−Removed: As of February 28, 2020 , there were approximately 161 stockholders of record of our common stock, which does not include shares held in street name.
+Added: As of March 5, 2021, there were approximately 108 stockholders of record of our common stock, which does not include shares held in street name.
Dividend Policy
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Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.
−Removed: In addition, the terms of the 2018 LSA, with Silicon Valley Bank, or SVB, and Oxford Finance LLC, or Oxford, prohibit us from paying dividends on our common stock without prior consent.
Securities Authorized for Issuance Under Our Equity Compensation Plans
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Recent Sales of Unregistered Equity Securities
−Removed: In November 2019, we issued an aggregate of 51,238 shares of our common stock to SVB Financial Group upon the net exercise of certain warrants to purchase an aggregate of 67,250 shares of common stock at a weighted-average exercise price of $6.77 per share.
−Removed: Additionally, we paid an aggregate of $77 in cash to SVB Financial Group for the value of fractional shares computed in connection with such net exercises.
+Added: On December 11, 2020, we issued 209,238 shares of our common stock to SH Castle Biosciences, LLC upon the net exercise of a warrant to purchase 209,243 shares of common stock at an exercise price of approximately $0.001 per share.
+Added: Additionally, we paid $41 in cash to SH Castle Biosciences, LLC for the value of a fractional share of common stock computed in connection with such net exercise.
+Added: The net exercise was based on a fair market value of our common stock of $59.16 per share and did not result in any cash proceeds to us.
+Added: On December 29, 2020, we issued an aggregate of 31,814 shares of our common stock to OTA LLC upon the net exercise of certain warrants to purchase an aggregate of 35,237 shares of common stock at an exercise price of approximately $7.10 per share.
+Added: The warrants were originally issued to Oxford Finance LLC on March 31, 2017 and November 30, 2018, but were later transferred to OTA LLC in August 2020.
+Added: We paid an aggregate of $58 in cash to OTA LLC for the value of fractional shares computed in connection with such net exercises.
In accordance with the terms of the warrants, the net exercises were based on the fair market value of our common stock on the business day immediately prior to the date of delivery of the exercise notices, in each case $73.05 per share, and did not result in any cash proceeds to us.
−Removed: The issuances of these shares of common stock were deemed to be exempt from registration under the Securities Act of 1933, as amended, or the Securities Act in reliance on Section 4(a)(2) (or Regulation D promulgated thereunder) in that the issuance of securities was to an accredited investor and did not involve a public offering.
+Added: The issuances of these shares of common stock were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) (or Regulation D promulgated thereunder) in that the issuance of securities was to an accredited investor and did not involve a public offering.
The recipient of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions.
The recipient of the securities in these transactions was an accredited investor under Rule 501 of Regulation D.
−Removed: The foregoing disclosure excludes any transactions during the twelve months ended December 31, 2019 that were previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K of the Company.
Use of Proceeds from IPO of Common Stock
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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 initial public offering or IPO as described in the final prospectus filed with the SEC on July 26, 2019 relating to our Registration Statements on Form S-1 (File Nos.
+Added: There has been no material change in our planned use of the net proceeds from the IPO as described in the final prospectus filed with the SEC on July 26, 2019 relating to our Registration Statements on Form S-1 (File Nos.
333-232369 and 333-232796).
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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.