Harmony Biosciences Holdings, Inc. 10-Q

Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds. Use of Proceeds from our Initial Public Offering of Common Stock On August 21, 2020, we completed the IPO of our common stock, in which we issued and sold 6,151,162 shares, including 802,325 shares pursuant to the underwriters’ over-allotment option at a price of $24.00 per share for an aggregate price of approximately $147.6 million. The shares began trading on the Nasdaq Global Market on August 19, 2020. The offer and sale of the shares in our IPO was registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-240122), which was declared effective by the SEC on August 18, 2020 (the “Registration Statement”). The offering commenced on August 6, 2020 and terminated after the sale of all securities registered pursuant to the Registration Statement. Goldman Sachs & Co. LLC., Jefferies LLC and Piper Sandler & Co. acted as managing underwriters for the offering. We raised approximately $135.4 million, after deducting underwriting discounts and commissions and offering expenses of approximately $12.2 million. None of these expenses consisted of direct or indirect payments made by us to (i) our directors, officers or their associates, (ii) persons owning 10% or more of our common stock or (iii) to our affiliates. There has been no material change in the planned use of proceeds from our IPO as described in the Prospectus. Net proceeds from our IPO have been invested in short-term, interest-bearing, investment grade securities. Unregistered Sales of Equity Securities On August 31, 2020, pursuant to Article IV, Section B, Subsection 5.2 of our Third Amended and Restated Certificate of Incorporation, as amended, we delivered to each holder of our previously outstanding Series A preferred stock (the “Series A Preferred”), Series B preferred stock (the “Series B Preferred”) and Series C preferred stock (the “Series C Preferred” and, together with the Series A Preferred and the Series B Preferred, the “Preferred Stock”) a notice indicating the number of shares of our common stock each such holder held following the conversion of the Preferred Stock into our common stock and the payment of the cumulative accrued dividend in shares of our common stock. As previously reported, from September 22, 2017 through January 8, 2018, we issued and sold an aggregate of 34,692,635 shares of Series A Preferred at a purchase price of $8.22 per share for aggregate consideration of approximately $285.0 million. On January 8, 2018, we issued and sold an aggregate of 973,828 shares of Series B Preferred at a purchase price of $10.27 per share for aggregate consideration of approximately $10.0 million. On August 9, 2019, we issued and sold an aggregate of 3,105,320 shares of Series C Preferred at a purchase price of $16.10 per share, for aggregate consideration of approximately $50.0 million. All the Preferred Stock share numbers and prices disclosed above reflect our 1-for-8.215 reverse stock split, which was effected on August 11, 2020. The Preferred Stock was issued to investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. In connection with the IPO of our common stock, all of our outstanding shares of Preferred Stock were converted into shares of our common stock. In addition, we paid out a cumulative accrued dividend to holders of the Preferred Stock in shares of our common stock. Collectively, holders of the previously outstanding Preferred Stock received a total of 42,926,630 shares of our unregistered common stock, resulting in a total of 56,883,640 shares of our common stock outstanding following the IPO. All fractional shares were paid in cash. Substantially all shares of our common stock issued to holders of Preferred Stock are subject to a lock-up agreement that expires 180 days from August 18, 2020, the date the IPO was priced. Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.