Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Class A common stock trades on The Nasdaq Global Select Market under the symbol “MRVI” since November 20, 2020. Prior to that date there was no public market for our Class A common stock.
Our Class B common stock are not listed nor traded on any stock exchange.
Stock Performance Graph
The following graph shows the total stockholder’s return on an investment of $100 in cash at market close on November 20, 2020 (the first day of trading of our common stock), through December 31, 2020 for (i) our Class A common stock, (ii) the Nasdaq Composite Index and (iii) the Nasdaq Biotechnology Index. Pursuant to applicable Securities and Exchange Commission rules, all values assume reinvestment of pre-tax amount of all dividends; however, no dividends have been declared on our Class A common stock to date. The stockholder return shown in the graph below may not be indicative of future stock price performance, and we do not make or endorse any predictions as to future stockholder return. This graph shall not be deemed “soliciting material” or be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended, or Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Holders of Common Stock
As of March 17, 2021, there were two holders of record of our Class A common stock. As of March 17, 2021, there was one holder of record of our Class B common stock.
Dividend Policy
We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, because we are a holding company, our ability to pay dividends on our Class A common stock may be limited by restrictions on
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the ability of our subsidiaries to pay dividends or make distributions to us. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, including our new credit agreement (the “New Credit Agreement”) entered into in October, 2020, and will depend on our results of operations, financial conditions, capital requirements and other factors that our Board deems relevant.
Unregistered Sales of Equity Securities
During the fiscal year ended December 31, 2020, we had the following unregistered securities transactions:
1. On August 25, 2020, we issued 1,000 shares of common stock to MLSH 1 for $0.01 per share in connection with our formation.
2. On November 19, 2020, we issued 28,965,664 shares of Class A common stock to MLSH 2 as partial consideration for the Blocker Mergers.
3. On November 19, 2020, we issued 168,654,981 shares of Class B common stock to MLSH 1 in exchange for LLC units in Topco LLC (the “LLC Units”).
The issuances of the securities described above were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering.
Use of Proceeds
On November 24, 2020 we closed the initial public offering (“IPO”) of our Class A common stock pursuant to a Registration Statement on Form S-1 (File No. 333-249733), which was declared effective on November 19, 2020.
Under the Registration Statement, we sold an aggregate of 69,000,000 shares of Class A common stock, including 9,000,000 shares of Class A common stock purchased by the underwriters on November 24, 2020 pursuant to the underwriters’ option to purchase additional shares at the initial public offering price of $27.00 per share. We received net proceeds of approximately $1.8 billion after deducting underwriting discounts and commissions, of which $1.5 billion was used to purchase 59,526,715 of LLC Units in Topco LLC (the “LLC Units”), $208.1 million was used to pay Maravai Life Sciences Holdings 2 (“MLSH 2”) as consideration for the Blocker Mergers, and $33.7 million was used to acquire 1,319,148 outstanding shares of Class A common stock from MLSH 2 upon the underwriters’ exercise to purchase additional shares.
In turn, Topco LLC applied the proceeds received from us to repay $50.0 million of outstanding indebtedness under the New Credit Agreement, paid expenses incurred in related to the IPO and certain organizational transactions (“Organizational Transactions”).
There has been no material change in the use of proceeds as described in our prospectus, dated November 19, 2020, filed with the SEC on November 23, 2020 pursuant to Rule 424(b) under the Securities Act.
Issuer Purchases of Equity Securities
During the fiscal year ended December 31, 2020, we purchased shares of our equity securities of any class that we have registered pursuant to Section 12 of the Exchange Act in the following transaction:
On November 24, 2020, we redeemed 1,319,148 shares of our Class A common stock from MLSH 1 in connection with the underwriters’ exercise of their option to purchase additional shares in our IPO for $27 per share, less the per share amounts associated with underwriting discounts and commissions in our IPO, as set forth in the use of proceeds described in our IPO prospectus.
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2020 regarding shares of our Class A common stock that may be issued under the Company’s equity compensation plan, consisting of our 2020 Omnibus Incentive Plan (the “2020 Plan) and our 2020 Employee Stock Purchase Plan (the “ESPP”).
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Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1) (2) (3)
1,585,312 $ 25.77 30,914,477
Total 1,585,312 $ 25.77 30,914,477
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(1) Includes our 2020 Omnibus Incentive Plan and 2020 Employee Stock Purchase Plan
(2) Includes 5,152,413 shares that remain available for purchase under the 2020 Employee Stock Purchase Plan and 25,762,064 shares of common stock that remain available for grant under the 2020 Omnibus Incentive Plan. The 2020 Omnibus Incentive Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each calendar year during the term of the Plan, equal to the lesser of (a) 4.0% of the aggregate number of shares and shares of Class B common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Board. The 2020 Employee Stock Purchase Plan also provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each calendar year during the term of the plan, equal to the lesser of (a) 1.25% of the aggregate number of shares and shares of Class B common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board.
(3) The weighted average exercise price includes restricted stock unit awards that can be exercised for no consideration. The weighted average exercise price excluding these restricted stock units is $26.98.
Item 6. Selected Financial Data
The Company has applied the amendment to Regulation S-K Item 301 which became effective on February 10, 2021.