Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
From June 1, 2020 through July 23, 2020 (the date of the filing of our registration statement on Form S-8) we granted our employees, directors, consultants, and other service providers stock options to purchase an aggregate of 798,590 shares of common stock under our 2012 Amended and Restated Equity Incentive Plan (the 2012 Plan), with exercise prices ranging from $9.57 to $17.01 per share and we issued 248,900 shares of common stock upon the exercise of stock options granted under the 2012 Plan, with purchase prices ranging from $0.24 to $9.57 per share, for an aggregate exercise price of $0.7 million. The sales of the above securities were exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
On July 24, 2020, upon completion of our initial public offering, all shares of our then-outstanding convertible preferred stock automatically converted into 22,245,251 shares of common stock. The issuance of such shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 3(a)(9) and Section 4(a)(2) of the Securities Act.
Use of Proceeds
In the third fiscal quarter of 2020, we completed our initial public offering and sold 12,550,000 shares of common stock at an offering price of $19.00 per share. The offer and sale of all of the shares in the initial public offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-239651), which was declared effective by the SEC on July 23, 2020. No additional shares were registered.
We received net proceeds from the initial public offering of approximately $218.1 million, after deducting underwriting discounts and commissions of approximately $16.7 million and offering expenses of approximately $3.7 million. J.P. Morgan Securities LLC, Piper Sandler & Co. and Stifel, Nicolaus & Company, Incorporated acted as joint book-running managers of the offering and as representatives of the underwriters. None of the expenses associated with the initial public offering were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to their associates, or to our affiliates.
There has been no material change in the planned use of proceeds from our initial public offering as described in the prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on July 24, 2020.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.