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 for Common Stock
Our common stock has been listed on the Nasdaq Global Market under the symbol “NRIX” since July 24, 2020. Prior to that date, there was no public trading market for our common stock.
Holders of Record
As of close of business on February 11, 2021, there were 92 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
Dividend Policy
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to finance the growth and development of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends will fall within the discretion of our Board of Directors, and will depend on various factors, including our operating results, financial condition, and capital requirements, restrictions that may be imposed by applicable law, and other factors deemed relevant by our Board of Directors.
Stock Price Performance Graph
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide this information.
Use of Proceeds from Registered Securities
In the third fiscal quarter of 2020, we completed our IPO 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 IPO 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.
There has been no material change in the planned use of proceeds from our IPO as described in the prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on July 24, 2020.
Securities Authorized for Issuance under Equity Compensation Plans
Information regarding our equity compensation plans and the securities authorized for issuance thereunder is set forth in Part III, Item 12 of this Annual Report on Form 10-K.
Unregistered Sales of Equity Securities
From December 1, 2019 through November 30, 2020, we sold and issued the following unregistered securities:
•
Prior to filing our registration statement on Form S-8 in July 2020, we issued and sold to our directors, officers, employees, and consultants an aggregate of 447,177 unregistered shares of common stock upon exercise of stock options under our 2012 Equity Incentive Plan at per share exercise prices ranging from $0.24 to $9.57.
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•
In March 2020, we issued 9,431,364 shares of Series D redeemable convertible preferred stock that resulted in gross proceeds of $120.2 million.
The offers, sales and issuances of the securities described in paragraph (1) above were deemed to be exempt from registration under the Securities Act under Rule 701 promulgated under the Securities Act as offers and sale of securities pursuant to certain compensatory benefit plans and contracts relating to compensation in compliance with Rule 701.
The offers, sales and issuances of the securities described in paragraph (2) above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act. The recipients of securities in this transaction 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 this transaction. Each of the recipients of securities in this transaction was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.
Purchases of Equity Securities by Issuers and Affiliated Purchasers
The table below provides information with respect to recent repurchase of unvested shares of our common stock:
Period
Total Number of Shares Purchased ( 1)
Average Price Paid per Share
Total Number of Shares Purchased as part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Program
September 1 – September 30, 2020
—
—
—
—
October 1 – October 31, 2020
3,020
$1.62
—
—
November 1 – November 30, 2020
—
—
—
—
(1)
All of the shares repurchased, as reflected in the table above, were repurchases of unvested shares of our common stock that had been issued upon early exercise of stock options. Upon termination of employment of a person holding unvested shares, we are entitled to repurchase the unvested shares.
Item 6. Selected Financial Data
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.
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