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 common stock has been listed on the Nasdaq Global Select Market under the symbol “OM” since September 15, 2020. Prior to that date, there was no public trading market for our common stock.
Holders of Common Stock
As of March 15, 2021, there were 369 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.
Dividend Policy
We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our capital stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to applicable laws and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
Stock Performance Graph
The following shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the extent we specifically incorporate it by reference into such filing.
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The following graph compares the cumulative total return on our common stock relative to the cumulative total returns of the NASDAQ Composite Index and the NASDAQ Biotechnology Index for the period from September 15, 2020 (the first day of trading of our common stock) through December 31, 2020. An investment of $100 is assumed to have been made in our common stock and each index at market close on September 15, 2020 and its relative performance is tracked through December 31, 2020. Pursuant to applicable Securities and Exchange Commission rules, all values assume reinvestment of the full amount of all dividends, however no dividends have been declared on our common stock to date. The offering price of our common stock in our IPO, which had a closing stock price of $60.68 on September 15, 2020, was $27.00 per share. Note that historic stock price performance is not necessarily indicative of future stock price performance.
Recent Sales of Unregistered Securities
Capital Stock Issuances
In January and March 2020, excluding shares issued pursuant to stock purchase rights as described below, we sold an aggregate of 56,818,179 shares of our Series E redeemable convertible preferred stock to accredited investors at a purchase price of $2.20 per share, for an aggregate purchase price of $124,999,994.
In January 2020, we issued an aggregate of 4,849,933 shares of our common stock as a stock dividend to the holders of our redeemable convertible preferred stock.
In September 2020, we issued an aggregate of 25,957,884 shares of our common stock upon the automatic conversion of all shares of our redeemable convertible preferred stock in connection with our initial public offering.
In September 2020, we issued an aggregate of 274,590 shares of our common stock upon the exercise of outstanding warrants.
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The capital stock issuances described above were exempt from registration under the Securities Act (or Regulation D promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. 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. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
Option Issuances
From January 1, 2020 through September 9, 2020, we granted to our directors, officers, employees, consultants and other service providers options to purchase an aggregate of 1,480,135 shares of our common stock under our 2019 Equity Incentive Plan and 2020 Equity Incentive Plan at exercise prices ranging from approximately $8.62 to $27.00 per share and have issued 322,602 shares of our common stock upon exercise of such options from January 1, 2020 to September 18, 2020.
In March 2020, we granted to our directors, officers, employees, consultants and other service providers rights to purchase an aggregate of 963,696 shares of our Series E redeemable convertible preferred stock under our 2020 Preferred Stock Purchase Plan at an exercise price of $2.20 per share and have issued 963,696 shares of our Series E redeemable convertible preferred stock upon exercise of such rights.
The option issuances described above were exempt from registration under the Securities Act under Rule 701 in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of such securities were the registrant’s employees, consultants or directors and received the securities under the registrant’s equity compensation plans. The recipients of securities in each of these transactions represented their intention to acquire the securities for investment only and not with view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions.
Use of Proceeds
On September 14, 2020, our registration on Form S-1 (File No. 333- 248225 ) was declared effective for our IPO and o n September 17, 2020, we completed our IPO, in which we sold 10,293,777 shares of common stock at a price to the public of $27.00 per share. As a result of the IPO, we received aggregate net proceeds of approximately $254.8 million after deducting offering costs, underwriting discounts and commissions of approximately $23.1 million. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to their associates, or to our affiliates.
BofA Securities, Inc., Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC acted as representatives of the underwriters for the IPO. There has been no material change in the expected use of the net proceeds from our IPO, as described in our final prospectus filed with the SEC on September 16, 2020 pursuant to Rule 424(b) under the Securities Act.
Issuer Purchases or Equity Securities
None.
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Item 6. Selected Financial Data.
Years Ended December 31,
2020
2019
2018
(in thousands, except per share amount)
Statement of Operations Data:
Revenue:
Product revenue
$
39,612
$
13,750
$
1,749
Service and other revenue
10,323
1,328
258
Total revenue
49,935
15,078
2,007
Cost of revenue:
Cost of product revenue
57,035
27,164
7,806
Cost of service and other revenue
5,937
5,716
316
Total cost of revenue
62,972
32,880
8,122
Gross profit
(13,037
)
(17,802
)
(6,115
)
Operating expenses:
Research and development
28,850
23,327
22,916
Sales and marketing
45,068
20,259
11,279
General and administrative
30,512
8,919
6,253
Total operating expenses
104,430
52,505
40,448
Loss from operations
(117,467
)
(70,307
)
(46,563
)
Other income (expense):
Interest income and other income, net
526
2,485
1,709
Interest expense
(2,891
)
(4,257
)
(4,639
)
Change in fair value of redeemable convertible preferred
stock warrant liability
(93
)
3,800
(262
)
Loss on extinguishment of term loan
(1,567
)
—
—
Loss before provision for income taxes
(121,492
)
(68,279
)
(49,755
)
Provision for income taxes
—
20
25
Net loss
$
(121,492
)
$
(68,299
)
$
(49,780
)
Net loss attributable to common stockholders, basic and diluted (1)
$
(79,324
)
$
(85,461
)
$
(73,080
)
Net loss per share attributable to common stockholders, basic
and diluted (1)
$
(4.85
)
$
(99.58
)
$
(100.75
)
Weighted average shares used in computing net loss per share
attributable to common stockholders, basic and diluted (1)
16,358
858
725
(1)
See Note 2 and Note 11 to the Notes to Financial Statements included in Part II, Item 8 of this Annual Report for further details on the calculation of net loss per share attributable to common stockholders, basic and diluted, the weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted.
As of December 31,
2020
2019
(in thousands)
Balance Sheet Data
Cash, cash equivalents, restricted cash and short-term investments
$
348,181
$
70,821
Working capital (1)
309,219
54,736
Total assets
403,829
88,366
Term note, current and noncurrent
29,674
29,061
Redeemable convertible preferred stock warrant liability
—
4,285
Redeemable convertible preferred stock
—
409,446
Accumulated deficit
(494,059
)
(372,567
)
Total stockholders’ equity (deficit)
328,609
(372,187
)
(1)
We define working capital as current assets less current liabilities. See our financial statements and the related notes included elsewhere in this Annual Report for further details regarding our current assets and current liabilities.
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