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 Price of Common Stock
Our common stock has been listed on the Nasdaq Global Select Market under the symbol “PMVP” since September 25, 2020. Prior to that date there was no public trading market for our common stock.
Holders of Common Stock
As of January 31, 2021, there were approximately 43 holders of record of our common stock. We believe actual number of stockholders is greater than this number of record holders. The approximate number of holders includes holders 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 holders whose share may be held in trust by other entities.
Performance Graph
This graph below is not “soliciting material” or deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that Section, and shall not be deemed incorporated by reference into this Annual Report on Form 10-K or into any other filing of PMV Pharma. under the Securities Act, as amended, except to the extent that we specifically incorporate this information by reference therein, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The following graph compares the cumulative total return to stockholder return on our common stock relative to the cumulative total returns of the Nasdaq Composite Index and the Nasdaq Biotechnology Index. An investment of $100 is assumed to have been made in our common stock and each index on September 25, 2020 (the first day of trading of our common stock) and its relative performance is tracked through December 31, 2020. Pursuant to applicable SEC 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 stockholder returns shown on the graph below are based on historical results and are not indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.
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COMPARISON OF CUMULATIVE TOTAL RETURN
among PMV Pharma, the NASDAQ Composite Index and the NASDAQ Biotechnology Index
Dividend Policy
We have never declared or paid cash dividends on our common stock. We intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors might deem relevant.
Recent Sales of Unregistered Securities
From January 1, 2020 through December 31, 2020, we sold and issued the following unregistered securities, which share numbers have been adjusted, as appropriate, to reflect the 5.2651-for-one reverse stock split which became effective on September 24, 2020:
(1)
We granted stock options to employees, directors and consultants covering and aggregate of 1,375,196 shares of common stock, at a weighted-average exercise price of $5.23 per share.
(2)
We sold an aggregate of 4,070 shares of common stock to employees for cash consideration in the aggregate amount of $6 thousand pursuant to stock option exercises.
(3)
We sold an aggregate of 9,688 shares of common stock to a warrant holder pursuant to exercise of the warrant. Cash consideration for this transaction was $194 thousand.
(4)
In July 2020, we issued an aggregate of 5,321,864 shares of Series D preferred stock to six accredited investors at a price per share of $13.1533, for total gross proceeds of $70.0 million. In connection with the completion of our IPO, all shares of Series D preferred stock automatically converted into an equivalent number of shares of our common stock.
The offers, sales and issuances of the securities described in this Item 5 were deemed to be exempt from registration under the Securities Act under either (i) 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
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compliance with Rule 701 or (ii) Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering. The recipients of securities in each of these transactions represented their intention 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 affixed to the stock certificates and instruments issued in such transactions.
Use of Proceeds from our Public Offering of Common Stock
On September 24, 2020, our registration statement on Form S-1 (File No. 333-248627) relating to our IPO of common stock was declared effective by the SEC. The IPO closed on September 25, 2020 at which time we issued 13,529,750 shares of common stock (including the exercise in full by the underwriters of their option to purchase an additional 1,764,750 shares of common stock) at a public offering price of $18.00 per share. We received net proceeds from the IPO of approximately $223.2 million, after deducting the underwriting discounts and commissions of approximately $17.0 million and estimated offering related expenses of approximately $3.3 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 our affiliates. Goldman Sachs & Co. LLC, BofA Securities, Cowen, and Evercore IS acted as joint book-running managers for the offering.
There has been no material change in the planned use of proceeds from the IPO from that described in the prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on September 24, 2020.
Purchases of Equity Securities by the Issuer and Affiliated Purchases
None.
Item 6. Selected Financial Data.
You should read the selected historical financial data below in conjunction with the section titled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited financial statements included elsewhere in this report. The selected financial data included in this section are not intended to replace the financial statements included elsewhere in this Annual Report on Form 10-K. We derived the selected statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the selected balance sheet data at December 31, 2020 and 2019 from our audited consolidated financial statements included elsewhere in this
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report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected in the future.
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
Operating Expenses:
Research and development
$
23,933
$
20,759
$
13,853
General and administrative
11,009
5,878
5,039
Total operating expenses
34,942
26,637
18,892
Loss from operations
(34,942
)
(26,637
)
(18,892
)
Other income:
Interest income, net
651
1,301
1,341
Other expense
(143
)
(8
)
16
Total other income
508
1,293
1,357
Loss before provision for income taxes
(34,434
)
(25,344
)
(17,535
)
Provision for income taxes
6
8
3
Net loss
(34,440
)
(25,352
)
(17,538
)
Unrealized gains on marketable securities, net of tax
3
10
52
Comprehensive loss
$
(34,437
)
$
(25,342
)
$
(17,486
)
Net loss per share—basic and diluted
$
(2.40
)
$
(8.35
)
$
(5.82
)
Weighted-average common shares outstanding
14,364,475
3,035,243
3,012,284
December 31,
2020
December 31,
2019
Cash, cash equivalents, and short-term marketable securities
$
361,422
$
101,486
Working capital (1)
358,351
97,570
Property and equipment, net
569
739
Total assets
$
365,531
$
103,033
Total current liabilities
6,410
4,523
Convertible preferred stock
—
168,933
Accumulated deficit
(109,880
)
(75,440
)
Total stockholders’ equity (deficit)
$
359,121
$
(70,474
)
(1) Working capital is defined as current assets minus current liabilities.
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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.