Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Equity Securities
From July to August 2020, we issued and sold an aggregate of 19,444,453 shares of
our Series C-1 preferred stock at a per share purchase price of $5.67 for aggregate gross consideration of $110.3 million. We have relied on the exemption from the registration requirements
of the Securities Act by virtue of Section 4(a)(2) thereof and the rules and regulations promulgated thereunder relating to transactions not involving any public offering.
During the period between July 1, 2020 to September 30, 2020, we issued to employees, directors and consultants, options to purchase
an aggregate of 2,612,353 shares of our common stock at a weighted-average exercise price of $8.80 per share. We deemed these issuances to be exempt from registration under the Securities Act either in reliance on Rule 701 of the Securities Act as
sales and offers under compensatory benefit plans and contracts relating to compensation in compliance with Rule 701, or in reliance on Section 4(a)(2), as a transaction by an issuer not involving a public offering. On October 16, 2020, we
filed a registration statement on Form S-8 under the Securities Act to register all of the shares of our common stock subject to outstanding options and all shares of our common stock otherwise issuable
pursuant to our equity compensation plans.
Use of Proceeds from Initial Public Offering
On October 20, 2020, we completed our initial public offering, or IPO, pursuant to which we issued and sold all 11,500,000 shares of our
registered common stock at the public offering price of $19.00 per share, including 1,500,000 shares of common stock sold pursuant to the underwriters exercise of their option to purchase additional shares of common stock. The aggregate gross
proceeds of our IPO, inclusive of the underwriters option to purchase additional shares, were $218.5 million. The offering commenced on October 15, 2020 and did not terminate until the sale of all of the shares offered.
The offer and sale of all of the shares of our common stock in our IPO were registered under the Securities Act pursuant to a registration
statement on Form S-1 (File No. 333-249074), which was declared effective by the Securities and Exchange Commission, or SEC, on October 15, 2020. Cowen and
Company, LLC, Evercore Group L.L.C. and Piper Sandler & Co. acted as joint book-running managers for our IPO.
We received
aggregate net proceeds from the IPO, inclusive of the underwriters option to purchase additional shares, of approximately $199.9 million, after deducting $15.3 million of underwriting discounts and commissions and $3.3 million
of other offering expenses payable by us. None of the underwriting discounts and commissions or offering expenses were paid directly or indirectly to any directors or officers of ours or their associates or to persons owning 10% or more of any class
of equity securities or to any affiliates of ours. We had not used any of the net proceeds from the IPO as of September 30, 2020, as we have continued to fund operations from proceeds received through our preferred stock financings. There has
been no material change in our planned use of the net proceeds from our IPO as described in our final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on October 16, 2020.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
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