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 “PRLD” since September 25, 2020. Prior to that there was no public trading market for our common stock.
Holders of Record
As of March 12, 2021, there were approximately 29 stockholders 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 currently intend to retain future earnings, if any, for use in operation of our business and to fund future growth. We have never declared or paid any cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors 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.
Unregistered Sales of Equity 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 1.1566-to-1 reverse stock split which became effective on September 18, 2020:
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Prior to filing our registration statement on Form S-8 in 2020, we granted options to our directors, officers, employees and consultants to purchase an aggregate of 5,026,431 shares of common stock under our 2016 Plan with per share exercise prices ranging from $1.89 to $19.00. The issuances of the securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 701 promulgated under the Securities Act as transactions pursuant to compensatory benefit plans.
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In May 2019 and March 2020, we issued and sold to six accredited investors an aggregate of 15,257,692 shares of Series B convertible preferred stock at a purchase price of $3.9325 per share, for aggregate consideration of approximately $60.0 million. These shares of Series B convertible preferred stock converted into 15,257,692 shares of our common stock or non-voting common stock. This transaction was exempt from the registration requirements of the Securities Act in reliance upon Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act.
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In August 2020, we issued and sold to seven accredited investors an aggregate of 3,443,612 shares of Series C convertible preferred stock at a purchase price of $14.5197 per share, for aggregate consideration of approximately $50.0 million. These shares of Series C convertible preferred stock converted into 3,443,612 shares of our common stock or non-voting common stock. This transaction was exempt from the registration requirements of the Securities Act in reliance upon Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act.
Use of Proceeds from Registered Securities
On September 29, 2020, we completed our IPO and sold 9,573,750 shares of common stock at an IPO 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 registration statements on Form S‑1 (File No. 333‑248628), which was declared effective by the SEC on September 24, 2020. No additional shares were registered.
We received net proceeds from the IPO of approximately $166.6 million, after deducting underwriting discounts and commissions and offering costs. Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and BofA Securities, Inc. acted as joint book-running managers of the offering and as representatives of the underwriters. None of the expenses associated with
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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.
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 September 25, 2020.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. Selected Financial Data.
As a Smaller Reporting Company, we have elected not to include Selected Financial Data pursuant to Item 301(c) of Regulation S-K.
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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.