−Removed: Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Set forth below is information regarding shares of equity securities sold, and options granted, by us during the three months ended June 30, 2024 that were not registered under the Securities Act.
+Added: Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
+Added: Set forth below is information regarding shares of equity securities sold, and options granted, by us during the three months ended September 30, 2024 that were not registered under the Securities Act.
Recent Sales of Unregistered Equity Securities
+Added: In September 2024, we entered into the BMS Purchase Agreement with BMS, pursuant to which we agreed to issue and sell, and BMS agreed to purchase 11,006,163 shares of common stock for an aggregate purchase price of $55.0 million pursuant to the terms and conditions thereof.
+Added: The BMS Purchase Agreement includes lock-up restrictions with respect to the common stock purchased.
+Added: Pursuant to the terms of the BMS Purchase Agreement, BMS has agreed not to, directly or indirectly, sell or transfer any of the shares until September 30, 2027 subject to specified conditions and exceptions.
+Added: In addition, the Company agreed, among other things, to file with the Securities and Exchange Commission a registration statement covering the resale of the shares and to use commercially reasonable efforts to cause such registration statement to become effective on or prior to ninety (90) calendar days after closing.
Use of Proceeds From Registered Securities
−Removed: In November 2023, we entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) under which we may, from time to time, issue and sell shares of our common stock having aggregate sales proceeds of up to $300.0 million, in a series of one or more at-the-market equity offerings (the “2023 ATM
+Added: In November 2023, we entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) under which we may, from time to time, issue and sell shares of our common stock having aggregate sales proceeds of up to $300.0 million, in a series of one or more at-the-market equity offerings (the “2023 ATM Program”).
Jefferies is not required to sell any specific share amounts but acts as our sales agent, using commercially reasonable efforts consistent with its normal trading and sales practices.
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Our common stock will be sold at prevailing market prices at the time of the sale, and as a result, prices may vary.
−Removed: As of June 30, 2024, we have not sold any shares of common stock under the 2023 ATM program.
+Added: As of September 30, 2024, we have not sold any shares of common stock under the 2023 ATM program.
In February 2024, we issued and sold 22,560,001 shares of our common stock, including 3,360,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at a price to the public of $6.25 per share.
1 unchanged sentence
As a result of the offering, we received approximately $150.9 million in net proceeds, after deducting underwriting discounts, commissions and estimated offering costs of $10.1 million.
+Added: Issuer Purchases of Equity Securities
Defaults Upon Senior Securities
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.