RxSight, Inc. 10-Q

Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds Recent Sales of Unregistered Securities From April 1, 2021 through June 30, 2021, we granted to our employees and consultants options to purchase an aggregate of 7,260 shares of our common stock under our 2015 Equity Incentive Plan, at an exercise price of $19.94 per share. On July 30, 2021, after the quarter ended, we granted each of our executive officers options to purchase an aggregate of 622,990 shares of our common stock under our 2021 Equity Incentive Plan, at an exercise price of $16.00 per share. From April 1, 2021 through June 30, 2021, we issued and sold to our employees, and consultants an aggregate of 30,215 shares of our common stock upon the exercise of options issued under our 2006 Stock Plan and 2015 Equity Incentive Plan at exercise prices ranging from $3.93 to $15.08, for an aggregate exercise price of $0.1 million. On August 3, 2021, certain of our stockholders cash exercised 63,728 warrants to purchase our Series H Preferred Stock at the exercise price of $12.40 per share, and certain of our stockholders completed a cashless exercise of warrants to purchase 36,533 Series H Preferred Stock on August 3, 2021. The aggregate 100,261 shares of Series H Preferred Stock were subsequently converted into 100,261 shares of common stock prior to the closing of the IPO. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. 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. On July 23, 2021, we effected a reverse stock split (the “Reverse Split”) of our common stock (excluding Series G and Series W common stock) and convertible preferred stock on a 1-for-10.33 basis. The par values of the common stock and convertible preferred stock were not adjusted as a result of the Reverse Split. No fractional shares were credited to stockholders as a result of the Reverse Split. Instead, any fractional shares owed to any of our stockholders as a result of the Reverse Split are to be paid in cash, on the basis of our $16.00 per share IPO price, by a third-party paying agent. Use of Proceeds On August 3, 2021, after the quarter end, we completed our IPO, with a subsequent partial exercise of the underwriter’s option to purchase additional shares. We issued and sold an aggregate of 8,248,549 shares of common stock, par value $0.001 per share, at an offering price of $16.00 per share. We received aggregate net proceeds of $120.0 million, after deducting underwriters' discounts and commissions of $9.2 million and estimated offering expenses of $2.7 million. 102 We intend to use the net proceeds we received from our IPO to support our operations, including for commercial expansion, to fund product development, research activities and clinical development, and for working capital and general corporate purposes. We may use a portion of such net proceeds to invest in short-term, interest-bearing, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. However, we do not have agreements or commitments for any material acquisitions or investments at this time. The representatives of the underwriters and joint book-running managers of our IPO were J.P. Morgan Securities LLC and BofA Securities, Inc. No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries and to non-employee directors pursuant to director offer letters and our outside director compensation policy. There has been no material change in the planned use of the IPO proceeds as described in our prospectus dated July 29, 2021, as filed with the SEC pursuant to Rule 424(b) under the Securities Act (File No. 333-257790). Item 3. D efaults Upon Senior Securities. None. Item 4. M ine Safety Disclosures. None.