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Recent Sales of Unregistered Securities
−Removed: On March 11, 2020, we issued a warrant to purchase 100,000 shares of our common stock, or the Warrant, to a consultant in consideration for services provided by the consultant.
−Removed: The Warrant is exercisable at an exercise price of $3.14 per share and expires on March 11, 2025.
−Removed: The shares issuable upon exercise of the Warrant vest upon the consultant’s achievement of certain specified development milestones.
−Removed: We offered and sold the Warrant pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.
−Removed: Except as stated in this quarterly report on Form 10-Q, we did not sell any securities that were not registered under the Securities Act during the three months ended March 31, 2020.
−Removed: Use of Proceeds from Initial Public Offering
−Removed: On January 30, 2018, we closed our initial public offering, in which we issued and sold 8,984,375 shares of common stock, including 1,171,875 shares of our common stock pursuant to the underwriters’ over-allotment, at a public offering price of $16.00 per share.
−Removed: The aggregate gross proceeds to us from our initial public offering were approximately $143.8 million.
−Removed: All of the shares of common stock issued and sold in our initial public offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (Registration No.
−Removed: 333-222357), which was declared effective by the SEC on January 25, 2018 and a registration statement on Form S-1 MEF (Registration No.
−Removed: 333-222705) filed pursuant to Rule 462(b) of the Securities Act.
−Removed: Morgan Securities LLC, Goldman Sachs & Co.
−Removed: LLC and Leerink Partners LLC were joint book-running managers for the initial public offering.
−Removed: The offering commenced on January 25, 2018 and did not terminate until the sale of all of the shares offered.
−Removed: The aggregate net proceeds to us were approximately $129.1 million, after deducting underwriting discounts and commissions and offering expenses payable by us of approximately $14.7 million.
−Removed: Except as set forth below, no offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning ten percent or more of any class of our equity securities or to any other affiliates.
−Removed: JPMC Strategic Investments II Corporation, or JPMC, owned in excess of 10% of our issued and outstanding common stock immediately prior to our initial public offering, and JPMC is an affiliate of J.P.
−Removed: Morgan Securities LLC, which was a book running manager in our initial public offering.
−Removed: In addition, Mr.
−Removed: Robert Huffines, one of our directors, is an employee of J.P.
−Removed: Morgan Securities LLC.
−Removed: As of March 31, 2020, we have used all of the net proceeds from our initial public offering, primarily to fund research, development and clinical trial expenses, and the remainder for general and administrative expenses and other general corporate purposes.
−Removed: There was no material change in the use of net proceeds from our initial public offering as described in our final prospectus filed with the SEC on January 29, 2018 pursuant to Rule 424(b).
+Added: We did not sell any securities that were not registered under the Securities Act during the three months ended June 30, 2020.
Summary of Non-Employee Director Compensation Program.
−Removed: Consulting Agreement, dated as of February 1, 2020, by and between Solid Biosciences Inc.
−Removed: Consulting Agreement, dated as of January 15, 2020, by and between Solid Biosciences Inc.
−Removed: and Alvaro Amorrortu (incorporated by reference to Exhibit 10.25 to the Form 10-K filed on March 12, 2020) .
−Removed: Consulting Agreement, dated as of January 15, 2020, by and between Solid Biosciences Inc.
−Removed: and Jorge Quiroz (incorporated by reference to Exhibit 10.26 to the Form 10-K filed on March 12, 2020) .
+Added: Consulting Agreement, dated as of J une 16, 2020, by and between Solid Biosciences Inc.
+Added: 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-38360) filed with the SEC on June 18, 2020).
+Added: Form of Stock Option Agreement under the 2020 Equity Incentive Plan.
+Added: Form of Restricted Stock Unit Agreement under the 2020 Equity Incentive Plan.
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Solid Biosciences Inc.
+Added: August 6, 2020
/s/ Ilan Ganot
1 unchanged sentence
(Principal Executive Officer)
+Added: August 6, 2020
/s/ Jennifer Ziolkowski
3 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.