Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Recent Sales of Unregistered Equity Securities
Issuances of Preferred Stock
In July 2020, we issued an aggregate of 3,800,000 shares of our Series A convertible preferred stock at a purchase price of $3.00 per share, for aggregate consideration of $11.4 million.
In July and August 2020, we issued an aggregate of 5,647,048 shares of our Series B convertible preferred stock at a purchase price of $17.00 per share, for aggregate consideration of $96.0 million.
The issuance of such shares of Series A convertible preferred stock and Series B convertible preferred stock was exempt from registration under Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder).
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Common Stock Issued upon Conversion of Preferred Stock
On September 28, 2020, upon the closing of our initial public offering, all shares of our then-outstanding convertible preferred stock were automatically converted into 17,047, 378 shares of common stock. The issuance of such shares of common stock was exempt from registration under Section 3(a)(9) of the Securities Act.
(b) Use of Proceeds
On September 23, 2020, our Registration Statement on Form S-1, as amended (File No. 333-248559), was declared effective in connection with our initial public offering, pursuant to which we sold an aggregate of 9,050,000 shares of our common stock, including the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $20.00 per share. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Jefferies LLC acted as joint book-running managers and Chardan Capital Markets, LLC acted as lead manager for the offering.
The initial public offering closed on September 28, 2020 with respect to 7,869,566 shares of common stock. On September 29, 2020, the offering closed with respect to an additional 1,180,434 shares purchased by the underwriters pursuant to the underwriters’ option to purchase additional shares. The aggregate net proceeds from our initial public offering, after underwriting discounts and commissions, and other offering expenses of $2.4 million, were $165.9 million. In connection with our initial public offering, 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. There has been no material change in the planned use of proceeds from our initial public offering as described in our prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on September 25, 2020.
(c) Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
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