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
Our common stock is traded on the Nasdaq Global Select Market under the symbol “XLO.” Trading of our common stock commenced on October 22, 2021, following the completion of our initial public offering. Prior to that date, there was no public market for our common stock.
Holders
As of February 15, 2022, there were 89 holders of record of our common stock. This number does not include beneficial owners whose shares are held in street name.
Dividend Policy
We have never paid cash dividends and we do not anticipate paying any cash dividends on our shares of common stock in the foreseeable future. We intend to retain any future earnings for reinvestment in our business. Any future determination to pay cash dividends will be at the discretion of our board of directors, and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as our board of directors deems relevant.
Recent Sales of Unregistered Securities
Set forth below is information regarding shares of equity securities sold or issued, and options granted, by us during the year ended December 31, 2021 that were not registered under the Securities Act of 1933, as amended, or the Securities Act, and that were not previously reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K. The following share numbers have been adjusted, as appropriate, to reflect the one-for-9.5 reverse stock split of our common stock that became effective on October 15, 2021, which also resulted in a proportional adjustment to the ratios at which our outstanding shares of preferred stock converted into common stock.
Issuances of Convertible Preferred Stock
On January 20, 2021, we issued 39,723,312 shares of Series B convertible preferred stock to existing Series B convertible preferred stockholders at $1.265 per share for cash proceeds of $50.2 million, net of issuance costs. On February 23, 2021, we entered into a stock purchase agreement with existing and new investors and sold 68,271,641 shares of Series C convertible preferred stock at $1.3915 per share for cash proceeds of $94.7 million, net of issuance costs. No underwriters were used in the foregoing transactions. All sales of securities described above were made in
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reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering. Each series of convertible preferred stock automatically converted into shares of our common stock upon the closing of the initial public offering, or IPO, of our common stock in October 2021.
Stock Option Exercises
During the three months ended December 31, 2021 and prior to the effectiveness of our Registration Statement on Form S-8 on October 25, 2021, we issued an aggregate of 25,062 shares of our common stock to our employees upon the exercise of outstanding stock options under our 2020 Stock Incentive Plan for aggregate cash consideration in the amount of $0.1 million.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The stock options and the shares of common stock issued upon the exercise of stock options described above were issued pursuant to written compensatory plans or arrangements with our employees in reliance on the exemption provided by Rule 701 promulgated under the Securities Act, or pursuant to Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. 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.
Use of Proceeds from Initial Public Offering of Common Stock
On October 26, 2021, we closed our IPO and issued and sold an aggregate of 7,353,000 shares of our common stock at a public offering price of $16.00 per share, and on November 1, 2021, we sold an additional 766,106 shares of common stock at a public offering price of $16.00 per share pursuant to the partial exercise by the underwriters of their option to purchase additional shares.
The offer and sale of the shares of common stock in our IPO was registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333-259973), which was declared effective by the SEC on October 21, 2021. Following the sale of the shares in connection with the partial exercise by the underwriters of their option, the offering terminated before all the securities registered in the registration statement were sold. Morgan Stanley & Co. LLC, Cowen and Company LLC and Guggenheim Securities, LLC acted as joint book-running managers for our IPO, and Raymond James & Associates, Inc. acted as lead manager for our IPO.
We received aggregate gross proceeds from our IPO, inclusive of the exercise by the underwriters of their option to purchase additional shares, of $129.9 million, or aggregate net proceeds of $116.4 million, after deducting underwriting discounts and commissions and offering expenses payable by us. None of these expenses consisted of direct or indirect payments made by us to directors, officers or persons owning 10% or more of our common stock or to their associates, or to our affiliates.
As of December 31, 2021, we estimate that we have used approximately $16.0 million of the net proceeds from our IPO. We maintain the unused net proceeds from the offering in cash and cash equivalents. There has been no material change in the planned use of the net proceeds from our IPO, as described in our final prospectus filed with the SEC on October 22, 2021 pursuant to Rule 424(b)(4) under the Securities Act.
Item 6. [Reserved]
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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.