Common stockholders are entitled to dividends if and when declared by the Board of Directors (the “Board”) subject to the prior rights of preferred stockholders, if any. As of December 31, 2021, and 2020, no dividends on common stock had been declared by the Board.

In November 2021, we completed an underwritten public offering of 9.5 million shares of our common stock at a price to the public of $14.00 per share, which included the exercise in full of the underwriters’ option to purchase an additional 1.7 million shares of our common stock. In addition, we sold to certain investors pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 3.6 million shares of common stock at a purchase price of $13.9999 per pre-funded warrant, which represents the per share public offering price for the common stock less the $0.0001 per share exercise price for each such warrant. The Pre-Funded Warrants are exercisable at any time after the date of issuance and do not expire. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days’ prior notice to Chinook. The underwritten public offering resulted in gross proceeds to us of $183.5 million, before $11.3 million of transaction costs.

We evaluated the Pre-Funded Warrants for liability or equity classification in accordance with the provisions of ASC Topic 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the Pre-Funded Warrants did not meet the definition of liability instruments. The Pre-funded Warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the share of common stock with which they were issued, are immediately exercisable, do not include repurchase rights, cash settlement, or other put provisions, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the Pre-funded Warrants do not provide any guarantee of value or return. We valued the Pre-funded Warrants to purchase 3.6 million shares of common stock at an aggregate value of $50.0 million. The value of $13.9999 per pre-funded warrant was measured on the grant date based on the common stock price in the underwritten public offering of $14.00 per share, less the $0.0001 per share exercise price of the warrant. As of December 31, 2021, none of the Pre-funded Warrants have been exercised.

In April 2021, we entered into an “at-the-market” sales agreement (the “2021 Sales Agreement”), with Cantor Fitzgerald & Co. and SVB Leerink LLC, through which we may offer and sell shares of our common stock having an aggregate offering of up to $75.0 million through our sales agents, Cantor Fitzgerald & Co. and SVB Leerink LLC. We will pay the sales agents a commission of up to 3% of the gross proceeds of sales made through the 2021 Sales Agreement. In 2021, we sold 2.2 million shares for net proceeds of $33.9 million under the 2021 Sales Agreement. As of December 31, 2021, we have $40.0 million remaining under the 2021 Sales Agreement, which is subject to the continued effectiveness of our shelf registration statement on Form S-3 (Registration No. 333-255099) that expires on April 7, 2024, or upon an effective replacement shelf registration statement.

We assumed certain common stock warrants in the Merger. At December 31, 2021, warrants outstanding were not material.

We sold 0.6 million shares of restricted common stock to founding employees, directors and investors for $0.00034 per share. In the event continuous service terminates, the restricted shares sold to employees and directors include a provision whereby we have the option to repurchase unvested shares at the lower of the amount paid at grant or the fair market value as of repurchase date.

	RSAs Outstanding
	Number of RSAs (in thousands)			Weighted Average Grant Date Fair Value Per Share
Balance, December 31, 2020		196		$	0.00034
Vested		(97	)	$	0.00034
Balance, December 31, 2021		99		$	0.00034

The fair value of restricted stock vested during the years ended December 31, 2021 and 2020 was $1.4 million and less than $0.1 million, respectively.