Related-Party Transactions

12 Months Ended

Dec. 31, 2019

Related‑Party Transactions

Financing

During the year ended December 31, 2019, the Company completed the 2019 Purchase Agreement, 2019 Private Placement, and the 2019 Follow-On. The following tables set forth the number of shares of common stock, common warrants, and pre-funded warrants purchased by executive officers and members of the board of directors of the Company (and related parties thereto), as described in Note 10.



	2019 Purchase Agreement
Name	Shares of common stock purchased	Common warrants to be purchased	Total aggregate purchase price
TAS Partners, LLC	3,940,887	1,970,443	$	6,000,000
Carrie S. Cox	65,681	32,840	$	99,999
Timothy Barabe	65,681	32,840	$	99,999
Scott D. Myers	39,409	19,704	$	60,000



	2019 Private Placement
Name	Shares of common stock purchased	Total purchase price
Timothy A. Springer, Ph.D.	1,600,000	$	2,896,000
TAS Partners, LLC (affiliate of Timothy A. Springer, Ph.D.)	1,100,000	$	1,991,000
Elona Kogan, J.D.	82,872	$	149,998
Patrick Zenner	55,248	$	99,999
Takashi Kei Kishimoto, Ph.D.	50,000	$	90,500
Carsten Brunn, Ph.D.	41,436	$	74,999
Scott D. Myers	41,436	$	74,999
Stephen Smolinski	13,812	$	25,000



	2019 Follow-On
Name	Shares of common stock purchased	Total purchase price
Timothy A. Springer, Ph.D.	4,000,000	$	6,000,000
Entities affiliated with Polaris	666,666	$	999,999
Chafen Lu (Timothy A. Springer’s wife)	66,666	$	99,999
Jed Springer (Timothy A. Springer’s brother)	1,000	$	1,500

Consulting Services

During 2018, the Company entered into an amended consulting agreement, (the "Consulting Agreement") with Dr. Omid Farokhzad, a member of its Board of Directors. The term of the amendment to the Consulting Agreement was April 1, 2018 to December 31, 2019, which extended the original consulting term for an additional nine months from March 31, 2019. Compensation included a $85,000 payment for the period beginning January 1, 2019 and ending December 31, 2019. The $85,000 was paid quarterly across the contract term in arrears beginning March 31, 2019. Included within this agreement, a stock option award of 75,000 shares was granted, with a weighted average grant date fair value of $4.35. Effective November 20, 2019, Dr. Farokhzad resigned as a member of its Board of Directors.

In addition, the Company incurred expenses for consulting services provided by its founders totaling $0.5 million, $0.2 million and $0.2 million during the years ended December 31, 2019, 2018 and 2017, respectively. The agreements associated with the above consulting services provided by its founders were terminated effective December 31, 2019. The Company entered into new agreements with its founders to serve roles on its Scientific Advisory Board, effective January 1, 2020 to December 31, 2021, under which they will be paid quarterly for their services.