Stockholders' Equity

6 Months Ended

Jun. 30, 2022

Stockholders' Equity

Stockholders' Equity

10. Stockholders’ Equity

Common Stock

The holders of common stock are entitled to one vote per share on all matters to be voted upon by our stockholders. Subject to the preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors.

On May 17, 2021, we entered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc., as agents (the “Agents”), pursuant to which we may offer and sell, from time to time, through the Agents, shares of our common stock having an aggregate offering price of up to $75.0 million in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including directly on the Nasdaq Global Select Market or into any other existing trading market for the Shares, or sales made to or through a market maker, in block transactions or by any other method permitted by law, including negotiated transactions. Sales may be made at market prices prevailing at the time of a sale or at prices related to prevailing market prices or at negotiated prices. During the period between May 18, 2021 and June 9, 2021, we sold an aggregate of 13,492,231 shares of our common stock under the Distribution Agreement resulting gross proceeds of $75.0 million and net proceeds to us of $72.5 million, after deducting commissions and offering expenses, effectively closing out sales we may make pursuant to the Distribution Agreement. We have used and intend to use the net proceeds of this offering for general corporate purposes, including funding of our development programs, sales and marketing expenses associated with Rubraca, repayment, repurchase or refinance of our debt obligations, payment of milestones pursuant to our license agreements, general and administrative expenses, acquisition or licensing of additional product candidates or businesses and working capital.

On August 16, 2021, we entered into a distribution agreement (the “August Distribution Agreement”) with the Agents, pursuant to which we may offer and sell, from time to time, through the Agents, shares of our common stock, having an aggregate offering price of up to $125.0 million in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including directly on the Nasdaq Global Select Market or into any other existing trading market for the shares, or sales made to or through a market maker, in block transactions or by any other method permitted by law, including privately negotiated transactions. Sales may be made at market prices prevailing at the time of a sale or at prices related to prevailing market prices or at negotiated prices. During the period between August 17, 2021 and September 15, 2021, we sold an aggregate of 9,379,976 shares of our common stock under the August Distribution Agreement resulting in gross proceeds of $43.0 million and net proceeds to us of $41.5 million, after deducting commissions and offering expenses. During the period between November 5, 2021 and November 16, 2021, we sold an aggregate of 731,292 shares of our common stock resulting in gross proceeds of $3.1 million and net proceeds to us of $3.0 million, after deducting commissions and offering expenses.

During the period between January 18, 2022 and March 3, 2022, we sold an aggregate of 13,870,410 shares of our common stock resulting in gross proceeds of $29.8 million and net proceeds to us of $28.6 million, after deducting commissions and offering expenses.

We have used and intend to use the net proceeds of this offering for general corporate purposes, including funding of our development programs, sales and marketing expenses associated with Rubraca, repayment, repurchase or

refinance of our debt obligations, payment of milestones pursuant to our license agreements, general and administrative expenses, acquisition or licensing of additional product candidates or businesses and working capital.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of changes in foreign currency translation adjustments, which includes changes in a subsidiary’s functional currency, and unrealized gains and losses on available-for-sale securities.

The changes in accumulated balances related to each component of other comprehensive income (loss) are summarized for the three months ended June 30, 2022 and 2021, as follows (in thousands):

	Foreign Currency				Unrealized				Total Accumulated
	Translation Adjustments				Losses				Other Comprehensive Loss
	2022		2021		2022		2021		2022		2021
Balance at April 1,	$	(42,856)	$	(44,245)	$	(139)	$	(139)	$	(42,995)	$	(44,384)
Other comprehensive income		1,158		14		—		—		1,158		14
Total before tax		(41,698)		(44,231)		(139)		(139)		(41,837)		(44,370)
Tax effect		—		—		—		—		—		—
Balance at June 30,	$	(41,698)	$	(44,231)	$	(139)	$	(139)	$	(41,837)	$	(44,370)

The changes in accumulated balances related to each component of other comprehensive income (loss) are summarized for the six months ended June 30, 2022 and 2021, as follows (in thousands):

	Foreign Currency				Unrealized				Total Accumulated
	Translation Adjustments				Losses				Other Comprehensive Loss
	2022		2021		2022		2021		2022		2021
Balance at January 1,	$	(43,291)	$	(44,165)	$	(139)	$	(139)	$	(43,430)	$	(44,304)
Other comprehensive income (loss)		1,593		(66)		—		—		1,593		(66)
Total before tax		(41,698)		(44,231)		(139)		(139)		(41,837)		(44,370)
Tax effect		—		—		—		—		—		—
Balance at June 30,	$	(41,698)	$	(44,231)	$	(139)	$	(139)	$	(41,837)	$	(44,370)

There were no reclassifications out of accumulated other comprehensive loss in each of the three and six months ended June 30, 2022 and 2021.