Stockholders Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholder's Equity

Note 10. Stockholders’ equity

Common stock

In October 2020, the Company authorized preferred stock issuable of 10,000,000 shares and increased its authorized common stock issuable to 150,000,000 shares, both with a $0.0001 par value per share.

The holders of common stock are entitled to one vote for each share held at all meetings of stockholders and written actions in lieu of meetings provided. Subject to full payment of all preferential dividends to which the holders of preferred stock, if any, are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of a liquidation, dissolution, or winding up of the Company, after payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock, if any, are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. The holders of common stock have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such stock.

Reverse stock split

As described in Note 1, Nature of the business and basis of presentation, on September 25, 2020 the Company effected a one-for-8.4335 reverse stock split of its issued and outstanding common stock, stock options and common stock warrant and a proportional adjustment to the conversion ratios for the Company’s convertible preferred stock. Accordingly, all issued and outstanding common stock, options to purchase common stock and per share amounts contained in the consolidated financial statements have been retroactively adjusted to give effect to the reverse stock split for all periods presented.

Public offerings of common stock

On October 6, 2020, the Company completed its IPO at which time the Company issued 11,040,000 shares of its common stock at a price to the public of $19.00 per share, which number includes 1,440,000 shares of common stock that were issued to the underwriters for the IPO when they exercised in full their overallotment option. Upon the closing of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock automatically converted into 30,355,379 shares of common stock.

In June 2021, the Company completed a follow-on public offering, at which time the Company issued 4,887,500 shares of its common stock, including 637,500 shares of common stock that were issued to the underwriters when they exercised in full their overallotment option. Net proceeds from the follow-on public offering, including the exercise in full of the underwriters’ option to purchase additional shares, were $169.5 million, after deducting underwriting discounts and commissions, and expenses.

Perceptive warrant – related party

As described in Note 9, Long-term debt and warrant – related party, Perceptive held a warrant to purchase up to 338,784 shares of the Company’s common stock at an exercise price of $8.86 per share. In May 2021, Perceptive exercised its warrant using the net exercise method provided by the Credit Agreement. Under the net exercise method, Perceptive requested that the Company withhold the number of shares equivalent to the aggregate exercise price, or $3.0 million. As a result of the net exercise in May 2021, the Company issued Perceptive 256,038 shares of the its common stock.

Preferred stock

In June and July 2020, the Company closed a $150.0 million Series B Financing with existing and new investors. As part of the Series B Financing, the Company issued 142,857,142 shares of its Series B preferred stock at a purchase price of $1.05 per share, for aggregate gross proceeds of $150.0 million. Of the amounts above, 138,571,428 shares were issued for gross proceeds of $145.5 million, less related offering costs of $4.5 million in June 2020, and 4,285,714 shares were issued for proceeds of $4.5 million in July 2020.

Upon the completion of the Company’s IPO on October 6, 2020, all outstanding shares of the Company’s preferred stock were converted into 30,355,379 shares of common stock with every 8.4335 shares of preferred stock converting into one share of common stock. As a result, as of December 31, 2021, and 2020, no shares of preferred stock were outstanding.

At-The-Market Equity Program

In November 2021, the Company filed an automatically effective registration statement on Form S-3, or the Registration Statement, with the SEC that registers the offering, issuance and sale of an unspecified amount of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. Simultaneously, the Company entered into an equity distribution agreement with Cowen and Company, LLC, as sales agent, to provide for the issuance and sale by the Company of up to $200.0 million of common stock from time to time in “at-the-market” offerings under the Registration Statement and related prospectus filed with the Registration Statement, or the ATM Program. As of December 31, 2021, no sales have been made under the ATM Program.