Related Person Transactions
In addition to the compensation arrangements with directors and executive officers described elsewhere in this proxy statement, since January 1, 2019, we
have engaged in the following transactions in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and any of
our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, or any person who was in any of those categories at the time of such transaction, had a direct or indirect material interest. We believe that
all of these transactions were on terms comparable to terms that could have been obtained from unrelated third parties.
Financing Transactions
In December 2020, we completed a private placement of 10,312,500 shares of our common stock and, in lieu of common stock, pre-funded warrants to purchase an aggregate of 1,000,000 shares of common stock, and, in each case, accompanying warrants to purchase an aggregate of up to 2,828,125 additional shares of common stock (or pre-funded warrants to purchase common stock in lieu thereof) at a price of $8.00 per share and accompanying warrant (or $7.99 per pre-funded warrant and accompanying
warrant). Samsara BioCapital, L.P., a venture capital firm, purchased 625,000 shares of our common stock and accompanying warrants to purchase 156,250 shares of our common stock (or pre-funded warrants to
purchase common stock in lieu thereof) in this private placement at an aggregate purchase price of $5.0 million. Srinivas Akkaraju, M.D., Ph.D. is one of the managers of Samsara BioCapital GP, LLC, which is the general partner of Samsara
BioCapital, L.P.
In April 2019, we completed a public offering of 8,667,333 shares of our common stock and accompanying Class A warrants to purchase
1,951,844 shares of our common stock, at a combined price to the public of $7.50 per common share and accompanying warrant. Samsara BioCapital, L.P. purchased 533,332 shares of our common stock and warrants to purchase 133,333 shares of our common
stock in this public offering at an aggregate purchase price of $4.0 million.
Consulting Agreement with Dr. Young
Richard A. Young, Ph.D., earned $115,000 and $120,000 during fiscal 2020 and fiscal 2019, respectively, pursuant to the terms of a consulting agreement he
entered with our company that is unrelated to his service as a member of our board of directors.
Investors Rights Agreement
We are a party to an amended and restated investors rights agreement, dated as of October 9, 2014, with the purchasers of preferred stock prior to
our IPO, including ARCH Venture Fund VII, L.P., entities affiliated with FMR LLC, entities affiliated with Flagship Ventures, entities affiliated with Polaris Partners (of which Amir Nashat is a managing partner), Nancy A. Simonian, M.D., and
Phillip A. Sharp, Ph.D. The investors rights agreement provides these holders the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing.
Restrictions on the Hedging or Pledging of Our Securities
Our insider trading policy prohibits our employees and directors from purchasing financial instruments or otherwise engaging in transactions that hedge or
offset, or are designed to hedge or offset, any decrease in the market value of any of our securities, including:
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short sales and short sales against the box;
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purchases or sales of puts, calls or other derivative securities; and
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purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars and
exchange funds).
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