Our Relationship with UT Southwestern
In November 2019, we entered into a research, collaboration and license agreement, or the UT Southwestern Agreement, with The University of Texas Southwestern
Medical Center, or UT Southwestern, a beneficial owner of more than 5% of our capital stock. Claire Aldridge, Ph.D., a former member of our Board of Directors, was the Associate Vice President of Commercialization and Business Development at UT
Southwestern. In accordance with the terms of, and as consideration for, the UT Southwestern Agreement, we issued 2,179,000 shares of our common stock to UT Southwestern in November 2019. We do not have any future milestone or royalty obligations to
UT Southwestern under the UT Southwestern Agreement. See the section titled BusinessLicense AgreementsResearch, Collaboration and License Agreement with the University of Texas Southwestern Medical Center in our Annual Report
on Form 10-K (File No. 001-39536) filed with the SEC on March 3, 2021, for additional information.
We are also obligated to provide research and development funding pursuant to certain sponsored research agreements entered into beginning in April 2020 in
connection with the UT Southwestern Agreement. We paid an aggregate of $3.6 million to UT Southwestern under the sponsored research agreements during the year ended December 31, 2020.
In January 2021, we launched an innovation fund with UT Southwestern, pursuant to which we support UT Southwesterns gene therapy discovery activities.
We will have an exclusive option on new programs and intellectual property associated with, and arising from, the research conducted under this arrangement.
Agreements with RA Session II
Guarantee and Security
Agreement
In December 2019, Mr. Session, our President and Chief Executive Officer and a member of our Board of Directors, entered into a
guarantee and security agreement by and among Queens University at Kingston, or Queens University, our company and himself, pursuant to which Mr. Session has personally guaranteed payments due by us to Queens University in the
event that we fail to fund our obligations under a research grant agreement by and between Queens University and us.
Loan Agreement
In January 2020, Mr. Session loaned us the principal amount of approximately $1.7 million with interest accruing at a rate of 10% per annum, and we
granted Mr. Session a first priority security interest in certain of our assets as collateral for the loan. We repaid Mr. Session an aggregate of approximately $1.7 million, including interest, in payments made in March 2020 and July
2020, and Mr. Session released his security interest in the collateral.
Private Placements of Our Securities
Series A Convertible Preferred Stock Financing
In March
2020, we entered into a preferred stock purchase agreement with certain investors, including beneficial owners of greater than 5% of our capital stock and affiliates of members of our Board of Directors, pursuant to which we issued and sold to such
investors an aggregate of 6,000,000 shares of our Series A convertible preferred stock at a purchase price of $3.00 per share for aggregate gross proceeds of $18.0 million.
Under the agreement, such investors were required to purchase up to an aggregate of 4,000,000 additional shares of our Series A convertible preferred stock
upon our achievement of certain milestones. Moreover, such investors had the right, in their sole discretion, to purchase any or all of such additional shares whether or not we achieved the specified milestones. In June and July 2020, such investors
exercised in full their option to purchase these additional shares prior to our achievement of such milestones, and we issued and sold to such investors an aggregate of 4,000,000 shares of Series A convertible preferred stock at a purchase price of
$3.00 per share for aggregate gross proceeds of $12.0 million.
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