CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Certain Relationships and Transactions
Other than the compensation agreements and other arrangements described under “Executive Compensation” and “Director Compensation” in this proxy statement and the transactions described below, since January 1, 2020, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 (or, if less, 1% of the average of our total assets amounts at December 31, 2020 and 2021) and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.
Participation in the Private Placement
On June 19, 2020, we sold 12,096,442 shares of our common stock pursuant to a private placement offering of our common stock at a purchase price of $5.00 per share (the “Private Placement”). The aggregate gross proceeds from the Private Placement were approximately $60.5 million (before deducting placement agent fees and other expenses in connection with the Private Placement). Certain of our existing institutional investors, including investors affiliated with certain of our directors, purchased an aggregate of 7.1 million shares of our common stock in the Private Placement, for an aggregate gross purchase price of $35.5 million. Such purchases were made on the same terms as the shares that were sold to other investors in the Private Placement and not pursuant to any pre-existing contractual rights or obligations.
Participation in the Follow-on Public Offering
On November 2, 2021, we sold through an underwritten public offering, 35,715,000 shares of our common stock (the “Follow-On Public Offering”). On December 2, 2021, pursuant to a 30-day option of the underwriters, we sold an additional 3,271,857 shares of our common stock, for a total of 38,986,857 shares of common stock sold as part of the Follow-On Public Offering. Certain of our existing institutional investors, including OrbiMed,1 which is affiliated with certain of our directors, purchased shares in the Follow-On Public Offering. Such purchased were made on the same terms as the shares that were sold to other investors in the Follow-On Public Offering and not pursuant to any pre-existing contractual rights or obligations.
Indemnification Agreements and Directors’ and Officers’ Liability Insurance
We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses, such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.
Employment Arrangements
See “Corporate Governance – Employment Arrangements with our Named Executive Officers.”
Other Transactions
We have granted equity awards to our executive officers. For a description of these equity awards granted to such individuals, see the section titled “Executive Compensation.” We have also granted equity awards to certain members of the Board of Directors. For a description of these equity awards, see the section titled “Non-Employee Director Compensation.”
Policies and Procedures for Related-Person Transactions
Our Board of Directors has adopted a written related-person transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement