longer beneficially own at least 1,329,274 shares (subject to adjustment for stock splits, combinations, recapitalizations and similar transactions) of our common stock or the consummation of our
acquisition in a change of control transaction as such terms are defined in our amended and restated certificate of incorporation, or upon mutual consent of the parties.
Private Financings
From March 2019 through August 2019, we issued and sold convertible promissory notes, or the 2019 Notes, in the aggregate principal amount of
$15.0 million to the Baker Funds. The 2019 Notes accrued interest at a rate of 6.5% per annum and were subject to installment adjustments whereby upon the issuance of each 2019 Note, the principal owed increased by 10.0% of the face value of
such 2019 Note. An additional 5.0% installment adjustment was applied based on the outstanding principal and accrued interest owed on each 2019 Note issued in March 2019, or the Initial Closing Date, on each of the 150th, 180th and 210th day after
the Initial Closing Date. In November 2019, the aggregate contractually calculated principal amount of the 2019 Notes and accrued interest totaling were converted into 6,937,252 shares of our Series D-2
convertible preferred stock.
From November 2019 to December 2019, we issued and sold shares of our Series
C-1 convertible preferred stock and our Series D-2 convertible preferred stock to the Baker Funds and certain other affiliates of the Baker Bros. The purchase price for
this financing was to be funded in three separate tranches, with a proportional number of shares subject to forfeiture should any tranche not be called or funded. The first and second tranches were funded and the timeline to call the third tranche
expired and the corresponding shares were forfeited. Taking into account such forfeitures, we issued and sold an aggregate of 11,183,572 shares of our Series C-1 convertible preferred stock and an aggregate of
10,372,452 shares of our Series D-2 convertible preferred stock, each at a purchase price of approximately $2.74 per share, to the Baker Funds and certain other affiliates of the Baker Bros., which purchase
price included the conversion of the 2019 Notes.
From June 2020 to July 2020, we issued and sold an aggregate of 3,304 shares of our
Series E-1 convertible preferred stock and an aggregate of 11,187,189 shares of our Series E-2 convertible preferred stock, each at a purchase price of $7.42 per share,
to the Baker Funds and certain other affiliates of the Baker Bros.
In November 2020, we issued and sold an aggregate of 9,958,539 shares
of our Series F-2 convertible preferred stock at a purchase price of $8.55 per share to the Baker Funds. In November 2020, we also entered into an investor rights agreement, voting agreement and right of first
refusal and co-sale agreement containing registration rights, information rights, voting rights and rights of first refusal and co-sale, among other things, with certain
of our stockholders, including the Baker Funds and certain other affiliates of the Baker Bros. The foregoing agreements were terminated upon the closing of our initial public offering in February 2021, except for the registration rights set forth in
the investor rights agreements.
In connection with the closing of our initial public offering in February 2021, all shares of our
preferred stock held by the Baker Funds and certain other affiliates of the Baker Bros. were converted on a one-for-one basis into shares of Series 1 convertible voting
preferred stock.
Amended and Restated Investor Rights Agreement
In connection with our Series F convertible preferred stock financing, in October 2020 we entered into an amended and restated investor rights
agreement, amended and restated voting agreement and amended and restated right of first refusal and co-sale agreement containing registration rights, information rights, voting rights and rights of
first refusal and co-sale, among other things, with certain of our stockholders, including the Baker Funds. The foregoing agreements were terminated upon the closing of our initial public offering,
except for the registration rights set forth in the amended and restated investor rights agreement which are described below.
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