Stockholders' equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' equity

Stockholders’ equity

The Company is authorized to issue 200.0 million shares of common stock. Holders of common stock are entitled to one vote per share. Holders of common stock are entitled to receive dividends, if and when declared by the Company’s board of directors, and to share ratably in the Company’s assets legally available for distribution to the Company’s shareholders in the event of liquidation. Holders of common stock have no preemptive, subscription, redemption or conversion rights. As of December 31, 2021, the Company had 23.6 million shares of common stock issued and outstanding. As of December 31, 2020, the Company had no shares of common stock authorized, issued or outstanding.

In November 2021, the Company issued 23,368,988 shares of its common stock to bluebird bio in connection with the separation.

In November 2021, the Company issued to certain institutional investors (who previously purchased pre-funded warrants to purchase shares of bluebird bio common stock) pre-funded warrants to purchase 757,575 shares of the Company’s common stock at an exercise price of $0.0001 per share. The pre-funded warrants can be exercised at any time or times on or after November 4, 2021, until exercised in full. The warrants have been evaluated to determine the appropriate accounting and classification pursuant to ASC 480 and ASC 815. Based on the terms of the pre-funded warrants, management concluded that they should be classified within stockholders’ equity on the Company’s consolidated and combined balance sheets, with no subsequent remeasurement as long as the underlying warrant agreements are not modified or amended.

The Company is authorized to issue 10.0 million shares of preferred stock in one or more series and to fix the powers, designations, preferences and relative participating option or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and the number of shares constituting any series, without any further vote or action by the Company’s shareholders. As of December 31, 2021, the Company had no shares of preferred stock issued or outstanding. As of December 31, 2020, the Company had no shares of preferred stock authorized, issued or outstanding.

Reserved for future issuance

The Company has reserved for future issuance the following number of shares of common stock (in thousands):

	As of December 31,
	2021		2020
Options to purchase common stock (1)	$	1,490	$	—
Restricted stock units (1)	1,080		—
2021 Stock Option and Incentive Plan	2,125		—
2021 Employee Stock Purchase Plan	233		—
Pre-funded warrants to purchase common stock	758
Total	$	5,686	$	—

(1)Outstanding stock options and restricted stock units include awards outstanding to employees of bluebird bio.