Stockholders' equity

12 Months Ended

Dec. 31, 2022

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, 2022, the Company had 37.9 million shares of common stock issued and outstanding. As of December 31, 2021, the Company had 23.6 million shares of common stock issued and 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 balance sheets, with no subsequent remeasurement as long as the underlying warrant agreements are not modified or amended.

In March 2022, the Company entered into stock purchase agreements with certain investors, pursuant to which the Company agreed to sell and issue, in a private placement, an aggregate of 13,934,427 shares of the Company’s common stock at a purchase price per share of $12.20. This resulted in aggregate net proceeds to the Company of $165.5 million, after deducting placement agent fees and other offering expenses payable by the Company.

In November 2022, the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”) under which it may from time to time offer and sell shares of its common stock through Cowen for aggregate gross sales proceeds of up to $150.0 million (the “ATM facility”). The Company has not sold any shares of its common stock under the ATM Facility as of the date of this Annual Report on Form 10-K.

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, 2022 and 2021, the Company had no shares of preferred stock 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,
	2022	2021
Options to purchase common stock (1)	2,562	1,490
Restricted stock units (1)	1,314	1,080
2021 Stock Option and Incentive Plan	1,621	2,125
2021 Employee Stock Purchase Plan	434	233
Pre-funded warrants to purchase common stock	758	758
	6,689	5,686

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