CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In addition to the executive officer and director compensation arrangements discussed above under “Executive Compensation” and “Proposal One: Election of Directors-Director Compensation,” respectively, since January 1, 2021, the following are the only transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds the lesser of (i) $120,000 or (ii) 1% of the Company’s average total assets at year end for the last two completed fiscal years and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest.
Initial Public Offering
On July 22, 2021, Dr. Wong, our Founder and Chief Executive Officer and a member of our board of directors purchased 627,500 shares of our common stock at the initial public offering price of $8.00 per share for an aggregate purchase price of $5,020,000 in connection with our initial public offering.
On July 22, 2021, Ms. Byam, our Chief Financial Officer purchased 25,000 shares of our common stock at the initial public offering price of $8.00 per share for an aggregate purchase price of $200,000 in connection with our initial public offering.
On July 22, 2021, Dr. Rhode, our Chief Scientific Officer and Vice President of Clinical Operations purchased 12,500 shares of our common stock at the initial public offering price of $8.00 per share for an aggregate purchase price of $100,000 in connection with our initial public offering.
On July 22, 2021, an entity affiliated with Mr. Garrett, Chairman of our board of directors, purchased 125,000 shares of our common stock at the initial offering price of $8.00 per share for an aggregate purchase price of $1,000,000 in our initial public offering on the same terms as the other purchasers in the initial public offering.
Investors’ Rights, Voting, and Right of First Refusal Agreements
In connection with our preferred stock financings, we entered into investors’ rights, voting, and right of first refusal and co-sale agreements containing voting rights, and rights of first refusal, among other things, with certain holders of our preferred stock and certain holders of our common stock. The parties to these agreements include entities affiliated with our former directors, Ms. Chiu, Mr. Middleton and Dr. Sun, each of which owned more than 5% of our outstanding capital stock, and with Dr. Wong, our Founder and Chief Executive Officer. These stockholder agreements terminated upon the closing of our initial public offering.
Stock Option Grants to Executive Officers
We have granted stock options to our named executive officers as more fully described in the section entitled “Executive Compensation.”
We have entered into indemnification agreements with each of our directors and officers. The indemnification agreements and our amended and restated certificate of incorporation and amended and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.
Review, Approval or Ratification of Transactions with Related Parties
Our written related party transactions policy states that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock and any members of the immediate family of and any entity affiliated with any of the foregoing persons are not permitted to enter into a material related party transaction with us without the review and approval of our audit committee. The policy provides that any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of our common stock or with any of their immediate family members or affiliates in which the amount involved exceeds $120,000 must be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee considers the relevant facts and circumstances available and deemed relevant to the committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.