aggregate purchase price of approximately 224.8 million yen ($2.1 million). Translations from yen to dollars are based on 107.84 yen to $1.00 exchange rate as of June 28, 2019. From
October 2018 to March 2019, Fred Shane, who is affiliated with Axil, served on our board of directors.
In connection with each such sale,
we entered into a purchase option agreement with Axil which provided that, upon the closing of our IPO, Axil has the option to convert its shares of Series A preferred stock and Series B preferred stock of Frequency Japan into 673,605 shares of our
common stock.
We also issued and sold 10,000 shares of our Series A-1 preferred stock at a
purchase price of $0.75 per share and 10,000 shares of our Series B-1 preferred stock at a purchase price of $0.920439 per share to FT-FJ Investment, LLC, or FT-FJ, an entity controlled by us. FT-FJ then granted to Axil an irrevocable proxy to vote the shares of Series A-1 and Series B-1 preferred stock held by FT-FJ. Each share of Series A-1 preferred stock had 35.0 times the voting power of one share of common
stock and each share of Series B-1 preferred stock had 32.2 times the voting power of one share of common stock.
In August 2019, we entered into an agreement with Axil, FT-FJ, and Frequency Japan, pursuant to which,
upon the closing of our IPO: (i) Axil converted its shares of preferred stock held in Frequency Japan into shares of our common stock and terminated its proxy over the shares of Series A-1 and B-1 preferred stock held by FT-FJ and (ii) FT-FJ forfeited its shares of Series A-1 and
Series B-1 preferred stock.
On February 18, 2021, we completed the liquidation and
dissolution of Frequency Japan.
Investors Rights Agreement
We entered into a second amended and restated investors rights agreement, or the Investors Rights Agreement, in July 2019 with each
holder of our preferred stock, which included certain holders of more than 5% of our common stock and certain of our directors and executive officers. The Investors Rights Agreement imposed certain affirmative obligations on us, and also
granted certain rights to the holders, including certain information rights, rights to participate in future stock issuances, and certain registration rights with respect to the registrable securities held by them as described below. Certain
provisions of the Investors Rights Agreement terminated upon the closing of our IPO.
Voting Agreement
We entered into a second amended and restated voting agreement, or the Voting Agreement, in July 2019 with each holder of our preferred stock,
which included certain holders of more than 5% of our common stock and certain of our directors and executive officers, pursuant to which the stockholders party to the Voting Agreement agreed to elect (i) one director designated by the holders
of a majority of the outstanding shares of our Series A convertible preferred stock and Series A-1 convertible preferred stock, who was Marc A. Cohen, (ii) one director designated by either Axil or
Taiwania Bioventures, who was Michael Huang, (iii) one director designated by Perceptive Life Sciences Master Fund, Ltd., or Perceptive, who did not designate a director, (iv) our chief executive officer, (v) one director designated
by the holders of a majority of the outstanding shares of our common stock, who was Robert S. Langer, Sc.D., (vi) one director who was independent from our company and any stockholder party to the Voting Agreement and designated by a majority
of the other directors, who was Timothy J. Barberich, and (vii) two directors who were designated by a majority of the other directors, who were Joel S. Marcus with the second designation vacant.
The above provision of the voting agreement terminated upon the closing of our IPO, and members previously elected to our Board of Directors
pursuant to the voting agreement continue to serve as directors until the election and qualification of his successor or his earlier death, resignation or removal.
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