Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
We have engaged in the following transactions that were not registered under the Securities Act during the three months ended September 30, 2025. Share amounts have been adjusted to give effect to a 142-for-1 forward stock split effected on September 26, 2025.
In August 2025, we sold an aggregate of 36,678 shares of our common stock with an aggregate purchase price of $500,000 issued pursuant to our 2015 Stock Purchase Plan.
The offers, sales and issuances of the securities described in this Item 15(a) were exempt from registration under the Securities Act under either Rule 701, in that the transactions were under
45
Table of Contents
compensatory benefit plans and contracts relating to compensation, or under Section 4(a)(2) of the Securities Act, in that the transactions were between an issuer and certain employees and did not involve any public offering within the meaning of Section 4(a)(2). The recipients of such securities were our employees, directors or consultants. Appropriate legends were affixed to the securities issued in these transactions.
Use of Proceeds
On October 10, 2025, we completed our initial public offering pursuant to which 43,195,120 shares of our common stock were sold, which includes the issuance and sale of 24,390,243 shares by the Company and the sale by a selling stockholder of 18,804,877 shares including the full exercise of the underwriters’ option to purchase 5,634,146 additional shares, at a price to the public of $22.00 per share. The proceeds to the Company from the IPO were approximately $505.7 million, net of underwriting discounts and commissions and estimated offering costs of approximately $30.8 million.
The net proceeds from our initial public offering along with cash on-hand were used to repay $525.0 million of our indebtedness outstanding under the Term Loan on October 17, 2025.
There has been no material change in the intended use of proceeds from our IPO as described in our Registration Statement on Form S-1 (File No. 333-290217), which became effective on September 30, 2025.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.