BillionToOne, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered sales of equity securities On May 6, 2026, we issued shares of our Class A common stock to Western Alliance Bank upon exercise of outstanding Class A common stock warrants, pursuant to a net exercise mechanism. 80,357 of the warrants had an exercise price of $2.80, and 41,209 of the warrants had an exercise price of $10.92. The net exercise resulted in the issuance of 113,116 shares of Class A common stock, with 8,450 shares withheld to cover the aggregate exercise price. On June 8, 2026, we issued 10,000 shares of our Class A common stock to Oguzhan Atay, our Chief Executive Officer and the Chair of our Board of Directors, in connection with the conversion at Mr. Atay’s option of an equivalent number of shares of our Class B common stock held by Mr. Atay. We believe the sales and issuances of the above securities were exempt from registration under the Securities Act of 1933, as amended pursuant to Section 3(a)(9) thereof, because our securities were exchanged by us with our existing security holders exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. Use of proceeds On November 7, 2025, we closed our IPO in which we issued and sold 5,233,765 shares of our Class A common stock, which included the exercise in full by the underwriters of their option to purchase 682,665 shares of our Class A common stock, at a price to the public of $60.00 per share. All shares sold were 43 Table of Contents registered pursuant to a registration statement on Form S-1 (File No. 333-290761), as amended, which became effective on November 5, 2025. There has been no material change in the expected use of the net proceeds from our IPO as described in the final prospectus dated as of November 5, 2025 and filed with the SEC pursuant to Rule 424(b)(4) on November 6, 2025. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None.