Candel Therapeutics, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. In April 2016, with subsequent closings in May 2016, June 2016, August 2016 and October 2017, we issued and sold an aggregate of 4,650,032 shares of Series A preferred stock at a purchase price of $3.20 per share. Each share of our Series A preferred stock was subsequently converted into .5651 of a share of our common stock in connection with the November 2018 closing of our Series B Preferred Stock Financing. In November 2018, we issued and sold an aggregate of 11,155,406 shares of Series B preferred stock at a purchase price of $2.7696 per share. Certain investors holding convertible notes issued in 2016 and 2017 used such notes to purchase our Series B preferred stock. Each share of our Series B preferred stock automatically converted into .4069 of one share of our common stock immediately prior to the completion of the IPO. In connection with the Series B preferred stock financing we also issued to PBM ADV Holdings, LLC two warrants to purchase, in the aggregate, up to 7,344,968 shares of our common stock. Subsequently, PBM ADV Holdings, LLC transferred their warrant to purchase 567,028 shares of our common stock to GTAM1 2012 ADV LLC in December 2018. In March 2020, we issued and sold an aggregate of 6,032,170 shares of Series C preferred stock at a purchase price of $3.73 per share. Each share of our Series C preferred stock automatically converted into .4190 of one share of our common stock immediately prior to the completion of the IPO. The offer and sale of all the shares in the IPO, inclusive of the underwriters’ exercise in part of their over-allotment option, were registered under the Securities Act pursuant to a registration statement on Form S-1 (Reg. No. 333-257444), as amended, which was declared effective by the Securities and Exchange Commission, or the SEC on July 26, 2021. Jefferies LLC, Credit Suisse Securities (USA) LLC, BMO Capital Markets Corp. and UBS Securities LLC acted as joint book-running managers for the offering. The initial public offering closed with respect to 9,000,000 shares to the underwriters on August 3, 2021. On August 13, 2020, the offering closed with respect to an additional 887,994 shares purchased by the underwriters pursuant to a partial exercise of the underwriters’ option to purchase additional shares. Upon completion of the IPO, we received approximately $ 71.5 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by us of approximately $ 7. 6 million. No payments for any expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. There has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus, dated July 26, 2021, filed with the SEC pursuant to Rule 424(b) relating to our registration statement on Form S-1 on July 28, 2021. Item 3. Defaults Upon Senior Securities. None Item 4. Mine Safety Disclosures. Not Applicable