Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: (a) Recent Sales of Unregistered Securities.
−Removed: (b) Use of Proceeds.
−Removed: On April 4, 2024, our Registration Statement on Form S-1 (333-278003) relating to the initial public offering of our common stock was declared effective by the SEC.
+Added: (a) Recent Sales of Unregistered Equity Securities.
+Added: On April 9, 2024, upon the closing of our IPO, all shares of outstanding convertible preferred stock automatically converted into 9,177,064 shares of Class A common stock and 6,729,172 shares of Class B common stock.
+Added: The issuance of such shares common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 3(a)(9) of the Securities Act, involving an exchange of securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
+Added: No underwriters were involved in this issuance of shares.
+Added: On April 2, 2024, we sold 8,933 shares of our Class A common stock upon the exercise of outstanding options under our 2012 Equity Incentive Plan at an exercise price per share of $1.35, for an aggregate sales price of $12,060.
+Added: The forgoing transaction involved the issuance of securities to an employee of the Company and is exempt from registration pursuant to Rule 701 promulgated under the Securities Act as a transaction pursuant to compensatory benefit plans and contracts relating to compensation as provided under Rule 701.
+Added: No underwriters were involved in this issuance of shares.
+Added: (b) Use of Proceeds from Initial Public Offering of Common Stock.
+Added: On April 4, 2024, our registration statement on Form S-1 (333-278003) relating to the initial public offering of our common stock was declared effective by the SEC (the "Registration Statement").
Pursuant to such Registration Statement, we issued and sold an aggregate of 7,423,682 shares of our common stock, which includes 548,682 shares sold pursuant to the underwriters’ partial exercise of their option to purchase additional shares, at the public offering price of $16.00 per share.
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LLC, Morgan Stanley, Stifel and RBC Capital Markets acted as joint book-running managers for the IPO.
−Removed: There has been no material change in the planned use of proceeds from the IPO from those described in the final prospectus, dated April 4, 2024, filed with the SEC on April 8, 2024, pursuant to Rule 424(b) of the Securities Act.
+Added: There has been no material change in the planned use of proceeds from the IPO from those described in the Prospectus, dated April 4, 2024, filed with the SEC on April 8, 2024, pursuant to Rule 424(b) of the Securities Act.
(c) Issuer Purchases of Equity Securities.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.