Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Recent Sales of Unregistered Equity Securities
From January 1, 2024 through March 31, 2024, we granted to our directors, officers, employees, consultants, and other service providers an aggregate of 948,229 shares of our common stock issuable upon the vesting and settlement of restricted stock unit awards under our 2011 Equity Incentive Plan (2011 Plan), 643,057 of which were shares of Class A common stock issuable upon the vesting and settlement of restricted stock unit awards that became effective immediately prior to our initial public offering, based upon our initial public offering price of $88.00 per share.
From January 1, 2024 through March 31, 2024, we granted to our directors, officers, employees, consultants, and other service providers options to purchase an aggregate of 184,148 shares of our common stock under the 2011 Plan at an exercise price of $31.15 per share.
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None of the foregoing transactions involved any underwriters, underwriting discounts, or commissions, or any public offering. We believe the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act of 1933, as amended (Securities Act), (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
Use of Proceeds
On April 22, 2024, we completed our initial public offering in which we registered and sold an aggregate of 2,500,000 shares of our Class A common stock for our account, and we registered an aggregate of 4,060,700 shares of our Class A common stock that certain selling stockholders (Selling Stockholders) sold for their accounts. The shares of Class A common stock sold in our initial public offering were registered under the Securities Act pursuant to our registration statement on Form S-1, as amended (File No. 333-278172) (IPO Registration Statement), which was declared effective by the U.S. Securities and Exchange Commission on April 17, 2024. Our shares of Class A common stock were sold at an initial public offering price of $88.00 per share, which generated aggregate gross proceeds of $220.0 million for our account and $357.3 million for the accounts of the Selling Stockholders. Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., and BofA Securities, Inc. acted as representatives of the underwriters for the offering.
We received net proceeds from our initial public offering of approximately $197.5 million after deducting underwriting discounts and commissions of $13.2 million and offering costs of approximately $9.3 million. Larry W. Sonsini is a member of our board of directors and a member of the law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation (Wilson Sonsini), which is also outside corporate counsel to the company. For our initial public offering, the company incurred expenses for legal services rendered by Wilson Sonsini totaling $3.5 million. We believe that our arrangements with Wilson Sonsini were on terms no less favorable to us than would have been available from unrelated law firms of similar size and stature. Except as disclosed herein, no payments for such 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 initial public offering as described in the Prospectus.
Item 3. Defaults Upon Senior Securities
Not applicable.
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