Marqeta, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities On June 16, 2021, two warrants to purchase up to an aggregate of 669,528 shares of our Class B common stock were net exercised for 668,412 shares of our Class B common stock. Additionally, the following sets forth information regarding all unregistered securities granted or sold pursuant to our Amended and Restated 2011 Equity Incentive Plan from April 1, 2021 through June 8, 2021 (the date of the filing of our registration statement on Form S-8): • We granted to our directors, employees, consultants and other service providers options to purchase an aggregate of 25,033,191 shares of our common stock with per share exercise prices ranging from $21.49 to $23.40. • We issued and sold to our directors, employees, consultants and other service providers an aggregate of 859,343 shares of our common stock at per share purchase prices ranging from $0.04 to $10.48 pursuant to exercises of options granted. • We granted to our employees, consultants and other service providers an aggregate of 3,190,913 restricted stock units to be settled in shares of our common stock. We believe these transactions were exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. 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 Marqeta, Inc. Purchase of Equity Securities The following table contains information relating to the repurchases of our common stock made by us in the three months ended June 30, 2021: Period Total Number of Shares Purchased (1) Average Price Paid per Share April 2021 — $ — May 2021 4,063 $ 0.26 June 2021 5,834 $ 0.40 Total 9,897 $ 0.34 (1) Represents shares of unvested common stock previously issued upon early exercise of unvested stock options that were repurchased by us from former employees upon their termination in accordance with the terms of their stock option agreements. We purchased the shares from the former employees at the respective original exercise prices. Use of Proceeds from Public Offering of Class A Common Stock On June 11, 2021, we closed our initial public offering of 52,272,727 shares of our Class A common stock at an offering price of $27.00 per share, including 6,818,181 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in aggregate net proceeds to us of $1.3 billion after deducting underwriting discounts and commissions of $91.6 million, and offering costs of $7.5 million. All of the shares issued and sold in our initial public offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-256154), which was declared effective by the SEC on June 8, 2021. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as representatives of the underwriters for the offering. Upon completion of the sale of the shares of our Class A common stock referenced in the preceding sentences, the initial public offering terminated. We also used $10.9 million of the net proceeds from our initial public offering to satisfy the tax withholding and remittance obligations related to the settlement of our outstanding RSUs in connection with the offering. There has been no material change in the planned use of proceeds from our initial public offering from that disclosed in the Prospectus. No payments were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities, or to our affiliates in connection with the issuance and sale of the securities registered. 82 Table of Contents Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Mine Safety Disclosures Not applicable.