UiPath, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchase of Equity Securities Recent Sales of Unregistered Equity Securities Our shares of unregistered securities since January 31, 2021 were as follows: Issuances of Capital Stock • On February 1, 2021, we issued to 97 accredited investors 12,043,202 shares of Series F convertible preferred stock at a purchase price of $62.28 per share, for an aggregate purchase price of $750 million. • On March 19, 2021, we acquired all of the outstanding capital stock of Cloud Elements, Inc. and issued 542,511 shares of Class A common stock with an aggregate fair value of $30.4 million to the owners of Cloud Elements, Inc. as a part of the consideration for such acquisition. • On April 21, 2021, we issued 388,789 shares of Class A common stock upon the settlement of certain foreign-held RSUs for which the service-based vesting condition was satisfied and the performance-based vesting condition was satisfied upon completion of our IPO. The sale of securities described above was deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of the securities in this transaction represented their intention to acquire the securities for investment only and not for sale in connection with any distribution thereof, and had adequate access to information about us, through their relationships with us or otherwise. Grants and Exercises Under Equity Plans • From February 1, 2021 to April 21, 2021 (the date of the filing of our registration statement on Form S-8, File No. 33-255420), we granted stock options to purchase an aggregate of 146,549 shares of our Class A common stock at an exercise price of $0.10 per share under our 2018 Stock Plan. • From February 1, 2021 to April 21, 2021 (the date of the filing of our registration statement on Form S-8, File No. 33-255420), we granted an aggregate of 1,881,167 shares of our Class A common stock upon the exercise of options under our 2015 and 2018 Stock Plans at exercises prices ranging from $0.02 to $6.61 per share, for an aggregate purchase price of $2.4 million. • From February 1, 2021 to April 21, 2021 (the date of the filing of our registration statement on Form S-8, File No. 33-255420), we granted an aggregate of 2,818,017 restricted stock units to be settled in shares of our Class A common stock under our 2018 Stock Plan. The issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act or Rule 701 promulgated thereunder as transactions under benefit plans and contracts relating to compensation. The shares of Class A common stock issued upon the exercise of options are deemed to be restricted securities for purposes of the Securities Act. Use of Proceeds from Initial Public Offering of Class A Common Stock In April 2021, we completed our IPO, in which we issued and sold 13.0 million shares of our Class A common stock, including 3.6 million shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares, and the selling stockholders sold an additional 14.5 million shares, at a public offering price of $56.00 per share, resulting in gross proceeds to us of $728.0 million. We did not receive any proceeds from the sale of shares by the selling stockholders. All of the shares issued and sold in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-254738), which was declared effective by the SEC on April 20, 2021. Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Wells Fargo Securities, LLC, SMBC Nikko Securities America, Inc., BMO Capital Markets Corp., Mizuho Securities USA LLC, KeyBanc Capital Markets Inc., TD Securities (USA) LLC, Truist Securities, Inc., Cowen and Company, LLC, Evercore Group L.L.C., Macquarie Capital (USA) Inc., Nomura Securities International, Inc., RBC Capital Markets, LLC, Canaccord Genuity LLC, D. A. Davidson & Co., Oppenheimer & Co. Inc., and Needham & Company, LLC acted as underwriters for the offering. Upon completion of the sale of the shares of our Class A common stock referenced in the preceding sentences, the IPO terminated. 76 We received net proceeds of $687.9 million after deducting underwriting discounts and commissions of $35.6 million and offering expenses of approximately $4.5 million. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10% or more of any class of our equity securities or to any other affiliates. There has been no material change in the planned use of proceeds from our IPO from those disclosed in the Final Prospectus. As of April 30, 2021, $1.3 million of expenses incurred in connection with our IPO had not yet been paid. Issuer Purchase of Equity Securities The following table presents our repurchases of Class A common stock during the three months ended April 30, 2021: Period Total Number of Shares Purchased (1) Average Price Paid Per Share February 1 – 28 — — March 1 – 31 — — April 1 – 30 164,141 $ 56.00 Total 164,141 $ 56.00 (1) Represents the number of shares withheld to satisfy employee tax obligations associated with vesting of equity awards Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable.