Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Equity Securities
From March 29, 2026 through June 27, 2026, we granted to our directors, officers, employees, consultants, and other service providers an aggregate of 10,274 shares of our common stock issuable upon the vesting and settlement of restricted stock unit awards.
From March 29, 2026 through June 27, 2026, we issued and sold to our directors, officers, employees, consultants, and other service providers an aggregate of 3,093 shares of common stock in connection with the exercise of options granted under our equity incentive plans at a weighted average exercise price of $8.04 per share.
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 (the “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 July 31, 2026, we completed our initial public offering of 14,062,500 shares of our common stock at a price to the public of $15.00 per share, which included the sale by the selling stockholders of 4,583,679 shares of our common stock. The shares of 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. 333-297039), which was declared effective by the U.S. Securities and Exchange Commission on July 29, 2026. On September 1, 2026, an additional 229,546 shares of common stock were sold by the selling stockholders pursuant to the underwriters’ partial exercise of their option to purchase additional shares. Our shares of common stock were sold at an initial public offering price of $15.00 per share, which generated aggregate gross proceeds of $142.2 million for our account and $72.2 million for the accounts of the selling stockholders. J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC acted as representatives of the underwriters for the IPO.
We received net proceeds from our initial public offering of approximately $125.7 million after deducting underwriting discounts and commissions of $10.0 million and offering costs of approximately $6.5 million. 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.
Following the initial public offering, we used $110.0 million of the net proceeds for the partial repayment of term loans under the Credit Agreement and $8.5 million to repurchase shares of common stock and outstanding stock options from certain existing stockholders and employees. The remaining proceeds will be used to pay for expenses associated with the IPO and for general corporate purposes.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
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