ThredUp Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities On March 30, 2021, a warrant to purchase up to an aggregate of 26,764 was net exercised for 24,837 shares of our Class B common stock. Additionally, the following sets forth information regarding all unregistered securities granted and sold during the first quarter of 2021: • From January 1, 2021 through March 26, 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 923,291 shares of our Class B common stock with a per share exercise price of $6.54 under our Second Amended and Restated 2010 Stock Plan (“2010 Plan”). • From January 1, 2021 through March 26, 2021 (the date of the filing of our registration statement on Form S-8), we issued and sold to our employees, consultants and other service providers an aggregate of 1,458,159 shares of our Class B common stock at per share purchase prices of ranging from $0.32 to $6.54 pursuant to exercises of options granted under our 2010 Plan. 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 ThredUp Inc. Use of Proceeds On March 30, 2021, we closed our IPO, in which we sold 13,800,000 shares of our Class A common stock at an offering price of $ 14.00 per share, including 1,800,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in net proceeds to us of $ 175.5 million after deducting offering costs, underwriting discounts and commissions of $ 17.7 million . All of the shares offered, issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-253834), which was declared effective by the SEC on March 25, 2021. 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. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Barclays Capital Inc. acted as managing underwriters for the offering. There has been no material change in the planned use of proceeds from the IPO as disclosed in the Prospectus. As disclosed in the Prospectus, pending the use of proceeds from the IPO, we plan to invest the net proceeds in short-term and intermediate-term interest-bearing obligations, investment-grade investments, certificates of deposit or direct or guaranteed obligations of the U.S. government. 69 Item 6. EXHIBITS. Exhibit Number Exhibit Title Incorporation by Reference Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of the Registrant . S-1 333-253834 3.2 3/3/2021 3.2 Amended and Restated Bylaws of the Registrant . S-1 333-253834 3.4 3/3/2021 4.1 Form of Class A common stock certificate of the Registrant. S-1 333-253834 4.1 3/3/2021 4.2 Tenth Amended and Restated Investors’ Rights Agreement, dated February 16, 2021, by and among the Registrant and certain of its stockholders. S-1 333-253834 4.2 3/3/2021 10.1 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. S-1/A 333-253834 10.1 3/3/2021 10.2# 2021 Stock Option and Incentive Plan and forms of agreements thereunder. S-1/A 333-253834 10.3 3/17/2021 10.3# 2021 Employee Stock Purchase Plan. S-1/A 333-253834 10.4 3/17/2021 10.4# Senior Executive Cash Incentive Bonus Plan. S-1 333-253834 10.5 3/3/2021 10.5# Executive Severance Plan. S-1 333-253834 10.6 3/3/2021 10.6# Non-Employee Director Compensation Policy. S-1 333-253834 10.7 3/3/2021 10.7# Terms and Conditions of the Registrant’s Fiscal Year 2021 Incentive Compensation Targets. S-1 333-253834 10.8 3/3/2021 10.8# Board Member Agreement between the Registrant and Marcie Vu, dated February 11, 2021. S-1 333-253834 10.12 3/3/2021 10.9† Amended and Restated Loan and Security Agreement, dated February 3, 2021, by and between the Registrant and Western Alliance Bank. S-1/A 333-253834 10.14 3/17/2021 31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith 31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith 70 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith 101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document. Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). Filed herewith ________________ # Indicates management contract or compensatory plan, contract or agreement. † Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential. * The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing. 71 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THREDUP INC. Date: May 12, 2021 By: /s/ James Reinhart James Reinhart Chief Executive Officer (Principal Executive Officer) Date: May 12, 2021 By: /s/ Sean Sobers Sean Sobers Chief Financial Officer (Principal Financial and Accounting Officer) 72