Vera Therapeutics, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities Stock Option Grants For the three months ended March 31, 2021, we granted options to purchase 275,353 shares of our Class A common stock to certain of our employees and consultants with a weighted-average exercise price of $3.92 per share. The offer, sale and issuance of these options were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 in that the transactions were under a compensatory benefit plan and contracts relating to compensation as provided under Rule 701. 91 Table of Contents Issuance of Class A Common Stock upon Conversion of Redeemable Convertible Preferred Stock On May 18, 2021, upon the closing of our IPO, all shares of our then-outstanding redeemable convertible preferred stock converted into 15,464,775 shares of our Class A common stock pursuant to the May 7, 2021 Mandatory Conversion Election executed by the requisite holders of our then-outstanding redeemable convertible preferred stock. The stock was issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) or Section 4(a)(2) of the Securities Act. Use of Proceeds We commenced our IPO pursuant to the registration statement on Form S-1, as amended (File No. 333-255492) that was declared effective on May 13, 2021 and registered an aggregate of 5,002,500 shares of our Class A common stock. On May 18, 2021, we sold 4,350,000 shares of our Class A common stock at a public offering price of $11.00 per share for aggregate gross proceeds of $47.85 million. On May 20, 2021, in connection with the full exercise of the underwriters’ 30-day option to purchase additional shares, we issued and sold 652,500 additional shares of Class A common stock at a public offering price of $11.00 per share for aggregate gross proceeds of $7.2 million. Jefferies LLC, Cowen and Company, LLC and Evercore Group L.L.C. served as joint book-running managers. The net proceeds of our IPO were approximately $48.4 million, after deducting underwriting discounts and commissions of approximately $3.8 million and offering related expenses of approximately $2.8 million. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning ten percent or more of any class of our equity securities or to any other affiliates. Upon receipt, the net proceeds from our IPO were held in cash and cash equivalents. Through the date of this Quarterly Report on Form 10-Q, we have not used any of the net proceeds from our IPO. We are investing these funds in a combination of short-term, investment-grade, interest-bearing instruments. We expect to use the net proceeds from our IPO as described under “Use of Proceeds” in the Prospectus. We cannot predict with certainty all of the particular uses for the net proceeds from our IPO, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including our ability to access additional financing, the relative success and cost of our clinical trials. As a result, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from our IPO. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Mine Safety Disclosures Not applicable.