Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sale of Securities:
From July 1, 2025 through September 26, 2025 (the date of the filing of our registration statement on Form S-8, File No. 333-290556) we issued and sold to our employees and others an aggregate of 1,224,148 shares of Class A common stock in connection with the exercise of options granted under our equity incentive plans at a weighted average exercise price of $8.13 per share.
From July 1, 2025 through September 26, 2025 (the date of the filing of our registration statement on Form S-8, File No. 333-290556) we granted to our employees and others RSUs with respect to 2,138,755 shares of Class A common stock with a weighted average grant-date fair value of $46.00 per share.
On September 11, 2025, we granted to the CEO and CFO PSUs with respect to 2,051,945 and 434,782 shares of Class A common stock, respectively with a weighted average grant-date fair value of $20.23 per share.
None of the foregoing transactions involved any underwriters, underwriting discounts, or commissions, or any public offering. We believe the offers, sales, and issuance of the above securities were exempt from registration under 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.
On September 15, 2025, we exchanged a total of 3,846,183 shares of Class A common stock held by Daniel Ramot, our Chairman and CEO, and Green Spaces Grantor Retained Annuity Trust No. 1 (the “Ramot Trust”) for an equivalent number of shares of Class B common stock pursuant to the terms of an exchange agreement between us, Mr. Ramot and the Ramot Trust. No additional consideration was paid in connection with the exchange. We believe the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act pursuant to Section 3(a)(9) of the Securities Act because our securities were exchanged by us with our existing security holders exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Use of Initial Public Offering Proceeds:
On September 15, 2025, we completed our IPO in which we issued and sold 7,142,857 shares of Class A common stock, excluding 3,571,428 shares of Class A common stock sold in the IPO by certain of our existing stockholders, at a public offering price of $46.00 per share. We received net cash proceeds of $306.8 million after deducting underwriting discounts and commissions of $20.7 million and offering costs paid of approximately $1.1 million, and the selling stockholders received net cash proceeds of approximately $153.9 million, after deducting underwriting discounts and commissions of $10.3 million. All shares sold were registered pursuant to a registration statement on Form S-1 (File No. 333-289624), as amended, declared effective by the SEC on September 11, 2025. Goldman Sachs & Co. LLC acted as the representative of the underwriters for the offering.
On October 14, 2025, the underwriters of the IPO elected to exercise their over-allotment option in part to purchase an additional 1,358,236 shares of Class A common stock at the IPO Price of $43.102 per share. We received net cash proceeds of $58.5 million after deducting underwriting discounts and commissions of $3.9 million. The offering terminated before the sale of all the securities registered pursuant to the registration statement when the underwriters completed the exercise of their over-allotment option in part. None of the expenses associated with our IPO were paid, 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.
There has been no material change in the planned use of proceeds from the IPO as described in our IPO Prospectus.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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