Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
The following sets forth information regarding all unregistered equity securities sold from April 1, 2020 to June 30, 2020 (share and per share amounts give effect to the 2-for-1 stock split of our common stock and preferred stock effected on June 11, 2020):
•
From April 1, 2020 to June 11, 2020 (the date of the filing of our registration statement on Form S-8, file No. 333-239093), we granted an aggregate of 1,644,216 restricted stock units to a total of 227 employees under our 2014 Equity Incentive Plan;
•
From April 1, 2020 to June 11, 2020 (the date of the filing of our registration statement on Form S-8, file No. 333-239093), we issued an aggregate of 500 shares of common stock upon the exercise of options under our 2014 Equity Incentive Plan at an exercise price of $4.21 per share, for an aggregate exercise price of $2,105; and
•
In May 2020, we entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”), providing for the launch of an ecommerce platform where we agreed to list our used vehicle inventory for sale, pursuant to which we issued 183,870 shares of our common stock to Rocket.
84
The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering or pursuant to Rule 701 promulgated under the Securities Act of shares issued under benefit plans and contracts relating to compensat ion. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in thes e transactions. Each of the recipients of securities in these transactions was either an accredited or sophisticated person , or in the case of securities exempt from registration under Rule 701 an employee, and had adequate access, through employment, busi ness, or other relationships, to information about us.
Use of Proceeds from Public Offering of Common Stock
On June 11, 2020, we completed our IPO, in which we sold 24,437,500 shares of common stock at a price to the public of $22.00 per share, including 3,187,500 shares sold in connection with the exercise of the underwriters’ option to purchase additional shares. The offer and sale of all of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-238482), as amended, which was declared effective by the SEC on June 8, 2020. We raised proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. No payments were made by us to directors, officers, or persons owning 10 percent or more of our capital stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries. There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC on June 9, 2020 pursuant to Rule 424(b)(4). We invested the funds received in accordance with our board approved investment policy, which provides for investments in money market instruments and registered money market funds. The managing underwriters of our IPO were Goldman Sachs & Co. LLC, BofA Securities, Allen & Company LLC, and Wells Fargo Securities. Following the sale of the shares in connection with the IPO, the offering terminated.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.