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Form S-1 Interactive Drafting Guide

Use of Proceeds

Section summary: This section is governed by Item 504 of Regulation S-K and requires companies to state the principal purposes for which the net proceeds from the offering are intended to be used and the approximate amount intended to be used for each such purpose. If the proceeds from the offering will not be sufficient to accomplish a stated objective, the issuer should clearly disclose how much progress toward completion of that objective will be made with the offering proceeds and, if known, the quantum of additional funds that will be required to accomplish the stated objective. Where the registrant has no current specific plan for the proceeds (as is the case here), the registrant shall so state and discuss the principal reasons for the offering. Where funds are being used to repay indebtedness or finance acquisitions, additional specific disclosures are required.

USE OF PROCEEDS

We estimate that net proceeds from the sale of our Class A common stock that we are offering will be approximately $        million (or approximately $        million if the underwriters exercise their option to purchase additional shares of our Class A common stock in full), based on the assumed initial public offering price of $         per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the net proceeds to us from this offering by approximately $        million, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered by us would increase (decrease) the net proceeds to us from this offering by approximately $         million, based on the assumed initial public offering price of $         per share remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility and create a public market for our Class A common stock. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. However, we currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. We may also use a portion of the net proceeds to acquire or make investments in businesses, products, offerings and technologies, although we do not have agreements or commitments for any material acquisitions or investments at this time.

Our management will have broad discretion in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short- and intermediate-term investments, interest-bearing investments, investment-grade securities, government securities and money market funds.Jump to Cooley Color

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Notes

No notes available.

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Use of proceeds – tech versus life sciences

Technology companies such as Lazy Susan typically have less detail in this section about the specific uses of proceeds within the ordinary course of business operations, but may need to call out specific allocated funds for debt repayment, settlement of RSUs and associated taxes, or capital expenditures being funded by the IPO proceeds. However, with life sciences companies, many of which have little or no revenue or other sources of funding, the SEC expects more detailed disclosure about what the IPO proceeds will be used for, particularly in the sense that such company may have a number of clinical programs that require significant cash expenditures and may be allocated proceeds based on strategic priority or timing. The sensitivity disclosure operates to ensure a complete disclosure package in the event of an upsize or downsize at pricing, but is not always sufficient, particularly for life sciences companies, where additional disclosure may be needed at pricing to supplement very specific uses of proceeds depending on changes in offering amount (typically, in the event of a downsize).

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