Vera Therapeutics, Inc S-1/A, filed May 12, 2021

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Vera Therapeutics, Inc. (VERA)

S-1/A 2021-05-12

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Added on October 24, 2026

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TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED⁽¹⁾	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE PER SHARE ⁽²⁾	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE⁽²⁾	AMOUNT OF REGISTRATION FEE ⁽²⁾⁽³⁾
Class A Common stock, par value $0.001 per share	5,002,500	$16.00	$80,040,000	$8,733


	PER SHARE	TOTAL
Initial public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to Vera Therapeutics, Inc., before expenses	$	$


	PAGE
PROSPECTUS SUMMARY		1

RISK FACTORS		14

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		73

MARKET, INDUSTRY AND OTHER DATA		75

USE OF PROCEEDS		76

DIVIDEND POLICY		77

CAPITALIZATION		78

DILUTION		80

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		82

BUSINESS		93

MANAGEMENT		139

EXECUTIVE COMPENSATION		148

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		161

PRINCIPAL STOCKHOLDERS		165

DESCRIPTION OF CAPITAL STOCK		169

SHARES ELIGIBLE FOR FUTURE SALE		173

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		176

UNDERWRITING		180

LEGAL MATTERS		188

EXPERTS		188

WHERE YOU CAN FIND ADDITIONAL INFORMATION		188

INDEX TO FINANCIAL STATEMENTS		F-1


	Year Ended
	December 31,
	2019			2020
	(in thousands, except share and per share data)
Operating expenses:
Research and development	$	7,290		$	45,206
General and administrative		4,410			4,039
Restructuring costs		261			2,996

Total operating expenses		11,961			52,241

Loss from operations		(11,961	)		(52,241	)

Other income (expense):
Interest income		159			8
Interest expense		(51	)		(166	)
Gain on the issuance of convertible notes		—			63
Change in fair value of convertible notes		—			(1,076	)

Total other income(expense), net		108			(1,171	)

Loss before provision for income taxes		(11,853	)		(53,412	)

Provision for income taxes		(1	)		(1	)

Net loss and comprehensive loss⁽¹⁾		(11,854	)		(53,413	)

Net loss per common share, basic and diluted⁽¹⁾	$	(40.14	)	$	(166.93	)

Weighted-average shares used to compute net loss per common share, basic and diluted⁽¹⁾		295,328			319,963

Pro forma net loss per common share, basic and diluted (unaudited)⁽²⁾				$	(13.10	)

Weighted-average shares used to compute pro forma net loss per common share, basic and diluted (unaudited)⁽²⁾					4,076,345


	AS OF DECEMBER 31, 2020
(In thousands)	ACTUAL			PRO FORMA⁽¹⁾			PRO FORMA AS ADJUSTED⁽²⁾⁽³⁾
Balance Sheet Data:
Cash and cash equivalents	$	53,654		$	53,654		$	111,248
Working capital⁽⁴⁾		51,855			51,855			109,449
Total assets		54,554			54,554			112,148
Total liabilities		4,326			4,326			4,326
Redeemable convertible preferred stock		139,576			—			—
Accumulated deficit		(91,447	)		(91,447	)		(91,447	)
Total stockholders’ equity (deficit)	$	(89,348	)	$	50,228		$	107,822


	AS OF DECEMBER 31, 2020
(In thousands, except share and per share amounts)	ACTUAL			PRO FORMA			PRO FORMA AS ADJUSTED
Cash and cash equivalents	$	53,654		$	53,654		$	111,248
Redeemable convertible preferred stock, $0.001 par value; 182,772,372 shares authorized, issued and outstanding as of December 31, 2020		139,576			—			—
Stockholders’ deficit (equity)
Class A Common stock, $0.001 par value; 273,986,920 shares authorized and 355,296 shares issued and outstanding as of December 31, 2020		—			2			2
Class B Common stock, $0.001 par value; 21,593,607 shares authorized and no shares issued and outstanding as of December 31, 2020		—			—			—
Additional paid-in capital		2,099			141,673			199,267
Accumulated deficit		(91,447	)		(91,447	)		(91,447	)
Total stockholders’ equity (deficit)		(89,348	)		50,228			107,822

Total capitalization	$	50,228		$	50,228		$	107,822


Assumed initial public offering price per share				$	15.00
Historical net tangible book deficit per share as of December 31, 2020	$	(251.47	)

Pro forma increase in historical net tangible book value per share attributable to the pro forma transactions described in the preceding paragraphs		254.58

Pro forma net tangible book value per share as of December 31, 2020	$	3.11

Increase in pro forma as adjusted net tangible book value per share attributable to investors purchasing shares in this offering	$	2.15

Pro forma as adjusted net tangible book value per share after this offering				$	5.26

Dilution in pro forma as adjusted net tangible book value per share to investors purchasing shares in this offering				$	9.74


	YEAR ENDED DECEMBER 31,						CHANGE
(dollars in thousands)	2019			2020			AMOUNT			%
Operating expenses:
Research and development	$	7,290		$	45,206		$	37,916			520	%
General and administrative		4,410			4,039			(371	)		(8)	%
Restructuring costs		261			2,996			2,735			1,048

Total operating expenses		11,961			52,241			40,280			337	%
Loss from operations		(11,961	)		(52,241	)		(40,280	)		337	%
Other income (expense):
Interest income		159			8			(151	)		(95)	%
Interest expense		(51	)		(166	)		(115	)		225	%
Gain on issuance of convertible notes		—			63			63				*
Change in fair value of convertible notes		—			(1,076	)		(1,076	)			*

Total other income (expense)		108			(1,171	)		(1,279	)		(1,184)	%
Loss before provision for income taxes		(11,853	)		(53,412	)		(41,559	)		351	%
Provision for income taxes		(1	)		(1	)		0			0	%

Net loss and comprehensive loss	$	(11,854	)	$	(53,413	)	$	(41,559	)		351	%


	PAYMENTS DUE BY PERIOD
(In thousands)	TOTAL		LESS THAN 1 YEAR		1-3 YEARS		3-5 YEARS		MORE THAN 5 YEARS
Operating leases	$	11,780	$	2,838	$	4,646	$	4,296	$	—


		B cells, which mature into plasma cells, are abnormally primed in the Peyer’s patch region of the ileum of the intestines, potentially due to a combination of genetic predisposition and environmental, bacterial or dietary factors. BLyS promotes B cell maturation and survival, increasing the number of disease causing B cells.

		APRIL, a factor important for plasma cell survival, becomes upregulated, resulting in increased numbers of disease-causing plasma cells.

		APRIL increases the number of plasma cells and increases antibody class switching, which is a mechanism that changes cells production from one immunoglobulin to another, causing an increase in the production of immunogenic Gd-IgA1. (See “Hit 1” in Figure 2 below.)

		The Gd-IgA1 antibodies are immunogenic when found in the systemic circulation, which triggers autoantibodies, or antibodies created by the body in response to a constituent of its own tissue. (See “Hit 2” in Figure 2 below.)

		Autoantibodies against Gd-IgA lead to the formation of pathogenic immune complexes, or clusters of antibodies. (See “Hit 3” in Figure 2 below.)



		Pathogenic immune complexes are deposited and become trapped in the kidney’s glomeruli and initiate an inflammatory response that damages the membranes, resulting in protein and blood leaking into the urine. (See “Hit 4” in Figure 2 below.)

		As the glomeruli are destroyed, the kidney’s ability to remove waste products from the blood is reduced, which can result in potentially life-threatening complications that lead to the need for dialysis or kidney transplant in many patients.


		Atacicept blocks BLyS, a factor important for B cell survival and maturation, resulting in reduced numbers of disease-causing B cells.

		Atacicept blocks APRIL, a factor important for Plasma cell survival, resulting in reduced numbers of disease-causing plasma cells.

		Reductions in plasma cells and in antibody class switching to IgA reduces production of immunogenic Gd-IgA.

		Reductions in B cells, plasma cells, and Gd-IgA1 work together to cause a reduction in production of autoantibodies to Gd-IgA1.

		Therefore, formation of pathogenic immune complexes is greatly reduced.

		This in turn, reduces immune complex deposition in glomeruli and reduces complement activation.

		Ultimately, progressive renal injury is reduced, which we believe will significantly lower the morbidity and mortality associated with IgAN.


NAME	AGE	POSITION
Executive Officers:
Marshall Fordyce, M.D.	47	President, Chief Executive Officer and Director
Celia Lin, M.D.	46	Chief Medical Officer
Joanne Curley, Ph.D.	52	Chief Development Officer
Jonathan Wolter	70	Chief Financial Officer

Other Key Employees
Lauren Frenz	36	Chief Business Officer
Tom Doan	49	Senior Vice President, Development Operations
Joseph Young	49	Senior Vice President, Finance and Chief Accounting Officer
Tad Thomas, Ph.D.	61	Senior Vice President and Head of Product Development and Manufacturing

Non-Employee Directors:
Kurt von Emster, C.F.A.⁽²⁾ ⁽³⁾	53	Chairperson of the Board of Directors
Andrew Cheng, M.D., Ph.D.⁽¹⁾⁽²⁾	54	Director
Beth Seidenberg, M.D.⁽³⁾	64	Director
Maha Katabi, Ph.D., C.F.A. ⁽¹⁾⁽²⁾	47	Director
Patrick Enright⁽¹⁾	59	Director
Scott Morrison⁽³⁾	63	Director


NAME	FEES EARNED OR PAID IN CASH ($)		OPTION AWARDS ($)⁽¹⁾⁽²⁾		TOTAL ($)
Beth Seidenberg, M.D.		—		172,880		172,880
Andrew Cheng, M.D., Ph.D.		—		137,978		137,978
Scott Morrison		—		157,530		157,530
Brian Kotzin, M.D.⁽³⁾		—		92,103		92,103
Kurt von Emster		—		—		—
Maha Katabi, Ph.D.		—		—		—
Patrick Enright		—		—		—
Joseph Walton⁽⁴⁾		—		—		—
Krishna Yeshwant, M.D.⁽⁵⁾		—		—		—


Jefferies		Cowen		Evercore ISI


NAME AND PRINCIPAL POSITION	FISCAL YEAR		SALARY ($)			STOCK AWARDS ($)⁽¹⁾		OPTION AWARDS ($)⁽²⁾		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)⁽³⁾		ALL OTHER COMPENSATION ($)			TOTAL ($)
Marshall Fordyce, M.D. Chief Executive Officer		2020		360,000			316,323		2,441,982		108,000		—			3,226,305
Joanne Curley, Ph.D. Chief Development Officer⁽⁴⁾		2020		286,458			—		318,212		105,000		—			709,670
Jonathan Wolter Chief Financial Officer ⁽⁵⁾		2020		205,300	⁽⁶⁾		—		—		—		—			205,300
Allen Ebens, Ph.D. Former Chief Scientific Officer⁽⁷⁾		2020		263,691			—		—		—		133,333	⁽⁸⁾		397,025


NAME	2020 BASE SALARY
Marshall Fordyce, M.D. ⁽¹⁾	$	400,000
Joanne Curley, Ph.D. ⁽²⁾	$	350,000
Allen Ebens, Ph.D. ⁽³⁾	$	320,000


	OPTION AWARDS⁽¹⁾
NAME	GRANT DATE			NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#)		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#)		OPTION EXERCISE PRICE PER SHARE ($)⁽²⁾		OPTION EXPIRATION DATE
Marshall Fordyce, M.D.		01-16-2020	⁽³⁾		—		9,277		2.32		01-15-2030
		12-16-2020	⁽⁴⁾		—		1,107,212		2.90		12-15-2030
		12-16-2020	⁽⁵⁾		34,521		—		2.90		12-15-2030
Joanne Curley, Ph.D.		04-01-2020	⁽⁶⁾		—		25,891		6.37		03-31-2030
		12-16-2020	⁽⁷⁾		—		66,022		2.90		12-15-2030
		12-16-2020	⁽⁸⁾		23,733		—		2.90		12-15-2030


PARTICIPANTS⁽¹⁾	PRINCIPAL AMOUNT AND INTEREST OF 2020 NOTES
KPCB Holdings, Inc.⁽²⁾	$	3,073,314.91
GV 2019, L.P.⁽³⁾	$	2,048,876.44
Andrew K. Cheng, as Trustee of the Andrew Cheng 2010 Trust UA 10-26-2010⁽⁴⁾	$	101,928.43
James W. Fordyce, as Trustee of the James W. Fordyce 2005 Revocable Trust⁽⁵⁾	$	102,081.84
Walton, Mitchell & Co., Inc.⁽⁶⁾	$	102,060.21
BNY Mellon N.A., as Trustee of the Trust U/D/T William L. Mellon DTD 6/29/35 for James M. Walton⁽⁷⁾	$	10,182.74


PARTICIPANTS⁽¹⁾	SHARES OF SERIES C PREFERRED STOCK PURCHASED FOR CASH (#)		AGGREGATE CASH PURCHASE PRICE		SHARES OF SERIES C PREFERRED STOCK ISSUED UPON CONVERSION OF 2020 NOTES (#)
Abingworth Bioventures 8 LP⁽²⁾		25,346,400	$	14,999,999.52		—
Entities affiliated with Fidelity⁽³⁾		25,346,400	$	14,999,999.52		—
Longitude Venture Partners IV, L.P.⁽⁴⁾		25,346,400	$	14,999,999.52		—
Sofinnova Venture Partners X, L.P.⁽⁵⁾		25,346,400	$	14,999,999.52		—
Ares Trading S.A.⁽⁶⁾		22,171,553	$	0⁽¹⁴⁾		—
Citadel Multi-Strategy Equities Master Fund Ltd.⁽⁷⁾		16,897,600	$	9,999,999.68		—
GV 2019, L.P.⁽⁸⁾		3,379,520	$	1,999,999.94		4,073,313
KPCB Holdings, Inc., as nominee⁽⁹⁾		3,379,520	$	1,999,999.94		6,109,970
Andrew K. Cheng, as Trustee of the Andrew Cheng 2010 Trust UA 10-26-2010⁽¹⁰⁾		—		—		202,641
James W. Fordyce, as Trustee of the James W. Fordyce 2005 Revocable Trust⁽¹¹⁾		253,464	$	150,000		202,946
Walton, Mitchell & Co., Inc.⁽¹²⁾		84,488	$	50,000		202,903
BNY Mellon N.A., as Trustee of the Trust U/D/T William L. Mellon DTD 6/29/35 for James M. Walton⁽¹³⁾		—		—		20,244


NAME OF BENEFICIAL OWNER	NUMBER OF SHARES BENEFICIALLY OWNED BEFORE THE OFFERING				PERCENTAGE OF SHARES BENEFICIALLY OWNED BEFORE THE OFFERING					PERCENTAGE OF SHARES BENEFICIALLY OWNED AFTER THE OFFERING
NAME OF BENEFICIAL OWNER	CLASS A COMMON STOCK		CLASS B COMMON STOCK		CLASS A COMMON STOCK			CLASS B COMMON STOCK		CLASS A COMMON STOCK			CLASS B COMMON STOCK
*5% Stockholders*:
Abingworth Bioventures 8 LP⁽¹⁾		2,187,504		—		13.5	%		—		10.6	%		—
Entities affiliated with Fidelity⁽²⁾		2,187,502		—		13.5	%		—		10.6	%		—
Longitude Venture Partners IV, L.P.⁽³⁾		2,187,504		—		13.5	%		—		10.6	%		—
Sofinnova Venture Partners X, L.P.⁽⁴⁾		2,187,504				13.5	%		—		10.6	%		—
Ares Trading S.A.⁽⁵⁾		1,913,501		—		11.8	%		—		9.3	%		—
Citadel Multi-Strategy Equities Master Fund Ltd.⁽⁶⁾		1,458,336		—		9.0	%		—		7.1	%		—
KPCB Holdings, Inc., as nominee⁽⁷⁾		1,343,152		—		8.3	%		—		6.5	%		—
Entities affiliated with GV⁽⁸⁾		944,791		—		5.8	%		—		4.6	%		—
Directors and Named Executive Officers:
Marshall Fordyce, M.D.⁽⁹⁾		137,916		—		*			—		*			—
Jonathan Wolter		—		—		—			—		—			—
Joanne Curley, Ph.D.⁽¹⁰⁾		31,284		—		*			—		*			—
Allen Ebens, Ph.D.⁽¹¹⁾		25,820		—		*			—		*			—
Kurt von Emster, C.F.A.⁽¹⁾		2,187,504		—		13.5	%		—		10.6	%		—
Andrew Cheng, M.D., Ph.D.⁽¹²⁾		31,295		—		*			—		*			—
Beth Seidenberg, M.D.^(7)(13)		1,352,741		—		8.3	%		—		6.6	%		—
Maha Katabi, Ph.D.⁽⁴⁾		2,187,504		—		13.5	%		—		10.6	%		—
Patrick Enright⁽³⁾		2,187,504		—		13.5	%		—		10.6	%		—
Scott Morrison⁽¹⁴⁾		9,589		—		*			—		*			—
All directors and executive officers as a group (10 persons)⁽¹⁵⁾		8,125,337		—		49.9	%		—		39.4	%		—


UNDERWRITER	NUMBER OF SHARES
Jefferies LLC
Cowen and Company, LLC
Evercore Group L.L.C.

Total		4,350,000


	PAGE
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets		F-3
Statements of Operations and Comprehensive Loss		F-4
Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7


	REDEEMABLE CONVERTIBLE PREFERRED STOCK				COMMON STOCK				ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL STOCKHOLDERS’ DEFICIT
	SHARES		AMOUNT		SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL STOCKHOLDERS’ DEFICIT
Balance as of December 31, 2018		14,015,773	$	40,095		312,082	$	—	$	1,172	$	(26,180	)	$	(25,008	)
Issuance of Class A common stock upon exercise of options		—		—		9,925		—		51		—			51
Stock-based compensation		—		—		—		—		263		—			263
Net loss		—		—		—		—		—		(11,854	)		(11,854	)

Balance as of December 31, 2019		14,015,773		40,095		322,007		—		1,486		(38,034	)		(36,548	)
Issuance of Class A common stock upon exercise of options		—		—		33,289		—		282		—			282
Issuance of Series C redeemable convertible preferred stock, net of issuance costs of $389		135,180,800		79,611		—		—		—		—			—
Issuance of Series C redeemable convertible preferred stock upon extinguishment of convertible notes		11,404,246		6,749		—		—		—		—			—
Issuance of Series C redeemable convertible preferred stock for license		22,171,553		13,121		—		—		—		—			—
Stock-based compensation		—		—		—		—		331		—			331
Net loss		—		—		—		—		—		(53,413	)		(53,413	)

Balance as of December 31, 2020		182,772,372	$	139,576		355,296	$	—	$	2,099	$	(91,447	)	$	(89,348	)


	YEAR ENDED DECEMBER 31,
	2019			2020
Cash flows from operating activities
Net loss	$	(11,854	)	$	(53,413	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		509			251
Impairment loss on property and equipment and intangible assets		10			1,185
Loss on disposal of property and equipment		94			—
Stock-based compensation		263			331
Issuance of Series C redeemable convertible preferred stock for license		—			13,121
Restructuring costs, net of cash paid		173			2,423
Non-cash interest expense on convertible notes		—			134
Issuance costs for convertible notes		—			23
Gain on issuance of convertible notes					(63	)
Change in fair value of convertible notes		—			1,076
Changes in operating assets and liabilities:
Prepaid expense and other current assets		320			(135	)
Other assets		(19	)		59
Grants receivable		159			—
Accounts payable		(291	)		567
Accrued and other current liabilities		60			110
Other liabilities		287			(478	)

Net cash used in operating activities		(10,289	)		(34,809	)

Cash flows from investing activities
Purchase of property and equipment		(125	)		(99	)
Proceeds from the sale of property and equipment		—			57

Net cash used in investing activities		(125	)		(42	)

Cash flows from financing activities
Proceeds from exercise of stock options		51			230
Proceeds from issuance of Series C redeemable convertible preferred stock		—			80,000
Payment of issuance costs related to issuance of redeemable convertible preferred stock		—			(389	)
Proceeds from issuance of convertible notes		—			5,602
Payment of issuance costs related to convertible notes		—			(23	)
Payment on capital lease obligations		(188	)		(130	)

Net cash (used in) provided by financing activities		(137	)		85,290

Net (decrease) increase in cash and cash equivalents and restricted cash		(10,551	)		50,439
Cash, cash equivalents and restricted cash, beginning of year		14,109			3,558

Cash, cash equivalents and restricted cash, end of year	$	3,558		$	53,997

Reconciliation of cash and cash equivalents and restricted cash to the balance sheets
Cash and cash equivalents	$	3,195		$	53,654
Restricted cash		363			343

Total cash and cash equivalents and restricted cash	$	3,558		$	53,997

Supplemental disclosure of cash flow information
Cash paid for interest	$	51		$	32
Purchases of property and equipment through capital leases		18			—
Issuance of Series C redeemable convertible preferred stock for license		—			13,121
Issuance of Series C redeemable convertible preferred stock upon extinguishment of convertible notes		—			5,736
Receivables on exercise of stock options		—			52


Equipment under capital lease	$	929
Laboratory equipment		734
Leasehold improvements		421
Furniture and fixtures		269
Office equipment		61

Total property and equipment		2,414
Accumulated depreciation and amortization		(1,020	)

Total property and equipment, net	$	1,394


Issuance of convertible notes	$	5,539
Change in fair value of convertible notes		1,210
Conversion into Series C redeemable convertible preferred stock		(6,749	)

Balance as of December 31, 2020	$	—


	ISSUE PRICE		SHARES AUTHORIZED		SHARES ISSUED AND OUTSTANDING		CARRYING VALUE		AGGREGATE LIQUIDATION PREFERENCE
Series Seed	$	1.01		1,010,456		1,010,456	$	1,789	$	1,020
Series Seed-1		1.92		1,787,640		1,787,640		3,718		3,430
Series A		2.15		6,120,111		6,120,111		12,851		13,136
Series B		4.29		5,097,566		5,097,566		21,737		21,882
Series C		0.59		168,756,599		168,756,599		99,481		99,870

Total				182,772,372		182,772,372	$	139,576	$	139,338


	NUMBER OF OPTIONS			WEIGHTED- AVERAGE EXERCISE PRICE PER SHARE		WEIGHTED- AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)		AGGREGATE INTRINSIC VALUE (000S)
Balance—December 31, 2019		158,599		$	7.88		8.19	$	10
Granted		1,865,091			2.98
Exercised		(33,291	)		8.45
Cancelled and forfeited		(134,892	)		6.75

Balance—December 31, 2020		1,855,507		$	2.99		9.79	$	8

Options exercisable – December 31, 2020		146,830		$	3.84		8.17	$	1

Unvested and expected to vest – December 31, 2020		1,818,708		$	2.96		9.92	$	—


	NUMBER OF SHARES
Unvested as of December 31, 2019		10,340
Granted		49,636
Vested		(18,613	)

Unvested as of December 31, 2020		41,363


Year ending December 31,	OPERATING LEASES ⁽¹⁾		SUBLEASE INCOME
2021	$	2,838	$	(1,746	)
2022		2,295		(1,804	)
2023		2,351		(1,864	)
2024		2,221		(1,926	)
2025		2,075		(1,483	)

Total payments	$	11,780	$	(8,823	)


	LEASE-RELATED EXIT COSTS			EMPLOYEE TERMINATION			TOTAL
Restructuring costs	$	261		$	—		$	261
Accretion		14			—			14
Cash payments		(102	)		—			(102	)

Balance as of December 31, 2019		173			—			173
Restructuring costs		2,996			321			3,317
Accretion		24			—			24
Cash payments		(609	)		(309	)		(918	)

Balance as of December 31, 2020	$	2,584		$	12		$	2,596


SEC registration fee	$	8,733
FINRA filing fee		13,438
Nasdaq listing fee		150,000
Printing and engraving expenses		225,000
Legal fees and expenses		1,800,000
Accounting fees and expenses		885,000
Custodian transfer agent and registrar fees		5,500
Miscellaneous expenses		—

Total	$	3,087,671


EXHIBIT NUMBER		DESCRIPTION

1.1†		Form of Underwriting Agreement.

3.1†		Fourth Amended and Restated Certificate of Incorporation, as amended, as currently in effect.

3.2†		Form of Fifth Amended and Restated Certificate of Incorporation, to be in effect immediately after the closing of the offering.

3.3†		Second Amended and Restated Bylaws, as currently in effect.

3.4†		Form of Third Amended and Restated Bylaws, to be in effect upon the closing of the offering.

4.1†		Form of Class A Common Stock Certificate.

4.2†		Second Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated October 29, 2020.

5.1†		Opinion of Cooley LLP.

10.1†		Vera Therapeutics, Inc. 2017 Equity Incentive Plan.

10.2†		Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Vera Therapeutics, Inc. 2017 Equity Incentive Plan.

10.3†		Vera Therapeutics, Inc. 2021 Equity Incentive Plan.

10.4†		Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the Vera Therapeutics, Inc. 2021 Equity Incentive Plan.

10.5†		Forms of Restricted Stock Unit Grant Notice and Award Agreement under the Vera Therapeutics, Inc. 2021 Equity Incentive Plan.

10.6†		Vera Therapeutics, Inc. 2021 Employee Stock Purchase Plan.

10.7†		Vera Therapeutics, Inc. 2021 Non-Employee Director Compensation Policy.

10.8†		Form of Indemnification Agreement by and between the Registrant and its directors and executive officers.

10.9†¥		Amended and Restated Offer Letter by and between the Registrant and Marshall Fordyce, M.D., dated May 7, 2021.

10.10†¥		Amended and Restated Offer Letter by and between the Registrant and Joanne Curley, Ph.D., dated May 7, 2021.

10.11†		Confidential Consulting Agreement by and between the Registrant and FLG Partners, LLC, dated March 15, 2020.

10.12†¥		Offer Letter by and between the Registrant and Allen Ebens, Ph.D., dated July 26, 2018.

10.13†¥		Separation Agreement by and between the Registrant and Allen Ebens, Ph.D., dated September 24, 2020.

10.14†¥		Amended and Restated Offer Letter by and between the Registrant and Celia Lin, M.D., dated May 7, 2021.

10.15†*		License Agreement by and between the Registrant and Ares Trading S.A., dated as of October 29, 2020.

23.1		Consent of independent registered public accounting firm.

23.2†		Consent of Cooley LLP (included in Exhibit 5.1).

24.1†		Power of Attorney.


SIGNATURE	TITLE	DATE

/s/ Marshall Fordyce, M.D. Marshall Fordyce, M.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	May 12, 2021

/s/ Jonathan Wolter Jonathan Wolter	Chief Financial Officer (Principal Financial Officer)	May 12, 2021

/s/ Joseph Young Joseph Young	Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	May 12, 2021

* Kurt von Emster, C.F.A.	Chairperson of the Board	May 12, 2021

* Andrew Cheng, M.D., Ph.D.	Director	May 12, 2021

* Beth Seidenberg, M.D.	Director	May 12, 2021

* Maha Katabi, Ph.D.	Director	May 12, 2021

* Patrick Enright	Director	May 12, 2021

* Scott Morrison	Director	May 12, 2021