Generate Biomedicines, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Set forth below is information regarding securities we have issued within the past three years that were not registered under the Securities Act.

Issuances of Capital Stock

Between May 9, 2023 and January 21, 2025, we issued and sold an aggregate of 33,704,613 shares of our Series C convertible preferred stock for a purchase price of $11.85 per share, for an aggregate purchase price of approximately $399.4 million.

The offers, sales and issuances of the securities described above were deemed to be exempt under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D under the Securities Act as a transaction by an issuer not involving a public offering. 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 these transactions. Each of the recipients of securities in these transactions was an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act and had adequate access, through employment, business or other relationships, to information about us. No underwriters were involved in these transactions.

Grants and Exercises of Stock Options

Since January 1, 2023, we have granted to certain of our directors, employees and consultants options to purchase 18,563,330 shares of our common stock at a $10.09 per share weighted average exercise price under the 2019 Plan. Since January 1, 2023, 1,761,469 shares of common stock have been issued upon the exercise of stock options pursuant to the 2019 Plan.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under Rule 701 promulgated under the Securities Act as transactions under compensatory benefit plans and contracts relating to compensation, or under Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The recipients of such securities were our directors, employees or bona fide consultants and received the securities under our equity incentive plans. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

(b) On February 26, 2026, the SEC declared effective the Company's registration statement on Form S-1 (File No. 333-293204), as amended, filed in connection with the Company's IPO (the “Registration Statement”). Pursuant to the Registration Statement, we issued and sold 25,000,000 shares of our common stock at a price to the public of $16.00 per share. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as representatives of the underwriters for the IPO. We raised aggregate net proceeds of $369.3 million, after deducting underwriter discounts, commissions and other IPO expenses.

In connection with our IPO, no payments for such expenses were made 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.

We are holding a significant portion of the balance of the net proceeds in a variety of capital preservation investments, including money market funds and U.S. government securities. There has been no material change in the planned use of the net proceeds from our IPO, as described in our final prospectus filed with the SEC on February 27, 2026 pursuant to Rule 424(b) under the Securities Act.

(c) None.