When GENB insiders can sell

At any time beginning 180 days after the completion of this offering, the holders of a majority of registrable securities then outstanding may request that we register all or a portion of their shares on Form S-1 if the anticipated aggregate offering price of the shares offered would exceed $10 million. With certain exceptions, we are not required to effect the filing of a registration statement during the period starting with the date of the filing of, and ending on a date 60 days following the effective date of the registration statement for this offering. We will not be required to effect more than two registrations pursuant to this provision of our amended and restated investors rights agreement.

Common stock to be outstanding immediately after this offering 127,450,201 shares (or 131,200,201 shares if the underwriters exercise their option to purchase additional shares of common stock in full). Use of proceeds We estimate that the net proceeds from the sale of our common stock in this offering will be approximately $368.8 million (or approximately $424.9 million if the underwriters exercise their option to purchase additional shares of common stock in full), based on the initial public offering price of $16.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Rule 10b5-1 Sales Plans Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend or terminate a Rule 10b5-1 plan in some circumstances.

…or other dispositions by our officers, directors and holders of common stock described in the immediately preceding paragraph do not apply to, subject to certain limitations, the following transfers: (i) as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, (ii) upon death by will, testamentary document or intestate succession, (iii) to any immediate family member of the transferor or any trust for the direct or indirect benefit of the transferor or any immediate family member of the transferor, (iv) to any corporation, partnership, limited liability company or other entity, in each…

…ractitioners, clinical nurse specialists, certified nurse anesthetists, anesthesiology assistants and certified nurse-midwives) and teaching hospitals, and ownership and investment interests held by physicians and their immediate family members. Federal government price reporting laws, which require drug makers to calculate and report complex pricing metrics in an accurate and timely manner to government programs. Federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers. State law equivalents of each of the above federal laws and state laws…

Directed share program At our request, the underwriters have reserved up to 5% of the shares offered by this prospectus for sale at the initial public offering price to certain individuals through a directed share program, including our directors, officers, employees and certain other individuals identified by management. The sales will be made at our direction by Morgan Stanley & Co. LLC and its affiliates through a directed share program.

…d stock and Series B preferred stock, the preferred stock ), into an aggregate of 69,333,244 shares of our common stock upon the completion of this offering, and excludes: 20,422,301 shares of common stock issuable upon exercise of outstanding stock options as of December 31, 2025 under our 2019 Equity Incentive Plan, as amended (the 2019 Plan ), with a weighted average exercise price of $5.91 per share; 441,076 shares of common stock issuable upon exercise of outstanding stock options granted after December 31, 2025 under our 2019 Plan, with a weighted average exercise price of $11.75 per share; 3,404,855 shares of common stock res…