Redeemable Convertible Preferred Stock and Stockholders’ Deficit | 9. Redeemable Convertible Preferred Stock and Stockholders’ Deficit Preferred Stock The Company has issued and outstanding Series 1 redeemable convertible preferred stock (“Series 1”), Series 2 redeemable preferred stock (“Series 2”), Series AA redeemable convertible preferred stock (“Series AA”), Series B redeemable convertible preferred stock (“Series B”), Series C-1, Series C-2 redeemable convertible preferred stock (“Series C-2”), Series C-3 redeemable convertible preferred stock (“Series C-3”), and Series D (collectively, “Preferred In August 2018, the Company sold 1,842,959 shares of Series D to new and existing investors at a price of $9.659 per share for net proceeds of $17.7 million. As of September 30, 2018, the authorized, issued, and outstanding shares of Preferred Stock and their carrying amounts and liquidation values were as follows: Shares Issued Shares and Carrying Liquidation Authorized Outstanding Amount Value Series 1 132,255 132,255 $ 523,838 $ 526,778 Series 2 1 1 243,640 250,000 Series AA 575,470 573,961 7,617,120 7,619,998 Series B 6,382,259 6,251,502 60,371,358 60,379,282 Series C-1 4,524,375 2,319,228 22,140,786 22,401,423 Series C-2 916,095 — — — Series C-3 790,895 — — — Series D 4,971,346 3,923,168 34,712,552 37,893,880 Total 18,292,696 $ 13,200,115 $ 125,609,295 $ 129,071,361 As of December 31, 2017, the authorized, issued, and outstanding shares of Preferred Stock and their carrying amounts and liquidation values were as follows: Shares Issued Shares and Carrying Liquidation Authorized Outstanding Amount Value Series 1 132,255 132,255 $ 522,266 $ 526,778 Series 2 1 1 240,242 250,000 Series AA 575,470 573,961 7,615,583 7,619,998 Series B 6,382,259 6,251,502 60,366,480 60,379,282 Series C-1 4,524,375 2,174,280 20,888,972 20,999,997 Series C-2 916,095 — — — Series C-3 790,895 — — — Series D — — — — Total 13,321,350 9,131,999 $ 89,633,543 $ 89,776,055 Dividends The holders of the Series AA, Series B, Series C-1, and Series D (together, the “Senior Stock”) and the holders of the Series C-2 and Series C-3 (together, the “Senior Series C Stock”) were entitled to receive noncumulative cash dividends, on a pari passu basis among the Senior Stock and the Senior Series C Stock, at the rate of 8% when and if declared by the board of directors. After payment of dividends on the Senior Series C Stock and the Senior Stock, the holders of the Series 1 were entitled to receive noncumulative dividends at the rate of 8% when and if declared by the board of directors. The holder of the Series 2 was not entitled to receive any dividends. Any declared but unpaid dividends were payable upon any liquidation, dissolution, or winding up of the Company by another entity, whether voluntary or involuntary, or conversion of the applicable shares of Preferred Stock to common stock. No dividends were declared on the Preferred Stock. Liquidation Preference In the event of a liquidation, dissolution, or winding up of the Company, or in the event the Company merges with or was acquired by another entity, the holders of the Senior Stock and the Senior Series C Stock were entitled to be paid an amount equal to $13.28 per share of Series AA and Series C-3, $9.659 per share of Series B, Series C-1 and Series D, and $11.462 per share of Series C-2, plus any declared but unpaid dividends. After payment in full of the Senior Stock and the Senior Series C Stock liquidation preference, the holder of the Series 2 was entitled to be paid a liquidation preference of $250,000. After payment in full of the Series 2 liquidation preference, the holders of the Series 1 were entitled to receive an amount equal to $3.99 per share, plus any declared but unpaid dividends. Once the preceding liquidation preferences had been paid, any remaining assets would have been distributed pro rata among the holders of the Series D, Series C-1, Series C-2, Series C-3, Series B, Series AA, Series 1 and common stock. Voting Rights The holders of the Series 1, Series AA, Series B, Series C-1, Series C-2, Series C-3, and Series D were entitled to a number of votes equal to the number of shares of common stock into which their shares could have been converted. The holder of the Series 2 did not have voting rights. Conversion The shares of Series 1, Series AA, Series B, Series C-1, Series C-2, Series C-3 and Series D were convertible into an equal number of shares of common stock, at the option of the holder, subject to certain anti-dilution adjustments. The holder of the Series 2 did not have any voluntary conversion rights. All shares of Preferred Stock were automatically converted into an aggregate of 13,225,114 shares of common stock upon the closing of the IPO on October 22, 2018. Redemption The holders of 60% of the Preferred Stock, voting together as a single class on an as-converted basis, were entitled to require the Company to redeem all of the then-outstanding shares of Preferred Stock at any time on or after February 26, 2020. The redemption price was equal to the greater of (a) the liquidation preference, including any declared but unpaid dividends, of the applicable class of Preferred Stock or (b) the then fair market value of such Preferred Stock. If funds were insufficient to redeem all shares of Preferred Stock, all shares of Series D would have been redeemed first, then all remaining shares of Senior Stock and Senior Series C Stock would have been redeemed, and all shares of Series 1 would have been redeemed before the share of Series 2. The carrying values of the Preferred Stock were being accreted to their redemption value by a charge to additional paid-in capital, if any, then to accumulated deficit. Upon election of the holders of a majority of the outstanding Series 2 and approval by the holders of at least 60% of the remaining Preferred Stock, the Company would have redeemed all outstanding shares of Series 2 preferred stock for an aggregate amount of $125,000. Common Stock Reserved for Future Issuance Number of Shares as of September 30, 2018 December 31, 2017 Conversion of redeemable convertible preferred stock 13,200,115 9,131,999 Redeemable convertible preferred stock warrants 708,484 486,356 Stock options issued and outstanding 1,315,625 1,075,209 Authorized for future options 37,830 45,062 15,262,054 10,738,626 |