Preferred Stock | 9. PREFERRED STOCK The company had outstanding preferred stock as of December 31, 2017 which was converted to common stock in 2018 in connection with the Company’s IPO. The following paragraphs disclose the terms of the preferred stock outstanding as of December 31, 2017. The Company’s then outstanding preferred stock was issued in series, consisting of Series A convertible preferred stock and Series B, B-1, B-2, C and D redeemable convertible preferred stock (collectively referred to as preferred stock). In addition to the designations by series, the Company also designated the preferred stock as either convertible (i.e., not redeemable) or redeemable convertible (i.e., contingently redeemable). As discussed further below, the Series A preferred stock was designated as convertible preferred stock as these shares were only redeemable in a true liquidation scenario whereby the Company was liquidated, dissolved, or wound down. The Series B, B-1, B-2, C and D preferred stock was designated as redeemable convertible preferred stock as these shares were redeemable only upon a “Deemed Liquidation Event” as discussed further in the Redemption section below. In May and June 2017, the Company raised $8.0 million from the issuance of 4,395,604 shares of Series D redeemable convertible preferred stock to one investor at $1.82 per share. The issuance of Series D redeemable convertible preferred stock at the price of $1.82 per share triggered the downward revision to the conversion price of Series B-2 redeemable convertible preferred stock and resulted in the conversion price to decrease from $25.30 to $25.00 per share, effective May 31, 2017. In August 2018, upon the closing of the Company’s IPO, all outstanding shares of convertible preferred stock were automatically converted and reclassified into 7,039,155 shares of its common stock. The Company’s redeemable convertible preferred stock consisted of the following (dollars in thousands): As of December 31, 2017 Designated Shares Authorized Shares Issued Shares Outstanding Aggregate Liquidation Preference Net Carrying Value Series B 6,500,000 6,335,543 6,335,380 $ 27,242 $ 9,717 Series B-1 6,417,000 6,416,144 6,416,144 18,725 9,945 Series B-2 7,500,000 5,344,748 5,344,748 19,220 16,568 Series C 12,400,000 7,205,882 7,205,882 24,500 33,579 Series D 33,500,000 27,787,642 27,787,642 50,574 41,909 Total 66,317,000 53,089,959 53,089,796 $ 140,261 $ 111,718 As of December 31, 2017, the Company had authorized, issued and outstanding 5,702,450 shares designated as Series A convertible preferred stock with an aggregate liquidation preference and net carrying value of $7.7 million. The Company’s preferred stock had the following rights, preferences, privileges and restrictions: Dividends The holders of Series D redeemable convertible preferred stock were entitled to receive dividends only when (1) the board of directors declared a dividend payable upon outstanding shares of the Series D redeemable convertible preferred stock or (2) the board of directors declared a dividend payable upon outstanding shares of Series A convertible preferred stock and Series B, B-1, B-2, and C redeemable convertible preferred stock and common stock, in which event, the board of directors would contemporaneously also declare a dividend to the holders of the Series D redeemable convertible preferred stock as though the shares had been fully converted into shares of common stock on the declaration date. The second scenario would not apply if the dividend payable declared by the board of directors were preferential dividends for Series B, B-1 and B-2 redeemable convertible preferred stock. The holders of Series C redeemable convertible preferred stock were entitled to receive annual cumulative dividends at the per annum rate of 3% of the purchase price of $3.40 per share, if declared by the board of directors, prior and in preference to any declaration or payment of any dividends on the Series A convertible preferred stock and Series B, B-1 and B-2 redeemable convertible preferred stock and common stock. However, in July 2016 upon the issuance of Series D redeemable convertible preferred stock, the $2.3 million cumulative and unpaid dividend of Series C redeemable convertible preferred stock was forgiven, and the annual dividends rate of 3% per annum of the purchase price of $3.40 per share became non-cumulative. The holders of Series B, B-1 and B-2 redeemable convertible preferred stock were entitled to annual cumulative dividends at the per annum rate of 8% of each respective purchase price of $2.15, $1.55 and $3.10 per share, if declared by the board of directors, prior and in preference to any declaration or payment of any dividends on the Series A convertible preferred stock and common stock. The holders of Series A convertible preferred stock were entitled to receive non-cumulative dividends, if declared by the board of directors on either Series A convertible preferred stock or common stock, and in the event of the latter, the holders of Series A convertible preferred stock would participate in such dividend payment on an as-if-converted basis. The Company has not recorded a liability for cumulative and unpaid dividends as of December 31, 2017, as no dividends have been declared by the Company. Voting Rights Each share of preferred stock is entitled to voting rights equal to the number of shares of common stock into which each share could be converted. The holders of shares of the preferred stock vote with holders of the common stock as a single class on all matters. Conversion Rights Each share of Series A convertible preferred stock and Series B, B-1, B-2, C and D redeemable convertible preferred stock was convertible by the holder at any time into common stock. The conversion rate was determined by dividing the original purchase price of $1.3475, $2.15, $1.55, $3.40 and $1.82 per share for Series A convertible preferred stock and Series B, B-1, C and D redeemable convertible preferred stock by the conversion price of $13.475, $13.1, $15.5, $18.2, $18.2 per share for Series A convertible preferred stock and Series B, B-1, C and D redeemable convertible preferred stock as of December 31, 2017. The conversion rate for Series B-2 redeemable convertible preferred stock was determined by dividing the original purchase price of $3.10 per share by the conversion price of $25.00 as of December 31, 2017. The shares of Series C and Series D redeemable convertible preferred stock would automatically convert upon the occurrence of (i) the closing of an underwritten public offering at an offering price per share of not less than $5.00 per share and with gross proceeds to the Company of not less than $30.0 million or (ii) on the date specified by written consent or vote by the majority of the holders of the then outstanding shares of Series B, B-1, B-2, C and D redeemable convertible preferred stock voting as a single class on an as-converted basis. The shares of Series B, B-1 or B-2 redeemable convertible preferred stock would automatically convert upon the occurrence of: (i) the closing of an underwritten public offering at an offering per share price of not less than two times the then applicable conversion prices for each series (in the event of Series B and B-1 redeemable convertible preferred stock) or not less than $5.00 per share (in the event of Series B-2 redeemable convertible preferred stock) and with gross proceeds to the Company of not less than $15.0 million; (ii) a qualified sale of the Company whereby the holders of common stock then issued and outstanding, including the conversion of outstanding shares of Series B, B-1 or B-2 redeemable convertible preferred stock, will be entitled to receive gross proceeds from such transaction on a per share basis of no less than two times of then applicable conversion prices for each Series; or (iii) on the date specified by written consent or vote by the majority of the holders of the then outstanding shares of Series B, B-1 or B-2 redeemable convertible preferred stock. The shares of Series B-1 and B-2 redeemable convertible preferred stock also would automatically convert on the date specified by written consent or vote of two-thirds of the holders of the then outstanding shares of Series B-1 and B-2 redeemable convertible preferred stock, voting as a single class on an as-converted basis. The shares of Series A convertible preferred stock would automatically convert into common stock upon the earlier of (i) the closing of an underwritten public offering or (ii) the affirmative vote of a majority of the holders of the then outstanding shares of Series A convertible preferred stock. Liquidation Preference Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of the Series C and D redeemable convertible preferred stock were entitled to receive, before any distribution or payment was made upon any shares of the Series A convertible preferred stock and Series B, B-1 and B-2 redeemable convertible preferred stock and common stock, an amount equal to $3.40 per share and $1.82 per share, respectively, plus any declared or accrued but unpaid dividends, for Series C and Series D redeemable convertible preferred stock. After payment to the holders of Series C and Series D redeemable convertible preferred stock, the holders of Series B, B-1 and B-2 redeemable convertible preferred stock, prior to any distribution to the holders of Series A convertible preferred stock and common stock, were entitled to receive an amount equal to $2.15, $1.55 and $3.10 per share, plus any declared or accrued but unpaid dividends. After payment to the holders of Series B, B-1, B-2, C and D redeemable convertible preferred stock, the holders of Series A convertible preferred stock were entitled to receive an amount equal to $1.3475 per share plus all declared or accrued but unpaid dividends. Redemption The shares of Series B, B-1, B-2, C and D redeemable convertible preferred stock were only redeemable upon a “Deemed Liquidation Event,” which included certain events that were outside the control of the Company such as the sale or merger of the Company in certain scenarios. Further, these shares did not contain any provisions that would ensure the holders were entitled to the same form of consideration upon the occurrence of a “Deemed Liquidation Event.” Accordingly, the shares of Series B, B-1, B-2, C and D redeemable convertible preferred stock were considered contingently redeemable and, therefore, classified outside of stockholders’ equity (deficit). The shares of Series A were only redeemable upon a regular liquidation event within the Company’s control and were not redeemable at the option of the holder or under any other scenarios. Therefore, the shares of Series A convertible preferred stock were classified within stockholders’ equity (deficit). |