Convertible and Redeemable Convertible Preferred Stock | 8. Convertible and Redeemable Convertible Preferred Stock During the six months ended June 30, 2015, the Company issued 86,028 shares of Series B-1 redeemable convertible preferred stock and 5,247 shares of Series C redeemable convertible preferred stock upon the exercise of the Company’s Series B-1 and Series C preferred stock warrants. The convertible and redeemable convertible preferred stock consists of the following: June 30, 2015 Shares Shares Issued and Outstanding Net Carrying Liquidation Price Per Aggregate Redemption (in thousands, except share and per share data) Convertible Preferred Stock: Series A 1,843,894 224,564 $ 2,543 $ 11.324 $ 2,543 $ — Redeemable Convertible Preferred Stock: Series B 13,134,880 1,752,634 42,688 12.755 22,355 42,688 Series B-1 16,283,343 1,478,328 24,596 3.742 5,532 24,596 Series C 19,812,349 2,493,017 41,493 5.865 14,621 41,493 Series D 85,000,000 11,409,360 186,332 5.728 65,359 186,332 Total redeemable convertible preferred stock 134,230,572 17,133,339 $ 295,109 $ 107,867 $ 295,109 Total preferred stock 136,074,466 17,357,903 $ 297,652 $ 110,410 $ 295,109 December 31, 2014 Shares Shares Issued and Outstanding Net Carrying Liquidation Price Per Aggregate Redemption (in thousands, except share and per share data) Convertible Preferred Stock: Series A 1,843,894 224,564 $ 2,543 $ 11.324 $ 2,543 $ — Redeemable Convertible Preferred Stock: Series B 13,134,880 1,752,634 19,504 12.268 21,502 19,504 Series B-1 16,122,618 1,392,300 6,979 3.656 5,091 6,979 Series C 19,812,349 2,487,770 21,052 5.642 14,035 21,052 Series D 85,000,000 11,409,360 94,297 5.510 62,865 94,297 Total redeemable convertible preferred stock 134,069,847 17,042,064 $ 141,832 $ 103,493 $ 141,832 Total preferred stock 135,913,741 17,266,628 $ 144,375 $ 106,036 $ 141,832 On issuance, the Company’s convertible and redeemable convertible preferred stock is recorded at fair value or the amount of allocated proceeds, net of issuance costs. The Company’s Series A convertible preferred stock (the “convertible preferred stock”) is classified outside of stockholders’ deficit because, in the event of certain “liquidation events” that are not solely within the Company’s control (including merger, acquisition, or sale of all or substantially all of the Company’s assets), the shares would become redeemable at the option of the holders. As of June 30, 2015 and December 31, 2014, the carrying value of the convertible preferred stock was the liquidation value. The Company’s Series B, B-1, C and D redeemable convertible preferred stock (collectively, the “redeemable convertible preferred stock”) is classified outside of stockholders’ deficit because the stocks contain redemption features that commence at any time on or after December 31, 2018 at the election of the Series B, B-1, C and D redeemable convertible preferred stockholders. The Company adjusts the carrying amount of the redeemable convertible preferred stock to equal the redemption value at the end of each reporting period. Due to the absence of retained earnings, adjustments to redemption value are recorded against additional paid-in capital, if any, and then to accumulated deficit. The following table sets forth the total adjustment to redemption value of each series of redeemable convertible preferred stock recognized during the following period: Six Months Redeemable Convertible Preferred Stock Series B $ 23,184 Series B-1 16,307 Series C 20,359 Series D 92,035 Total adjustment to redemption value on redeemable convertible preferred stock $ 151,885 As the redemption value for the redeemable convertible preferred stock may at times be based on fair market value at each reporting date, the Company determines the fair value of the redeemable convertible preferred stock using a combination of the OPM and/or the PWERM models and as of June 30, 2015, the IPO price of the Company’s common stock. The following assumptions were used in the OPM: As of June 30, As of December 31, Expected term (in years) 0.9 1.2 – 2.5 Expected volatility 66 % 69 – 86% Risk-free interest rate 0.2 % 0.3 – 0.6% Expected dividend rate — % — % Amendment to Dividend Rights On June 11, 2015, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to modify the terms of the cumulative accruing dividends on the outstanding shares of the Company’s Series C and Series D redeemable convertible preferred stock. Under the terms of the amended certificate of incorporation, upon conversion of the Company’s redeemable convertible preferred stock into common stock in connection with an IPO, the Company shall pay 50% of the then accrued but unpaid accruing dividends on shares of the Series C and Series D redeemable convertible preferred stock in shares of the Company’s common stock instead of payment in cash and the remaining 50% of the then accrued but unpaid accruing dividends shall be forfeited. The settlement of the accrued but unpaid accruing dividends in shares of common stock will be at the original issue price of the Series C and Series D redeemable convertible preferred stock of $5.215 per share. The terms of the dividends payable on the Series B and Series B-1 preferred stock were not modified. Cumulative Dividends As of June 30, 2015, cumulative unpaid accruing dividends in arrears totaled $18.5 million and consisted of $9.3 million for the Series B, $1.7 million for the Series B-1, $1.6 million for the Series C and $5.9 million for the Series D redeemable convertible preferred stock. If an IPO had occurred as of June 30, 2015, the Company would have paid accruing dividends in the aggregate amount of $5.5 million to the Series B and B-1 redeemable convertible preferred stockholders, consisting of $4.6 million for the Series B and $0.9 million for the Series B-1 redeemable convertible preferred stockholders, and would have issued an aggregate of 716,958 shares of common stock to the Series C and D redeemable convertible preferred stockholders, consisting of 155,273 shares to the Series C and 561,685 to the Series D redeemable convertible preferred stockholders, under the terms of the June 11, 2015 amended certificate of incorporation. Amendment to Redemption Rights On June 11, 2015, the Company and the Michigan Strategic Fund (MSF) and the Michigan Economic Development Corporation (MEDC) entered into an amendment to equity conversion agreements previously entered into by the parties. The amendment modified the terms of the equity conversion agreements that permit the MSF and MEDC to require the Company to repurchase shares of their preferred stock in certain circumstances, referred to as “put options.” The modification to the put options (i) suspended the exercisability of the put options during the period prior to and through the completion of the IPO and (ii) further provided that the put options would expire upon the completion of the IPO. However, in the event the IPO had not been completed by December 31, 2015 or was abandoned by the Company prior to that date, the MSF and MEDC would have the right to exercise the put options for a period of 120 days following the earlier to occur of such dates. |