REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE | REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE Redeemable Preferred Shares Prior to the Merger, the outstanding MAI preferred stock was redeemable at the option of the holder, but not mandatorily redeemable, therefore it was classified as mezzanine equity and was recognized at the fair value as of the date of issuance (the proceeds on the date of issuance). The following table presents changes in preferred shares outstanding for the years ended December 31, 2020 and 2019: Preferred Shares Shares Amount Balance at December 31, 2018 7,479,862 $ 68,533 Issued 3,020,578 24,951 Balance at December 31, 2019 10,500,440 93,484 Issued 102,777 788 Converted to common shares in Merger (10,603,217) (94,272) Balance at December 31, 2020 — $ — MAI had 10,000,000 authorized preferred shares, with a normal or par value of $0.001 per share. Pursuant to the terms of the Series E financing agreement, if a shareholder elected to participate in the financing, they were granted a number of conversion shares that were exchanged into the number of shares of such series of preferred stock equal to the number of shares held by such shareholder immediately prior to the common share conversion. Additionally, Series C, Series D and Series E preferred shares were subject to a full-ratchet anti-dilution adjustment until the earlier of the three-year anniversary of the initial Series E issuance date or the first equity financing at a price greater than the Series E original purchase price, with aggregate gross proceeds of greater than $10.0 million. The final closing of the first tranche of the Series E financing round occurred in June 2018, with additional tranches occurring in March, July and December 2019. The following table presents the amount of preferred shares outstanding by series: December 31, 2020 2019 Preferred shares outstanding: Series A — 1,175,544 Series B — 2,222,886 Series C — 1,634,249 Series D — 502,630 Series E — 4,965,131 Total preferred shares outstanding — 10,500,440 On November 17, 2020, all shares of preferred stock were converted to common shares as follows: Shares Before Conversion Conversion Ratio Common Shares Issued Series A preferred stock 1,175,544 1.0000000000 1,175,544 Series B preferred stock 2,222,886 1.0000000000 2,222,886 Series C preferred stock 1,634,249 1.5405636364 2,517,665 Series D preferred stock 502,630 1.6175909091 813,050 Series E preferred stock 5,067,908 1.0000000000 5,067,910 Total 10,603,217 11,797,055 Voting The holders of the Preferred Stock were entitled to vote, together with the holders of common stock, on certain matters, exclusive of certain protective provisions under the Amended and Restated Certificate of Incorporation, or the Protective Provisions, submitted to stockholders for a vote. Each preferred stockholder was entitled to the number of votes equal to the number of shares of common stock into which each preferred share is convertible at the time of such vote. The holders of the Preferred Stock voted, as a single class on an as converted to common stock basis, separately from the holders of common stock and subject to a 60% affirmative vote, on certain Protective Provisions, including but not limited to: entering into any liquidation event, merger, consolidation or form of reorganization; modifying the rights and privileges of the Preferred Stock so as to adversely affect the Preferred Stock; declaring or paying any dividend; redeeming, repurchasing or otherwise acquiring shares of common stock; amending the Certificate of Incorporation or By-Laws of the Company; increasing the number of authorized shares of Preferred Stock or common stock; and revising the number of members of the of Board of Directors. Dividends The holders of Preferred Stock were entitled to receive dividends, when and if declared by the Board of Directors and out of funds legally available. If a dividend was paid on the common shares, preferred shareholders would have been paid the same per-share dividend amount on an as-if-converted to common basis. Through November 18, 2020 MAI had not declared or paid any dividends. The annual dividend rate by series is as follows: Series A $0.410000 CAD Series B $0.567800 CAD Series C $1.355696 CAD Series D $1.423480 CAD Series E $0.880000 CAD Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of the Preferred Stock, would have received a certain amount per share plus all declared but unpaid dividends, payable in preference and priority to any payments made to the holders of the common stock. The Holders of preferred shares would have been paid in accordance with the following liquidation preference with each series having the right to be paid before the others. Series E, Series D, Series C, Series B, Series A. The amount received per share is as follows: Series A $ 5.1252 CAD Series B $ 7.0970 CAD Series C $ 16.9462 CAD Series D $ 17.7935 CAD Series E $ 11.0000 CAD If preferred shareholders would have received a greater payment had their shares been converted to common shares prior to the liquidation, they would instead receive that greater amount. All remaining assets would have been paid to holders of common shares pro rata based on the number of shares held. Conversion Each share of Preferred Stock was convertible at the option of the holders at any time after the date of issuance into a number of shares of common stock as determined by dividing the conversion rate for that series of preferred shares by the conversion price in effect at the time of conversion, adjustable for certain dilutive events. All preferred shares would have automatically converted into common shares (i) on the closing of an IPO that generates at least $30.0 million CAD (net of underwriting discount and commissions) in proceeds to MAI; or (ii) on the election to do so by holders of at least two-thirds of the then outstanding preferred shares, voting on an as-if-converted to common basis. Common stock issued upon conversion are new shares. Conversion rates are as follows: Series A $ 5.1252 CAD Series B $ 7.0970 CAD Series C $ 11.0000 CAD Series D $ 11.0000 CAD Series E $ 11.0000 CAD Redemption On or after December 19, 2025, on the request of holders of at least 60% of the then outstanding preferred shares, on an as-converted basis, MAI would have redeemed all preferred shares at the original issue price per share plus all accrued and declared but unpaid dividends. Payment would have been in three equal annual installments. The redemption would have been effected in accordance with the liquidation preferences. Common shares MAI has 100,000,000 authorized common shares, with a nominal or par value of $0.001 per share. In connection with the initial closing of the Series E preferred share financing that occurred on December 20, 2017, each series of MAI’s outstanding preferred shares were converted into common shares. MedAvail then effected a 7 to 1 reverse stock split on the common shares. In connection with the Merger transaction described in Note 1, each series of MAI’s outstanding preferred shares were converted into MedAvail common shares as described above. MedAvail then effected a 1.26 to 1 stock split on the common shares. All references in the consolidated financial statements to the number of shares outstanding and stock option data of MedAvail’s common stock have been restated to reflect the effect of the stock splits for all periods presented. Liquidation Rights In the event of any liquidation or dissolution of the Company, the holders of common stock are entitled to the remaining assets of the Company legally available for distribution after the payment of the full liquidation preference for all series of outstanding redeemable convertible preferred stock. Dividend and Voting Rights The holders of common stock are entitled to receive dividends if and when declared by the Board of Directors of the Company, but not until all dividends on redeemable convertible preferred stock have been either (i) paid or (ii) declared and the Company has set aside funds to pay those dividends declared. Holders of common stock have the right to one vote per share. Share-based compensation Update for Merger Pursuant to the Merger Agreement, effective as of the Effective Time of the Merger, the Company assumed the 2018 MedAvail Equity Incentive Plan, or the 2018 Plan, and the 2012 MedAvail Stock Option Plan, or the 2012 Plan, assuming all of MedAvail’s rights and obligations with respect to the options issued thereunder. Immediately thereafter, the Company terminated the 2018 Plan. The 2012 Plan was previously modified on the date the 2018 Plan was adopted to no longer permit granting of options under the 2012 Plan. Pursuant to the Merger Agreement, at the Effective Time of the Merger, the Company adopted the 2020 Equity Incentive Plan, or the 2020 Plan, and the 2020 Employee Stock Purchase Plan, or the 2020 ESPP. The 2018 Plan was closed to granting of options upon adoption of the 2020 Plan. 2020 Plan The 2020 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or the Code, to the Company’s employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants of the Company and the company group. The number of shares of Company Common Stock that are reserved for issuance pursuant to awards under the 2020 Plan is 5,000,000 shares (post-Reverse Stock Split). The 2020 Plan also includes an evergreen provision that provides for an automatic annual increase to the number of shares of common stock available for issuance under the 2020 Plan on the first day of each fiscal year, equal to the least of: (i) 5,000,000 shares; (ii) 5% of the total number of shares of all classes of common stock of the Company as of the last day of our immediately preceding fiscal year; or (iii) such lesser amount determined by the administrator. The 2020 Plan will terminate on the tenth anniversary of its effective date. No award may be made under the 2020 Plan after its expiration date. 2020 ESPP The 2020 ESPP provides eligible employees with an opportunity to purchase shares of the Company’s Common Stock through accumulated contributions, which generally will be made through payroll deductions. The 2020 ESPP permits the administrator of the 2020 ESPP to grant purchase rights that qualify for preferential tax treatment under Section 423 of the Code. The maximum number of shares of our common stock that will be available for issuance under the 2020 ESPP will be 700,000 shares (post-Reverse Stock Split). The number of shares of common stock available for issuance under the 2020 ESPP Plan will be increased on the first day of each fiscal year beginning with the 2021 fiscal year equal to the least of (i) 1,000,000 shares of common stock; (ii) one percent 1% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year; or (iii) an amount determined by the administrator. The shares may be authorized, but unissued, or reacquired common stock. The 2020 ESPP will terminate in 2040, unless terminated sooner. 2018 Plan In September 2018, MedAvail adopted the 2018 MedAvail Equity Incentive Plan, or the 2018 Plan, which provides for the granting of stock options to service providers of MedAvail, Inc. As part of the adoption of the 2018 Plan, MedAvail provided the option for all eligible service providers to exchange their options held under the 2012 MedAvail Stock Option Plan, or the 2012 Plan, as of the exchange date for new options under the 2018 Plan, at an exchange ratio of 1:5. All vesting schedules were maintained on exchange. A total of 53 eligible service providers participated in the exchange, which resulted in the exchange of 239,181 options under the 2012 Plan for 1,269,180 options under the 2018 Plan. The exchange resulted in $1.0 million of one-time incremental compensation cost for 2018. 2012 Plan The 2012 MedAvail Stock Option Plan was modified on the date the 2018 Plan was adopted to no longer permit granting of options under the plan. As at December 31, 2020, there are 8,274 options that remained outstanding under this plan. Options granted under the 2012 Plan that were not exchanged to options under the 2018 Plan will remain subject to the terms of the 2012 Plan. The maximum number of shares of MedAvail to be granted under the 2018 plan is 1,972,530. In accordance with the plan, the exercise price of each option is based on the fair value of MedAvail’s common shares on the date of the grant. An option’s term is determined at the discretion of the Board of Directors, not to exceed ten years. Unless otherwise stated, the consolidated financial statements reflect 1/48 of the option vesting each month over a four-year vesting period. During 2019, MedAvail granted 429,538 new options to service providers of MedAvail at an exercise price of CA$2.15. The estimated fair value of the options was determined by the Black-Scholes valuation model. During 2020, MedAvail granted 442,830 new options to service providers of MedAvail at an exercise price of CA$2.15. The estimated fair value of the options was determined by the Black-Scholes valuation model. The key input assumptions that were utilized in the valuation of the stock options granted in the periods presented are as follows: December 31, 2020 Low Weighted Average High Total Awards Granted 442,830 Weighted Average Fair Value of Awards $0.72 USD Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $1.34 USD $1.34 USD $1.34 USD Market Price $1.34 USD $1.34 USD $1.34 USD Volatility 60 % 60 % 60 % Risk Free Rate 0.43 % 0.43 % 0.44 % Dividend Yield — % — % — % Expected Life 5.87 5.92 6.02 December 31, 2019 Low Weighted Average High Total Awards Granted 429,538 Weighted Average Fair Value of Awards $0.61 USD Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $1.31 USD $1.31 USD $1.31 USD Market Price $1.31 USD $1.31 USD $1.31 USD Volatility 60 % 60 % 60 % Risk Free Rate 1.50 % 1.50 % 1.50 % Dividend Yield — % — % — % Expected Life 4 4 4 The following table present MedAvail's outstanding awards activity during the year ended December 31, 2020. Number of Awards Weighted Average Exercise Price Weighted Average Share Price on Date of Exercise Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding, beginning of period 2,391,401 $ 1.59 USD $ 0.76 USD $ — USD Granted 442,830 $ 1.34 USD $ 0.72 USD $ 4,959,936 USD Exercised/Released (160,090) $ 1.84 USD $ 11.09 USD $ 0.98 USD $ 1,481,566 USD Cancelled/Forfeited (235,121) $ 1.63 USD $ 0.76 USD $ 2,886,236 USD Outstanding, end of period 2,439,020 $ 1.56 USD $ 0.76 USD 8.2 $ 32,894,214 USD Vested and exercisable, end of the period 1,745,376 $ 1.63 USD $ 0.78 USD 7.9 $ 23,427,716 USD Vested and unvested exercisable, end of the period 1,745,376 $ 1.63 USD $ 0.78 USD 7.9 $ 23,427,716 USD Vested and expected to vest, end of the period 2,386,417 $ 1.57 USD $ 0.76 USD 8.2 $ 32,174,927 USD The following table present MedAvail's unvested awards activity during the year ended December 31, 2020. Number of Awards Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (Years) Unvested outstanding, beginning of period 712,559 $ 1.44 USD $ 0.68 USD Granted 442,830 $ 1.34 USD $ 0.72 USD Cancelled/Forfeited (18,481) $ 1.54 USD $ 0.76 USD Vested, outstanding shares (443,264) $ 1.44 USD $ 0.72 USD Unvested outstanding, end of period 693,644 $ 1.40 USD $ 0.69 USD 2.5 The following table present MedAvail's outstanding awards activity during the year ended December 31, 2019. Number of Awards Weighted Average Exercise Price Weighted Average Share Price on Date of Exercise Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding, beginning of period 2,081,545 $ 1.66 USD $ 0.79 USD $ — USD Granted 429,538 $ 1.31 USD $ 0.61 USD $ — USD Exercised/Released (22,322) $ 1.60 USD $ 1.60 USD $ 0.83 USD $ — USD Cancelled/Forfeited (97,360) $ 1.70 USD $ 0.83 USD $ — USD Outstanding, end of period 2,391,401 $ 1.59 USD $ 0.76 USD 8.8 $ — USD Vested and exercisable, end of the period 1,678,842 $ 1.66 USD $ 0.80 USD 8.6 $ — USD Vested and unvested exercisable, end of the period 1,678,842 $ 1.66 USD $ 0.80 USD 8.6 $ — USD Vested and expected to vest, end of the period 2,327,518 $ 1.60 USD $ 0.76 USD 8.8 $ — USD The following table presents MedAvail's unvested awards activity during the year ended December 31, 2019. Number of Awards Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (Years) Unvested Outstanding, beginning of period 574,851 $ 1.61 USD $ 0.77 USD Granted 429,538 $ 1.31 USD $ 0.61 USD Cancelled/Forfeited (40,844) $ 1.69 USD $ 0.82 USD Vested, outstanding shares (250,986) $ 1.57 USD $ 0.76 USD Unvested Outstanding, end of period 712,559 $ 1.44 USD $ 0.68 USD 2.9 The following table presents MedAvail's expense related to share-based compensation: Year Ended December 31, 2020 2019 Share-based compensation $ 380 $ 354 Expense remaining to be recognized for unvested awards as of December 31, 2020 was $0.4 million, which will be recognized on a weighted average basis over the next 3 years. The aggregate fair value of options vested during 2020 and 2019 was $0.3 million and $0.2 million, respectively. MedAvail has not recognized an income tax benefit in its income tax provision due to the full reserve against net operating losses and tax assets, see Note 14 for additional details. Warrants Warrants issued were as follows, including 523,483 warrants issued to the Company’s related parties (investors) with consistent terms: Year Ended December 31, 2020 Issue Date Reason for issuance Amount Term (years) Exercise Price (USD) 2/11/2020 Equity offering 27,427 10 $ 1.57 2/11/2020 Payment for services 309,698 10 $ 0.01 2/19/2020 Payment for services 6,855 10 $ 1.57 5/26/2020 Issuance of promissory note 115,374 0.5 $ 1.57 6/4/2020 Payment for services 16,119 10 $ 1.57 6/9/2020 Issuance of promissory note 1,676 0.5 $ 1.57 6/10/2020 Issuance of promissory note 761 0.5 $ 1.57 6/17/2020 Issuance of promissory note 319 0.5 $ 1.57 6/29/2020 Payment for services 84,911 10 $ 0.01 7/2/2020 Bridge financing 2,285 10 $ 1.57 8/14/2020 Bridge financing 1,524 10 $ 1.57 8/21/2020 Bridge financing 2,285 10 $ 1.57 10/2/2020 Bridge financing 6,857 10 $ 1.57 10/6/2020 Bridge financing 61,331 10 $ 1.57 10/7/2020 Bridge financing 381 10 $ 1.57 11/12/2020 Option cancellation 201,648 8 $ 1.57 11/18/2020 Payment for services 58,518 5 $ 0.01 At the end of the year, MedAvail had outstanding the following warrants: December 31, 2020 December 31, 2019 Warrants Exercise price Term (years) Warrants Exercise price Term (years) Common 571,355 $ 0.01 118,228 $ 0.01 Common 288,352 $ 6.93 288,352 $ 6.93 Common 260,250 $ 1.66 260,250 $ 1.66 Common 557,598 $ 1.57 120,380 $ 1.57 Total 1,677,555 $ 1.97 7.8 787,210 $ 3.33 9.2 Additionally, MedAvail had agreements with a service provider that would require MedAvail to issue additional warrants if that service provider met its obligations and performance milestones under that agreement. MedAvail recorded no liability as of December 31, 2020 and $0.4 million as of December 31, 2019, for the expense related to the expected issuance of the warrants in the future, and adjusted for the changes in fair value of the potential warrants at each reporting period. |