Common Stock, Convertible Preferred Stock and Stockholders Deficit | 6. Common Stock, Convertible Preferred Stock and Stockholders’ Deficit In March 2017, the Company’s board of directors and stockholders approved a 1-for-6.9 reverse stock split of its outstanding common stock. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse stock split for all periods presented. Changes in the number of shares of the Company’s convertible preferred and common stock outstanding and total stockholders’ deficit during the three months ended March 31, 2017 were as follows (in thousands, except share amounts): Shares of Convertible Preferred Stock Shares of Common Stock Total Stockholders’ Deficit Balance, December 31, 2016 46,163,605 2,202,517 $ (124,417 ) Stock-based compensation — — 529 Exercise of stock options — 24,648 41 Fractional shares adjustment upon reverse stock split — 2 — Other comprehensive loss — — (1 ) Net loss — — (9,073 ) Balance, March 31, 2017 46,163,605 2,227,167 $ (132,921 ) Convertible Preferred Stock The authorized, issued and outstanding shares, and liquidation preferences of convertible preferred stock by series as of March 31, 2017 and December 31, 2016 are as follows (in thousands, except share amounts): Shares Authorized Shares Issued and Outstanding Liquidation Preference Series A 6,700,000 6,700,000 $ 6,700 Series B 8,676,800 8,676,800 10,846 Series C 5,697,601 5,697,601 9,116 Series C-1 1,578,948 1,578,948 3,000 Series D 3,888,375 3,888,375 7,777 Series E 2,485,250 2,485,250 9,941 Series F 5,904,501 5,904,501 25,980 Series G 2,432,068 2,432,068 12,160 Series H 12,000,000 8,800,062 46,200 Undesignated 1,636,457 — — 51,000,000 46,163,605 $ 131,720 The Company records each series of convertible preferred stock based upon gross proceeds on the respective dates of issuance, net of issuance costs. A right to receive payment will only occur upon the liquidation or winding up of the Company, a greater than 50% change of control or sale of substantially all of the assets of the Company. As this right to receive payment is considered a deemed liquidation outside the control of the Company, all shares of convertible preferred stock have been presented outside of permanent equity in accordance with accounting guidance for redeemable securities. Further, the Company is not adjusting the carrying values of the convertible preferred stock as it is uncertain whether or when a redemption event will occur. Adjustments to increase the carrying values will be made if it becomes probable that such redemption will occur. Dividends The holders of the convertible preferred stock are entitled to receive, in preference to the holders of common stock, noncumulative dividends at a rate of 5% per annum, when, as and if declared by the Company’s board of directors. As of March 31, 2017, the Company’s board of directors has not declared any dividends. Liquidation Preferences The holders of the convertible preferred stock are entitled to receive a liquidation payment, before any distribution or payment to the holders of common stock, pari passu on a pro rata basis per share until the holders have received an amount equal to the applicable original purchase price per share of convertible preferred stock. Conversion The convertible preferred stock is convertible into common stock on a 1-for-6.9 basis at any time, subject to customary anti-dilution adjustments, and automatically converts into common stock upon the consent of a majority of the holders of outstanding convertible preferred stock or, for any series of convertible preferred stock, a majority of the holders of such series, or upon a public offering with aggregate proceeds to the Company of at least $10 million. The convertible preferred stock also includes anti-dilution provisions making it subject to adjustment for stock splits, stock dividends, recapitalizations and similar events. Shares of the Series G and H convertible preferred stock are also subject to transfer restrictions until the earlier of a registration under the Securities Act of 1933, as amended (Securities Act), covering the proposed disposition, the closing date of the Company’s first firm commitment underwritten public offering of its common stock registered under the Securities Act, and the closing date of an acquisition or asset transfer. Subsequent to March 31, 2017, on April 19, 2017, upon completion of the Company’s IPO, all of the Company’s outstanding shares of convertible preferred stock were converted into an aggregate of 6,690,066 shares of the Company’s common stock. Voting All series of the Company’s convertible preferred stock vote together with the common stock on an as-converted basis. Common Stock The Company had 2,227,167 and 2,202,517 shares of common stock outstanding as of March 31, 2017 and December 31, 2016, respectively. Common Stock Reserved for Future Issuance Common stock reserved for future issuance at March 31, 2017 is as follows and excludes shares issuable upon the conversion of all outstanding principal and accrued interest related to convertible promissory notes payable: Issued and Outstanding: Convertible preferred stock (as-converted) 6,690,066 Stock options 1,464,177 Warrants for common stock 724 Warrants for preferred stock (as-converted) 9,936 Shares reserved for future award grants 69,525 Total 8,234,428 |