Redeemable Convertible Preferred Stock | 6. Redeemable Convertible Preferred Stock As of June 30, 2017 and December 31, 2016, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 151,557,293 shares of $0.01 par value preferred stock. The Company has issued Series A, Series A-1, C-1 C-2 D-1, Series E-1, E-2, E-3 In October 2014, the Company issued 14,558,823 shares of Series E-1 E-1 In January 2016, the Company issued 9,705,882 shares of Series E-1 In December 2016, the Company issued 13,949,357 shares of Series F redeemable convertible preferred stock (the “Series F preferred stock”) at a price of $1.36 per share, resulting in proceeds of $18,806, net of issuance costs of $165. As part of the Series F preferred stock purchase agreement, the investors agreed to purchase an additional 8,192,477 shares of Series F preferred stock at a price of $1.36 per share upon the Company achieving specified clinical milestones (the “second tranche closing”) for an aggregate purchase price of $11,142. In February 2017, the Company amended the Series F preferred stock purchase agreement to permit the sale of up to 758,458 additional shares of Series F preferred stock. In February 2017, pursuant to the amended Series F preferred stock purchase agreement, the Company issued 483,501 shares of Series F preferred stock at a price of $1.36 per share, resulting in proceeds of $626, net of issuance costs of $32. The purchasers of Series F preferred stock in this February 2017 closing agreed to purchase an additional 274,957 shares of Series F preferred stock at a price of $1.36 per share in the second tranche closing, which increased the aggregate number of shares of Series F preferred stock to be purchased in the second tranche closing to 8,467,434 shares for an aggregate purchase price of $11,516. The Company determined that the future tranche obligations of the Series F preferred stock purchase agreement, as amended, do not meet the definition of a freestanding financial instrument because, while separately exercisable, they were not legally detachable. Further, the Company determined that the embedded future tranche obligations did not require bifurcation for accounting purposes as they are clearly and closely related to the economic characteristics and risks of the initial preferred shares and would not qualify as a derivative on a standalone basis. In December 2016, pursuant to the Series F preferred stock purchase agreement, holders of 8,927,582 shares of Series E redeemable convertible preferred stock (the “Series E preferred stock”) that participated in the Series F preferred stock financing elected to convert their shares of Series E preferred stock into 8,927,582 shares of Series E-2 E-1 E-1 E-3 E-3 E-1 E-2 E-3 E-1 E-1 E-3 The Company determined that the conversion of shares of preferred stock that occurred in December 2016 and February 2017 represented modifications of these securities for accounting purposes; however, the modifications did not result in the recognition of a deemed dividend for accounting purposes because the modifications did not result in a transfer of value from common stockholders to preferred stockholders. Pursuant to the terms of the amended Series F preferred stock purchase agreement, if the second tranche closing has not occurred prior to the closing of the Company’s initial public offering of common stock, then, immediately prior to such closing, the purchasers of the Series F preferred stock will be required to purchase a number of shares of the Company’s common stock equal to $11,516 divided by the price per share paid by the public in the initial public offering in a concurrent private offering. This requirement to purchase shares immediately prior to the closing of the Company’s initial public offering may be waived in whole or in part by the Company’s board of directors. As of December 31, 2016, the specified clinical milestones had not been achieved and the second tranche closing had not occurred. On June 15, 2017, the Company’s board of directors waived in whole, effective immediately prior to the closing of the Company’s IPO, the requirement of the purchasers of Series F preferred stock to purchase shares of the Company’s common stock in a concurrent private offering in connection with the Company’s initial public offering. Upon the completion of the Company’s IPO on July 5, 2017, all shares of the Redeemable Preferred Stock converted to common stock. As of each balance sheet date, Redeemable Preferred Stock consisted of the following: June 30, 2017 Preferred Shares Authorized Preferred Shares Issued and Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion Series A preferred stock 1,250,000 1,250,000 $ 1,250 $ 1,250 12,579 Series A-1 615,384 615,384 800 800 6,192 Series B preferred stock 3,706,056 3,706,056 1,506 1,506 372,955 Series C-1 5,934,050 5,934,050 6,997 7,000 597,167 Series C-2 8,689,144 8,689,144 10,248 10,250 874,423 Series D preferred stock 34,142,865 34,142,865 40,265 40,276 3,435,932 Series D-1 363,636 363,636 2,000 2,000 36,594 Series E preferred stock 12,715,822 3,788,240 4,455 4,469 381,225 Series E-1 24,264,705 3,285,832 4,460 4,469 330,666 Series E-2 9,226,082 8,927,582 10,498 10,531 898,418 Series E-3 21,237,785 20,978,873 28,478 28,531 2,111,187 Series F preferred stock 29,411,764 14,432,858 19,455 19,629 1,452,436 151,557,293 106,114,520 $ 130,412 $ 130,711 10,509,774 December 31, 2016 Preferred Shares Authorized Preferred Shares Issued and Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion Series A preferred stock 1,250,000 1,250,000 $ 1,250 $ 1,250 12,579 Series A-1 615,384 615,384 800 800 6,192 Series B preferred stock 3,706,056 3,706,056 1,506 1,506 372,955 Series C-1 5,934,050 5,934,050 6,997 7,000 597,167 Series C-2 8,689,144 8,689,144 10,248 10,250 874,423 Series D preferred stock 34,142,865 34,142,865 40,263 40,276 3,435,932 Series D-1 363,636 363,636 2,000 2,000 36,594 Series E preferred stock 12,715,822 3,788,240 4,453 4,469 381,225 Series E-1 24,264,705 7,697,597 10,446 10,469 774,639 Series E-2 9,226,082 8,927,582 10,493 10,531 898,418 Series E-3 21,237,785 16,567,108 22,483 22,531 1,667,214 Series F preferred stock 29,411,764 13,949,357 18,806 18,971 1,403,779 151,557,293 105,631,019 $ 129,745 $ 130,053 10,461,117 The holders of the Redeemable Preferred Stock had the following rights and preferences prior to conversion: Voting Rights The holders of the Redeemable Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to stockholders for a vote and have the right to vote the number of shares equal to the number of whole shares of common stock into which such holders of Redeemable Preferred Stock could convert on the record date for determination of stockholders entitled to vote. In addition, holders of the Senior Preferred Stock, voting as a single class, are entitled to elect three directors of the Company. The holders of the Junior Preferred Stock, voting as a single class, are entitled to elect two directors of the Company. Dividends The holders of the Redeemable Preferred Stock, in order of preference, are entitled to receive noncumulative dividends when and if declared by the Company’s board of directors. The Company may not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company unless the holders of the Redeemable Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Redeemable Preferred Stock in an amount at least equal to the greater of (i) $0.08 per share for Series A redeemable convertible preferred stock (“Series A preferred stock”), $0.104 per share for Series A-1 A-1 C-1 C-1 C-2 C-2 E-2 D-1 D-1 E-1 E-3 The Original Issue Price per share is $1.00 for Series A, $1.30 for Series A-1, C-1, Series C-2, D-1, E-1, E-2, E-3 Liquidation Preference In the event of any liquidation event, voluntary or involuntary, dissolution or winding up of the Company or Deemed Liquidation Event (as defined below), the holders of the then outstanding Series F preferred stock will be entitled to receive, prior and in preference to any distributions to the holders of the common stock and other preferred stock, $1.36 per share, plus any dividends declared but unpaid on the Series F preferred stock. After the payment of all preferential amounts to the holders of Series F preferred stock, then, to the extent available, the holders of the Series E-2 E-3 E-2 Series E-3 E-1, D-1 After the payment of all preferential amounts to the holders of Series E-2 E-3 E-1 E-1 D-1 After the payment of all preferential amounts to the holders of Series E and Series E-1 D-1 Series D-1 After the payment of all preferential amounts to the holders of the Senior Preferred Stock, then, to the extent available, the holders of Series C-1 C-2 C-1 C-2 A-1 After the payment of all preferential amounts to the holders of the Senior Preferred Stock and the Series C-1 C-2 A-1 After the payment of all preferential amounts to the holders of the Senior Preferred Stock, Series C-1, C-2 A-1 A-1 After payments have been made in full to the holders of the Redeemable Preferred Stock, then, to the extent available, the remaining amounts will be distributed among the holders of the shares of preferred stock and common stock, pro rata based on the number of shares held by each holder, treating for this purpose all such securities as if they had been converted to common stock immediately prior to such dissolution, liquidation or winding up of the Company. Unless 55% of the holders of the Senior Preferred Stock, voting together as a single class, elect otherwise, a Deemed Liquidation Event shall include a merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive license, or other disposition of substantially all of the assets of the Company. Conversion Each share of Redeemable Preferred Stock is convertible, at the option of the holder, at any time, and without the payment of additional consideration, or will automatically be converted into shares of common stock at the applicable conversion ratio then in effect (i) upon the closing of a firm commitment underwritten public offering at a price per share to the public, which when multiplied by the total number of shares of common stock then outstanding or then issuable upon conversion of outstanding Redeemable Preferred Stock immediately prior to the consummation of the offering, exceeds $150,000 and with at least $50,000 of gross proceeds to the Company or (ii) upon the vote or written consent of the holders of at least 55% of the outstanding shares of the Senior Preferred Stock, voting together as a single class. All shares that are required to be surrendered per the provisions above will be deemed to have been retired and canceled and may not be reissued as shares of preferred stock. The conversion ratio of each series of Redeemable Preferred Stock is determined by dividing the Original Issue Price of each series of preferred stock by the Conversion Price of each series, except for Series D-1 D-1 A-1, C-1, C-2, E-2, E-1, E-3 Redemption Rights At the written election of at least 55% of the holders of the Senior Preferred Stock, voting together as a single class, the shares of Redeemable Preferred Stock outstanding are redeemable, at any time on or after December 22, 2020, in three equal annual installments commencing 60 days after receipt of the required vote, in an amount equal to the Original Issue Price per share of each series of Redeemable Preferred Stock plus all declared but unpaid dividends thereon. |