| Convertible Preferred Stock | 7. Convertible Preferred Stock
As of September 30, 2018, the Company had issued
Series A, Series B, Series D,
Series E, Series E-1
In March 2018, the Company issued and sold an aggregate of
68,500,000 shares of Series F convertible preferred stock
(the “Series F Preferred Stock”), at a price of
$1.00 per share, for proceeds of $68.4 million, net of
issuance costs of $0.1 million. In April 2018, the Company
issued and sold an aggregate of 31,250,000 shares of
Series F Preferred Stock in two additional closings, at a
price of $1.00 per share for proceeds of $31.2 million, net of
issuance costs of less than $0.1 million. In connection with
the issuance of the Series F Preferred Stock, the holders of
the previously outstanding Preferred Stock agreed to remove their
cumulative dividend rights and waive certain anti-dilution rights.
The Company assessed whether this change to the previously
outstanding shares of Series A, B, D, E
and E-1
As of December 31, 2017, the Preferred Stock consisted of the
following (in thousands, except share amounts):
December 31, 2017
Preferred Stock Preferred Stock Carrying Value Liquidation Common Stock
Series A preferred stock 32,270,000 32,158,888 $ 32,024 $ 32,159 2,921,133
Series B preferred stock 31,416,665 31,041,665 36,933 37,250 2,819,656
Series D preferred stock 3,125,000 3,125,000 4,938 5,000 283,855
Series E preferred stock 24,810,759 24,810,759 55,749 55,824 2,897,577
Series E-1 27,769,382 27,730,865 43,584 48,529 2,518,915
119,391,806 118,867,177 $ 173,228 $ 178,762 11,441,136
On July 23, 2018, upon the closing of the Company’s IPO,
all outstanding convertible preferred stock automatically converted
into shares of common stock.
Prior to the closing of the IPO, the holders of the Preferred Stock
had the following rights and preferences:
Voting
The holders of Preferred Stock were entitled to vote, together with
the holders of common stock, on matters submitted to stockholders
for a vote. The holders of Preferred Stock were entitled to the
number of votes equal to the number of shares of common stock into
which each such share of Preferred Stock could then convert.
Conversion
Each share of Preferred Stock was convertible at the option of the
holder at any time after the date of issuance. Each share of
Preferred Stock would have been automatically converted into shares
of common stock at the applicable conversion ratio then in effect
(i) upon the closing of a firm commitment public offering with
at least $35 million of gross proceeds to the Company, and at
a price of at least $1.00 per share, subject to appropriate
adjustment in the event of any stock split, stock dividend,
combination or other similar recapitalization, or, (ii) upon
the written consent of at least a majority of the holders of the
then-outstanding shares of Preferred Stock voting together as a
single class on an as-converted Series E-1 Series E-1 Series E-1
Dividends
As of December 31, 2017, the holders of Series E
and Series E-1 Series E-1 Series E-1 Series E-1 Series E-1
As of March 22, 2018, the holders of Preferred Stock were no
longer entitled to cumulative dividends. Prior to the closing of
the IPO, the holders of
Series E, Series E-1 non-cumulative Series E-1 Series E-1 non-cumulative Series E-1 Series E-1
Liquidation
In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of Series E-1 Series E-1 Series E-1
After the payment of the full liquidation amounts to the holders of
the Series E, Series E-1 Series E-1 Series E-1
Unless the holders of a majority of the then-outstanding shares of
Series A, Series B and Series D Preferred Stock,
voting together as a single class on an as-converted to Series E-1 as-converted |
