Convertible Preferred Stock and Preferred Stock Warrants | Convertible Preferred Stock and Preferred Stock Warrants Convertible Preferred Stock As discussed further below, in connection with the IPO, on July 29, 2019, all outstanding shares of convertible preferred stock automatically converted into shares of common stock at a rate of one common share for each 1.219 shares of convertible preferred stock. The Company’s convertible preferred stock was classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. The preferred stock was contingently redeemable upon events that are outside of the Company’s control including liquidation, sale, or transfer of control of the Company. The Company had determined not to adjust the carrying values of the convertible preferred stock to liquidation preferences of such shares because of the uncertainty of whether or when such events would occur. Further, except for Series C preferred stock, the preferred stock was redeemable upon the majority vote of specified holders of the preferred stock. Information on liquidation and redemption terms applicable prior to the IPO are discussed further under Liquidation Provisions and Redemption Rights , respectively, below. On January 12, 2018, the Company issued 940,605 shares of Series F redeemable convertible preferred stock in exchange for $5.475 million in cash. In two subsequent closings on May 31, 2018 and June 8, 2018, the Company issued 783,248 and 85,711 additional shares, respectively, in exchange for $4,599,000 and $499,000 , respectively, in cash. The designations, rights and preferences that were associated with the Series F redeemable convertible preferred stock prior to the IPO are provided below. Proceeds of $94,000 from the sale of 16,127 of these shares were received in 2017 prior to issuance. These proceeds were initially recorded as a liability, but in in 2018 these proceeds were reclassified to convertible preferred stock when the shares were ultimately issued. In conjunction with the January 12, 2018 issuance of the Series F redeemable convertible preferred shares, the Company also issued warrants to purchase 67,233 additional shares of redeemable convertible preferred stock at $0.01 per share with an initial fair value of $473,000 . As a result of a 1-for-1.219 reverse stock split effected on July 11, 2019, the conversion price for each series of preferred stock was adjusted to be the original issue price multiplied by 1.219 . Immediately prior to the closing of the IPO, 9,973,884 shares of outstanding convertible preferred stock were automatically converted into 8,181,992 shares of common stock. In connection with the conversion, the Company derecognized the convertible preferred stock at their carrying values and allocated such amounts to common stock and additional paid-in capital effective July 29, 2019. Convertible preferred stock consisted of the following (in thousands, except share and per share data): Convertible preferred stock As of December 31, 2018 Shares Authorized Shares Issued and Outstanding Original Issue Price per Share Original Issue Value Accumulated and Undeclared Dividends Aggregate Liquidation Preference Carrying Value Series C 503,056 503,056 $3.4800 $ 1,751 $ 667 $ 2,417 $ 1,501 Redeemable convertible preferred stock As of December 31, 2018 Shares Authorized Shares Issued and Outstanding Original Issue Price per Share Original Issue Value Accumulated and Undeclared Dividends Aggregate Liquidation Preference Carrying Value Series A 533,711 533,711 $2.1400 $ 1,142 $ 713 $ 1,856 $ 1,142 Series B 816,654 816,654 $2.2500 1,837 983 2,820 1,932 Series D 756,416 756,416 $3.7700 2,852 1,340 4,191 2,852 Series E-1 842,641 829,642 $3.7700 3,128 1,095 4,223 3,099 Series E-2 949,725 934,433 $4.5776 4,277 1,503 5,780 4,277 Series E-2A 27,306 27,306 $4.5776 125 39 164 125 Series E-3 830,554 824,000 $5.3405 4,401 1,364 5,764 4,394 Series F 4,883,486 4,734,613 $5.8208 27,559 5,212 32,772 27,174 Total 9,640,493 9,456,775 $ 45,321 $ 12,249 $ 57,570 $ 44,995 Any discount to the original issue price was being accreted with a charge to additional paid-in capital over the period through the earliest date the redeemable convertible preferred stock could become redeemable. See the Redemption Rights section below for additional information. Unpaid cumulative accruing dividends were included in calculating the aggregate liquidation preference, but such dividends were not recorded in the financial statements since a liquidation event or a deemed liquidation did not become probable of occurring. See the Liquidation Provisions section below for additional information. The rights, preferences and privileges of the Series A, Series B, Series C, Series D, Series E-1, Series E-2, Series E-2A, Series E-3, and Series F convertible preferred stock that existed prior to the IPO are as follows: Dividends The holders of the outstanding shares of Series A, Series B, Series C, Series D, Series E-1, Series E-2, Series E-2A, Series E-3, and Series F convertible preferred stock were entitled to receive, when and if declared by the Board of Directors, a cash dividend in the following order of preference and at the rates per annum noted: Convertible Preferred Stock Class Annual Dividend Rate Series F $ 0.46570 Series E-3 $ 0.42720 Series E-2A $ 0.36620 Series E-2 $ 0.36620 Series E-1 $ 0.30160 Series D $ 0.30160 Series C $ 0.27840 Series B $ 0.18000 Series A $ 0.17120 The right to receive dividends on shares of convertible preferred stock was not cumulative, and no right to such dividends accrued to holders of convertible preferred stock by reason of the fact that dividends on said shares were not declared or paid in any calendar year. However, refer to Liquidation Provisions below for information regarding cumulative dividends that would have been payable upon a liquidation event or a deemed liquidation event. Conversion Rights Each share of Series A, Series B, Series C, Series D, Series E-1, Series E-2, Series E-2A, Series E-3, and Series F convertible preferred stock was, at the option of the holder, convertible at any time into that number of fully paid and non-assessable shares of common stock determined by dividing the original issue price by the conversion price. The conversion price for each series of convertible preferred stock was initially the original issue price of such series of convertible preferred stock and was subject to adjustment in accordance with the conversion provisions contained in the Company’s Amended and Restated Certificate of Incorporation. As a result of a 1-for-1.219 reverse stock split effected on July 11, 2019, the conversion price for each series of convertible preferred stock was the original issue price multiplied by 1.219 . Each share of convertible preferred stock could have been automatically be converted into shares of common stock based on the then effective conversion price (i) upon the affirmative election of the holders of at least a majority of the outstanding shares of Series E-1, Series E-2, Series E-2A, Series E-3, and Series F convertible preferred stock or (ii) immediately upon the closing of a firmly underwritten public offering filed under the Securities Act of 1933, as amended, covering the offer and sale of common stock for the account of the Company in which the gross cash proceeds to the Company are at least $30 million . The closing of the Company’s IPO satisfied the conditions for an automatic conversion of the shares of convertible preferred stock into shares of common stock. Liquidation Provisions Upon a liquidation event (any liquidation, dissolution or winding up on the Company, whether voluntary or involuntary) or a deemed liquidation event (generally, a change of control of the Company or the sale of substantially all the assets or intellectual property of the Company), the holders of Series A, Series B, Series C, Series D, Series E-1, Series E-2, Series E-2A, Series E-3, and Series F convertible preferred stock would have been entitled to distributions based on the liquidation value of the stock, which was initially set equal to the original issue price for the series of convertible preferred stock, plus any unpaid cumulative accruing dividends, at the annual dividend rates provided above, accruing from the date of issuance of the shares of convertible preferred stock, plus any other declared and unpaid dividends. Regarding liquidation preferences, the holders of each successive series of preferred stock would have been entitled to receive on a pari passu basis and prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any prior-issued preferred stock, or common stock, the liquidation preference specified for each share of preferred stock. Voting Rights Each holder of convertible preferred stock was entitled to the number of votes equal to the number of shares of common stock into which the shares of convertible preferred stock could have been converted. Holders of the convertible preferred stock were entitled to vote on all matters on which the holders of common stock were entitled to vote. Redemption Rights The holders of at least a majority (voting together as a single class and not as a separate series, and on an as-converted basis) of the then-outstanding shares of Series A preferred stock, Series B preferred stock, Series D preferred stock, Series E-1 preferred stock, Series E-2 preferred stock, Series E-2A preferred stock, Series E-3 preferred stock and Series F preferred stock (the “Redemption Stock”), and the holders of at least a majority (voting together as a single class and not as a separate series, and on an as-converted basis) of the then-outstanding shares of Series E-1 preferred stock, Series E-2 preferred stock, Series E-2A preferred stock, Series E-3 preferred stock and Series F preferred stock could have requested, in writing, and any time after five years from the date of first issuance of Series F preferred stock (i.e., five years from July 15, 2015), the redemption of all outstanding shares of the Redemption Stock. However, on July 10, 2019, the earliest redemption date was effectively changed to July 15, 2025, in connection with an amendment to the Company’s Amended and Restated Certificate of Incorporation. The Company, upon such written request, would have been required to redeem all outstanding shares in three equal annual installments beginning on the date specified in the redemption request, which date could not have been less than 90 days after the Company’s receipt of such request. The redemption price would have been the original issue price of the preferred stock plus an amount for all declared and unpaid dividends thereon. Preferred Stock Warrant Liabilities The Company previously issued warrants to purchase shares of its convertible preferred stock. The warrant provided the holder the option to purchase a specified number of shares of a particular series of the Company’s convertible preferred stock for a specified price. The holder may exercise the warrant in cash or exercise pursuant to a cashless exercise whereby a calculated number of shares are withheld upon exercise to satisfy the exercise price. The warrants do not provide the holder any voting rights until the warrants are exercised. In accordance with their terms, in connection with the IPO, all outstanding warrants to purchase shares of convertible preferred stock became exercisable for shares of common stock at a rate of one common stock warrant for every 1.219 preferred stock warrants. Exercise prices of the warrants were also adjusted upon conversion by multiplying each of the exercise prices by 1.219 . Immediately prior to the closing of the IPO, certain outstanding warrants to purchase shares of Series F convertible redeemable preferred stock were net exercised for an aggregate of 27,207 shares of common stock. In accordance with ASC 480-10, the Company accounted for preferred stock warrants outstanding as a liability at fair value and adjusted the instruments to fair value at each reporting period. This liability was subject to re-measurement at each balance sheet date until exercised, and any change in fair value was recognized in the Company’s statements of operations and comprehensive loss as other income (expense), net. The fair value of the warrants issued by the Company was estimated using a Black-Scholes model at each measurement date. Refer to Note 10 for additional information on the fair value measurement assumptions and changes in the fair value of the preferred stock warrants recorded on the Company’s balance sheets. Warrants to purchase redeemable convertible preferred shares consisted of the following: As of December 31, 2018 Warrants Year of First Issuance Shares Exercise Price Year of Expiration Exercised Expired Outstanding Series A Preferred Stock 2008 108,057 $2.1400 2015 (96,375 ) (11,682 ) — Series B Preferred Stock 2010 86,667 $2.2500 2017 (86,667 ) — — Series E-1 Preferred Stock 2014 16,249 $3.7700 2024 (3,250 ) — 12,999 Series E-2 Preferred Stock 2014 15,292 $4.5776 2024 — — 15,292 Series E-3 Preferred Stock 2015 6,554 $5.3405 2024 — — 6,554 Series F Preferred Stock 2016 103,090 $5.8208 2026-2028 — — 103,090 Series F Preferred Stock 2018 67,233 $0.0100 2023 (32,951 ) — 34,282 Total 403,142 (219,243 ) (11,682 ) 172,217 In connection with the preferred stock warrants becoming exercisable for common stock, the Company reclassified the preferred stock warrant liability balance to additional paid-in capital effective July 29, 2019 due to meeting the criteria under U.S. GAAP for classification in stockholders’ equity. See Note 13 for information on outstanding common stock warrants at December 31, 2019 . |