Convertible Preferred Stock | 6. Convertible Preferred Stock The Company issued Series A, Series B and Series C convertible preferred stock (collectively, the “Preferred Stock”). As of December 31, 2014, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 34,090,000 shares of Preferred Stock, $0.00001 par value. In September 2014, the Company entered into a stock purchase agreement pursuant to which the Company agreed to sell to the investors an initial issuance (the “First Tranche”) of 6,451,057 shares of Series B convertible preferred stock (the “Series B preferred stock”) at $1.65 per share for gross proceeds of $10,644 . Per the terms of that stock purchase agreement, upon the successful attainment of two specified milestones, the Company was entitled to call a second tranche of 6,451,057 shares of Series B preferred stock at $1.65 per share (the “purchased put option”). The Company had the right, but not the obligation, to exercise its purchased put option after successful attainment of the specified milestones as confirmed by a vote of five ‑sixths of the members of the Company’s board of directors and 60% of voting stockholders of the Company. The two milestones related to (i) the successful achievement of the primary efficacy endpoint and demonstrated safety of a specified Phase 2b clinical trial of A-101 in patients with SK, and (ii) the occurrence of an end of Phase 2 meeting with the U.S. Food and Drug Administration (“FDA”), as a result of which the FDA did not raise any objection to the Company proceeding to a Phase 3 clinical trial of A-101 in patients with SK. In connection with the initial issuance of Series B preferred stock in September 2014, the Company recorded the First Tranche transaction, net of issuance costs of $60 , and the $1,039 issuance ‑date fair value of the purchased put option. The purchased put option was recorded as a charge to accumulated deficit within stockholders’ deficit and as an increase to the carrying value of Series B preferred stock based on the Company’s conclusion that the purchased put option met the equity classification criteria at time of issuance as the purchased put option (i) was a freestanding financial instrument that did not require the Company to issue shares that are potentially redeemable and (ii) required gross physical settlement in all circumstances. The fair value of the purchased put option was determined on the date of its issuance using the Black ‑Scholes option ‑pricing model with the following assumptions and inputs: risk ‑free interest rate of 0.08% , expected term of nine months, expected volatility of 80.0% , no expecte d dividends and fair value of underlying instruments of $1.65 . The fair value calculation also included an estimate of a 60% probability of occurrence of the successful attainment of the specified milestones that triggered the Company’s ability to exercise the purchased put option, as well as an estimate of a 60% probability of the Company exercising the purchased put option, if it became exercisable. On August 28, 2015, the Company issued 12,944,984 shares of Series C convertible preferred stock (“Series C preferred stock”) at a price of $3.09 per share for gross proceeds of $40,000 . In connection with the closing of the Series C preferred stock financing, the terms of a qualified public offering requiring the conversion of all shares of the Company’s Preferred Stock into common stock were changed and the Series B preferred stock purchase agreement was amended to terminate the Company’s purchased put option with respect to a second tranche of Series B preferred stock. The Preferred Stock was subject to redemption under certain deemed liquidation events, and as such, the Preferred Stock was considered contingently redeemable for accounting purposes. Accordingly, the Preferred Stock was recorded within temporary equity in the consolidated financial statements. The Company has not adjusted the Preferred Stock to its redemption amount at each reporting period, as the redemption of such Preferred Stock was not deemed probable of occurrence during the periods presented. The redemption of the Preferred Stock was not considered probable as the redemption was contingent on the occurrence of such deemed liquidation events which the Company concluded were not probable for the periods presented. Preferred Stock consisted of the following at December 31, 2014: December 31, 2014 Preferred Common Preferred Shares Stock Issuable Shares Issued and Carrying Liquidation Upon Authorized Outstanding Value Preference Conversion Series A redeemable convertible preferred stock $ $ Series B redeemable convertible preferred stock $ $ The holders of the Preferred Stock had the following rights and preferences prior to their conversion under the Company’s IPO: Dividends The holders of Preferred Stock were entitled to receive, on a pari passu basis, cumulative dividends, in cash, at the rate of 8% per year on the applicable Original Issue Price (as defined below) and accrued but unpaid dividends. Dividends accrued on a daily basis, whether or not earned or declared, irrespective of the availability of profits or surplus and compounded annually on the anniversary of the date of original issuance. Dividends on the Preferred Stock were payable upon redemption of the Preferred Stock or upon liquidation. The Original Issue Price for Series A, Series B, and Series C convertible preferred stock was $1.00 , $1.65 , and $3.09 , respectively, per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or recapitalization affecting the Preferred Stock. In addition, if dividends had been declared on shares of common stock, the Company was required to declare at the same time a dividend payable to the holders of Preferred Stock equivalent to the dividend amount they would have received if each preferred share were converted into common stock. The Company was not permitted to pay dividends to common stockholders until all dividends accrued or declared but unpaid on the Preferred Stock had been paid in full. Liquidation Preference In the event of any liquidation dissolution or winding up of the Company, either voluntary or involuntary, or in the event of Deemed Liquidation Event (as defined below), holders of Preferred Stock were entitled to receive, in preference to all other stockholders, and to the extent available, an amount equal to the Original Issue Price, adjusted for any stock dividends, stock splits or recapitalizations, plus any accruing dividend accrued but unpaid, whether or not earned or declared. In the event that proceeds were not sufficient to permit payment in full to these holders, the proceeds would have been ratably distributed among the holders of Preferred Stock on a pari passu basis to the full preferential amount each such holder was otherwise entitled to receive. After payments had been made in full to the holders of Preferred Stock, then, to the extent available, holders of the common stock and Preferred Stock were entitled to participate in the distribution of the remaining assets, pro rata based on the number of shares of common stock held by each (on an as-converted to common basis). Unless the holders of at least 60% of the then outstanding shares of the Preferred Stock, voting together as a single class on an as-converted basis, elected otherwise, a Deemed Liquidation Event would have included 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 all or substantially all of the assets of the Company. Conversion Each share of Preferred Stock was convertible into common stock at the option of the stockholder at any time after the date of issuance. Each share of the Preferred Stock would have been converted into shares of common stock, at the applicable conversion ratio of each series of Preferred Stock then in effect, upon the earlier of (i) a qualified public offering with net proceeds of not less than $40,000 and a price of not less than $12.80 per share, subject to appropriate adjustment for any stock dividend, stock split, combination or other similar recapitalization, and (ii) the date specified by written consent or agreement of the holders of 60% of the then-outstanding shares of Preferred Stock voting together as a single class (on an as-converted basis). The conversion ratio of each series of Preferred Stock was determined by dividing the Original Issue Price of each series of preferred stock by the Conversion Price of each series. The Conversion Price of each series was $3.45 for Series A, $5.6925 for Series B, and $10.6605 for Series C and was subject to adjustment as set forth in the Company's certificate of incorporation, as amended and restated. As of December 31, 2014, all outstanding shares of Series A, Series B, and Series C preferred stock were convertible into common stock on a 3.45 -for-one basis. Redemption At the written election of the holders of at least 60% of the outstanding Series A preferred stock, voting together as a single class, the shares of Series A preferred stock outstanding could have been redeemed at any time on or after September 30, 2019, in three annual installments commencing sixty days after receipt of the required vote, at the Original Issue Price per share of Series A preferred stock plus all accruing dividends accrued thereon, whether or not declared, together with any other dividends declared but unpaid thereon. At the written election of the holders of at least 60% of the outstanding Series B preferred stock, voting together as a single class, the shares of Series B preferred stock outstanding could have been redeemed at any time on or after September 30, 2019, in three annual installments commencing sixty days after receipt of the required vote, at the Original Issue Price per share of Series B preferred stock plus all accruing dividends accrued thereon, whether or not declared, together with any other dividends declared but unpaid thereon. The Company would have redeemed the shares on a pro rata basis in accordance with the number of shares of Series A or Series B preferred stock held by each stockholder. No shares of Series A preferred stock shall be redeemed so long as any shares of Series B preferred stock remain issued and outstanding. There was no redemption feature associated with the Series C preferred stock. In connection with the closing of the Series C preferred stock financing, the redemption rights of the Series A and Series B preferred stock were removed as of August 25, 2015. As a result of the removal of the redemption rights the Company ceased recording accretion of the carrying values of Series A and Series B preferred stock to their respective redemption values through September 30, 2019, which had been the first required redemption date. The accretion for the year ended December 31, 2015 represents both the issuance costs and cumulative accrued but unpaid dividends through August 28, 2015. Subsequent to August 28, 2015, the Company was no longer required to record the accumulated undeclared dividends on its balance sheet, but is required to deduct accumulated undeclared dividends as part of its loss per share calculation. Voting Rights The holders of Preferred Stock were entitled to vote, together with the holders of common stock, on all matters submitted to stockholders for a vote. Holders of Preferred Stock had the right to vote the number of shares equal to the number of shares of common stock into which such Preferred Stock could convert on the record date for determination of stockholders entitled to vote. The holders of the majority of Preferred Stock, voting separately as a class, were entitled to elect three directors of the Company. As discussed in Note 1, the Company completed its IPO in October 2015. Upon the closing of the IPO, all of the Company’s outstanding Preferred Stock was converted into an aggregate total of 11,677,076 shares of common stock. Also in connection with the IPO, the Company amended and restated its certificate of incorporation and authorized 10,000,000 shares of undesignated preferred stock. No shares of preferred stock were outstanding at December 31, 2015. |