Equity [Text Block] | 7. The Company amended and restated its certificate of incorporation (as amended, the “Amended Certificate”) such that it is authorized to issue 29,000,000 shares of common stock (25,500,000 voting and 3,500,000 non-voting) and 20,655,895 shares of preferred stock, with 2,241,903 shares designated as Series A- 1 1 2 2 The following table summarizes outstanding convertible preferred stock (in thousands, except share and per share amounts): September 30, 2024 and December 31, 2023 September 30, 2024 Issued and Original Issue Authorized Outstanding Liquidation Price Per Share Shares Shares Preference Series A-1 Preferred $ 1.31 2,241,903 2,241,903 $ 2,937 Series A-2 Preferred $ 1.64 1,240,134 1,240,134 2,034 Series B Preferred $ 3.19 1,533,528 1,533,528 4,892 Series C Preferred $ 5.29 8,509,995 8,509,995 45,000 Series D Preferred $ 5.29 7,130,335 1,835,227 11,200 20,655,895 15,360,787 $ 66,063 The rights and preferences of the Series A‑1 A‑2 Dividends The Series D Preferred holders, in preference to holders of any other series of the Company’s stock, are entitled to cumulative dividends in an amount in cash equal to 8% of the applicable Series D Preferred original issue price of $5.29 per annum on each outstanding share of such Series D Preferred calculated from the date of issuance of such share, if and when declared by the Company’s board of directors. The Series C Preferred holders, in preference to holders of any other series of the Company’s stock other than the Series D Preferred, are entitled to non-cumulative dividends in an amount in cash equal to 8% of the applicable Series C Preferred original issue price of $5.29 per annum on each outstanding share of such Series C Preferred calculated from the date of issuance of such share, if and when declared by the Company’s board of directors. The holders of Preferred Stock and Common Stock are entitled to participate in the distribution of the dividend as they would have received if all outstanding shares of Preferred Stock had been converted into common stock on the date of such event, after all holders of the Series D Preferred and the Series C Preferred have received such dividend in full. No dividends were declared or paid as of September 30, 2024. September 30, 2024 December 31, 2023, Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of the Series D Preferred shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a deemed liquidation event, as defined in the Amended Certificate, the holders of Series D Preferred then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such deemed liquidation event or out of the available proceeds, as applicable, before any payment shall be made to the holders of the Series A- 1 2 In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of the Series C Preferred shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a deemed liquidation event, as defined in the Amended Certificate, the holders of Series C Preferred then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such deemed liquidation event or out of the available proceeds, as applicable, before any payment shall be made to the holders of the Series A- 1 2 In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, after payment in full of the Series D Liquidation Amount to the holders of Series D Preferred and the Series C Liquidation Amount to the holders of the Series C Preferred, holders of shares of Series A- 1 2 1 2 1 2 1 2 1 2 Voting The holders of outstanding shares of Preferred Stock are entitled to vote on all matters and shall be entitled to vote based on the number of shares of common stock into which each share of the preferred stock is convertible. Redemption Preferred Stock is not not not not Conversion Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (a) the applicable original issue price by (b) the applicable conversion price in effect at the time of conversion. Preferred Stock automatically converts upon the closing of a firm commitment underwritten initial public offering of common stock, in which the price per share is at least two times the Series D original issue price, subject to adjustment, resulting in gross proceeds of at least $50.0 million to the Company. Preferred Conversion Price to Preferred Stock Common Stock Series A-1 Preferred $ 1.31 Series A-2 Preferred $ 1.64 Series B Preferred $ 3.19 Series C Preferred $ 5.29 Series D Preferred $ 5.29 For Preferred Stock, the preferred conversion price and the rate at which applicable shares may September 30, 2024 December 31, 2023, | 6. In December 2022, 3 not not not not not July 2024. In connection with the issuance of the Series D Preferred, the Company amended and restated its certificate of incorporation (as amended, the “Amended Certificate”) such that it is authorized to issue 29,000,000 shares of common stock (25,500,000 voting and 3,500,000 non-voting) and 20,655,895 shares of preferred stock, with 2,241,903 shares designated as Series A- 1 1 2 2 The following tables summarize outstanding convertible preferred stock (in thousands, except share and per share amounts): December 31, 2023 and 2022 December 31, 2023 Issued and Original Issue Authorized Outstanding Liquidation Price Per Share Shares Shares Preference Series A-1 Preferred $ 1.31 2,241,903 2,241,903 $ 2,937 Series A-2 Preferred $ 1.64 1,240,134 1,240,134 2,034 Series B Preferred $ 3.19 1,533,528 1,533,528 4,892 Series C Preferred $ 5.29 8,509,995 8,509,995 45,000 Series D Preferred $ 5.29 7,130,335 1,835,227 10,514 20,655,895 15,360,787 $ 65,377 The rights and preferences of the Series A‑1 A‑2 Dividends The Series D Preferred holders, in preference to holders of any other series of the Company’s stock, are entitled to cumulative dividends in an amount in cash equal to 8% of the applicable Series D Preferred original issue price of $5.29 per annum on each outstanding share of such Series D Preferred calculated from the date of issuance of such share, if and when declared by the Company’s board of directors. The Series C Preferred holders, in preference to holders of any other series of the Company’s stock other than the Series D Preferred, are entitled to non-cumulative dividends in an amount in cash equal to 8% of the applicable Series C Preferred original issue price of $5.29 per annum on each outstanding share of such Series C Preferred calculated from the date of issuance of such share, if and when declared by the Company’s board of directors. The holders of Preferred Stock and Common Stock are entitled to participate in the distribution of the dividend as they would have received if all outstanding shares of Preferred Stock had been converted into common stock on the date of such event, after all holders of the Series D Preferred and the Series C Preferred have received such dividend in full. No dividends were declared or paid as of December 31, 2023. December 31, 2023 December 31, 2022. Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of the Series D Preferred shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a deemed liquidation event, as defined in the Amended Certificate, the holders of Series D Preferred then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such deemed liquidation event or out of the available proceeds, as applicable, before any payment shall be made to the holders of the Series A- 1 2 In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of the Series C Preferred shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a deemed liquidation event, as defined in the Amended Certificate, the holders of Series C Preferred then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such deemed liquidation event or out of the available proceeds, as applicable, before any payment shall be made to the holders of the Series A- 1 2 In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, after payment in full of the Series D Liquidation Amount to the holders of Series D Preferred and the Series C Liquidation Amount to the holders of the Series C Preferred, holders of shares of Series A- 1 2 1 2 1 2 1 2 1 2 Voting The holders of outstanding shares of Preferred Stock are entitled to vote on all matters and shall be entitled to vote based on the number of shares of common stock into which each share of the preferred stock is convertible. Redemption Preferred Stock is not not not no Conversion Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (a) the applicable original issue price by (b) the applicable conversion price in effect at the time of conversion. Preferred Stock automatically converts upon the closing of a firm commitment underwritten initial public offering of common stock, in which the price per share is at least two times the Series D original issue price, subject to adjustment, resulting in gross proceeds of at least $50.0 million to the Company. Preferred Conversion Price to Preferred Stock Common Stock Series A-1 Preferred $ 1.31 Series A-2 Preferred $ 1.64 Series B Preferred $ 3.19 Series C Preferred $ 5.29 Series D Preferred $ 5.29 For Preferred Stock, the preferred conversion price and the rate at which applicable shares may December 31, 2023 2022, |