Convertible Preferred Stock and Stockholders' Equity (Deficit) | 7. Convertible preferred stock and stockholders’ equity (deficit) Convertible preferred stock The Equity Transactions Between November 2019 and December 2019, the Company entered into a series of transactions with its existing preferred stockholders and new investors, to (i) raise new capital in a sale of three new series of convertible preferred stock including Series C-1 Preferred, Series D-1 Preferred and Series D-2 Preferred, and (ii) condense its capital structure (Equity Transactions). All existing convertible preferred stockholders were given the opportunity to participate in the new capital raise but were subject to dilution for a lack of participation. The cash proceeds associated with the sale of the Series C-1 Preferred, Series D-1 Preferred and Series D-2 Preferred was to be received by the Company over three tranches of payments. During the second quarter of 2020, the Company received the Second Tranche Payment at a cash payment per share due and payable upon the Second Tranche Payment of $ 0.81 per share, resulting in net proceeds of $ 24.9 million, net of issuance costs of less than $ 0.1 million. In June 2020, the Company amended the Series C-1 and Series D-1 Stock Purchase Agreeme nt (SPA) to r evise the date by which the third tranche milestone must be met from October 1, 2020 to June 30, 2020, and as a result, the third tranche milestone was not met. Pursuant to the amendment, due to the third tranche milestone not being met, purchasers were not required to fund the Third Tranche Payment and as a result, 9,314,766 shares, 955,666 shares, and 2,387,171 shares of Series C-1 Preferred, Series D-1 Preferred and Series D-2 Preferred, respectively, were cancelled and transferred back to the Company for no consideration, as no consideration had previously been received for such shares. The Company determined that the amendment to the Series C-1 and Series D-1 SPA represented a modification but that no incremental expense would be recorded as the difference between the fair values of the Series C-1 Preferred, Series D-1 Preferred, and Series D-2 Preferred immediately before and after the amendment was insignificant. Series E preferred stock financing and Sixth Restated Certificate of Incorporation The Company’s June 2020 Sixth Amended Restated Certificate of Incorporation authorized the issuance of up to 77,427,646 shares of convertible preferred stock, of which 13,404,197 shares were designated as Series C-1 Preferred, 13,404,197 shares were designated as Series C-2 Preferred, 11,809,626 shares were designated as Series D-1 Preferred, 11,809,626 shares were designated as Series D-2 Preferred, 13,500,000 shares were designated as Series E-1 Preferred, and 13,500,000 shares were designated as Series E-2 Preferred. Between June and July 2020, the Company entered into a Series E Preferred Stock Purchase Agreement (Series E SPA) which resulted in the issuance of 2,289,899 shares of its Series E-1 Preferred and also conducted a rights offering with existing common, Series C-1 and Series D-1 preferred stockholders which resulted in the issuance of 11,187,189 shares of its Series E-2 Preferred, both at a purchase price of $ 7.42 per share, for total net proceeds of $ 99.7 million, net of issuances cost of $ 0.3 million. Existing stockholders who were party to the Series E SPA and participated in the rights offering purchased 1,035,932 shares of the Series E-1 Preferred issued and 11,187,189 shares of Series E-2 Preferred issued, amounting to gross proceeds of $ 90.7 million. Included in the terms of the Series E SPA and rights offering were written options to purchase additional shares of Series E-1 Preferred and E-2 Preferred under the same terms as those provided at the initial closing in June 2020. The Company concluded that the fair value of these financial instruments requiring recognition as liabilities at fair value was insignificant. Series F preferred stock financing and Seventh Restated Certificate of Incorporation The Company’s October 2020 Seventh Amended Restated Certificate of Incorporation authorized the issuance of up to 229,296,908 shares of convertible preferred stock, of which 13,404,197 shares were designated as Series C-1 Preferred, 13,404,197 shares were designated as Series C-2 Preferred, 11,809,630 shares were designated as Series D-1 Preferred, 11,809,630 shares were designated as Series D-2 Preferred, 13,477,088 shares were designated as Series E-1 Preferred, 13,477,088 shares were designated as Series E-2 Preferred, 18,633,312 shares were designated as Series F-1 Preferred, 18,633,312 shares were designated as Series F-2 Preferred, 57,324,227 shares were designated as Series 1 convertible preferred stock and 57,324,227 Series 2 convertible non-voting preferred stock. In October 2020, the Company entered into the Series F Preferred Stock Purchase Agreement (Series F SPA) and authorized the sale and issuance of up to an aggregate of 18,633,312 shares of both its Series F-1 Preferred and its Series F-2 Preferred, for an aggregate investment amount of up to approximately $ 153.8 million. In conjunction with entering the Series F SPA in October 2020, the Company issued 1,730,995 shares of its Series F-1 Preferred at a purchase price of $ 8.55 per share, resulting in total net proceeds of $ 14.4 million, net of issuance costs of $ 0.4 million (Series F Initial Closing). The Company held additional closings to sell up to the aggregate number of Series F-1 Preferred or Series F-2 Preferred shares remaining following the Series F Initial Closing. In November 2020, the Company issued and sold an additional 3,128,902 shares of its Series F-1 Preferred and 9,958,539 shares of its Series F-2 Preferred each at a purchase price of $ 8.55 per share, resulting in total net proceeds of $ 109.1 million, net of issuance costs of $ 2.8 million. Among the proceeds received from this financing, $ 92.0 million was from existing investors. Amended and Restated Certificate of Incorporation Immediately prior to the closing of the Company’s IPO in February 2021, the Company’s Board of Directors (Board of Directors) approved and the Company filed its amended and restated certificate of incorporation, which authorized the issuance of up to 170,000,000 of convertible preferred stock with a par value of $ 0.0001 per share, of which 60,000,000 shares have been designated as Series 1 convertible preferred stock and 60,000,000 shares have been designated Series 2 non-voting convertible preferred stock. Convertible preferred stock The Company had an aggregate 53,509,351 shares of historical convertible preferred stock issued and outstanding as of December 31, 2020. Upon the closing of the IPO, 42,705,056 affiliated convertible preferred stock with a carrying value of $ 225.4 million were converted into 29,863,674 Series 1 convertible preferred stock. The remaining 10,804,295 outstanding historical convertible preferred stock were converted into 7,555,432 shares of common stock. As of December 31, 2021, there were no shares of Series 2 non-voting convertible preferred stock outstanding. The Company’s convertible preferred stock consisted of the following (in thousands, except share amounts): December 31, 2020 Preferred Preferred Carrying Liquidation Common shares issuable upon conversion Series C-1 convertible preferred stock 13,404,197 13,404,197 39,756 $ 105,041 9,373,556 Series C-2 convertible preferred stock 13,404,197 — — — — Series D-1 convertible preferred stock 11,809,630 1,437,178 3,561 5,631 1,005,013 Series D-2 convertible preferred stock 11,809,630 10,372,452 24,365 40,641 7,253,461 Series E-1 convertible preferred stock 13,477,088 2,289,899 16,943 24,319 1,601,316 Series E-2 convertible preferred stock 13,477,088 11,187,189 82,766 118,808 7,823,208 Series F-1 convertible preferred stock 18,633,312 4,859,897 38,496 59,420 3,398,514 Series F-2 convertible preferred stock 18,633,312 9,958,539 85,058 121,757 6,964,012 Series 1 convertible preferred stock 57,324,227 — — — — Series 2 non-voting convertible preferred stock 57,324,227 — — — — 229,296,908 53,509,351 $ 290,945 $ 475,617 37,419,080 The Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock authorized and outstanding as of December 31, 2021 and the convertible preferred stock authorized and outstanding as of December 31, 2020 have various rights, privileges and features. The Company determined that none of the features required bifurcation from the underlying shares, either because they are clearly and closely related to the underlying shares or because they do not meet the definition of a derivative. The rights, preferences, and privileges of the Company’s Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock as of December 31, 2021 and the Company's convertible preferred stock as of December 31, 2020 are as follows: Voting As of December 31, 2021, the holders of our Series 1 convertible preferred stock are entitled to one vote per share. Holders of shares of our common stock and Series 1 convertible preferred stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, subject to the limitations described above. The Series 1 convertible preferred stock does not have cumulative voting rights. Holders of our Series 2 non-voting convertible preferred stock have no voting rights except as required by law or as set forth in our amended and restated certificate of incorporation. As of December 31, 2020, the holders of Series C-1 Preferred, Series D-1 Preferred, Series E-1 Preferred and Series F-1 Preferred (Voting Preferred Stock), voting as a separate class, shall be entitled to elect four members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors. The Series C-2 Preferred, Series D-2 Preferred, Series E-2 Preferred and Series F-2 Preferred (Non-Voting Preferred Stock) is non-voting. Any additional members of the Board shall be elected by the holders of common stock and Voting Preferred Stock, voting together as a single class. Each holder of the Voting Preferred Stock shall be entitled to the number of votes equal to the applicable number of shares of common stock into which the shares convert. Conversion As of December 31, 2021, the Series 1 convertible preferred stock is convertible, at the election of the holder, into Series 2 non-voting convertible preferred stock on a one-for- one basis at any time following the third anniversary of the closing of the IPO. Shares of Series 1 convertible preferred stock automatically convert to common stock on a one-for- one basis at any time at the discretion of the holder, or upon any sale or transfer of such shares of Series 1 convertible preferred stock. Conversion of the Series 2 non-voting convertible preferred stock is prohibited if the holder exceeds a specified threshold of voting security ownership. The Series 2 non-voting convertible preferred stock is convertible into common stock on a one -for-one basis, subject to adjustment for events such as stock splits, combinations and the like; provided that such holder shall not be entitled to convert the Series 2 non-voting convertible preferred in excess of that number of convertible preferred stock which upon giving effect or immediately prior to such conversion would cause the holder to exceed 4.99 % ownership or voting power individually or in aggregate with its affiliated holders. The 4.99% can be increased to up to 19.99 % by the holders of such shares with 61 days’ notice to the Company. Shares of Series 2 non-voting convertible preferred stock automatically convert to common stock on a one-for-one basis upon any sale or transfer of such shares of Series 2 non-voting convertible preferred stock. As of December 31, 2020, e ach share of the Company’s historical convertible preferred stock shall be convertible, at the option of the holder, into the number of common shares determined by dividing their original issuance by the conversion price then in effect for each series (Conversion Rate). Upon any increase or decrease in the conversion price for any series of convertible preferred stock, the Conversion Rates are appropriately increased or decreased. As of December 31, 2020, the conversion price was $ 7.84 per share for Series C-1 Preferred and Series C-2 Preferred, $ 3.92 per share for Series D-1 Preferred and Series D-2 Preferred, $ 10.62 per share for Series E-1 Preferred and Series E-2 Preferred and $ 12.23 per shares for Series F-1 Preferred and Series F-2 Preferred. Each share of the Company’s historical convertible preferred stock shall be automatically converted into fully-paid, non-assessable shares of common stock, in the sole and absolute discretion of such holder, as of December 31, 2020 at the then effective Conversion Rate of each such share (i) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (Securities Act), covering the offer and sale of the common stock, provided that the offering price per share is not less than $ 7.82 , as adjusted for recapitalizations as defined in the Series C-1 and D-1 SPA, the aggregate gross proceeds to the Company are not less than $ 50.0 million, and the shares of common stock are listed for trading on the New York Stock Exchange or Nasdaq, or (ii) upon the receipt by the Company of a written request for such conversion from the holders of a majority of the Company’s historical convertible preferred stock then outstanding (voting as a single class and on an as-converted basis), or, if later, the effective date for conversion specified in such requests. In the event of automatic conversion of the Company’s historical convertible preferred stock, each holder of convertible preferred who, together with its affiliates, hold in excess of 9.99 % of the number of shares of common stock outstanding immediately following such automatic conversion, shall have the option to convert any shares of the convertible preferred into either common stock or Series 1 convertible preferred stock, in the discretion of the holder. Subject to minimum outstanding share requirements and in addition to any other vote or consent required herein or by law, the vote or written consent of the holders of a majority of the outstanding convertible preferred shares and historical convertible preferred stock shall be necessary for approving certain actions, primarily those that may adversely impact the voting or other powers, preferences, or other special rights, privileges or restrictions of the Company’s convertible preferred stock. Dividends As of December 31, 2021, the Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock have the right to receive dividends first or simultaneously with payment of dividends on common stock. As of December 31, 2021 no such dividends had been declared or accrued . As of December 31, 2020, the Series C-1 Preferred, Series D-1 Preferred, Series D-2 Preferred, Series E-1 Preferred, Series E-2 Preferred, Series F-1 Preferred, and Series F-2 Preferred outstanding as of December 31, 2020 do not have rights to receive dividends nor participate in the Company’s earnings distribution. However, any such dividend or distribution is subject to the prior approval of these preferred stockholders. As of December 31, and 2020 no such dividends had been declared or accrued . Liquidation preference As of December 31, 2021, in the event of any liquidation or dissolution of the Company, holders of the Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock are entitled to receive $ 0.0001 per share prior to the payment of any amount to any holders of our capital stock ranking junior to the Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock and thereafter shall participate on an as-if-converted-to-common-stock basis. As of December 31, 2020, i n the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of Series C-1 Preferred, Series C-2 Preferred, Series D-1 Preferred, Series D-2 Preferred, Series E-1 Preferred, Series E-2 Preferred, Series F-1 Preferred and Series F-2 Preferred at December 31, 2020 shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the common stock by reason of their ownership of such stock, the greater of (i) an amount per share of $ 5.48 per share of Series C-1 Preferred and Series C-2 Preferred, $ 2.74 per share of Series D-1 Preferred and Series D-2 Preferred, $ 7.42 per share of Series E-1 Preferred and Series E-2 Preferred and $ 8.55 per share of Series F-1 Preferred and Series F-2 Preferred plus any declared but unpaid dividends as of December 31, 2020 or (ii) such amount per share as would have been payable had all shares of such series of Series C-1 Preferred, Series C-2 Preferred, Series D-1 Preferred, Series D-2 Preferred, Series E-1 Preferred, Series E-2 Preferred, Series F-1 Preferred and Series F-2 Preferred had been converted into common stock immediately prior to such liquidation, dissolution or winding up of the Company. If upon the liquidation, dissolution or winding up of the Company, the assets of the Company legally available for distribution to the holders of the Series C-1 Preferred, Series C-2 Preferred, Series D-1 Preferred, Series D-2 Preferred, Series E-1 Preferred , Series E-2 Preferred, Series F-1 Preferred and Series F-2 Preferred are insufficient to permit the payment to such holders of the full amounts, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series C-1 Preferred, Series C-2 Preferred, Series D-1 Preferred, Series D-2 Preferred, Series E-1 Preferred, Series E-2 Preferred, Series F-1 Preferred and Series F-2 Preferred in proportion to the full amounts they would otherwise be entitled to receive. Unless stockholders representing a majority of the then-outstanding Voting Preferred Stock, voting together as a single class, elect otherwise, a liquidation event is defined in the Company’s amended and restated certificate of incorporation to include (i) any liquidation, dissolution, or winding up of the Company, (ii) the merger or consolidation of the Company in which the holders of capital stock of the Company outstanding immediately prior to such merger or consolidation do not continue to represent immediately following such merger or consolidation at least 50 %, by voting power, of the outstanding capital stock of the resulting or surviving entity or (iii) a sale, lease, transfer or other disposition of all or substantially all of the Company’s assets. The Company classifies its historical convertible preferred stock outside of stockholders’ deficit because the shares contain liquidation features that are not solely within the Company’s control. Protective provisions Consent of the holders of a majority of the voting rights of the outstanding Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock is required for any amendment or change of the rights, preferences, privileges, or powers of, or the restrictions provided for the benefit of, the Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock. Redemption rights As of December 31, 2021 no shares of Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock are unilaterally redeemable by either the stockholders or the Company; however, the Company’s amended and restated certificate of incorporation provides that upon any liquidation event such shares shall be entitled to receive the applicable liquidation preference. Registration rights In March 2021, the Company entered into a registration rights agreement (the Registration Rights Agreement) with Baker Brothers Life Sciences, L.P. and 667, L.P. (the Baker Funds), holders of the Company’s Series 1 convertible preferred stock and related parties. The obligations of the Company regarding such registration rights include, but are not limited to, file a registration statement with the SEC for the registration of registrable securities, reasonable efforts to cause such registration statement to become effective, keep such registration statement effective for up to 30 days, prepare and file amendments and supplements to such registration statement and the prospectus used in connection with such registration statement, and notify each selling holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed. The terms of the registration rights provide for the payment of certain expenses related to the registration of the shares, including a capped reimbursement of legal fees of a single special counsel for the holders of the shares, but do not impose any obligations for the Company to pay additional consideration to the holders in case a registration statement is not declared effective. Under the Registration Rights Agreement, the Baker Funds also have the right to one underwritten offering per calendar year, but no more than two underwritten offerings or block trades in any twelve month period, to effect the sale or distribution of their registrable securities, subject to specified exceptions, conditions and limitations. The Registration Rights Agreement also includes customary indemnification obligations in connection with registrations conducted pursuant to the Registration Rights Agreement. Common Stock The Company’s February 2021 amended and restated certificate of incorporation authorized the issuance of up 200,000,000 shares of common stock, each having a par value of $ 0.0001 and entitled to one vote per share . No dividends have been declared or paid during the years ended December 31, 2021 or 2020. The Company has reserved the following shares of common stock for future issuances: December 31, 2021 2020 Shares reserved for conversion of outstanding Series C-1 Preferred Stock — 9,373,556 Shares reserved for conversion of outstanding Series D-1 Preferred Stock — 1,005,013 Shares reserved for conversion of outstanding Series D-2 Preferred Stock — 7,253,461 Shares reserved for conversion of outstanding Series E-1 Preferred Stock — 1,601,316 Shares reserved for conversion of outstanding Series E-2 Preferred Stock — 7,823,208 Shares reserved for conversion of outstanding Series F-1 Preferred Stock — 3,398,514 Shares reserved for conversion of outstanding Series F-2 Preferred Stock — 6,964,012 Shares reserved for conversion of outstanding Series 1 convertible 29,863,674 — Shares reserved for options to purchase common stock under the 5,939,604 7,737,095 Shares reserved for options to purchase common stock under the 2,650,807 — Shares reserved for issuance under the 2021 Equity Incentive Plan 3,842,773 — Shares reserved for settlement of restricted stock units under the 407,720 — Shares reserved for issuance under the 2021 Employee Stock Purchase Plan 482,880 1,928,256 Total 43,187,458 47,084,431 |