Convertible Preferred Stock and Stockholders' Equity (Deficit) | 7. Convertible preferred stock and stockholders’ equity (deficit) 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 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 convertible preferred stock were converted into 7,555,432 shares of common stock. As of September 30, 2021, there were no shares of Series 2 non-voting convertible The Company’s convertible preferred stock consisted of the following (in thousands, except share amounts): September 30, 2021 Preferred authorized Preferred shares issued and outstanding Carrying Value Liquidation Preference Common shares issuable upon conversion Series 1 convertible preferred stock 60,000,000 29,863,674 $ 225,383 $ 3 29,863,674 Series 2 non-voting convertible preferred stock 60,000,000 — — — — Undesignated 50,000,000 — — — — 170,000,000 29,863,674 $ 225,383 $ 3 29,863,674 December 31, 2020 Preferred authorized Preferred shares issued and outstanding Carrying Value Liquidation Preference 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 85,058 121,758 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 have various rights, privileges and features. The Company determined Voting 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. Conversion 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. Dividends 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. Liquidation preference 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. 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. 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. In February 2021, the Company issued and sold 15,870,000 shares of the Company’s common stock including 2,070,000 shares pursuant to the full exercise of the underwriter’ option to purchase additional shares, at a public offering price of $16.00 per share, for aggregate net proceeds of $232.5 million after deducting underwriting discounts, commissions and offering expenses The Company has reserved the following shares of common stock for future issuances: As of September 30, 2021 Shares reserved for conversion of outstanding Series 1 convertible preferred stock 29,863,674 Shares reserved for options to purchase Common Stock under the 2013 Equity Incentive Plan 6,707,003 Shares reserved for options to purchase Common Stock under the 2021 Equity Incentive Plan 1,455,141 Shares reserved for settlement of restricted stock units under the 2021 Equity Incentive Plan 310,520 Shares reserved for issuance under the 2021 Equity Incentive Plan 4,368,240 Shares reserved for issuance under the 2021 Employee Stock Purchase Plan 482,880 Total 43,187,458 |