Convertible Preferred Stock | CONVERTIBLE PREFERRED STOCK On March 2, 2020, the Company authorized the sale and issuance of up to 9,049,783 shares of Series C Preferred Stock, par value $0.0001 per share, of which 4,169,822 shares were sold at a purchase price of $13.43 per share for gross proceeds of $56.0 million. Issuance costs were approximately $0.2 million. As part of the Company's Series C Preferred Stock issuance, 3,078,968 of the shares were issued to affiliates of members of the Board including entities affiliated with OrbiMed, entities affiliated with Pontifax, Arkin Bio Ventures Limited Partnership, entities affiliated with Partners Innovation Fund and Jasbir Seehra, Ph. D,. All issued shares reflect the reverse stock split effected March 31, 2020 while the Board authorized shares reflect the original number of shares authorized pre-split. As of March 31, 2020 and December 31, 2019, Preferred Stock consisted of the following (in thousands, except share data): MARCH 31, 2020 PREFERRED PREFERRED STOCK ISSUED AND OUTSTANDING CARRYING LIQUIDATION COMMON STOCK ISSUABLE UPON CONVERSION Series A Preferred Stock 10,000,000 4,607,652 $ 9,891 $ 12,471 4,607,652 Series A-1 Preferred Stock 800,000 368,612 944 1,191 368,612 Series B-1 Preferred Stock 3,427,004 1,579,043 9,106 12,826 1,579,043 Series B-2 Preferred Stock 3,062,891 — — — — Series C Preferred Stock 9,049,783 4,169,822 55,781 56,356 4,169,822 26,339,678 10,725,129 $ 75,722 $ 82,844 10,725,129 DECEMBER 31, 2019 PREFERRED PREFERRED STOCK ISSUED AND OUTSTANDING CARRYING LIQUIDATION COMMON STOCK ISSUABLE UPON CONVERSION Series A Preferred Stock 10,000,000 4,607,652 $ 9,891 $ 12,271 4,607,652 Series A-1 Preferred Stock 800,000 368,612 944 1,171 368,612 Series B-1 Preferred Stock 3,427,004 1,579,043 9,106 12,596 1,579,043 Series B-2 Preferred Stock 3,062,891 — — — — 17,289,895 6,555,307 $ 19,941 $ 26,038 6,555,307 The following is a summary of the rights and privileges of the Preferred Stockholders as of March 31, 2020. Conversion: Shares of Preferred Stock are convertible, at the option of the holder, at any time, into shares of common stock. The number of shares is determined by dividing the original issuance price by the conversion price. As such, the shares of Preferred Stock effectively convert on a one-for-one basis. These rights terminate in the event of a liquidation or winding up of the Company. No fractional shares will be issued. Liquidation Preference: While the Preferred Stock is not redeemable, the shares are redeemable for cash in certain change of control events that are beyond the control of the Company. In the event of any liquidation or Deemed Liquidation Event (as defined in the Company’s articles of incorporation), the Preferred Stockholders are entitled to the greater of (i) the original issue price of the Preferred Stock plus any accrued dividends not yet paid plus any other dividends declared and unpaid or ii) the amount payable had all classes of shares been converted to common stock. In the event of a Deemed Liquidation Event, if the assets of the Company available for distribution are insufficient to pay the Preferred Stockholders in the full amount to which they are entitled, the Preferred Stockholders shall share ratably in any distribution of the assets available for distribution in proportion to the number of shares of Preferred Stock that they hold. Note that in relation to the above, the holders of Series C Preferred Stock are entitled to be paid out prior to the holders of common stock, Series A Preferred Stock, Series A-1 Preferred Stock and Series B-1 Preferred Stock. Dividends: Dividends accrue at a rate of $0.17, $0.22, $0.58263 and $1.07439 per share, per year on the anniversary of the issuance date for Series A Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock, respectively. Dividends are cumulative; however, accrued dividends will be payable only if and when declared by the Board. Dividends on other classes of the Company’s stock may not be declared or paid unless the Preferred Stockholders are first paid (i) all dividends accrued and not yet paid plus (ii) the product of (a) dividends declared on an as converted basis and (b) Preferred Stock on an as converted basis. That is, if the Company declared dividends on outstanding common stock, Preferred Stockholders would receive both the dividends owed for the Preferred Stock plus that which would be owed if the Preferred Stock were converted to common stock. No dividends have been declared through March 31, 2020. |