Convertible preferred stock | 8. CONVERTIBLE PREFERRED STOCK The Company issued Series A-1 A-1 A-2 A-2 A-3 A-3 A-4 A-4 A-1 A-2 A-3 The Preferred Stock as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands, expect share and per share amounts): March 31, 2024 and December 31, 2023 Par Value Preferred Preferred Carrying Liquidation Common Stock Series A-1 $ 0.0001 4,118,120 4,118,120 $ 45,016 $ 54,308 4,118,120 Series A-2 $ 0.0001 1,649,188 1,649,188 21,654 21,749 1,649,188 Series A-3 $ 0.0001 696,516 696,516 9,187 7,348 696,516 Series A-4 $ 0.0001 361,659 361,659 4,770 4,054 361,659 6,825,483 6,825,483 $ 80,627 $ 87,459 6,825,483 Upon the issuance of each series of the Preferred Stock, the Company assessed the embedded conversion and liquidation features of the issued Preferred Stock and determined that such features did not require the Company to separately account for these features. The Preferred Stock have the following rights and privileges: Dividends The holders of the Preferred Stock are entitled to receive noncumulative dividends if and when declared by the Board at a rate of 8 Liquidation In the event of any involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, holders of the Preferred Stock shall be paid out of the assets of the Company available for distribution an amount per share equal to the greater of (i) the applicable original issue price, plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of the Preferred Stock been converted into shares of common stock. If the assets available for distribution to its stockholders are insufficient to pay the holders of shares of the Preferred Stock the full amount which they shall be entitled, the holders of shares of Preferred Stock shall share ratably in any distribution in proportion to the respective amounts which would otherwise be payable if all amounts payable were paid in full. Voting On any matter presented to the stockholders of the Company for their actions or consideration at any meeting of the Company, each holder of outstanding shares of Series A-1, A-3 A-4 A-2 Redemption The Preferred Stock is conditionally redeemable upon the occurrence of a Deemed Liquidation Event. A Deemed Liquidation Event is defined as (a) a merger or consolidation (an “event”) in which the Company is a constituent party (or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to the event), except those in which the shares Company’s stock outstanding immediately before the event continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following the event, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such event, the parent corporation of the surviving or resulting corporation and (b) the sale or disposition of the Company or one or more subsidiaries of the Company. Mandatory Conversion All outstanding shares of the Preferred Stock shall automatically convert into shares of common stock, at the conversion price upon either (a) the closing of the sale of shares of common stock to the public at a price of at least $39.56280 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock), in a firm-commitment underwritten initial public offering, resulting in at least $75.0 million of gross proceeds and in connection with such offering the common stock is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including the approval of a majority of the preferred directors or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the voting preferred stock (the “Requisite Holders”). As discussed in Note 14, all of the Company’s outstanding preferred stock converted into common stock immediately prior to the closing of the Merger. Optional Conversion Each share of the Preferred Stock shall be convertible at any time and from time to time and without the payment of additional consideration by the holder into such number of fully paid and non-assessable A-2 A-1 The conversion price for the Series A-1 A-2 A-3 A-4 | 8. CONVERTIBLE PREFERRED STOCK The Company issued Series A-1 A-1 A-2 A-2 A-3 A-3 A-4 A-4 Preferred Stock consisted of the following (in thousands, expect share and per share amounts): December 31, 2023 Par Value Preferred Preferred Stock Issued Carrying Liquidation Common Stock Series A-1 $ 0.0001 4,118,120 4,118,120 $ 45,016 $ 54,308 4,118,120 Series A-2 $ 0.0001 1,649,188 1,649,188 21,654 21,749 1,649,188 Series A-3 $ 0.0001 696,516 696,516 9,187 7,348 696,516 Series A-4 $ 0.0001 361,659 361,659 4,770 4,054 361,659 6,825,483 6,825,483 $ 80,627 $ 87,459 6,825,483 December 31, 2022 Par Value Preferred Preferred Stock Issued Carrying Liquidation Common Stock Series A-1 $ 0.0001 4,118,120 4,118,120 $ 45,016 $ 54,308 4,118,120 Series A-2 $ 0.0001 1,649,188 1,649,188 21,654 21,749 1,649,188 Series A-3 $ 0.0001 696,516 696,516 9,187 7,348 696,516 Series A-4 $ 0.0001 361,659 361,659 4,770 4,054 361,659 6,825,483 6,825,483 $ 80,627 $ 87,459 6,825,483 Upon the issuance of each series of the Preferred Stock, the Company assessed the embedded conversion and liquidation features of the issued Preferred Stock and determined that such features did not require the Company to separately account for these features. On September 7, 2022, the Company issued 2,446,372 shares of Series A-1 A-2 The Preferred Stock have the following rights and privileges: Dividends The holders of the Preferred Stock are entitled to receive noncumulative dividends if and when declared by the Board at a rate of 8% per annum. The Company may not declare, pay or set aside any dividends on shares of any other series of capital stock of the Company, other than dividends on common stock payable in common stock, unless the holders of the Preferred Stock first receive, or simultaneously receive, a dividend on each outstanding share of the Preferred Stock. No dividends were declared or paid during the year ended December 31, 2023 or 2022. Liquidation In the event of any involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, holders of the Preferred Stock shall be paid out of the assets of the Company available for distribution an amount per share equal to the greater of (i) the applicable original issue price, plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of the Preferred Stock been converted into shares of common stock. If the assets available for distribution to its stockholders are insufficient to pay the holders of shares of the Preferred Stock the full amount which they shall be entitled, the holders of shares of Preferred Stock shall share ratably in any distribution in proportion to the respective amounts which would otherwise be payable if all amounts payable were paid in full. Voting On any matter presented to the stockholders of the Company for their actions or consideration at any meeting of the Company, each holder of outstanding shares of Series A-1, A-3 A-4 A-2 Redemption The Preferred Stock is conditionally redeemable upon the occurrence of a Deemed Liquidation Event. A Deemed Liquidation Event is defined as (a) a merger or consolidation (an “event”) in which the Company is a constituent party (or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to the event), except those in which the shares Company’s stock outstanding immediately before the event continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following the event, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such event, the parent corporation of the surviving or resulting corporation and (b) the sale or disposition of the Company or one or more subsidiaries of the Company. Mandatory Conversion All outstanding shares of the Preferred Stock shall automatically convert into shares of common stock, at the conversion price upon either (a) the closing of the sale of shares of common stock to the public at a price of at least $39.56280 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock), in a firm-commitment underwritten initial public offering, resulting in at least $75.0 million of gross proceeds and in connection with such offering the common stock is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including the approval of a majority of the preferred directors or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the voting preferred stock (the “Requisite Holders”). Additionally, shares of Series A-1 A-2 Optional Conversion Each share of the Preferred Stock shall be convertible at any time and from time to time and without the payment of additional consideration by the holder into such number of fully paid and non-assessable A-2 A-1 The conversion price for the Series A-1 A-2 A-3 A-4 |