Redeemable Convertible Preferred Stock | 6. Redeemable Convertible Preferred Stock As of September 30, 2020, the authorized capital stock of the Company included 53,644,314 shares of $0.0001 par value Preferred Stock, of which 8,075,799 shares were designated as Series A Preferred Stock, 14,913,704 shares were designated as Series B Preferred Stock, 2,666,666 shares were designated as Series B-1 C-1 B-1 B-1 On January 20, 2020, the Company granted two investors holding 5,825,243 shares of Series C Preferred Stock that were purchased in December 2019 the option to put their shares back to the Company at the original issuance price. On February 19, 2020 and March 3, 2020, the investors exercised their put option in full via the execution of Stock Redemption and Release Agreements in order to effect the repurchase. Pursuant to the Stock Redemption and Release Agreements, the Company agreed to repurchase a total of 5,825,243 shares of Series C Preferred Stock at the original issuance price of $5.15 per share, for an aggregate cash repurchase price of $30.0 million. Under the terms of the Stock Redemption and Release Agreements, the investors waived their right to cumulative dividends that had accumulated from the original issuance date through the date of repurchase. The 5,825,243 shares of Series C Preferred Stock were retired upon repurchase, and subsequently authorized for reissuance pursuant to a waiver to the Company’s Amended and Restated Certificate of Incorporation entered into by the Company and the holders of the Preferred Stock. The Company determined that the additional put right that was granted to the investors represented a modification of the affected shares of Series C Preferred Stock, but that it did not result in incremental value to the shareholders. As there was no incremental value associated with the modification, there was no impact to the accounting for the Series C Preferred Stock. The Company also determined that the put right did not require bifurcation, as it does not contain the characteristics of a derivative instrument. Further, the Company determined that the shares of Series C Preferred Stock that were subject to repurchase did not become mandatorily redeemable until the execution of the Stock Redemption and Release Agreements because the parties did not have an unconditional legal obligation to complete the redemptions until the associated agreements were finalized. Such determination was made in consultation with legal counsel. Accordingly, the Company recorded each of the redemptions on the respective date of repurchase and recognized a gain on repurchase equal to the difference between the repurchase price and the carrying value of the Series C Preferred Stock on the respective date of repurchase. The aggregate gain of $0.5 million was recorded upon repurchase as an adjustment to accumulated deficit in the statement of redeemable convertible preferred stock and stockholders’ deficit. The gain relates exclusively to the dividends accrued on the repurchased shares, which were waived by the investors as part of the Stock Redemption and Release Agreements. On April 15, 2020 and May 8, 2020, the Company completed additional closings for the sale and issuance of its Series C Preferred Stock for a total of 4,563,108 shares at $5.15 per share for aggregate cash proceeds of $23.5 million, less an immaterial amount of issuance costs. On July 24, 2020, the Company entered into the Series C-1 , C-1 C-1 C-1 C-1 C-1 C-1 C-1 B-1 B-1 The Preferred Stock consisted of the following (in thousands, except share amounts): As of September 30, 2020 Shares Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Preference Redemption Value Common Stock Issuable Upon Conversion Series A Preferred Stock 8,075,799 8,075,799 $ 10,416 $ 10,416 $ 10,416 3,773,820 Series B Preferred Stock 14,913,704 14,913,704 52,648 52,648 52,648 6,969,173 Series B-1 2,666,666 2,666,666 11,029 11,029 11,029 1,246,133 Series C Preferred Stock 8,543,692 8,543,692 46,244 46,244 46,244 3,992,463 Series C-1 19,444,453 19,444,453 111,892 111,892 111,892 9,086,388 53,644,314 53,644,314 $ 232,229 $ 232,229 $ 232,229 25,067,977 As of December 31, 2019 Shares Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Preference Redemption Value Common Stock Issuable Upon Conversion Series A Preferred Stock 8,075,799 8,075,799 $ 9,932 $ 9,932 $ 9,932 3,773,820 Series B Preferred Stock 14,913,704 14,913,704 49,969 49,969 49,969 6,969,173 Series B-1 2,666,666 2,666,666 10,431 10,431 10,431 1,246,133 Series C Preferred Stock 11,067,963 9,805,827 50,789 50,789 50,789 4,582,257 36,724,132 35,461,996 $ 121,121 $ 121,121 $ 121,121 16,571,383 Common stock issuable upon conversion in the tables above represents shares of common stock issuable upon an automatic conversion in the event of a qualified public offering, pursuant to the Company’s Amended and Restated Certificate of Incorporation. As of September 30, 2020, the applicable conversion price for the Series A Preferred Stock, Series B Preferred Stock, Series B-1 C-1 The Company’s cumulative dividends on its Preferred Stock were as follows (in thousands): As of September 30, As of December 31, Series A Preferred Stock $ 2,340 $ 1,857 Series B Preferred Stock 7,907 5,228 Series B-1 1,029 431 Series C Preferred Stock 2,244 289 Series C-1 1,642 — $ 15,162 $ 7,805 |