Convertible Preferred Stock | 5. Convertible Preferred Stock Series A Preferred Stock In 2018, the Company entered into the Series A Preferred Stock Purchase Agreement with its founding investors providing $25 million in Series A Preferred Stock equity financing and issued 3,209,240 shares of Series A Preferred Stock. Issuance costs associated with the transaction were $0.1 million. Series B Preferred Stock In 2019, the Company entered into the Series B Preferred Stock Purchase Agreements providing $35 million in Series B Preferred Stock equity financing and issued 3,853,864 shares of Series B Preferred Stock. Issuance costs associated with the transaction were $0.2 million. Series C Preferred Stock In 2021, the Company entered into the Series C Preferred Stock Purchase Agreements providing $100 million in Series C Preferred Stock equity financing and issued 8,553,168 shares of Series C Preferred Stock. Issuance costs associated with the transaction were $0.3 million. As of each balance sheet date, the preferred stock consisted of the following (in thousands, except for share data): June 30, 2021 Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion Series A Preferred Stock 26,315,790 3,209,240 $ 24,874 $ 32,484 3,209,240 Series B Preferred Stock 31,601,732 3,853,864 34,807 44,053 3,853,864 Series C Preferred Stock 70,136,064 8,553,168 99,730 105,342 8,553,168 Total 128,053,586 15,616,272 $ 159,411 $ 181,879 15,616,272 December 31, 2020 Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion Series A Preferred Stock 26,315,790 3,209,240 $ 24,874 $ 29,838 3,209,240 Series B Preferred Stock 31,601,732 3,853,864 34,807 39,037 3,853,864 Total 57,917,522 7,063,104 $ 59,681.00 $ 68,875 7,063,104 The terms and conditions of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively the Preferred Stock) as of June 30, 2021 were as follows: Dividends Dividends shall accrue at the rate of 8% compounded annually and are cumulative in nature (Accruing Dividends). Dividends are payable only when and if declared by the Company’s Board. The Company shall not declare, pay, or set aside any dividends on shares of any class of common stock, unless the holders of the Preferred Stock shall first receive dividends on each outstanding share of Preferred Stock in the amount of the accrued dividends unpaid as of such date. No dividends have been declared or paid as of December 31, 2020 and June 30, 2021. The cumulative dividends at June 30, 2021 totaled $21.9 million. Liquidation In the event of any liquidation, dissolution, or winding-up of the Company, which would include the sale of the Company, the holders of the Preferred Stock are entitled to a liquidation preference. The amount to be paid to the holders of Preferred Stock is an amount equal to the greater of (i) the original purchase price per share, plus all Accruing Dividends accrued but unpaid thereon applicable to the series of Preferred Stock (which Accruing Dividends shall be paid out in cash), whether or not declared, together with any other dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted to common stock prior to such liquidation, dissolution, or winding up of the Company. The original issue purchase price per share of the Series A Preferred Stock was $7.79 per share, the original issue price of the Series B Preferred Stock was $9.02 per share, and the original issue price of the Series C Preferred Stock was $11.70 per share. The holder of the Series C Preferred Stock are entitled to receive their respective liquidation preference with respect to the Series C Preferred Stock in full before any liquidation preference is paid upon the shares of Series A and B Preferred Stock. Then the holders of the Series B Preferred Stock are entitled to receive their respective liquidation preference with respect to the Series B Preferred Stock in full before any liquidation preference is paid upon the shares of Series A Preferred Stock. Any assets remaining following the preferential distribution to the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock would be available for distribution ratably among the holders of common stock. Voting The holders of the Preferred Stock are entitled to the number of votes equal to the number of shares of common stock into which the shares of the Preferred Stock held by each holder are then convertible. The holders of Preferred Stock are entitled to vote together with the holders of the Company’s common stock, as a single class, on all matters submitted to a vote of stockholders. In addition, the holders of Series A Preferred Stock are entitled to elect four (4) directors, holders of Series B Preferred Stock are entitled to elect two (2) directors and holders of Series C Preferred Stock are entitled to elect one (1) director. Conversion The holders of Preferred Stock shall have the right to convert, at the option of the holder, at any time, into shares of common stock by dividing the preferred stock original issuance price by the conversion price in effect at the time. The initial Series A Preferred Stock conversion price is $7.79 per share, the initial Series B Preferred Stock conversion price is $9.02 per share and the initial Series C Preferred Stock conversion price is $11.70 per share, subject in each case to certain adjustments to reflect the issuance of common stock, options, warrants, or other rights to subscribe for or to purchase shares of the Company’s common stock for a consideration per share less than the conversion price then in effect. In addition, each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock will automatically convert into shares of common stock at the applicable conversion ratio in effect upon the earlier of (a) the closing of a Qualified IPO (as defined in the Company’s certificate of incorporation) or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least fifty-nine percent (59%) of the then outstanding shares of Preferred Stock (voting together as a single class, and not as separate series, and on an as converted to common stock basis). Redemption The Preferred Stock is not redeemable at the option of the holder. However, upon certain change in control events that are outside of the Company’s control, including liquidation, sale or transfer of control of the Company, holders of the Preferred Stock can cause redemption of the Preferred Stock. Shares of Preferred Stock must be redeemed by the Company in an amount equal to the liquidation preference for each series of Preferred Stock. The Company classifies its Preferred Stock outside of stockholders’ deficit as certain change in control events are outside the Company’s control. As there is no certain redemption date and the redemption feature can only be triggered in the event of a liquidation, sale, or transfer of control of the Company or similar event, the Company has concluded that it is not probable that the Preferred Stock will become redeemable and as such does not accrete the Preferred Stock to the redemption value. |