Stockholders' Equity | STOCKHOLDERS’ EQUITY Authorized Stock Under the September 2020 Amended and Restated Certificate of Incorporation, the Company is authorized to issue two classes of stock: common and preferred . The total number of shares authorized for issuance is 17.5 million of common shares and 11.2 million of preferred shares, of which 1.6 million shares are designated as Series A Preferred Stock, 6.7 million shares are designated as Series B Preferred Stock, and 2.9 million are designated as Series C Preferred Stock. Preferred Stock Overview Series A Preferred Stock Issuance In March and May 2018, the Company executed a private placement Series A Stock Purchase Agreement and issued 1.6 million shares of Series A Preferred Stock at $2.3174 per share for net proceeds of $3.6 million, after issuance costs of $0.1 million. Series B Preferred Stock Issuance In December 2019, the Company executed a private placement Series B Stock Purchase Agreement of 6.7 million shares of Series B Preferred Stock at $8.9904 per share for net proceeds of $57.4 million, after issuance costs of $0.2 million. Concurrently, convertible notes issued in May, August, and October 2019 for aggregate proceeds of $2.0 million were converted into preferred stock based on principal and accrued interest, and the Company issued 0.3 million shares of Series B Preferred Stock at its contractual conversion price (see Note 8 ). Series C Preferred Stock Issuance In September 2020, the Company executed a private placement Series C Stock Purchase agreement of 2.9 million shares of Series C Preferred Stock at a purchase price of $14.0003 per share for net proceeds of $39.8 million, after issuance costs of $0.2 million. The tables below include preferred stock details as of September 30, 2020 and December 31, 2019. As of September 30, 2020 Authorized Outstanding Net Liquidation Original Series A Preferred Stock 1,575,030 1,575,030 $ 3,564 $ 3,650 $ 2.3174 Series B Preferred Stock 6,731,649 6,674,909 59,838 60,010 8.9904 Series C Preferred Stock 2,857,084 2,857,079 39,757 40,000 14.0003 Total 11,163,763 11,107,018 $ 103,159 $ 103,660 As of December 31, 2019 Authorized Outstanding Net Liquidation Original Series A Preferred Stock 1,575,030 1,575,030 $ 3,564 $ 3,650 $ 2.3174 Series B Preferred Stock 6,731,649 6,674,909 59,838 60,010 8.9904 Total 8,306,679 8,249,939 $ 63,402 $ 63,660 Upon the completion of the IPO, all outstanding shares of convertible preferred stock converted into an aggregate of 11,107,018 shares of the Company’s common stock. Significant Provisions of Series A, Series B, and Series C Preferred Stock Conversion Rights and Mandatory Conversion Each share of Series A, Series B, and Series C Preferred Stock was convertible into common shares determined by dividing the original issuance price by the conversion price and at the sole option of the holder on a one-to-one basis. The conversion price will be adjusted for stock splits, distributions, dividends, noncash distributions, share purchase rights, and capital reorganizations. In addition, subject to customary exceptions, the conversion price for each series of preferred stock will be reduced upon the issuance or sale of common shares or instruments convertible or exercisable into common shares, for consideration or with an exercise price that is less than the conversion price applicable to such series. Such reduction may result in recognition of a deemed dividend to preferred stockholders if the resulting conversion price is less than the fair value per share of common stock as of the date preferred stock was issued. Mandatory conversion into common shares will occur upon either (i) the closing of a Qualified Public Offering, which is defined in the September 2020 Amended and Restated Certificate of Incorporation to include the sale of common stock in a firm commitment underwritten public offering on Form S-1, with a pre-money valuation of at least $260 million and that results in at least $75 million of proceeds, or (ii) by vote or written consent or agreement of the holders of a majority of the then-outstanding shares of Series A, Series B, and Series C Preferred Stock, voting together as a single class on an as-converted basis. Liquidation Preference In the event of any Liquidation Event (as defined in the September 2020 Amended and Restated Certificate of Incorporation), the holders of Series A, Series B, and Series C Preferred Stock are first entitled to proceeds or assets available for distribution that are in preference of any distribution to common stockholders (the “Liquidation Preference”); provided, however, that if the holders of Series A, Series B, and Series C Preferred Stock would receive greater proceeds in a Liquidation Event as a result of their conversion to common stock such shares of Series A, Series B, and/or Series C Preferred Stock shall be deemed to have automatically thus converted. This Liquidation Preference is equal to the sum of (i) the original issue price of Series A, Series B and Series C Preferred Stock ($2.3174, $8.9904, and $14.0003 per share, respectively) for each outstanding share of Series A, Series B, and Series C Preferred Stock and (ii) any declared but unpaid dividends for each outstanding share of Series A, Series B, and Series C Preferred Stock. If the proceeds from the Liquidation Event are less than the Liquidation Preference, then all available proceeds will be distributed ratably to the holders of Series A, Series B, and Series C Preferred Stock in proportion to the preferential amount each is otherwise entitled to receive. After the distributions described above have been paid in full, the remaining assets of the Company will be distributed among the holders of common stock pro rata based on the number of shares held by each holder. Voting Rights The holder of each share of preferred stock has the right to one vote for each share of common stock into which such preferred stock could then be converted, and with respect to such vote, such holder has full voting rights and powers equal to the voting rights and powers of the holders of common stock. So long as the majority of the Series A Preferred Stock originally issued remains outstanding, its holders are additionally entitled to elect one director (“Series A Director”). So long as at least 1.3 million shares of Series B or Series C Preferred Stock remain outstanding, the holders of the majority of such shares of Series B and Series C Preferred Stock (voting together as a single class) shall be entitled to elect two directors (each a “Series B/C Director”). The holders of outstanding common stock are entitled to elect three directors. The holders of preferred stock and common stock (voting together as a single class and on an as-converted basis) are entitled to elect any of the Company’s remaining directors. Dividend Rights The holders of Preferred Stock are entitled to receive dividends, when, as and if declared by the Board of Directors at the applicable dividend rate set forth in the September 2020 Amended and Restated Certificate of Incorporation ($0.19, $0.72, and $1.12 pe r annum for each share of Series A, Series B, and Series C Preferred Stock, respectively), prior and in preference to any declaration or payment of any cash dividend on the common stock. The Company cannot declare, pay, or set aside any dividends on shares of any class or series of capital stock unless the Series A, Series B, and Series C Preferred Stockholders first receive a dividend in an amount equal to the greater of (i) applicable dividend rate, or (ii) the dividend payable to such other class or series of capital stock. No cash dividends have been declared to date. Redemption Rights The Series A, Series B, and Series C Preferred Stock are not redeemable at the option of its holder under the terms of the September 2020 Amended and Restated Certificate of Incorporation. Upon certain change in control events that are outside of the Company’s control, including its liquidation, sale or transfer of control, the preferred stock is contingently redeemable. Common Stock Overview and Reserve for Future Issuance Common stockholders have one vote for each share of common stock held and are entitled to receive any dividends declared by the Company’s Board of Directors when legally available for distribution, then-subject to the dividend rights of the holders of Series A and Series B preferred stock discussed above. For the nine months ended September 30, 2020 and for the year ended December 31, 2019, no dividends were declared. As of September 30, 2020 and December 31, 2019, the Company had 3.1 million and 2.7 million common shares issued, respectively. At September 30, 2020 and December 31, 2019, the Company had 2.9 million, an d 2.6 million common shares outstanding, respectively. The following shares of common stock were reserved for issuance: September 30, 2020 December 31, 2019 Preferred Stock outstanding 11,107,018 8,249,939 Stock options issued and outstanding under the 2016 Plan 1,842,627 297,142 Stock options available for future grant under the 2016 Plan 411,397 2,150,867 Total shares of common stock reserved 13,361,042 10,697,948 |