Redeemable Convertible Preferred Stock | 10. Redeemable Convertible Preferred Stock During August 2017 and March 2021, the Company issued Series A, Series B and Series C Preferred Stock (collectively the “Preferred Stock”) to investors in private placements. Upon completion of the Company’s IPO, all of the Company’s then outstanding Preferred Stock was automatically converted into an aggregate of 34,678,733 shares of common stock. Series A Redeemable Convertible Preferred Stock During 2017 and 2019, the Company issued an aggregate of 56,775,232 shares of Series A Preferred Stock at a purchase price of $0.50 per share in exchange for cash proceeds of $25.5 million and the exchange of approximately $2.8 million in outstanding promissory notes, including $54 thousand in accrued interest. In connection with the issuance of Series A Preferred Stock during 2017 and 2019, the Company incurred less than $0.1 million of issuance costs. No additional shares of Series A Preferred Stock were issued after 2019. Series B Redeemable Convertible Preferred Stock On January 27, 2020, the Company issued 24,066,666 shares of Series B Preferred Stock at a purchase price of $1.50 per share for aggregate proceeds of $36.1 million. On June 2, 2020, the Company issued an additional 3,333,333 shares of Series B Preferred Stock at the purchase price of $1.50 per share for aggregate proceeds of $5.0 million. On August 3, 2020, the Company issued 5,000,000 shares of Series B Preferred Stock at the purchase price of $1.50 per share for aggregate proceeds of $7.5 million. No additional shares of Series B Preferred Stock were issued after August 2020. In connection with the issuance of Series B Preferred Stock in 2020, the Company incurred $83 thousand of issuance costs. Series C Redeemable Convertible Preferred Stock In March 2021, the Company issued an aggregate of 41,833,328 shares of Series C Preferred Stock, at a price of $3.00 per share, for gross proceeds of $125.5 million. The terms of the Series C Preferred Stock are substantially the same as the terms of the Series A and Series B Preferred Stock. No additional shares of Series C Preferred Stock were issued after March 2021. In connection with the issuance of Series C Preferred Stock in March 2021, the Company incurred $0.1 million of issuance costs. The Company further amended its Amended and Restated Certificate of Incorporation to increase the authorized preferred stock issuable from 107,125,232 shares to 132,858,564 shares. 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 57,125,232 56,775,232 $ 26,708 $ 25,500 15,028,741 Series B Preferred Stock 32,399,999 32,399,999 48,517 48,600 8,576,470 Series C Preferred Stock 43,333,333 41,833,328 125,368 125,500 11,073,522 132,858,564 131,008,559 $ 200,593 $ 199,600 34,678,733 December 31, 2020 Preferred Stock Authorized Preferred stock issued and outstanding Carrying value Liquidation preference Common stock issuable upon conversion Series A Preferred Stock 57,125,232 56,775,232 $ 26,708 $ 25,500 15,028,741 Series B Preferred Stock 50,000,000 32,399,999 48,517 48,600 8,576,470 107,125,232 89,175,231 $ 75,225 $ 74,100 23,605,211 The following is a summary of the rights and preferences of the Preferred Stock as of June 30, 2021 and December 31, 2020: Conversion — Each share of Preferred Stock is convertible, at the option of the holder into an equal amount of fully paid and non-assessable shares of common stock as is determined by dividing the respective original Preferred Stock issue price by the respective Preferred Stock Conversion Price in effect at the time of conversion. The Series A, Series B and Series C Conversion Price shall be equal to $0.50, $1.50 and $3.00, respectively, subject to appropriate adjustment as set forth in the Company’s Amended and Restated Certificate of Incorporation, as amended and restated. As such, the shares of Preferred Stock currently convert on a one-for-one basis. No fractional shares of common stock will be issued. Upon either (a) the closing of the sale of shares of common stock, in a firm-commitment underwritten public offering with at least $35,000,000 of gross proceeds to the Company or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority in voting power of the then-outstanding shares of Preferred Stock, then (i) all outstanding shares of Preferred Stock shall automatically be converted into shares of common stock, at the applicable conversion ratio then in effect, and (ii) such shares may not be reissued by the Company. Dividends — The holders of Preferred Stock are entitled to receive noncumulative dividends if and when declared by the Company’s board of directors. 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 Preferred Stock. No dividends were declared as of June 30, 2021 and December 31, 2020 or paid during the three and six months ended June 30, 2021 and 2020. Voting Rights — The holders of Preferred Stock are entitled to vote, together with the holders of common stock as a single class, on matters submitted to stockholders for a vote. The holders of Preferred Stock are entitled to the number of votes equal to the number of shares of common stock into which each such share of Preferred Stock could convert. Liquidation Preference — While the Preferred Stock is not redeemable at the option of the holders, 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 voluntary or involuntary liquidation, dissolution, or winding up of the Company, or deemed liquidation event (as described below), the holders of the Preferred Stock are entitled to receive a liquidation preference in priority over the holders of common stock, at an amount per share equal to the greater of i ) the respective original Preferred Stock issue price plus any declared but unpaid dividends, or ii) the amount per share payable had all shares of Preferred Stock been converted to common stock immediately prior to such liquidation. If assets available for distribution are insufficient to satisfy the liquidation payment to holders in full, assets available for distribution will be allocated among holders based on their pro rata shareholdings. When holders are satisfied in full, any excess assets available for distribution will be allocated ratably among common stockholders based on their pro rata shareholdings. Unless the holders of a majority of the then-outstanding shares of Preferred Stock, consenting or voting together as a single class, elect otherwise, a deemed liquidation event shall include a merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company. |