Common Stock and Convertible Preferred Stock | 11. Common Stock and Convertible Preferred Stock Common Stock The Company is authorized to issue 150,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. In connection with the Business Combination, the Company issued 1,700,498 shares of Common Stock to former stockholders of ROCG and 118,021 shares of Common Stock to Roth Capital Partners, LLC. Common Stock Reserved for Future Issuance Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows: As of September 30, 2023 Stock options issued and outstanding 5,145,445 Restricted stock units issued and outstanding 938,771 Shares available for potential conversion of L1 Convertible Note 5,305,437 Shares available for fSight Contingent Shares 258,033 Shares available for grant under 2023 Equity Incentive Plan 4,649,266 16,296,952 Common Stock Warrants Legacy Tigo had outstanding warrants to purchase 1,915,372 shares of Legacy Tigo common stock (“Legacy Warrants”), which (prior to the consummation of the Business Combination) represented rights to purchase Legacy Tigo common stock. During the three and nine months ended September 30, 2023, 1,915,372 Legacy Warrants were net exercised resulting in the issuance of 1,491,229 shares of Common Stock. As of September 30, 2023 , there were no Legacy Warrants outstanding. In connection with the Business Combination, the Company assumed 5,750,000 warrants originally issued as part of ROCG’s units in ROCG’s initial public offering (the “Public Warrants”) and 18,750 warrants issued to the initial stockholders of ROCG in a private placement in connection with ROCG’s initial public offering (the “Private Warrants” and, together with the Public Warrants, the “Warrants”), which, in each case, entitle the holder to purchase one share of Common Stock at an exercise price of $ 11.50 per share. Except with respect to certain registration rights and transfer restrictions, the Private Warrants are identical to the Public Warrants. The Company has analyzed the Warrants and determined they are freestanding instruments and do not exhibit any of the characteristics in ASC 480, Distinguishing Liabilities from Equity , and therefore are not classified as liabilities under ASC 480, Distinguishing Liabilities from Equity . On August 9, 2023, the Company announced the redemption of all of its outstanding Public Warrants and Private Warrants to purchase shares of Common Stock that were issued under the Warrant Agreement, dated as of August 5, 2021, by and among the Company and Continental Stock Transfer & Trust Company, as warrant agent, at a redemption price of $ 0.01 per Warrant for those Warrants that remain outstanding following 5:00 p.m. New York City time on September 8, 2023. Under the terms of the Warrant Agreement, the Company was entitled to redeem all of its outstanding Warrants for $ 0.01 per Warrant if the reported closing price of the Company’s Common Stock was at least $ 18.00 per share on each of twenty trading days within a thirty trading day period ending on the third trading day prior to the date on which a notice of redemption is given. This performance threshold was achieved following the market close on August 4, 2023. A total of 324,546 Warrants were exercised through September 8, 2023, resulting in proceeds, net of issuance costs, of $ 3.7 million. All other Warrants were redeemed on September 8, 2023. The Company paid $ 0.1 million for the remaining Warrants that were not exercised as of September 8, 2023, which was recorded as a reduction to additional paid-in capital on the Company's condensed consolidated balance sheet. During the three and nine months ended September 30, 2023, there were 324,546 exercises of Warrants. Convertible Preferred Stock In connection with the Business Combination, as discussed in Note 3, the Company issued 47,918,992 shares of Common Stock to holders of convertible preferred stock of Legacy Tigo. No convertible preferred securities were outstanding as of September 30, 2023. Prior to the Business Combination, Legacy Tigo's convertible preferred stock was classified outside of stockholders’ deficit because the shares contained deemed liquidation rights that were contingent redemption features not solely within the control of Legacy Tigo. As a result, all of Legacy Tigo's convertible preferred stock was classified as mezzanine equity. During the nine months ended September 30, 2022, Legacy Tigo sold an aggregate of 7,832,394 shares of its Series E convertible preferred stock (“Series E”) in exchange for gross proceeds of $ 41.0 million. Legacy Tigo incurred $ 0.1 million in issuance costs for the Series E sale. At December 31, 2022, convertible preferred stock consisted of the following. The Company has retroactively adjusted the shares issued and outstanding to reflect the exchange ratio of 0.233335 as described in Note 3. (in thousands, except for share data) Shares Shares Carrying Aggregate Series E 8,601,120 7,832,394 $ 40,770 $ 45,371 Series D 11,513,253 11,513,253 22,192 29,831 Series C-1 9,020,682 9,020,682 2,180 18,000 Series C 6,318,524 6,070,151 11,647 13,442 Series B-4 7,172,501 7,172,501 7,582 11,199 Series B-3 1,546,441 1,546,441 862 2,620 Series B-2 174,208 174,208 105 340 Series B-1 1,863,215 1,863,215 611 2,918 Series A-4 570,976 570,976 661 4,182 Series A-3 466,245 466,245 260 1,604 Series A-2 149,281 149,281 160 1,021 Series A-1 88,216 88,216 110 679 47,484,663 46,467,565 $ 87,140 $ 131,207 Convertible Preferred Stock Warrants Warrants to purchase a total of 1,064,446 shares of Series C convertible preferred stock of Legacy Tigo were initially recognized as a liability and recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Business Combination, Legacy Tigo convertible preferred stock was remeasured immediately before the Merger date, and was subsequently converted into Legacy Tigo common stock pursuant to the conversion rate in effect immediately prior to the consummation of the Business Combination and all related Legacy Tigo convertible preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy Tigo convertible preferred stock warrants except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. In connection with the Business Combination, as discussed in Note 3, all outstanding Series C convertible preferred stock warrants were exercised resulting in the net issuance of 828,733 shares of convertible preferred stock which were immediately converted into Common Stock in connection with the recapitalization. As of September 30, 2023 , there were no convertible preferred stock warrants outstanding. |