General form of registration statement for all companies including face-amount certificate companies

Convertible Preferred Stock

v3.22.2
Convertible Preferred Stock
3 Months Ended 12 Months Ended
Mar. 31, 2022
Dec. 31, 2021
Temporary Equity [Abstract]    
Convertible Preferred Stock
7.
Convertible Preferred Stock
The Company’s outstanding convertible preferred stock consisted of the following as of December 31, 2021 and March 31, 2022 (in thousands, except share and per share data):
 
    
Original
Issue Price
    
Shares
Authorized
    
Shares
Outstanding
    
Net Carrying
Value
    
Liquidation
Preference
 
Series Seed
   $ 0.6168        8,242,152        8,242,152      $ 3,943      $ 5,084  
Series A
     0.6168        12,015,184        11,963,567        5,240        7,379  
Series B
     1.4642        10,789,890        10,682,797        15,545        15,642  
Series C
     2.8394        13,295,062        13,030,922        36,917        37,000  
Series
C-1
     3.7244        7,273,640        7,273,640        27,003        27,090  
Series D
     8.2482        17,173,437        16,973,394        136,618        140,000  
Series
D-1
     10.6703        4,518,724        4,518,724        48,146        48,216  
Series
D-2
     7.2738        12,373,174        12,373,174        89,638        90,000  
Series E
     9.9578        12,552,973        12,552,973        124,868        125,000  
             
 
 
    
 
 
    
 
 
    
 
 
 
Total
              98,234,236        97,611,343      $ 487,918      $ 495,411  
             
 
 
    
 
 
    
 
 
    
 
 
 
9.
Convertible Preferred Stock
In January and February 2019, the Company received total gross proceeds of $48.6 million through the issuance of 5,886,737 shares of Series D convertible preferred stock at $8.2482 per share.
In January 2019, employees and investors sold an aggregate amount of 1,270,078 shares of common stock, 178,519 shares of Series Seed convertible preferred stock and 369,981 shares of Series A convertible preferred stock at $8.2482 per share, for a total of $15.0 million, to an existing investor. Upon the sale, the shares were exchanged to Series D preferred shares. As a result of the sale of shares sold by employees and a consultant, the Company recorded the excess purchase price above fair value of $7.3 million as stock-based compensation expense, with a corresponding credit to Series D preferred shares, a component of convertible preferred stock presented within the balance sheets. Additionally, the Company recognized a deemed dividend of $1.8 million for the excess purchase price above fair value for Series Seed and Series A convertible preferred shares sold by investors and then exchanged for Series D convertible preferred shares, with a corresponding credit to additional
paid-in
capital, to the extent there was additional
paid-in
capital, with the remainder to accumulated deficit.
In August, September and December 2019, the Company received gross proceeds of $48.2 million through the issuance of 4,518,724 shares of Series
D-1
convertible preferred stock at $10.6703 per share.
In May and June 2020, the Company received gross proceeds of $90.0 million through the issuance of 12,373,174 shares of Series
D-2
convertible preferred stock at $7.2738 per share. The issuance of Series
D-2
convertible preferred stock was at a per share price less than the original issue prices of the Series D and
D-1
convertible preferred stock, which triggered down-round adjustments to the conversion prices of such series of convertible preferred stock. The down-round adjustments did not result in any contingent beneficial conversion feature (“BCF”) being recognized.
In November and December 2020, the Company received gross proceeds of $125.0 million through the issuance of 12,552,973 shares of Series E convertible preferred stock at $9.9578 per share. The issuance of Series E convertible preferred stock triggered further down-round adjustments to the conversion prices of the Series
D-1
convertible preferred stock. The down-round adjustment did not result in any contingent BCF being recognized.
The Company’s outstanding convertible preferred stock consisted of the following as of December 31, 2020 and 2021 (in thousands, except share data):
 
    
Original
Issue Price
    
Shares
Authorized
    
Shares
Outstanding
    
Net Carrying
Value
    
Liquidation
Preference
 
Series Seed
   $ 0.6168        8,242,152        8,242,152      $ 3,943      $ 5,084  
Series A
     0.6168        12,015,184        11,963,567        5,240        7,379  
Series B
     1.4642        10,789,890        10,682,797        15,545        15,642  
Series C
     2.8394        13,295,062        13,030,922        36,917        37,000  
Series
C-1
     3.7244        7,273,640        7,273,640        27,003        27,090  
Series D
     8.2482        17,173,437        16,973,394        136,618        140,000  
Series
D-1
     10.6703        4,518,724        4,518,724        48,146        48,216  
Series
D-2
     7.2738        12,373,174        12,373,174        89,638        90,000  
Series E
     9.9578        12,552,973        12,552,973        124,868        125,000  
             
 
 
    
 
 
    
 
 
    
 
 
 
Total
              98,234,236        97,611,343      $ 487,918      $ 495,411  
             
 
 
    
 
 
    
 
 
    
 
 
 
Significant provisions of the convertible preferred stock are as follows:
Dividends
– The holders of convertible preferred stock are entitled to receive, on a pari passu basis,
non-cumulative
dividends prior and in preference to any declaration or payment of any dividends to the
holders of common stock, when and if declared by the Board of Directors, at annual rates equal to 6% of the original issue price per share for each respective series, as adjusted for stock dividend, stock split, combination or the like. Holders of convertible preferred stock are also entitled to participate in dividends on the common stock on an
as-converted
basis. No dividends have been declared by the Board of Directors or paid since inception.
Liquidation
– In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (a “liquidation event”), holders of convertible preferred stock are entitled to receive, prior and in preference to holders of common stock, an amount equal to the greater of: (i) the applicable original issue price for each series of convertible preferred, plus any declared and unpaid dividends, and (ii) the amount per share that would have been payable if all shares of convertible preferred stock were converted into common stock, subject to the applicable conversion rights. If upon occurrence of such an event, the assets and funds to be distributed among the holders of convertible preferred stock are insufficient to permit the payment to such holders, the entire assets and funds of the Company legally available for distribution will be distributed ratably among those holders. Upon completion of the distribution to the holders of the convertible preferred stock, all remaining legally available assets will be distributed ratably to the holders of common stock.
Voting
– Each share of convertible preferred stock is entitled to the number of votes equal to the number of shares of common stock into which such share could be converted on the record date for the vote or consent of the stockholders, except as otherwise required by law or other provisions of the Certificate of Incorporation, and generally have voting rights and powers equal to the voting rights and powers of the common stockholders. The holders of the shares of Series Seed convertible preferred stock and Series A convertible preferred stock, voting together as a single class, are entitled to elect one director of the Company, the holders of the shares of Series B convertible preferred stock, exclusively as a separate class, are entitled to elect one director of the Company, the Series C and Series
C-1
convertible preferred stock, voting together as a single class, are entitled to elect one director of the Company, and the holders of the shares of Series E preferred stock, exclusively as a separate class, are entitled to elect one director of the Company. The holders of the shares of common stock, exclusively as a separate class, are entitled to elect four directors of the Company. In addition, the holders the shares of each class of convertible preferred stock, other than the Series
D-2
Preferred Stock, and common stock, collectively, are entitled to elect one independent director of the Company.
Protective Provisions
– The holders of convertible preferred stock have certain protective provisions, whereby the Company cannot, without the written consent or affirmative vote of the holders of 63% of the outstanding shares of Preferred Stock voting together on a converted to common stock basis and not as separate series (the “Requisite Majority”): (i) liquidate, dissolve or
wind-up
the business and affairs of the Company, effect any merger or consolidation or any other deemed liquidation event, or consent to any of the foregoing, (ii) amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Company, (iii) alter or change the rights, preferences or privileges of any series of the convertible preferred stock, (iv) create, or authorize creation of, any additional class or series of capital stock, unless the same ranks junior to the convertible preferred stock with respect to all rights, preferences, privileges or powers, including the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption, (v) increase or decrease the authorized number of shares of convertible preferred stock, common stock, or any additional class or series of capital stock, (vi) purchase or redeem or pay or declare any dividend or make any distributions on any shares of capital stock of the Company other than those expressly identified in the Company’s Certificate of Incorporation, (vii) create, authorize the creation of, issue, or authorize the issuance of any debt security if the aggregate indebtedness of the Company and its subsidiaries for borrowed money following such action would exceed $20.0 million or working capital
revolving debt in excess of $50.0 million, (viii) permit any direct or indirect subsidiary to issue any class or series of capital stock to any third party, (ix) increase the number of shares authorized for issuance under any existing stock or option plan or create any new stock or option plan, or (x) increase or decrease the authorized number of directors constituting the Board of Directors. In addition, the Company shall not, without the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of a Series of convertible preferred stock, amend the provisions of the Certificate of Incorporation or Bylaws of the Company in a manner that impacts the voting or other powers, preferences or other special rights, privileges or restrictions of such Series of convertible preferred stock, or increase or decrease the total number of authorized shares of such Series of convertible preferred stock other than a reduction in the number of authorized shares equal to the number of any such shares that have been converted into common stock.
Conversion
– At the option of the holder, each share of convertible preferred stock is convertible into fully paid and
non-assessable
shares of common stock as determined by dividing the applicable original issue price by the applicable conversion price (the “conversion ratio”), subject to adjustment for stock splits, stock dividends and the like. As of December 31, 2021, the applicable conversion price for each series of convertible preferred stock was the respective original issue price, with the exception of Series D and Series
D-1
convertible preferred stock, which have conversion prices of $8.1368 and $10.2486, and conversion ratios of 1.0136935 and 1.0411425, respectively. Each share of convertible preferred stock automatically converts into the number of shares of common stock into which such shares are convertible at the then applicable conversion ratio upon the closing of the sale of shares of common stock in a public offering, resulting in gross proceeds of at least $75.0 million. The converted shares may not be reissued by the Company.
Redemption—
The convertible preferred stock is not redeemable at the option of the holder. However, a liquidation event which includes a merger or consolidation or the sale, lease, transfer, exclusive license, or other disposition of substantially all of the assets of the Company or capital stock of the Company, would constitute a redemption event which may be outside of the Company’s control. Accordingly, the convertible preferred stock is considered contingently redeemable and is classified outside of stockholders’ equity on the balance sheets.