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Convertible Preferred Stock
12 Months Ended
Dec. 31, 2021
Convertible Preferred Stock.  
Convertible Preferred Stock

9. Convertible Preferred Stock

Concurrent with the 2019 Public Offering, we entered into a Securities Purchase Agreement (Purchase Agreement), by and among us and the investors listed therein. Pursuant to the terms of the Purchase Agreement, we sold to the investors an aggregate of 30,000 shares of Series A Participating Convertible Preferred Stock, par value $0.001 per share (Series A Preferred Stock), at a per share price of $1,000 in a private placement (Private Placement), and received net proceeds of $28.2 million, after deducting underwriting discounts and commissions of $1.8 million. Each share of Series A Preferred Stock will be convertible into 200 shares of common stock, reflecting a conversion price equal to $5.00 per share, subject to customary anti-dilution adjustments. The shares of Series A Preferred Stock will be mandatorily convertible into shares of common stock, subject to a beneficial ownership limitation (described below), in partial or in full, thereof from and after filing the certificate of amendment to our charter with the Secretary of State of the State of Delaware to increase our authorized shares of common stock (Exercise Contingency).

The holders of the Series A Preferred Stock had a feature that allowed the holders to have a liquidation preference to our common stockholders.  Because such a potential redemption-triggering event was not solely within our control, the Series A Preferred Stock was presented as "Convertible Preferred Stock" on our December 31, 2019 balance sheet in a manner consistent with temporary equity under applicable accounting standards.

During the year ended December 31, 2021, 178 shares of our Series A Preferred Stock converted into 35,600 shares of our common stock, pursuant to the terms of the Purchase Agreement. As of December 31, 2021, 4,575 shares of our Series A Preferred Stock remained outstanding, convertible into 915,000 shares of our common stock.

In May 2020, a registration statement covering the resale of shares of our common stock underlying our Series A Preferred Stock was declared effective by the Securities and Exchange Commission (SEC). In accordance with the securities purchase agreements underlying the Series A Preferred Stock, the liquidation preference was terminated at that time, and we reclassified the Series A Preferred Stock into permanent equity. The holders of the Series A Preferred Stock also have the right to receive discretionary dividends paid to common shareholders. Except as required by law, the Series A Preferred Stock is non-voting stock. The holders of the Series A Preferred Stock each have a beneficial ownership limitation of 9.99% of total outstanding shares of common stock, including an option for the holder to increase this percentage to 19.99%.

The difference between the conversion price and the fair value of our common stock on the commitment date (transaction date) resulted in a beneficial conversion feature the amount of $8.9 million.