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Convertible Preferred Stock
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Convertible Preferred Stock

6. Convertible Preferred Stock

As of December 31, 2021 and 2020, the Company was authorized to issue 20,000,000 shares of preferred stock, $0.001 par value per share. The Company has designated 50 shares of Series D redeemable convertible preferred stock and as of December 31, 2021 and 2020, a total of 10,004,310 and 10,006,310 shares, respectively, of Series B, Series G, Series I-1 and Series I-2 non-redeemable convertible preferred stock. The Company’s Series B, Series G, Series I-1 and Series I-2 non-redeemable convertible preferred stock has been classified as equity on the accompanying consolidated balance sheets.

During the year ended December 31, 2021, holders of all remaining shares of the Company’s Series I-1 preferred stock converted 814 shares of issued and outstanding Series I-1 preferred stock into 465,300 shares of common stock of the Company. In June 2021, the Company filed a Certificate of Elimination for the Series I-1 convertible preferred stock with the Secretary of State of the State of Delaware. The Certificate of Elimination amended the provisions of the Certificate of Incorporation of the Company to eliminate the powers, designations, preferences, privileges and other rights of the Series I-1 preferred stock.

The authorized, issued and outstanding shares of non-redeemable convertible preferred stock as of December 31, 2021 consist of the following:

 

Shares

 

 

Shares Issued

 

 

Liquidation

 

 

Carrying

 

 

Authorized

 

 

and Outstanding

 

 

Preference

 

 

Value

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Series B

 

5,000,000

 

 

 

250,000

 

 

$

456

 

 

$

 

Series G

 

5,000,000

 

 

 

5,000,000

 

 

 

5,000

 

 

 

5

 

Series I-2

 

4,310

 

 

 

4,310

 

 

 

4,310

 

 

 

 

Total

 

10,004,310

 

 

 

5,254,310

 

 

$

9,766

 

 

$

5

 

The authorized, issued and outstanding shares of non-redeemable convertible preferred stock as of December 31, 2020 consist of the following:

 

Shares

 

 

Shares Issued

 

 

Liquidation

 

 

Carrying

 

 

Authorized

 

 

and Outstanding

 

 

Preference

 

 

Value

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Series B

 

5,000,000

 

 

 

250,000

 

 

$

441

 

 

$

 

Series G

 

5,000,000

 

 

 

5,000,000

 

 

 

5,000

 

 

 

5

 

Series I-1

 

2,000

 

 

 

814

 

 

 

814

 

 

 

 

Series I-2

 

4,310

 

 

 

4,310

 

 

 

4,310

 

 

 

 

Total

 

10,006,310

 

 

 

5,255,124

 

 

$

10,565

 

 

$

5

 

The significant rights and preferences of the Company’s convertible preferred stock are as follows:

Dividends

Holders of the Company’s convertible preferred stock are entitled to participating dividends with common stock when and if declared by the Company’s board of directors. No dividends have been declared as of December 31, 2021.

Liquidation

Liquidation preference among classes of preferred shares is first with Series D with priority, followed by Series G, Series B and Series I-2 on the proceeds from any sale or liquidation of the Company in an amount equal to the purchase price of shares plus (in the case of the Series B) an amount equal to 1% of the Series B original issue price for every two calendar months from February 1, 2008. Following the satisfaction of the liquidation preferences, all shares of common stock participate in any remaining distribution.

Conversion

The conversion rates of the Series B, Series D, and Series I-2 are subject to anti-dilution adjustments whereby, subject to specified exceptions, if the Company issues equity securities or securities convertible into equity at a price below the applicable conversion price of the Series B, Series D, and Series I-2, the conversion price of each such series shall be adjusted downward to equal the price of the new securities. The conversion rate of the Series G is subject to a weighted-average adjustment in the event of the issuance of additional shares of common stock below the conversion price, subject to specified exceptions. Upon the occurrence of an event that triggers a down round protection, the Company will recognize the value of the down round as a beneficial conversion discount. The conversion price of the Series I-2 are also subject to certain resets as set forth in the Certificates of Designation, including a reverse stock split.

The following table summarizes the number of shares of common stock into which each share of convertible preferred stock can be converted as of December 31, 2021:

 

Initial

 

 

Current

 

 

Conversion

 

 

Conversion

 

 

Conversion

 

 

Ratio to

 

 

Price

 

 

Price

 

 

Common Stock

 

Series B

$

75.00

 

 

$

1.08

 

 

 

0.9259260

 

Series D

$

37.50

 

 

$

1.75

 

 

 

57,142.8571

 

Series G

$

60.00

 

 

$

9.69

 

 

 

0.103099

 

Series I-2

$

1.75

 

 

$

1.75

 

 

 

571.428571

 

 

Voting

The holders of Series B, Series D, and Series G are entitled to one vote for each share of common stock into which it would convert. As long as there are at least 10 shares of Series D outstanding, the holders of Series D have (i) the right to nominate and elect two members of the Board of Directors, and (ii) the right to approve specified significant transactions affecting the Company. As long as there are at least 1,000,000 shares of Series G outstanding, the holders of Series G have the initial right to propose the nomination of two members of the Board, at least one of which such nominees shall be subject to the approval of the Company’s independent directors, for election by the stockholders at the Company’s next annual meeting of stockholders, or, elected by the full board of directors to fill a vacancy, as the case may be. At least one of the two directors nominated by holders of the Series G shall be independent. The holder of Series I-2 has no voting rights, except as required by law.

Series D Preferred Stock Redemption

The Company’s Series D redeemable convertible preferred stock contains a contingent redemption feature that is not solely within the Company’s control. Accordingly, the Series D redeemable convertible preferred stock is classified in temporary equity (outside of permanent equity) on the accompanying consolidated balance sheets.