Common Stock, Redeemable Common Stock, and Convertible Preferred Stock (converted to Common Stock)

9 Months Ended

Sep. 30, 2019

Common Stock, Redeemable Common Stock, and Convertible Preferred Stock (converted to Common Stock)

Common Stock— As of September 30, 2019 and December 31, 2018, the Company’s Certificate of Incorporation, as amended and restated, authorized the Company to issue 33,333,333 shares and 11,070,776, shares, respectively, of $0.001 par value common stock. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any. No cash dividends have been declared or paid to date.

On April 12, 2019, the Company entered into an underwriting agreement with Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein pursuant to which it sold 5,670,000 shares of common stock and, in lieu of common stock, prefunded warrants to purchase 2,130,000 shares of common stock, and accompanying Class A warrants to purchase 3,900,000 shares of its common stock. The common stock was issued at a price to the public of $11.00 per share and accompanying Class A warrants and the prefunded warrants were issued at a price of $10.999 per prefunded warrant and accompanying Class A warrants. The Class A warrants have an exercise price of $13.20, will expire five years from the date of issuance, and are immediately exercisable with certain restrictions. The gross proceeds from the offering were $85.8 million before deducting underwriting discounts and offering expenses. The offering closed on April 16, 2019.

The Company evaluated the Class A and prefunded warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Derivatives and Hedging, and determined that equity treatment was appropriate because neither the Class A warrants nor prefunded warrants meet the definition of a liability instrument. Neither the Class A warrants nor the prefunded warrants are mandatorily redeemable and they do not embody an obligation for the Company to repurchase them in circumstances that are outside of the Company’s control that could require the transfer of assets. The funds received in the equity offering related to these warrants has been classified as permanent equity as the warrants are freestanding financial instruments that are legally detachable and separately exercisable from the common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares and permit the holders to receive a fixed number of common stock upon exercise. Furthermore, the delivery of common stock to the warrant holder upon exercise of the warrant is within the Company’s control.

Redeemable Common Stock— Pursuant to the requirements of the July 2014 license agreement with Genzyme (see Note 4), in August 2015, the Company issued to Genzyme for no additional consideration 107,371, as adjusted for the Reverse Stock Split and Exchange Ratio, shares of common stock, which had an aggregate fair value of $734 thousand on the date of issuance. Genzyme had the right to require the Company to repurchase all, but not less than all, of these shares of common stock at any time during the term of the license agreement for a price of $0.01 per share. Because of this redemption feature, the shares of

common stock issued to Genzyme were classified outside of stockholders’ deficit on the consolidated balance sheets. As a result of the Merger, these shares were exchanged for common stock.

Convertible Preferred Stock (converted to Common Stock)— The Company has issued Series Seed convertible preferred stock (the “Series Seed preferred stock”), Series A convertible preferred stock (the “Series A preferred stock”) and Series B convertible preferred stock (the “Series B preferred stock”). As of September 30, 2019 and December 31, 2018, the Company’s Certificate of Incorporation, as amended and restated, authorized the Company to issue a total of 10,000,000 shares and 59,413,523 shares, respectively, of preferred stock, with a par value of $0.001 per share.

The holders of Preferred Stock have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company. Therefore, the Preferred Stock is classified outside of stockholders’ deficit on the consolidated balance sheet.

As of September 30, 2019, there was no preferred stock outstanding. As of December 31, 2018, the preferred stock consisted of the following:


	December 31, 2018
	Preferred Stock Designated	Preferred Stock Issued and Outstanding	Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion ⁽¹⁾
Series Seed preferred stock	2,313,523	1,516,136	$	1,310	$	1,444	143,630
Series A preferred stock	22,000,000	19,946,862	32,480		47,624		1,895,610
Series B preferred stock	25,100,000	18,616,569	30,885		34,999		1,769,190
	49,413,523	40,079,567	$	64,675	$	84,067	3,808,430

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⁽¹⁾Adjusted to reflect Reverse Stock Split and Exchange Ratio.