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REDEEMABLE CONVERTIBLE PREFERRED STOCK
3 Months Ended
Mar. 31, 2018
Temporary Equity Disclosure [Abstract]  
REDEEMABLE CONVERTIBLE PREFERRED STOCK
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Upon the consummation of our IPO, all of the outstanding shares of redeemable convertible preferred stock were automatically converted into shares of common stock. See Note 1—Overview of Business and Basis of Presentation for additional information regarding our IPO.
A summary of the change in carrying amount of the outstanding redeemable convertible preferred stock is as follows (in thousands):
 
Series G’ Stock
 
Series G Stock
 
Shares  
 
Amount  
 
Shares  
 
Amount  
Balance — December 31, 2017
1,295

 
$
44,672

 
346

 
$
5,110

Accretion of redeemable convertible preferred stock

 

 

 
108

Conversion of preferred stock to common stock
(1,295
)
 
(44,672
)
 
(346
)
 
(5,218
)
Balance — March 31, 2018

 
$

 

 
$

 
Series F-R Stock
 
Series E-R Stock
 
Series D-R Stock
 
Shares  
 
Amount  
 
Shares  
 
Amount  
 
Shares  
 
Amount  
Balance — December 31, 2017
1,199

 
$
58,449

 
795

 
$
29,972

 
1,396

 
$
32,728

Accretion of redeemable convertible preferred stock

 
38

 

 
1

 

 
7

Conversion of preferred stock to common stock
(1,199
)
 
(58,487
)
 
(795
)
 
(29,973
)
 
(1,396
)
 
(32,735
)
Balance — March 31, 2018

 
$

 

 
$

 

 
$

 
Series C-R Stock
 
Series B-R Stock
 
Series A-R Stock
 
Shares  
 
Amount  
 
Shares  
 
Amount  
 
Shares  
 
Amount  
Balance — December 31, 2017
1,508

 
$
18,366

 
2,247

 
$
5,288

 
1,857

 
$
1,852

Accretion of redeemable convertible preferred stock

 
3

 

 

 

 

Conversion of preferred stock to common stock
(1,508
)
 
(18,369
)
 
(2,247
)
 
(5,288
)
 
(1,857
)
 
(1,852
)
Balance — March 31, 2018

 
$

 

 
$

 

 
$


During the second quarter of 2016, we issued convertible promissory notes to our founders and the existing holders of our redeemable convertible preferred stock. Shares of redeemable convertible preferred stock held by investors that participated in the financing were exchanged for shares of replacement preferred stock. These replacement shares have rights and preferences equal to their corresponding original series and are designated as Series A-R Stock, Series B-R Stock, Series C-R Stock, Series D-R Stock, Series E-R Stock and Series F-R Stock. Shares of redeemable convertible preferred stock held by investors that did not participate in the financing were converted to common stock.
In February 2017, we amended and restated our certificate of incorporation reducing the authorized number of shares of our redeemable convertible preferred stock to 82,683,212 and cancelled Series A Stock, Series B Stock, Series C Stock, Series D Stock, Series E Stock and Series F Stock. Pursuant to our convertible promissory note financing, these series of preferred stock were either exchanged for shares of replacement preferred stock with rights and preferences equal to their corresponding original series or converted to common stock.
Series G Stock Financing
In May 2017, we amended and restated our certificate of incorporation and increased the authorized number of shares of our common stock to 83,000,000 and increased the authorized number of shares of our redeemable convertible preferred stock to 96,131,002. In May 2017, we issued and sold, for aggregate consideration of $11.9 million, an aggregate of 346,334 shares of Series G redeemable convertible preferred stock, par value $0.0001 per share with a stated price of $34.4758 per share (“Series G Stock”), and warrants to purchase shares of our common stock. Issuance costs incurred in connection with the sale of Series G Stock totaled $0.1 million.
Conversion of Convertible Promissory Notes into Series G’ Stock
In connection with the Series G Stock financing in May 2017, certain convertible promissory notes converted into 1,295,746 shares of Series G’ redeemable convertible preferred stock, par value $0.0001 per share (“Series G’ Stock”), at a price per share of $2.758.
Common Stock Warrants Issued in Connection with the Series G Stock Financing
In connection with the Series G Stock financing, we issued warrants to purchase an aggregate of number of shares of common stock equal to the product obtained by multiplying 346,334 by a fraction, the numerator of which is the difference between $68.9516 and the volume weighted average closing price of our common stock over the 30 trading days (or such lesser number of days as our common stock has been traded on the Nasdaq Global Market) prior to the date on which such warrants vest and become exercisable and the denominator of which is such volume weighted average closing price, which warrants will become vested and exercisable upon the earlier to occur of the date (i) August 8, 2018, which is 180 days following the date of our IPO and (ii) 10 days prior to a sale of our company, at an exercise price of $0.0004 per share. See Note 6—Fair Value Measurements, for additional information regarding the valuation of the warrants issued in connection with the Series G Stock financing.
Beneficial conversion feature
The aggregate proceeds of $11.9 million from the Series G Stock financing were first allocated to the warrants to purchase shares of our common stock, which qualify as liabilities under ASC 480 and are recorded at fair value, with the residual value of $4.5 million allocated to our Series G Stock. As a result of this allocation, Series G Stock was determined to contain a beneficial conversion feature with an intrinsic value of $6.1 million. The amount assigned to the beneficial conversion feature was limited to the $4.5 million residual value allocated to Series G Stock and is classified as a component of additional paid-in capital. During the second quarter of 2017, we recorded a deemed dividend of $4.5 million related to the beneficial conversion feature, which is reflected below net loss to arrive at net loss available to common stockholders.