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Redeemable convertible preferred stock
12 Months Ended
Dec. 31, 2019
Redeemable convertible preferred stock  
Redeemable convertible preferred stock

9. Redeemable convertible preferred stock

Redeemable convertible preferred stock

The Company previously issued Series A redeemable convertible preferred stock (the "Series A Preferred Stock"), Series B redeemable convertible preferred stock (the "Series B Preferred Stock"), Series C redeemable convertible preferred stock (the "Series C Preferred Stock") and Series D redeemable convertible preferred stock (the "Series D Preferred Stock"). Upon the closing of the Company’s IPO in April 2019, the Company’s outstanding redeemable convertible preferred stock automatically converted into shares of common stock or, if elected by the holder, into Class A common stock. Prior to conversion, the Preferred Stock had certain contingent redemption features based upon the occurrence of events that were not solely within the control of the Company and was therefore classified as mezzanine equity.

In December 2017, the Company issued and sold 693,500 shares of Series C Preferred Stock at an average price of $85.60 per share for gross proceeds of $59.4 million. An amount of $6.5 million of the gross proceeds from the issuance of Series C Preferred Stock was received on January 4, 2018. The Company incurred issuance costs in connection with the Series C Preferred Stock of $0.1 million.

In February 2019, the Company issued and sold 257,000 shares of Series D Preferred Stock at an average price of $145.65 per share for gross proceeds of $37.4 million. The Company incurred issuance costs in connection with the Series D Preferred Stock of $0.2 million.

Upon issuance of each class of Preferred Stock, the Company assessed the embedded conversion and liquidation features of the shares and determined that such features did not require the Company to separately account for these features. The Company also concluded that no beneficial conversion feature existed on the issuance date of each class of Preferred Stock.

Upon the closing of the Company’s IPO, on April 23, 2019, all 1,580,506 then outstanding shares of Preferred Stock converted into 14,582,161 shares of common stock and 3,819,732 shares of Class A common stock. The related carrying value of $142.0 million was reclassified to common stock and additional paid-in capital.

As of December 31, 2019, the Company had no shares of Preferred Stock outstanding. The Company is authorized to issue 10,000,000 shares of undesignated preferred stock.

Prior to the IPO, the shares of Preferred Stock consisted of the following (in thousands, except share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred

 

 

 

 

 

 

 

Preferred

 

shares

 

 

 

 

Common stock

 

 

shares

 

issued and

 

Carrying

 

issuable upon

 

    

authorized

    

outstanding

    

value

    

conversion

Series A Preferred Stock

 

137,814

 

137,814

 

$

0.014

 

1,604,574

Series B Preferred Stock

 

492,192

 

492,192

 

 

0.049

 

5,730,612

Series C Preferred Stock

 

693,500

 

693,500

 

 

0.069

 

8,074,447

Series D Preferred Stock

 

257,000

 

257,000

 

 

0.026

 

2,992,260

 

 

1,580,506

 

1,580,506

 

$

0.158

 

18,401,893

 

As of December 31, 2018, the outstanding shares of Preferred Stock consisted of the following (in thousands, except share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred

 

 

 

 

 

 

 

Preferred

 

shares

 

 

 

 

Common stock

 

 

shares

 

issued and

 

Carrying

 

issuable upon

 

    

authorized

    

outstanding

    

value

    

conversion

Series A Preferred Stock

 

137,814

 

137,814

 

$

0.014

 

1,604,574

Series B Preferred Stock

 

492,192

 

492,192

 

 

0.049

 

5,730,612

Series C Preferred Stock

 

693,500

 

693,500

 

 

0.069

 

8,074,447

 

 

1,323,506

 

1,323,506

 

$

0.132

 

15,409,633

 

Prior to the conversion of the Preferred Stock upon closing of the IPO, the rights, preferences, and privileges of the Preferred Stock were as follows:

 

Conversion

Each share of Preferred Stock was convertible, at the option of the holder, at any time, and without the payment of additional consideration, into 11.643 fully paid and non-assessable shares of common stock or non-voting Class A common stock as determined by dividing the original issue price paid for such Preferred Shares by the applicable conversion price in effect at the time of conversion.

 

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or certain deemed liquidation events, the holders of Preferred Shares had a right to receive, certain amounts in preference to any distribution to the holders of common stock.