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

7. Redeemable Convertible Preferred Stock

As of December 31, 2020, the authorized capital stock of the Company included 338,973,691 shares of $0.0001 par value preferred stock, of which 20,000,000 shares were designated as Series A-1 redeemable convertible preferred stock (“Series A-1”); 107,194,866 shares were designated as Series A-2 redeemable convertible preferred stock (“Series A-2”) and 211,778,825 shares were designated as Series B redeemable convertible preferred stock (“Series B”).

Series A-1 and Series A-2 Redeemable Convertible Preferred Stock

On February 12, 2019, the Company entered into the Series A-2 Preferred Stock Purchase Agreement. Included in the terms of the Series A-2 were tranche rights. The tranche rights obligated the investors in the Series A-2 to purchase, and the Company to sell, an additional 44,375,000 shares of Series A-2 at a purchase price of $0.40 per share upon achieving certain milestones related to the Company’s research platform (“Milestone Closing”). The number of shares and issuance price for the Milestone Closing were fixed at inception, and the timing for the closing was dependent on whether the Company met certain research and development milestones or if an earlier closing is voted by the Series A-2 holders. The Series A-2 tranche obligation is an embedded feature that does not net settle and therefore, it did not meet the definition of an embedded derivative.

On February 5, 2020, the Company issued and sold 44,375,000 shares of Series A-2 for total gross cash proceeds of $17.8 million related to the Milestone Closing.

Series B Redeemable Convertible Preferred Stock Closing

On June 29, 2020, the Company issued and sold 124,519,220 shares of its Series B redeemable convertible preferred stock at a per share price of $0.52 (“Original Purchase Price”) for total gross proceeds of $64.7 million. The stock purchase agreement provided for a second closing obligating the investors in the Series B redeemable convertible preferred stock to purchase, and the Company to sell, an additional 87,259,605 shares of Series B redeemable convertible preferred stock at a per share price of $0.52 upon the achievement of the second tranche milestone.

On January 8, 2021, upon achievement of the second tranche milestone, the Company issued and sold 87,259,605 shares of Series B redeemable convertible preferred stock at a price of $0.52 per share, for total gross and net proceeds of $45.4 million.

On February 9, 2021, the Company completed its IPO. Upon closing of the IPO, all shares of Series A-1, A-2 and B redeemable convertible preferred stock then outstanding automatically converted into 24,924,501 shares of common shares. Upon conversion of the redeemable convertible preferred stock, the Company reclassified the carrying value of the redeemable convertible preferred stock to common shares and additional paid-in capital.

 

As of December 31, 2020, redeemable convertible preferred stock consisted of the following:

(in thousands, except share amounts)

Preferred
Stock
Authorized

 

 

Preferred
Stock Issued
and
Outstanding

 

 

Carrying
Value

 

 

Liquidation
Value

 

 

Cumulative
Undeclared
Dividends

 

 

Common
Stock
Issuable
Upon Conversion

 

Series A-1 redeemable
    convertible preferred stock

 

20,000,000

 

 

 

20,000,000

 

 

$

2

 

 

$

4,000

 

 

$

 

 

 

1,470,588

 

Series A-2 redeemable
    convertible preferred stock

 

107,194,866

 

 

 

107,194,866

 

 

 

42,786

 

 

 

42,878

 

 

 

5,073

 

 

 

7,881,965

 

Series B redeemable
    convertible preferred stock

 

211,778,825

 

 

 

124,519,220

 

 

 

64,548

 

 

 

64,750

 

 

 

2,625

 

 

 

9,155,810

 

Total

 

338,973,691

 

 

 

251,714,086

 

 

$

107,336

 

 

$

111,628

 

 

$

7,698

 

 

 

18,508,363