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Redeemable Convertible Preferred Stock | 12 Months Ended
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Dec. 31, 2021
Temporary Equity Disclosure [Abstract] |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Upon completion of the IPO, all shares of the Company’s redeemable convertible preferred stock outstanding, totaling 127,410,631, were automatically converted into an equivalent number of shares of common stock on a one-to-one basis and their carrying value of $390.7 million was reclassified into stockholders’ equity. As of December 31, 2021, there wer e no shares of redeemable convertible preferred stock issued and outstanding. In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 50,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with right and preferences, including voting rights, designated from time to time by the Company’s board of directors. The following table summarizes information regarding each series of redeemable convertible preferred stock outstanding as of December 31, 2020 (in thousands, except share and per share amounts):
Series | Shares Authorized |  | Shares Issued and Outstanding |  | Issuance Price Per Share |  | Carrying Amount |  | Aggregate Liquidation Preference
Series Seed | 10,199,786 |  |  | 6,446,322 |  |  | $ | 0.27 |  |  | $ | 1,595 |  |  | $ | 1,741 |
Series Seed Prime | 8,780,816 |  |  | 8,643,665 |  |  | 0.30 |  |  | 2,506 |  |  | 2,593 |
Series A | 11,514,347 |  |  | 10,359,546 |  |  | 0.50 |  |  | 5,091 |  |  | 5,180 |
Series B | 14,196,476 |  |  | 14,196,476 |  |  | 0.88 |  |  | 12,374 |  |  | 12,500 |
Series C | 25,146,777 |  |  | 25,146,777 |  |  | 1.70 |  |  | 41,863 |  |  | 42,800 |
Series D | 30,331,802 |  |  | 30,331,802 |  |  | 3.79 |  |  | 109,674 |  |  | 115,000 |
Series E | 22,663,934 |  |  | 22,663,933 |  |  | 5.96 |  |  | 129,770 |  |  | 135,001 |
Series F | 9,840,797 |  |  | 9,294,084 |  |  | $ | 9.15 |  |  | 84,834 |  |  | 85,000 |
Total | 132,674,735 |  |  | 127,082,605 |  |  |  |  | $ | 387,707 |  |  | $ | 399,815 |
During the year ended December 31, 2020, the Company issued 9,294,084 shares of Series F redeemable convertible preferred stock at $9.1456 per share for proceeds totaling $85.0 million, net of issuance costs. During the year ended December 31, 2021, the Company issued 328,026 shares of Series F redeemable convertible stock at $9.1456 per share for proceeds totaling $3.0 million, net of issuance costs. The terms of Series Seed, Seed Prime, A, B, C, D, E and F redeemable convertible preferred stock are summarized below: Conversion Each share of preferred stock is convertible at the option of the holder into such number of common stock at a rate equal to the original issue price of the applicable series of preferred stock divided by the conversion price for the applicable series of preferred stock in effect at the time of the conversion. The conversion price for each share of preferred stock is initially equal to the applicable original issue price, such that the initial conversion rate is 1-for-1. The conversion price is subject to standard anti-dilution adjustments and adjustments for issuance of stock at a price per share less than the conversion price in effect for each series (Series Seed $0.2729 per share, Seed Prime $0.2961 per share, Series A $0.4976 per share, Series B $0.8805 per share, Series C $1.7032 per share, Series D $3.7914 per share, Series E is $5.9566, Series F is $9.1456 per share). Each share of redeemable convertible preferred stock is automatically convertible into common stock based on the conversion rate at such time immediately upon the earlier of (i) closing of a firm commitment underwritten public offering which results in gross cash proceeds of at least $100.0 million and a per share price of $9.1456 (as adjusted for stock splits, stock dividends, combinations, or other similar recapitalization), or (ii) vote or written consent of the holders of the Series C, Series D, and Series E redeemable convertible preferred stock. Liquidation Preference In the event of a liquidation, dissolution, or winding up of the Company or a deemed liquidation of the Company, before any payment shall be made to common stockholders, redeemable convertible preferred stock-holders shall be paid, on a pari passu basis amount all classes of redeemable convertible preferred stock, the greater of: (i) the original issue price per share for the redeemable convertible preferred stock plus any dividends declared but unpaid thereon, or (ii) the amount per share as would have been payable had the shares of redeemable convertible been converted to common stock immediately prior to such event. A deemed liquidation event includes (i) a merger or consolidation, (ii) a sale of all or substantially all of the assets of the Company, or (iii) a change in controlling ownership of the Company unless the holders of at least a majority of the outstanding shares of redeemable convertible preferred stock, voting together as a single class on as-converted basis, elect to not classify such an event a deemed liquidation event. Since a deemed liquidation event would constitute a redemption event outside of the Company’s controls, redeemable convertible preferred stock has been presented within the mezzanine section on the consolidated balance sheets. Redemption The convertible preferred stock is not mandatorily redeemable at any future certain date. Voting The holders of the Series Seed, Seed Prime, A, B, C, D, E and F redeemable convertible preferred stock are entitled to vote, together with the holders of common stock, on all matters presented to stockholders for a vote. Each holder of the share of redeemable convertible preferred stock is entitled to the number of votes equal to the number of shares of common stock into which each share of redeemable convertible preferred stock is convertible at the time of such vote. Dividends The holders of the Series Seed, Seed Prime, A, B, C, D, E and F preferred stock are entitled to receive, when and as declared by the Company’s board of directors and out of assets legally available, such dividends as may be declared from time to time by its board of directors. Any dividends shall be distributed among the holder of preferred stock and common stock pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all such preferred stock into common stock). To date, no dividends have been declared or paid by the Company. Tender Offer In October 2019, the Company facilitated and consummated a tender offer (the “2019 Tender Offer”) in which the Company repurchased shares of common stock and redeemable convertible preferred stock from certain of the Company’s current employees, former employees, founders and investors. In connection with the 2019 Tender Offer, the Company repurchased and retired an aggregate of 2,295,603 shares of Series Seed, Series Seed Prime and Series A redeemable convertible preferred stock for an aggregate purchase price of $13.0 million. The excess of the amount paid over the carrying value of Series Seed, Series Seed Prime and Series A redeemable convertible preferred stock, totaling $12.1 million, was recorded as a deemed dividend. Of the total recorded as a deemed dividend, $6.1 million decreased additional paid-in capital, with the remaining $6.0 million recorded as an increase in accumulated deficit. In addition, the Company repurchased and retired 2,053,690 shares of common stock for an aggregate purchase price of $11.0 million. See Note 10 for details on this transaction. There were no such transactions during the years ended December 31, 2021 or 2020.

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