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Convertible Preferred Stock | 12 Months Ended
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Dec. 31, 2020
Temporary Equity Disclosure [Abstract] |
Convertible Preferred Stock | 8. Convertible Preferred Stock The Company issued Series A, Series B and Series C convertible preferred stock (collectively, “Convertible Preferred Stock”). Upon issuance of each class of Convertible Preferred Stock, the Company assessed the embedded conversion and liquidity 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 Convertible Preferred Stock. The Company’s Convertible Preferred Stock was classified outside of stockholders’ equity (deficit) on the consolidated balance sheet prior to the Company’s IPO because the holders of such shares had liquidation rights in the event of a deemed liquidation that, in certain situations, were not solely within the control of the Company and would require the redemption of the then-outstanding Convertible Preferred Stock. The Convertible Preferred Stock was not currently redeemable. Because the occurrence of a deemed liquidation event was not probable, the carrying values of the Convertible Preferred Stock were not accreted to their redemption values. On July 8, 2020, the Company’s board of directors and its Series C preferred stockholders approved a reduction in the conversion price of the Series C preferred stock from $3.21 to $3.027603 and the Series C preferred stockholders relinquished their protective right with respect to the approval of an automatic conversion of preferred stock in a firm commitment underwritten public offering if the per share price is less than $22.80. As a result of the change in the conversion price, the outstanding shares of Series C preferred stock were convertible into 37,206,604 shares of common stock. The changes to the conversion feature were considered to be a significant change to the substantive contractual terms of the Series C preferred stock and, therefore, the Company accounted for the changes as an extinguishment and reissuance of the Series C preferred stock, which required the difference between the fair value of the modified Series C preferred stock and its carrying amount to be treated in a manner similar to the treatment of dividends paid on preferred stock. Upon the closing of the Company’s IPO in July 2020, all outstanding Convertible Preferred Stock automatically converted into 61,992,534 shares of common stock. No Convertible Preferred Stock was outstanding as of December 31, 2020. Prior to January 1, 2019, the Company issued a total of 56,824,740 shares of Series A convertible preferred stock (“Series A preferred stock”), 31,188,115 shares of Series B convertible preferred stock (“Series B preferred stock”) and 122,850,909 shares of Series C convertible preferred stock (“Series C preferred stock”) in exchange for net proceeds of $56,692, $62,876 and $393,587, respectively. During the year ended December 31, 2019, the Company issued an additional 1,779,093 shares of Series C preferred stock at a per share price of $3.21 for proceeds of $5,661, net of issuance costs. Convertible Preferred Stock consisted of the following:
|  | December 31, 2019 |
|  | Preferred Shares Authorized |  |  | Preferred Shares Issued and Outstanding |  |  | Carrying Value |  |  | Liquidation Preference |  |  | Common Stock Issuable Upon Conversion |
Series A preferred stock |  |  | 56,824,740 |  |  |  | 56,824,740 |  |  | $ | 75,657 |  |  | $ | 56,825 |  |  |  | 16,002,820 |
Series B preferred stock |  |  | 31,188,115 |  |  |  | 31,188,115 |  |  |  | 62,876 |  |  |  | 63,000 |  |  |  | 8,783,102 |
Series C preferred stock |  |  | 249,260,004 |  |  |  | 124,630,002 |  |  |  | 399,248 |  |  |  | 400,000 |  |  |  | 35,097,955 |
Total convertible preferred stock |  |  | 337,272,859 |  |  |  | 212,642,857 |  |  | $ | 537,781 |  |  | $ | 519,825 |  |  |  | 59,883,877 |
There were no shares of Convertible Preferred Stock outstanding at December 31, 2020. The holders of the Convertible Preferred Stock had the following rights and preferences: Voting The holders of the Convertible Preferred Stock had voting rights equivalent to the number of shares of common stock into which their shares of preferred stock would convert. So long as any of the Convertible Preferred Stock was outstanding, a requisite vote of the Convertible Preferred Stockholders, which was defined as a majority of the Convertible Preferred Stockholders, was required to affirm certain corporate actions, which included, but was not limited to, the disposal of assets, the acquisition of assets or a business and the authorization of additional shares of the Company’s capital. In addition, such actions required a requisite vote of the Series C preferred stockholders and a majority vote of the Series B preferred stockholders, if any of the respective preferred stock was outstanding. Dividends The holders of the Convertible Preferred Stock were entitled to receive noncumulative dividends when and if declared by the Company’s board of directors. If the Company declared, paid or set aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the holders of the Convertible Preferred Stock were entitled to the same dividend based on the number of common shares the Convertible Preferred Stock would convert into. No dividends were declared or paid during the years ended December 31, 2020 or 2019. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, holders of the Series C preferred stock then outstanding were entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment was made to the holders of Series A and B preferred stock or common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Series C preferred stock original issue price ($3.21), plus any accrued but unpaid dividends declared, and (ii) an amount per share if the Series C preferred stock had been converted prior to the liquidation event. Next, the holders of the Series A preferred stock then outstanding together with holders of Series B preferred stock were entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment would be made to the common stockholders by reason of their ownership thereof, an amount per share equal to the greater of (i) their original issue price, which was $1.00 and $2.02 for Series A and B preferred stock, respectively, plus any accrued but unpaid dividends declared, and (ii) an amount per share if the Series A and B preferred stock, respectively, had been converted prior to the liquidation event. Conversion The Convertible Preferred Stock was convertible into common stock at any time at the option of the holder, and was subject to automatic conversion upon the closing of a firm commitment underwritten public offering with either a price per share of at least $22.80 and proceeds of at least $100,000 or approval by a specified vote of the Convertible Preferred Stockholders. As of December 31, 2019, the Convertible Preferred Stock was convertible into 59,382,845 shares of common stock. On July 8, 2020, the required Convertible Preferred Stockholders authorized the automatic conversion of all shares of Convertible Preferred Stock in an IPO, regardless of the price per share or total proceeds raised, as long as the IPO was completed on or before September 30, 2020. Protective Rights For as long as any of the Series C preferred stock was outstanding, a requisite vote of the Convertible Preferred Stockholders was required to affirm a liquidation, dissolution, a merger or consolidation or any other deemed liquidation event if the per share proceeds to the holders of the Series C preferred stock would be equal to or greater than $22.80 per share. In addition, both a requisite vote of the Convertible Preferred Stockholders and a majority of the Series C preferred stockholders was required to affirm a liquidation, dissolution, a merger or consolidation or any other deemed liquidation event if the per share proceeds to the holders of the Series C preferred stock was less than $22.80 per share.

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