Redeemable Convertible Preferred Stock

6 Months Ended

Jun. 30, 2021

The balances of redeemable convertible preferred stock are as follows (in thousands, except for shares):


	As of June 30, 2021
	Shares Authorized	Shares Outstanding	Liquidation Amount		Carrying Value
Series A redeemable convertible preferred stock	20,000,000	4,000,000	$	2,000	$	1,988
Series B redeemable convertible preferred stock	31,666,660	6,333,332	10,450		10,424
Series C redeemable convertible preferred stock	48,914,230	9,782,845	18,575		18,547
Series D redeemable convertible preferred stock	33,281,620	6,656,323	20,109		20,069
Series E redeemable convertible preferred stock	24,911,563	4,982,311	50,000		49,879
Series F redeemable convertible preferred stock	20,193,371	4,038,672	60,000		59,944

A general summary of the rights with respect to the Series A-F redeemable convertible preferred stock is provided below.

Dividends

The holders of the outstanding shares of the preferred stock shall be entitled to receive dividends from time to time out of any assets legally available for payment of dividends, when, as, and if declared by the Board of Directors, on a pro rata, pari passu basis. Dividends on preferred stock are in preference to and prior to any payment of any dividend on common stock. No dividends have been declared by the Board of Directors.

Liquidation Preference

The preferred stock has liquidation preferences that entitle these stockholders to receive, prior and in preference to both holders of the Company’s Common Stock or any other capital stock of the Company, an amount equal to (i) in the case of Series A Preferred Stock, $0.50 per share plus an additional amount equal to all dividends accrued or declared but unpaid on each such share, (ii) in the case of Series B Preferred Stock, $1.65 per share plus an additional amount equal to all dividends accrued or declared but unpaid on each such share, (iii) in the case of Series C Preferred Stock, $1.8985 per share plus an additional amount equal to all dividends accrued or declared but unpaid on each such share, (iv) in the case of Series D Preferred Stock, $3.0210 per share plus an additional amount equal to all dividends accrued or declared but unpaid on each such share, (v) in the case of Series E Preferred Stock, $10.0355 per share plus an additional amount equal to all dividends accrued or declared but unpaid on each such share, and (vi) in the case of Series F Preferred Stock, $14.8565 per share plus an additional amount equal to all dividends accrued or declared but unpaid on each such share. If upon liquidation, the assets and funds distributed are insufficient to permit the payment to each holder of Preferred Stock the full preferential amount, the entire assets and funds legally available for distribution shall be distributed ratably among the holders of the preferred stock based upon the aggregate liquidation preferences of the shares of the preferred stock held by each such holder.

Conversion

Each share of each series of Preferred Stock is convertible, at the option of the holder, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the applicable original issue price by the applicable conversion price for such series of Preferred Stock. The initial conversion price for each share of Preferred Stock shall be its original issue price. The conversion price will be subject to adjustment as provided in the anti-dilution protection, meaning that if equity securities are subsequently issued at a price per share less than the conversion price then in effect, the conversion price of each series of Preferred Stock will be adjusted using a broad based, weighted average adjustment formula. All outstanding shares of Preferred Stock shall automatically convert into fully paid and non-assessable shares of Common Stock on the earlier of (a) the closing of a qualified public offering, (b) the conversion of a majority of the shares of preferred stock, or (c) the date and time, or the occurrence of an event, specified by the vote or written consent of the holders of a majority of the then outstanding shares of the preferred stock, voting together as a single class on an as-converted basis.

Voting

Holders of the preferred stock have the right to one vote for each whole share of Common Stock into which such holder’s share of preferred stock could then be converted. The holders of Common Stock shall have one vote for each share held on all matters except for a vote on any amendment to the Certificate of Incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled to vote pursuant to the Certificate of Incorporation.

Redemption

At any time on or after September 28, 2025, the holders of a majority of the then outstanding shares of Preferred Stock may require the Company to redeem the preferred stock in three equal annual installments at a price equal to the greater of (i) the liquidation preference or (ii) the fair market value of a single share of such series of Preferred Stock as of the date of the redemption request. On each Redemption Date the Company shall redeem, on a pro rata basis, the aggregate number of shares of Preferred stock outstanding immediately prior to the Redemption Date divided by the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies).