In June 2021, the Company’s board of directors and stockholders, respectively approved a 1.8746 for-one forward stock split, which was effected on June 17, 2021. On June 28, 2021, all outstanding shares of the Company’s Series A preferred stock were converted into 17,512,685 shares of the Company’s common stock on a one-to-one basis and their carrying value of $35.9 million was reclassified into stockholders’ equity. As of December 31, 2021, there were no shares of convertible and redeemable preferred stock issued and outstanding.

As of December 31, 2020, Series A preferred stock consisted of the following (in thousands, except share data):


	Shares Authorized		Shares Issued and Outstanding		Aggregate Liquidation Preference		Proceeds, net of Issuance Cost
Series A preferred stock		9,600,000		9,342,092	$	41,586	$	35,638

As of December 31, 2020, the Series A preferred stock had the followings rights and privileges:

Each holder of shares of Series A preferred stock was entitled to the number of votes equal to the number of shares of common stock into which the shares of Series A preferred stock held by such holder were convertible. The holders of shares of Series A preferred stock were entitled to vote on all matters on which the common stockholders were entitled to vote.

The holders of shares of Series A preferred stock were also entitled to elect three directors to the board. Additionally, there were certain matters that required approval of a majority of the holders of shares of Series A preferred stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Teknova’s shares of Series A preferred stock then outstanding were entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Series A preferred stock then-outstanding were entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the Available Proceeds (as defined below), as applicable, before any payment were to be made to the holders of shares of common stock, an amount per share equal to the greater of (i) the applicable original issue price per share, plus any declared but unpaid dividends, or (ii) an amount per share as would have been payable had all the shares of Series A preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the Series A Liquidation Amount). In the event the Company had insufficient assets to pay the holders of shares of Series A preferred stock the full liquidation preference, the holders of shares of Series A preferred stock were to be paid ratably in proportion to the full amounts to which they would otherwise be entitled.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment in full of all Series A Liquidation Amounts required to be paid to the holders of shares of Series A preferred stock, the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of Series A preferred stock or the remaining Available Proceeds, as the case may be, would be distributed among the holders of shares of common stock, pro rata based on the number of shares held by each such holder.

Each of the following events would be considered a “Deemed Liquidation Event” unless the holders of shares of at least a majority of the outstanding shares of Series A preferred stock voting as a single class on an as-converted basis (the Requisite Holders) elect otherwise: (i) a merger or consolidation in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation did not continue to represent immediately following such merger or consolidation at least a majority, by voting power, of the outstanding capital stock of the surviving or resulting corporation or the parent corporation that wholly owned the surviving or resulting corporation, or (ii) a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company and its subsidiaries (other than to a wholly-owned subsidiary of the Company).

“Available Proceeds” refers to consideration received by the Company for a Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the board of directors), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders.

The holders of shares of Series A preferred stock were entitled to receive cumulative dividends (the Series A Accruing Dividends) at a rate of 8% per annum based on the Series A preferred stock issuance price of $3.8469196 per share of Series A preferred stock issued and outstanding, subject to appropriate adjustments for any stock dividends, stock splits, combinations, recapitalizations, or the like. Dividends were due and payable only upon a Deemed Liquidation Event. In the event of a dividend declared on undistributed earnings, the preferred stockholders would participate in the dividend equally along with common stockholders. The preferred shares participated equally with common stockholders on earnings, but did not participate in losses.

After payment of dividends under a deemed liquidation event to the holders of shares of the Series A preferred stock, any additional dividends would be distributed among all holders of shares of the Company’s common stock and Series A preferred stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of Series A preferred stock were converted to common stock.

In the event any shares of Series A preferred stock were converted into common stock prior to a Deemed Liquidation Transaction, then such shares will not be entitled to receive any Series A Accruing Dividends.

Each share of Series A preferred stock was convertible at any time at the option of the holder into such number of fully paid and non-assessable shares of common stock as determined by dividing the original issue price for Series A preferred stock by the conversion price in effect at the time of conversion. The Series A conversion price was initially set at $3.8469196.

All outstanding shares of Series A preferred stock would automatically be converted into shares of common stock, at the then-effective conversion rate upon either (i) the closing of the sale of shares of common stock to the public at a price of at least $11.5407588 per share (as adjusted for any stock dividends, stock splits, combinations, recapitalizations, or the like), in a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in proceeds to the Company of at least $50.0 million, net of the underwriting discount and commissions, and in connection with such offering the common stock was listed for trading on a stock exchange or marketplace approved the board of directors, including the approval of at least one Series A Director, as

defined in the Series A Stock Purchase Agreement, dated January 14, 2019, or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of shares of at least a majority of the outstanding shares of Series A preferred stock voting as a single class on an as-converted basis.

The conversion price per share of Series A preferred stock would be reduced if the Company issues any additional shares of common stock without consideration or for consideration per share less than the Series A preferred stock conversion price in effect.

As a Deemed Liquidation Event could result in repurchase of the Series A preferred stock, and the board of directors of Teknova was controlled by the Series A holders, the Series A preferred stock was redeemable contingent upon the occurrence of an event that was not probable. Accordingly, the Company presented the Series A preferred stock outside of permanent equity as mezzanine equity. The Series A preferred stock was recorded at its issuance date fair value of the net proceeds raised through the issuance of Series A preferred stock. The Series A preferred stock did not require subsequent measurement until the Series A preferred stock was probable to become redeemable.