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Redeemable Convertible Preferred Stock | 6 Months Ended
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Jun. 30, 2021
Redeemable Convertible Preferred Stock [Abstract] |
Redeemable Convertible Preferred Stock | Note 7. Redeemable Convertible Preferred Stock The Company has the following redeemable convertible preferred stock issued and outstanding at June 30, 2021 and December 31, 2020 (in thousands, except share and per share data):
|  | Shares Authorized |  |  | Shares Issued and Outstanding |  |  | Original Issuance Price |  |  | Liquidation Amount |  |  | Issuance Costs |  |  | Carrying Value |
Series A |  |  | 3,804,344 |  |  |  | 3,804,344 |  |  | $ | 1.38 |  |  | $ | 5,250 |  |  | $ | 9 |  |  | $ | 5,241 |
Series B |  |  | 1,209,621 |  |  |  | 1,209,621 |  |  | $ | 5.79 |  |  |  | 7,000 |  |  |  | 106 |  |  |  | 6,894 |
Series C |  |  | 2,372,371 |  |  |  | 2,342,857 |  |  | $ | 9.49 |  |  |  | 22,226 |  |  |  | 208 |  |  |  | 22,018 |
Series D |  |  | 2,507,720 |  |  |  | 2,447,818 |  |  | $ | 12.56 |  |  |  | 30,750 |  |  |  | 647 |  |  |  | 30,103 |
Series E |  |  | 1,921,902 |  |  |  | 1,899,847 |  |  | $ | 15.87 |  |  |  | 30,150 |  |  |  | 106 |  |  |  | 30,044 |
Series F |  |  | 2,425,432 |  |  |  | 1,062,715 |  |  | $ | 21.88 |  |  |  | 23,250 |  |  |  | 219 |  |  |  | 23,031 |
|  |  | 14,241,390 |  |  |  | 12,767,202 |  |  |  |  |  | $ | 118,626 |  |  | $ | 1,295 |  |  | $ | 117,331 |
The rights and preferences of holders of the redeemable convertible preferred stock as of June 30, 2021 were as follows: Voting Rights The holder of each share of redeemable convertible preferred stock has the voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as a single class with common stock. Election of Directors The holders of a majority of the Shares of Series A, Series B, Series C and Series D redeemable convertible preferred stock, voting separately as a single class, are entitled to each elect one director of the Company. The holders of a majority of the shares of Series E and Series F redeemable convertible preferred stock, voting together as a single class, are entitled to elect one director of the Company. Dividends The holders of Series A, Series B, Series C, Series D, Series E and Series F redeemable convertible preferred stock are entitled to receive dividends declared by the board of directors in proportion to the numbers of shares of common stock, which are held by each holder if all shares of such series of redeemable convertible preferred stock were converted to common stock at the then-effective conversion rate of each series of redeemable convertible preferred stock. No dividends shall be paid on any common stock (other than dividends on shares of common stock payable in shares of common stock) until dividends to the holders of the redeemable convertible preferred stock have been paid. As of June 30, 2021, no dividends have been declared to date. Liquidation Rights In the event of any liquidation, dissolution, or winding-up of the Company, either voluntary or involuntary, the holders of Series F, Series E and Series D redeemable convertible preferred stock shall be entitled to receive on a pari passu basis among each other, prior to and in preference to any distribution of any of the assets to the holders of Series C redeemable convertible preferred stock, Series B redeemable convertible preferred stock, Series A redeemable convertible preferred stock, and the common stock of the Company, an amount per share equal to the sum of the original issue price of the redeemable convertible preferred stock and all declared and unpaid dividends on such shares of redeemable convertible preferred stock. After the payment of all preferential amounts required to be paid to the holders of Series D redeemable convertible preferred stock, the holders of Series C redeemable convertible preferred stock shall be entitled to receive, prior to and in preference to any distribution of any of the assets to the holders of Series B redeemable convertible preferred stock, Series A redeemable convertible preferred stock, and the common stock of the Company, an amount per share equal to the sum of the original issue price of the redeemable convertible preferred stock and all declared and unpaid dividends on such shares of redeemable convertible preferred stock. After the payment of all preferential amounts required to be paid to the holders of Series C redeemable convertible preferred stock, the holders of Series B shall be entitled to receive, prior to and in preference to any distribution of any of the assets to the holders of Series A redeemable convertible preferred stock and the common stock of the Company, an amount per share equal to the sum of the original issue price of the redeemable convertible preferred stock and all declared and unpaid dividends on such shares of redeemable convertible preferred stock. After the payment of all preferential amounts required to be paid to the holders of Series B redeemable convertible preferred stock, the holders of Series A shall be entitled to receive, prior to and in preference to any distribution of any of the assets to the holders of common stock of the Company, an amount per share equal to the sum of the original issue price of the redeemable convertible preferred stock and all declared and unpaid dividends on such shares of redeemable convertible preferred stock. If upon the occurrence of such an event, the assets and funds distributed among the holders of the redeemable convertible preferred stock are insufficient to permit the payment to such holders of the redeemable convertible preferred stock, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the redeemable convertible preferred stock in proportion to the full preferential amount each such holders are otherwise entitled to have received pursuant to the entitlement as noted above. After the payment in full to holders of the redeemable convertible preferred stock as noted above, the remaining assets, if any, shall be distributed to the holders of the common and redeemable convertible preferred stock on a pro-rata as-if-converted basis. Conversion rights Each share of redeemable convertible preferred stock is convertible, at the option of the holder, at any time after the date of issuance of such share for such redeemable convertible preferred stock. Each share of redeemable convertible preferred stock shall be convertible into the number of shares of common stock determined by dividing the original issuance price by the conversion price. The initial conversion price for each share of redeemable convertible preferred stock is the original issuance price for such share of redeemable convertible preferred stock. Each share of redeemable convertible preferred stock automatically converts into the number of shares of common stock at the conversion price on the earlier of (i) immediately prior to the closing of a firmly underwritten public offering in the aggregate gross proceeds received by the Company are not less than $75.0 million and the Company’s valuation, represented by fair market value of the issued and outstanding shares of common stock (assuming conversion of all redeemable convertible preferred stock into common stock) immediately prior to giving effect to the issuance of any shares pursuant to such public offering, calculated based on the price per share at which the underwriters propose to sell such common stock to the public, is at least $425.0 million on or before the 12-month anniversary of the initial purchase date of the Series F redeemable convertible preferred stock, and at least $475.0 million after the twelve 12-month anniversary of the initial purchase date of the Series F redeemable convertible preferred stock (a “Qualified IPO”) or (ii) the date specified in a written request by the holders of a majority of the then outstanding shares of the Series E redeemable convertible preferred stock and the Series F redeemable convertible preferred stock, voting together as a separate class on an as-if converted basis. As of June 30, 2021, the conversion ratio for each series of redeemable convertible preferred stock was one-for-two, whereby each share of redeemable convertible preferred stock converts into two shares of common stock. Redemption The redeemable convertible preferred stock is recorded in mezzanine equity because, while it is not mandatorily redeemable, it will become redeemable at the option of the stockholders upon the occurrence of certain deemed liquidation events that are considered not solely within the Company’s control.

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