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CONVERTIBLE PREFERRED STOCK | 12 Months Ended
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Dec. 31, 2021
Temporary Equity Disclosure [Abstract] |
CONVERTIBLE PREFERRED STOCK | 10. CONVERTIBLE PREFERRED STOCK Legacy Hyperfine Convertible Preferred Stock Legacy Hyperfine had issued four series of Convertible Preferred Stock, Series A through Series D. The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Legacy Hyperfine immediately prior to the Business Combination:
Class |  | Year of Class Issuance |  |  | Issuance Price per share |  |  | Shares Authorized |  |  | Shares Issued and Outstanding |  |  | Total Proceeds or Exchange Value |  |  | Issuance Costs |  |  | Net Carrying Value |  |  | Initial Liquidation Price per share |
Series A |  |  | 2014 |  |  | $ | 0.04 |  |  |  | 25,000,000 |  |  |  | 25,000,000 |  |  | $ | 1,000 |  |  | $ | 2 |  |  | $ | 998 |  |  | $ | 0.80 |
Series B |  |  | 2017 |  |  |  | 0.80 |  |  |  | 10,625,000 |  |  |  | 10,625,000 |  |  |  | 8,500 |  |  |  | — |  |  |  | 8,500 |  |  |  | 0.80 |
Series C |  |  | 2017 |  |  |  | 1.88 |  |  |  | 31,586,210 |  |  |  | 31,586,210 |  |  |  | 59,382 |  |  |  | 234 |  |  |  | 59,148 |  |  |  | 1.88 |
Series D |  |  | 2020-2021 |  |  |  | 2.15 |  |  |  | 62,577,618 |  |  |  | 41,970,981 |  |  |  | 90,237 |  |  |  | 136 |  |  |  | 90,101 |  |  |  | 2.15 |
|  |  |  |  |  |  |  |  |  |  | 129,788,828 |  |  |  | 109,182,191 |  |  | $ | 159,119 |  |  | $ | 372 |  |  | $ | 158,747 |  |  |  |  |
The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Legacy Hyperfine as of December 31, 2020:
Class |  | Year of Class Issuance |  |  | Issuance Price per share |  |  | Shares Authorized |  |  | Shares Issued and Outstanding |  |  | Total Proceeds or Exchange Value |  |  | Issuance Costs |  |  | Net Carrying Value |  |  | Initial Liquidation Price per share |
Series A |  |  | 2014 |  |  | $ | 0.04 |  |  |  | 25,000,000 |  |  |  | 25,000,000 |  |  | $ | 1,000 |  |  | $ | 2 |  |  | $ | 998 |  |  | $ | 0.80 |
Series B |  |  | 2017 |  |  |  | 0.80 |  |  |  | 10,625,000 |  |  |  | 10,625,000 |  |  |  | 8,500 |  |  |  | — |  |  |  | 8,500 |  |  |  | 0.80 |
Series C |  |  | 2017 |  |  |  | 1.88 |  |  |  | 31,586,210 |  |  |  | 31,586,210 |  |  |  | 59,382 |  |  |  | 234 |  |  |  | 59,148 |  |  |  | 1.88 |
Series D |  |  | 2020 |  |  |  | 2.15 |  |  |  | 62,577,618 |  |  |  | 27,799,648 |  |  |  | 59,769 |  |  |  | 129 |  |  |  | 59,640 |  |  |  | 2.15 |
|  |  |  |  |  |  |  |  |  |  | 129,788,828 |  |  |  | 95,010,858 |  |  | $ | 128,651 |  |  | $ | 365 |  |  | $ | 128,286 |  |  |  |  |
The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Convertible Preferred Stock are as follows: Dividends Dividends shall accrue to holders of the Convertible Preferred Stock at the rate of 8% of the original issue price for the applicable series of Convertible Preferred Stock, per annum subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, reclassification and other similar events payable only when, and if, declared by Legacy Hyperfine’s board of directors. The right to receive dividends on Convertible Preferred Stock is not cumulative, and therefore, if not declared in any year, the right to such dividends shall terminate and shall not carry forward into the next year. There have been no dividends declared to date. Liquidation Rights In the event of any liquidation, dissolution or winding up of Legacy Hyperfine, whether voluntary or involuntary or a deemed liquidation event (which includes a merger, the sale of all of Legacy Hyperfine’s assets, or a transaction which the holders of capital stock of Legacy Hyperfine hold less than 50% of the voting securities) (each a “Liquidation Event”), the holders of the Convertible Preferred Stock are entitled to be paid out of the assets of Legacy Hyperfine available for distribution to stockholders, pari passu, at a liquidation price per share equal to the greater of: (1) the applicable original issue price of such Convertible Preferred Stock, plus any declared and unpaid dividends or (2) an amount that would have been payable had all the shares of the Convertible Preferred Stock been converted into Legacy Hyperfine common stock. These payments will be made to or set aside prior to the holders of shares of any other class or series of capital stock that is not, by its terms, senior to the Convertible Preferred Stock. Voting Rights The holders of shares of the Convertible Preferred Stock shall be entitled to vote on all matters on which the holders of shares of Legacy Hyperfine common stock shall be entitled to vote. Each holder of record of shares of Series A Convertible Preferred Stock shall be entitled to ten votes per share of Legacy Hyperfine Special-voting common stock into which such Series A Convertible Preferred Stock are convertible, as discussed below under “Conversion,” on all matters to be voted on by Legacy Hyperfine’s stockholders. Each holder of record of shares of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock shall be entitled to one vote per share of Legacy Hyperfine common stock into which such Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series D Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters to be voted on by Legacy Hyperfine’s stockholders. The holders of Convertible Preferred Stock and the holders of Legacy Hyperfine common stock shall vote together and not as separate classes. There shall be no series voting. Conversion Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of Legacy Hyperfine Special-voting common stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the Series A Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance into shares of Legacy Hyperfine common stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the respective series of Convertible Preferred Stock, which is equal to the original issuance price for each series of Convertible Preferred Stock. Upon the earlier to occur of (i) election of the Convertible Preferred Stock by (A) the consent or vote of the majority holders of the Convertible Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis), (B) the consent or vote of the majority holders of Series C Convertible Preferred Stock (voting separately as a single class) and (C) the consent or vote of the majority holders of Series D Convertible Preferred Stock (voting separately as a single class) or (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933 covering the offer and sale of shares of Legacy Hyperfine common stock in which the aggregate gross proceeds to Legacy Hyperfine are at least $80,000 (1) each share of Series A Convertible Preferred Stock shall automatically be converted into shares of Legacy Hyperfine Special-voting common stock on a 1 for 1 basis and (2) each share of Series B, Series C and Series D Convertible Preferred Stock shall automatically be converted into Legacy Hyperfine common stock on a 1 for 1 basis. Upon the closing of the Business Combination, the Convertible Preferred Stock converted into Class A and Class B common stock based on the Business Combination’s Hyperfine Exchange Ratio of 0.3275 of the Company’s shares for each Legacy Hyperfine share. The Company recorded the conversion at the carrying value of the Convertible Preferred Stock at the time of the Closing. There are no shares of Convertible Preferred Stock outstanding as of December 31, 2021. Liminal Convertible Preferred Stock On April 1, 2021 Liminal effected a recapitalization whereby each share of Liminal common stock outstanding was exchanged for shares of Liminal Series A-1 preferred stock and Liminal Series A-2 preferred stock. The value ascribed to the preferred stock is equivalent to the total amount of historical equity investments contributed by the common shareholder. There were no new investments or changes in control in conjunction with the recapitalization. The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Liminal Convertible Preferred Stock are as follows: Dividends Dividends shall accrue to holders of the Convertible Preferred Stock at the rate of 8% of the original issue price for the applicable series of Convertible Preferred Stock, per annum subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, reclassification and other similar events payable only when, and if, declared by Liminal’s board of directors. The right to receive dividends on Convertible Preferred Stock is not cumulative, and therefore, if not declared in any year, the right to such dividends shall terminate and shall not carry forward into the next year. There have been no dividends declared to date. Liquidation Rights In the event of any liquidation, dissolution or winding up of Liminal, whether voluntary or involuntary or a deemed liquidation event (which includes a merger, the sale of all of Liminal’s assets, or a transaction which the holders of capital stock of Liminal hold less than 50% of the voting securities) (each a “Liquidation Event”), the holders of the Convertible Preferred Stock are entitled to be paid out of the assets of Liminal available for distribution to stockholders, pari passu, at a liquidation price per share equal to the greater of: (1) the applicable original issuance price of $.1287 per share for Series A-1 and Series A-2 Convertible Preferred Stock, plus any declared and unpaid dividends or (2) an amount that would have been payable had all the shares of the Convertible Preferred Stock been converted into Liminal common stock. These payments will be made to or set aside prior to the holders of shares of any other class or series of capital stock that is not, by its terms, senior to the Convertible Preferred Stock. Voting Rights The holders of shares of the Convertible Preferred Stock shall be entitled to vote on all matters on which the holders of shares of Liminal common stock shall be entitled to vote. Each holder of record of shares of Series A-1 Convertible Preferred Stock shall be entitled to ten votes per share of Liminal Special-voting common stock into which such Series A-1 Convertible Preferred Stock are convertible, as discussed below under “Conversion,” on all matters to be voted on by Liminal’s stockholders. Each holder of record of shares of Series A-2 Convertible Preferred Stock shall be entitled to one vote per share of Liminal common stock into which such Series A-2 Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters to be voted on by Liminal’s stockholders. The holders of Convertible Preferred Stock and the holders of Liminal common stock shall vote together and not as separate classes. There shall be no series voting. Conversion Each share of Series A-1 Convertible Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of Liminal Special-voting common stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional shares of Liminal common stock for no consideration or consideration less than the conversion price of the Series A Convertible Preferred Stock. Each share of Series A-2 Convertible Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance into shares of Liminal common stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional shares of common stock for no consideration or consideration less than the conversion price of the respective series of Convertible Preferred Stock, which is equal to the original issuance price for each series of Convertible Preferred Stock. Upon the earlier to occur of (i) election of the Convertible Preferred Stock by the consent or vote of the majority holders of the Convertible Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis) or (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of shares of Liminal common stock in which the aggregate gross proceeds to Liminal are at least $80,000 (1) each share of Series A-1 Convertible Preferred Stock shall automatically be converted into shares of Liminal Special-voting common stock on a 1 for 1 basis and (2) each share of Series A-2 Convertible Preferred Stock shall automatically be converted into Liminal common stock on a 1 for 1 basis. Upon the closing of the Business Combination, the Liminal Convertible Preferred Stock converted into Class A and Class B common stock based on the Business Combination’s Liminal Exchange Ratio of 0.1796 of the Company’s shares for each Liminal share. The Company recorded the conversion at the carrying value of the Convertible Preferred Stock at the time of the Closing. There are no shares of Convertible Preferred Stock outstanding as of December 31, 2021.

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