The Designated, Issued and Outstanding Shares of Convertible Preferred Stock, by Series |
The designated, issued and outstanding shares of convertible preferred stock, by series, as of December 31, 2017 were as follows (aggregate liquidation amount and proceeds, net of issuance costs, in thousands): | | | | | | | | | | | | | | | | | | | | | | | Shares Designated | | Original Issue Price | | Shares Issued and Outstanding | | Common Stock Equivalents (1) | | Aggregate Liquidation Amount | | Proceeds, Net of Issuance Costs | Series A | 12,768,492 |
| | $ | 1.9579445 |
| | 12,618,279 |
| | 12,618,279 |
| | $ | 24,706 |
| | $ | 23,848 |
| Series B | 31,034,696 |
| | $ | 3.2222 |
| | 13,801,318 |
| | 13,801,318 |
| | 44,471 |
| | 43,616 |
| Series C-1 | 8,660,572 |
| | $ | 3.97 |
| | 8,558,686 |
| | 8,558,686 |
| | 33,978 |
| | 34,382 |
| Series C | 5,037,784 |
| | $ | 3.97 |
| | 5,037,784 |
| | 5,037,784 |
| | 20,000 |
| | 19,469 |
| Series D (2)(3) | 80 |
| | $ | 500,000 |
| | 80 |
| | | | 85,160 |
| | 39,739 |
| Total | 57,501,624 |
| | | | 40,016,147 |
| | | | $ | 208,315 |
| | $ | 161,054 |
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_______________________ | | (1) | The Series D shares were convertible into shares in the next equity financing (either preferred or common) at a 50% discount to the fair value price per share of the shares to be issued in the next financing, therefore, the Series D common stock equivalents and the totals for common stock equivalents have been left blank. |
| | (2) | Aggregate liquidation amount included accrued and unpaid dividends of $5.2 million as of December 31, 2017. |
| | (3) | Proceeds, net of issuance costs, included $35.0 million in cash and $5.0 million from the conversion of the Amended Cosmederm Note (see more discussions below) less issuance costs of approximately $0.3 million. This line excluded the Series D 2X liquidation preference net issuance price of $18.2 million, the loss on the issuance of Series D of $35.2 million, loss on extinguishment of related-party note payable of $6.7 million and accrued Series D dividends of $5.2 million. |
Private Evofem and Cosmederm entered a promissory note during 2015, which was amended in July 2016 in conjunction with the Private Evofem’s Series D financing (the Amended Cosmederm Note). Cosmederm assigned the Amended Cosmederm Note with the then outstanding principal balance of $10.0 million to WIM. As a condition to closing the Private Evofem’s Series D, WIM immediately converted $5.0 million of the Amended Cosmederm Note into 10 shares of the Private Evofem’s Series D and canceled the remaining $5.0 million.
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