As of September 30, 2020, the terms of the Company’s equity securities were defined in the Company’s Fourth Amended and Restated Certificate of Incorporation, which was filed with the Secretary of the State of Delaware on June 3, 2020 (the “Fourth Charter”). Under the Fourth Charter, the Company was authorized to issue Series Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock, each of which had a par value of $0.0005 per share and which are referred to collectively as Preferred Stock. On October 6, 2020, in connection with the consummation of the IPO, the Company filed its Fifth Amended and Restated Certificate of Incorporation with the Secretary of the State of Delaware. The summary below relates to the Company’s Fourth Charter.

As described in Note 1, on September 25, 2020 the Company effected a one-for-8.4335 reverse stock split of its issued and outstanding common stock, stock options and common stock warrants and a proportional adjustment to the existing conversion ratios for the Company’s convertible preferred stock. Accordingly, all issued and outstanding common stock, options to purchase common stock and per share amounts contained in the condensed consolidated financial statements have been retroactively adjusted to give effect to the reverse stock split for all periods presented.

Under the Fourth Charter, the Company’s common stock had a par value of $0.0001 and the holders of common stock were entitled to one vote for each share held at all meetings of stockholders and written actions in lieu of meetings provided. The Fourth Charter also provided that all dividends shall be declared and paid pro rata according to the number of shares held by each holder of common stock. In the event of a liquidation, dissolution or winding up of the Company, the common stock ranks behind the Preferred Stock in terms of distribution of assets. The holders of the common stock have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such stock.

In June and July 2020, the Company closed a $150.0 million Series B Financing with existing and new investors. As part of the Series B Financing, the Company issued 142,857,142 shares of its Series B preferred stock at a purchase price of $1.05 per share, for aggregate gross proceeds of $150.0 million. Of the amounts above, 138,571,428 shares were issued for gross proceeds of $145.5 million, less related offering costs of $4.5 million in June 2020, and 4,285,714 shares were issued for proceeds of $4.5 million in July 2020.

As of September 30, 2020 and December 31, 2019, Preferred Stock consisted of the following (in thousands, except share data):

	SEPTEMBER 30, 2020
	PREFERRED STOCK AUTHORIZED		PREFERRED STOCK ISSUED AND OUTSTANDING		CARRYING VALUE		LIQUIDATION VALUE		COMMON STOCK ISSUABLE UPON CONVERSION
Series Seed Preferred Stock		4,000,000		4,000,000	$	1,000	$	1,000		474,298
Series A Preferred Stock		110,000,000		109,145,900		109,995		109,995		12,941,857
Series B Convertible Preferred Stock		150,000,000		142,857,142		145,525		145,525		16,939,224
		264,000,000		256,003,042	$	256,520	$	256,520		30,355,379


	DECEMBER 31, 2019
	PREFERRED STOCK AUTHORIZED		PREFERRED STOCK ISSUED AND OUTSTANDING		CARRYING VALUE		LIQUIDATION VALUE		COMMON STOCK ISSUABLE UPON CONVERSION
Series Seed Preferred Stock		4,000,000		4,000,000	$	1,000	$	1,000		474,298
Series A Preferred Stock		110,000,000		109,145,900		109,995		109,995		12,941,857
FF Preferred Stock		32,760,000		—		—		—		—
		146,760,000		113,145,900	$	110,995	$	110,995		13,416,155

The following is a summary of the rights and privileges of the holders of Preferred Stock as of September 30, 2020 and December 31, 2019, which is comprised of shares of Series Seed preferred stock, Series A preferred stock and Series B preferred stock, each of which has a par value of $0.0005 per share:

As of September 30, 2020, all outstanding shares of Preferred Stock were convertible into common stock on a 8.4335-to-one basis at any time at the option of the holder and were mandatorily convertible upon the consummation of a qualified initial public offering, which was defined as an underwritten public offering resulting in at least $50.0 million in gross proceeds to the Company (see Note 13).

All shares of Preferred Stock have voting rights that provide for voting on an as-converted to common stock basis, with each share entitled to the number of votes equal to the number of whole shares into which such share is then convertible. As a result, under the Fourth Charter, as of September 30, 2020, every 8.4335 shares of Preferred Stock was entitled to one vote.

The Preferred Stock was not redeemable except in the event of a liquidation. The Series Seed Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock were entitled to receive liquidation payments at their respective issuance prices together with any accrued but unpaid dividends in preference to the common stock. Because the Series Seed Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock were only mandatorily redeemable upon the occurrence of a liquidation event and the preferred stockholders had control of the Company’s board of directors, they are classified in the mezzanine section of the Company’s condensed consolidated balance sheet.

The Series B Preferred Stock had dividend preference over all shares of common stock or Preferred Stock. Under the Fourth Charter, the holders of the Series B Preferred Stock then outstanding were entitled to receive, first or simultaneously, a dividend on each outstanding share of Series B Preferred Stock in an amount at least equal to the greater of the amount of accrued dividends on the Series B Preferred Stock and the amount that would be paid to holders of Series B Preferred Stock on an as-converted to common stock basis or other shares pursuant to the dividend granted. The Series A Preferred Stock had similar dividend preference over the common stock.

The Series Seed Preferred Stock is eligible to receive dividends on a pro rata as-converted basis in proportion to the number of shares of common stock that would be held upon conversion to common stock. Series A Preferred Stock and Series B Preferred Stock accrue dividends at a rate of $0.08 and $0.084 per annum, respectively, and are payable only if and when declared by the Company’s board of directors or in the event of a liquidation.