10. Redeemable Convertible Preferred Stock

In October 2018, the Company issued 2,051,741 shares of its Series A redeemable convertible preferred stock at a price of $9.77 per share for gross cash proceeds of $20.0 million and issued 26,338 shares of its Series A-1 redeemable convertible preferred stock upon the conversion of the outstanding convertible notes and accrued interest. In January 2019, the Company issued 46,630 shares of its Series A-2 redeemable convertible preferred stock at a price of $10.72 per share for gross cash proceeds of $0.5 million.

In March 2021, the Company issued 2,790,590 shares of Series B redeemable convertible preferred stock at a price of $35.83 per share for gross cash proceeds of $100.0 million.

The rights, preferences and privileges of the redeemable convertible preferred stock are as follows:

Voting—The holder of each share of Series A, A-1, A-2 and Series B redeemable convertible preferred stock has the right to one vote of each share of common stock into which such redeemable convertible preferred stock is convertible. The holders of Series B redeemable convertible preferred stock, voting as a separate class, shall be entitled to elect two directors to the Company’s Board of Directors. The holders of Series A redeemable convertible preferred stock, voting as a separate class, shall be entitled to elect one director to the Company’s Board of Directors. The holders of common stock, voting as a separate class, shall be entitled to elect two directors to the Company’s Board of Directors.

Dividends—The holders of shares of redeemable convertible preferred stock, in preference to the holders of common stock, shall be entitled to receive, but only out of funds that are legally available, cash dividends at the annual per share rate of 6.0% per annum based on the original issue price. Such dividends shall be payable only when, as and if declared by the Company’s Board of Directors and shall be non-cumulative. No dividends have been declared as of December 31, 2025 and June 30, 2026, respectively.

Conversion—Each share of redeemable convertible preferred stock shall be convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder, into such number of shares of common stock at the conversion rate that is determined by dividing the redeemable convertible preferred stock original issue price by the redeemable convertible preferred stock conversion price in effect at the time of conversion. The conversion price shall initially be equal to the applicable original issue price subject to certain anti-dilution adjustments. As of June 30, 2026, the Company’s redeemable convertible preferred stock was convertible into the Company’s shares of common stock on a one-for-one basis.

Each share of redeemable convertible preferred stock is automatically converted into common stock shares at the then effective conversion rate (i) upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $100.0 million of gross proceeds to the Company, or (ii) if such offering is otherwise approved by vote or written consent of at least a majority of the outstanding shares of the redeemable convertible preferred stock voting together as a single class on an as-converted basis, which majority shall include at least a majority of Series B redeemable convertible preferred stock.

Liquidation Preference—In the event of a liquidation, dissolution or winding up of the Company, the holders of redeemable convertible preferred stock are entitled to be paid out of the assets of the Company legally available for distribution before any distribution or payment is made to holders of the Company’s common stock. In the event of a liquidation, dissolution or winding up of the Company, the holders of the redeemable convertible preferred stock are entitled to receive the amount per share of redeemable convertible preferred stock owned equal to the greater of (i) the original issue price, plus any dividends declared but unpaid thereon for any redeemable convertible preferred stock owned, or (ii) such amount per share as would have been payable had all shares of redeemable convertible preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. If upon any such liquidation, dissolution or winding up of the Company or deemed liquidation event, the assets of the Company available for distribution to its stockholders are insufficient to pay the holders of shares of redeemable convertible preferred stock the full amount to which they are entitled, the holders of shares of redeemable convertible preferred stock will share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution as if all amounts payable on or with respect to such shares were paid in full.

The remaining assets of the Company are distributed among the common and redeemable convertible preferred stockholders pro rata based on the number of shares held by each holder on an as-converted basis.

Redemption—Upon the occurrence of certain change in control events that are outside of the Company’s control, including liquidation, sale or transfer, holders of the redeemable convertible preferred stock can effectively cause redemption for cash. As a result, the Company classified the redeemable convertible preferred stock as mezzanine equity on the balance sheets as the stock is contingently redeemable.