Annual report pursuant to Section 13 and 15(d)

Convertible Preferred Stock, Common Stock and Stockholders??? Deficit

v3.22.1
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit
 12 Months Ended
Dec. 31, 2021
Stockholders Equity Note [Abstract]  
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit

Note 9. Convertible Preferred Stock, Common Stock and Stockholders’ Equity (Deficit)

Immediately prior to the closing of the Merger, the convertible preferred stock was converted into Legacy Markforged common stock and recapitalized into Common Stock. There was no convertible preferred stock outstanding as of December 31, 2021. The following table summarizes details of convertible preferred stock authorized, issued and outstanding as of December 31, 2020. The Company has retroactively adjusted the shares issued and outstanding prior to July 14, 2021 to give effect to the Exchange Ratio to determine the number of shares of common stock into which they were converted:

 

 

 

December 31, 2020

 

(in thousands, except for share counts)

 

Shares
Authorized

 

 

Shares Issued
and
Outstanding

 

 

Issuance
Price Per
Share

 

 

Net
Carrying
Value

 

 

Liquidation
Preference

 

Series Seed

 

 

18,233,848

 

 

 

17,062,642

 

 

$

0.0649

 

 

$

1,107

 

 

$

1,107

 

Series A

 

 

28,725,920

 

 

 

27,354,298

 

 

 

0.3107

 

 

 

8,437

 

 

 

8,500

 

Series B

 

 

34,391,480

 

 

 

32,749,335

 

 

 

0.4635

 

 

 

15,096

 

 

 

15,180

 

Series C

 

 

14,468,290

 

 

 

13,777,449

 

 

 

2.1775

 

 

 

29,881

 

 

 

30,000

 

Series D

 

 

17,599,646

 

 

 

16,649,077

 

 

 

4.9906

 

 

 

82,976

 

 

 

83,089

 

Total convertible preferred stock

 

 

113,419,184

 

 

 

107,592,801

 

 

 

 

 

$

137,497

 

 

$

137,876

 

 

 

Repurchases

During the year ended December 31, 2021, immediately prior to the effective time of the Merger, the Company repurchased 4,499,998 shares of Legacy Markforged common stock from three employees for $10.00 per share. The value of the repurchase was recorded as a reduction of additional paid-in capital.

 

During the year ended December 31, 2020, the Company repurchased common stock from an employee. Concurrent to the repurchase, the Company was contractually obligated to repurchase an additional 250,471 shares of common stock from this employee for $4.52 per share in 2021, subject to certain conditions. This obligation was waived by the parties in April 2021.

 

Management determined the fair value of Legacy Markforged common stock prior to the merger using the methodology described in the Summary of Significant Accounting Policies, adjusting for changes in inputs based on material information known at the time of a repurchase transaction such as estimated timing to exit events and respective probabilities of such events occurring.

Common Stock Reserved for Future Issuance

The Company has reserved the following shares of common stock for future issuance:

 

 

 

December 31,
2021

 

 

December 31,
2020

 

Common stock options outstanding and unvested RSU

 

 

20,267,035

 

 

 

18,493,013

 

Shares available for issuance under the 2021 plan

 

 

21,502,768

 

 

 

—

 

Shares available for issuance under the 2013 plan

 

 

—

 

 

 

4,427,323

 

Convertible preferred stock outstanding

 

 

—

 

 

 

107,592,801

 

Warrants to purchase Series D convertible preferred stock

 

 

—

 

 

 

110,211

 

Common stock warrants outstanding

 

 

8,525,000

 

 

 

180,928

 

Shares available for issuance as Earnout RSU

 

 

1,400,000

 

 

 

—

 

Employee stock purchase plan

 

 

4,700,000

 

 

 

—

 

Total shares of authorized common stock reserved for future
   issuance

 

 

56,394,803

 

 

 

130,804,276