ThredUp Inc. 10-Q

Item 1. Financial Statements (Unaudited) ThredUp Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data) (unaudited) March 31, December 31, 2021 2020 Assets Current assets Cash and cash equivalents $ 246,514 $ 64,485 Accounts receivable, net 1,726 1,823 Inventory, net 3,482 3,519 Other current assets 3,168 5,332 Total current assets 254,890 75,159 Operating lease right-of-use assets 22,338 23,656 Property and equipment, net 43,562 41,131 Other assets 2,980 2,965 Total assets $ 323,770 $ 142,911 Liabilities, Convertible Preferred Stock and Stockholders’ Equity Current liabilities Accounts payable $ 14,540 $ 9,386 Accrued and other current liabilities 37,720 32,541 Seller payable 15,194 13,724 Operating lease liabilities, current 3,095 3,643 Current portion of long-term debt 5,736 3,270 Total current liabilities 76,285 62,564 Operating lease liabilities, non-current 20,811 21,574 Long-term debt 33,320 31,190 Other non-current liabilities 1,927 2,719 Total liabilities 132,343 118,047 Commitments and contingencies (Note 10) Convertible preferred stock: $ 0.0001 par value; 100,000,000 and 68,139,958 shares authorized as of March 31, 2021 and December 31, 2020, respectively; 0 and 65,970,938 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively — 247,041 Stockholders’ equity: Class A and B common stock, $ 0.0001 par value; 1,120,000,000 and 110,000,000 shares authorized as of March 31, 2021 and December 31, 2020, respectively; 94,143,694 and 12,889,760 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively 9 1 Additional paid-in capital 459,756 29,989 Accumulated deficit ( 268,338 ) ( 252,167 ) Total stockholders’ equity (deficit) 191,427 ( 222,177 ) Total liabilities, convertible preferred stock and stockholders’ equity $ 323,770 $ 142,911 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 ThredUp Inc. Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share data) (unaudited) Three months ended March 31, 2021 2020 Revenue: Consignment $ 44,688 $ 35,314 Product 10,992 13,001 Total revenue 55,680 48,315 Cost of revenue: Consignment 10,832 8,816 Product 5,130 6,873 Total cost of revenue 15,962 15,689 Gross profit 39,718 32,626 Operating expenses: Operations, product and technology 28,312 25,475 Marketing 15,446 13,001 Sales, general and administrative 10,638 7,433 Total operating expenses 54,396 45,909 Operating loss ( 14,678 ) ( 13,283 ) Interest and other (expense) income, net ( 1,466 ) 68 Loss before provision for income taxes ( 16,144 ) ( 13,215 ) Provision for income taxes 27 — Net loss and total comprehensive loss $ ( 16,171 ) $ ( 13,215 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.86 ) $ ( 1.23 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 18,701,108 10,763,234 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 ThredUp Inc. Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (in thousands, except share amounts) (unaudited) Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Balance as of December 31, 2020 65,970,938 $ 247,041 12,889,760 $ 1 $ 29,989 $ ( 252,167 ) $ ( 222,177 ) Preferred stock conversion to Class B common stock ( 65,970,938 ) ( 247,041 ) 65,970,938 7 247,034 — 247,041 Sale of Class A common stock upon initial public offering, net of issuance costs — — 13,800,000 1 175,533 — 175,534 Conversion of convertible preferred stock warrants to Class B common stock warrants — — — — 1,827 — 1,827 Cashless exercise of common stock warrant to Class B common stock — — 24,837 — — — — Exercise of stock options — — 1,458,159 — 1,875 — 1,875 Stock-based compensation — — — — 3,498 — 3,498 Net loss — — — — — ( 16,171 ) ( 16,171 ) Balance as of March 31, 2021 — $ — 94,143,694 $ 9 $ 459,756 $ ( 268,338 ) $ 191,427 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 ThredUp Inc. Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (in thousands, except share amounts) (unaudited) Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Balance as of December 31, 2019 65,928,261 $ 246,905 10,647,380 $ 1 $ 20,483 $ ( 203,725 ) $ ( 183,241 ) ASC 842 adoption (eff. January 1, 2020) — — — — — ( 565 ) ( 565 ) Exercise of stock options — — 118,685 — 10 — 10 Stock-based compensation — — — — 1,442 — 1,442 Net loss — — — — — ( 13,215 ) ( 13,215 ) Balance as of March 31, 2020 65,928,261 $ 246,905 10,766,065 $ 1 $ 21,935 $ ( 217,505 ) $ ( 195,569 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 ThredUp Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Three months ended March 31, 2021 2020 Cash flows from operating activities Net loss $ ( 16,171 ) $ ( 13,215 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 2,038 1,245 Stock-based compensation expense 3,498 1,442 Reduction in the carrying amount of right-of-use assets 1,318 873 Changes in fair value of convertible preferred stock warrants and others 1,048 ( 126 ) Changes in operating assets and liabilities: Accounts receivable, net 97 ( 338 ) Inventory, net 37 51 Other current and non-current assets ( 457 ) ( 1,977 ) Accounts payable 4,722 1,122 Accrued and other current liabilities 4,784 1,791 Seller payable 1,470 1,218 Operating lease liabilities ( 1,311 ) ( 1,186 ) Other non-current liabilities 4 ( 2 ) Net cash provided by (used in) operating activities 1,077 ( 9,102 ) Cash flows from investing activities Purchase of property and equipment ( 4,099 ) ( 4,673 ) Net cash used in investing activities ( 4,099 ) ( 4,673 ) Cash flows from financing activities Proceeds from debt issuance, net of issuance costs 4,625 — Repayment of debt — ( 714 ) Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts and commissions 180,284 — Proceeds from exercise of common stock options 1,875 10 Payment of costs for the initial public offering ( 1,733 ) ( 81 ) Net cash provided by (used in) financing activities 185,051 ( 785 ) Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents 182,029 ( 14,560 ) Cash, cash equivalents and restricted cash and cash equivalents Beginning of period 67,539 87,853 End of period $ 249,568 $ 73,293 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 ThredUp Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization and Description of Business ThredUp Inc. (“ThredUp” or “Company”) was formed as a corporation in the State of Delaware in January 2009. ThredUp is a large resale platform that enables consumers to buy and sell secondhand women’s and kid’s apparel, shoes and accessories. The Company conducts its marketing and administrative functions from Oakland, California and Scottsdale, Arizona and operates its fulfillment centers in Pennsylvania, Illinois, Georgia, and Arizona. Initial Public Offering The Company’s registration statement on Form S-1 related to its initial public offering (“IPO”) was declared effective on March 25, 2021 by the Securities and Exchange Commission (“SEC”), and the Company’s Class A common stock began trading on the Nasdaq Global Select Market on March 26, 2021. Upon the closing of the IPO, the Company sold 13,800,000 shares of Class A common stock (which included 1,800,000 shares that were offered and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares) to the public at a price of $ 14.00 per share. The aggregate net proceeds were $ 175.5 million after deducting offering costs, underwriting discounts and commissions of $ 17.7 million. Immediately prior to the completion of the IPO, the Company filed its Amended and Restated Certificate of Incorporation, which authorized a total of 1,000,000,000 shares of Class A common stock, 120,000,000 shares of Class B common stock and 100,000,000 shares of undesignated preferred stock. Immediately prior to the completion of the IPO, 65,970,938 shares of the convertible preferred stock then outstanding were converted into an equivalent number of shares of Class B common stock. The Company reclassified the convertible preferred stock to Class B common stock and additional paid-in capital upon the conversion in the three months ended March 31, 2021. 12,889,760 shares of the outstanding historical common stock were reclassified into an equivalent number of shares of Class B common stock. 164,973 shares of the convertible preferred stock warrants were converted to an equivalent number of shares of Class B common stock warrants. 2. Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information can be condensed or omitted. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, allowance for sales returns, allowance for bad debts, breakage on loyalty points and rewards, valuation of inventory, warrants, stock-based compensation, valuation of right-of-use assets and income taxes. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2021, and the results of operations and cash flows for the interim periods presented. The accompanying condensed consolidated financial statements and related financial information should b e read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2020 included in the final prospectus for the IPO dated March 25, 2021. 6 ThredUp Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Concentrations of Credit Risks As of March 31, 2021 and December 31, 2020 , there were no customers that represented 10% or more of the Company’s accounts receivable balance. There were no customers that individually exceeded 10% of the Company’s revenue for the three months ended March 31, 2021 and 2020, respectively. Revenue Recognition Revenue from Loyalty Reward Redemption or Expiration For the three months ended March 31, 2021 and 2020, the Company recognized $ 3.3 million and $ 0.2 million, respectively, of revenue from loyalty reward redemption or expiration. Cash, Cash Equivalents and Restricted Cash and Cash Equivalents The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2021 2020 Cash and cash equivalents $ 246,514 $ 64,485 Restricted cash and cash equivalents, current and non-current 3,054 3,054 Total cash, cash equivalents and restricted cash and cash equivalents $ 249,568 $ 67,539 Restricted cash and cash equivalents, non-current of $ 2.7 million is included in the other assets in the condensed consolidated balance sheets statements as of March 31, 2021 and December 31, 2020 . Net Loss Per Share Attributable to Common Stockholders The Company follows the two-class method when computing net loss per common share when shares issued meet the definition of participating securities. The rights, including the liquidation and dividend rights and sharing of losses, of the Class A common stock and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Accounting Pronouncements Recently Adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The Company adopted ASU 2018-15 as of January 1, 2021. The adoption of ASU 2018-15 did not have a material impact on the Company’s condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) . The Company adopted ASU 2020-06 on January 1, 2021. The adoption of this ASU did not have any impact on the Company’s condensed consolidated financial statements. 7 ThredUp Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) New Accounting Pronouncements Recently Issued But Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements. 3. Fair Value Measurements The following tables provide the financial instruments measured at fair value for each of the respective periods (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 224,268 $ — $ — $ 224,268 Total cash equivalents $ 224,268 $ — $ — $ 224,268 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 43,460 $ — $ — $ 43,460 Total cash equivalents $ 43,460 $ — $ — $ 43,460 Liabilities Convertible preferred stock warrant liability $ — $ — $ 805 $ 805 Total liabilities $ — $ — $ 805 $ 805 There were no transfers in or out of Level 1 or 2 during the periods presented in the tables above. The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. As of March 31, 2021 and December 31, 2020, the amortized cost of the Company’s financial assets and liabilities approximate their estimated fair values. As such, there are no unrealized gains or losses related to the Company’s financial assets and liabilities. 8 ThredUp Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 4. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): March 31, December 31, 2021 2020 Property and equipment $ 59,283 $ 55,221 Less: accumulated depreciation and amortization ( 15,721 ) ( 14,090 ) Property and equipment, net $ 43,562 $ 41,131 For the three months ended March 31, 2021 and 2020, the Company capitalized $ 0.5 million and $ 0.3 million of costs associated with internal-use software, respectively. For the three months ended March 31, 2021 and 2020, the Company capitalized $ 0.1 million and $ 0.1 million, respectively, out of $ 0.6 million and $ 0.3 million total interest costs incurred for each respective period. Depreciation and amortization expense of property and equipment was $ 2.0 million and $ 1.2 million for the three months ended March 31, 2021 and 2020, respectively. 5. Other Balance Sheet Details Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, 2021 2020 Gift card and site credit liabilities $ 9,633 $ 9,362 Deferred revenue 4,949 5,094 Allowance for returns 4,604 3,389 Accrued taxes 4,595 4,594 Accrued compensation 4,409 3,443 Accrued vendor liabilities 4,288 3,407 Accrued marketing 3,976 1,648 Accrued other 1,266 1,604 $ 37,720 $ 32,541 9 ThredUp Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 6. Lease Agreements For the three months ended March 31, 2021 and 2020, the Company’s operating lease expense was $ 2.1 million and $ 1.4 million, respectively. Maturities of operating lease liabilities were as follows as of March 31, 2021 (in thousands): Amount Remainder of 2021 $ 3,456 2022 4,519 2023 4,508 2024 4,156 2025 2,760 Thereafter 12,292 Total lease payments 31,691 Less: imputed interest 7,785 Total lease liabilities 23,906 Less: current lease liabilities 3,095 Total non-current lease liabilities $ 20,811 7. Long-term Debt and Convertible Preferred Stock Warrants The Company entered into a loan and security agreement (“Term Loan”) with Western Alliance Bank (“Bank”) for an aggregate amount up to $ 40.0 million to refinance its Loan and Security Agreement with Silicon Valley Bank (“SVB”) in February 2019. The Term Loan was amended three times before December 31, 2020. In February 2021, the Company amended and restated the loan and security agreement (“Fourth Amendment”) with the Bank to reflect all waivers and amendments to date. Subsequently, the Company borrowed an additional $ 5.0 million for an aggregate principal amount of $ 40.0 million. In connection with the additional $ 5.0 million draw, the Company issued additional warrant shares for Series E-1 preferred stock in the amount of 15,979 or (i) two percent of the additional advance amount drawn under the Term A Loans, divided by (ii) the applicable exercise price at the time the warrant is exercised. As of March 31, 2021, the nominal interest rate was 5.75 % and the effective interest rate was 6.84 %. The Company is in compliance with the covenants as of March 31, 2021. The maturities of the loan agreement as of March 31, 2021 are as follows (in thousands): Amount Remainder of 2021 $ 4,000 2022 8,000 2023 8,000 2024 20,000 Thereafter — Total future principal 40,000 Less: unamortized debt discount 944 Less: current portion of long-term debt 5,736 Noncurrent portion of long-term debt $ 33,320 10 ThredUp Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Warrants Issued with Loan and Security Agreement The Company issued various preferred stock warrants under its loan and security agreements with SVB and the Bank. Immediately prior to the conversion upon IPO and as of December 31, 2020, the following preferred stock warrant liabilities were outstanding. Description Issuance Date Expiration Date Balance Sheet Classification Exercise Price Per Share Immediately Prior to the Completion of IPO December 31, 2020 Series D 1/22/2015 1/22/2025 Liability $ 2.2600 13,382 13,382 Series D 4/20/2015 1/22/2025 Liability $ 2.2600 13,382 13,382 Series E-1 2/7/2019 5/29/2030 Liability $ 6.2581 63,917 63,917 Series F 5/29/2020 5/29/2030 Liability $ 6.8839 10,376 10,376 Series E-1 8/14/2020 5/29/2030 Liability $ 6.2581 31,958 31,958 Series E-1 11/25/2020 5/29/2030 Liability $ 6.2581 15,979 15,979 Series E-1 2/8/2021 5/29/2030 Liability $ 6.2581 15,979 — 164,973 148,994 The convertible preferred stock warrant liability of $ 0.8 million was included in other non-current liabilities in the consolidated balance sheet as of December 31, 2020. Immediately prior to the completion of IPO in March 2021, all 164,973 shares of the convertible preferred stock warrant were remeasured to fair value and converted to equivalent number of Class B common stock warrants. The Company reclassified the convertible preferred stock warrant liability to additional paid-in capital upon the conversion. Refer to Note 8. Common Stock and Common Stock Warrants for more details on common stock warrants. 8. Common Stock and Common Stock Warrants Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock. Immediately prior to the completion of the IPO, 65,970,938 shares of the convertible preferred stock converted to an equivalent number of shares of Class B common stock and 164,973 shares of the convertible preferred stock warrants were converted to an equivalent number of Class B common stock warrants. During the three months ended March 31, 2021, the Company issued 24,837 shares of Class B common stock through a cashless net exercise of 26,764 shares of Class B common stock warrants. 138,209 shares of Class B common stock warrants were outstanding as of March 31, 2021. The table below summarizes the Class A common stock and Class B common stock issued and outstanding as of March 31, 2021. 11 ThredUp Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) As of March 31, 2021 Authorized Issued and Outstanding Common stock Class A 1,000,000,000 13,800,000 Common stock Class B 120,000,000 80,343,694 Total common stock 1,120,000,000 94,143,694 9. Stock-Based Compensation Plans 2021 Stock Option and Incentive Plan In February 2021, in connection with the IPO, the Company’s board of directors adopted the 2021 Stock Option and Incentive Plan (“2021 Plan”) to replace the Second Amended and Restated 2010 Stock Plan (“2010 Plan”), which was subsequently approved by the Company’s stockholders in March 2021. The 2021 Plan became effective on March 24, 2021. As of March 31, 2021, no stock options were granted under the 2021 Plan. As of March 31, 2021, 96,426 restricted stock units were granted under the 2021 Plan. 2021 Employee Stock Purchase Plan In February 2021, the Company’s board of directors adopted the Employee Stock Purchase Plan (“ESPP”), which was subsequently approved by the stockholders in March 2021. The ESPP became effective on March 24, 2021. The first offering period began on March 25, 2021, and there was no stock-based compensation related to the ESPP for the three months ended March 31, 2021. IPO Options Under the 2010 Plan In August 2020, the Company’s board of directors approved stock options for 3,588,535 common shares to be granted to certain officers and employees with an exercise price of $ 2.05 per share. 50 % of the options granted vest over a four -year period commencing on the effective date of the IPO. The remaining 50 % of the options granted vest over a four -year period commencing on the one -year anniversary of the IPO. As these stock options vest upon the satisfaction of both a time-based condition and a performance condition, the fair value of these stock options of $ 6.7 million, in aggregate, will be recognized as compensation expense over the requisite service period using the accelerated attribution method . In the three months ended in March 31, 2021, $ 1.6 million was recognized as compensation expense from such stock options subject to these performance conditions. Stock-based Compensation Total stock-based compensation expense by department is as follows (in thousands): Three months ended March 31, 2021 2020 Operations, product and technology $ 1,350 $ 714 Marketing 437 174 Sales, general and administrative 1,711 554 Total stock-based compensation expense $ 3,498 $ 1,442 As of March 31, 2021, there was approximately $ 20.1 million of total unrecognized stock-based compensation expense related to unvested options granted to employees under the Company’s stock option plan that is expected to be recognized over a weighted average period of 1.56 years. 12 ThredUp Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 10. Commitments and Contingencies Legal Contingencies The Company is subject to litigation claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows. Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. 11. Income Taxes The quarterly income tax provision reflects an estimate of the corresponding quarter’s state taxes in the United States. The provision for income tax expense for the three months ended March 31, 2021 and 2020 was determined based upon estimates of the Company’s annual effective tax rate for the years ending December 31, 2021 and 2020 respectively. Since the company is in a full valuation allowance position, due to losses incurred since inception, the provision for taxes consist solely of state minimum taxes. The Company has no uncertain tax positions or any unrecognized tax benefits. 12. Net Loss Per Share Attributable to Common Stockholders The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): As of March 31, 2021 2020 Outstanding stock options 22,067,610 19,886,677 Outstanding Class B common stock warrants 138,209 — Restricted stock units 96,426 — Convertible preferred stock — 65,928,261 Outstanding convertible preferred stock warrants — 170,975 Total 22,302,245 85,985,913 13