Annual report pursuant to Section 13 and 15(d)

Convertible Preferred Stock and Preferred Stock

v3.22.1
Convertible Preferred Stock and Preferred Stock
12 Months Ended
Dec. 31, 2021
Convertible Preferred Stock and Preferred Stock  
Convertible Preferred Stock and Preferred Stock

10. Convertible Preferred Stock and Preferred Stock

Prior to the Merger, Legacy Evolv had issued Series A convertible preferred stock (“Series A Preferred Stock”), Series A-1 convertible preferred stock (“Series A-1 Preferred Stock”), Series B convertible preferred stock (“Series B Preferred Stock”), and Series B-1 convertible preferred stock (“Series B-1 Preferred Stock”), collectively referred to as the “Preferred Stock”.

In February and March 2020, Legacy Evolv issued and sold an additional 3,206,390 shares of Series B-1 Preferred Stock at a price of $0.9668 per share for aggregate proceeds of $3.1 million, excluding issuance costs of $0.1 million.

Pursuant to the Merger Agreement, immediately prior to the Merger, each share of Legacy Evolv’s Series A-1, Series B-1, and Series B preferred stock outstanding converted to Legacy Evolv common stock on a 1:1 conversion ratio. Pursuant to the Merger Agreement, immediately prior to the Merger, each share of Legacy Evolv’s Series A preferred stock outstanding converted to Legacy Evolv common stock on a 2:1 conversion ratio. On the closing date of the Merger, each share of Legacy Evolv common stock then issued and outstanding was canceled and the holders thereof in exchange received shares of Evolv Technologies Holdings, Inc. equal to 0.378 shares for each share of Legacy Evolv common stock. As of December 31, 2021, the Company has no preferred stock outstanding as all convertible preferred stock converted to common stock upon closing of the Merger. As of December 31, 2020, the Preferred Stock consisted of the following (in thousands, except share amounts):

December 31, 2020

    

    

Preferred Stock

    

    

    

Common Stock

Preferred Stock

Issued and

Carrying 

Liquidation

Issuable Upon

Authorized

Outstanding

Value

Preference

Conversion

Series A-1 Preferred Stock

 

67,156,152

24,359,107

$

18,394

$

18,000

 

24,359,107

Series A Preferred Stock

 

9,233,677

3,484,240

 

11,321

 

11,819

 

6,977,190

Series B-1 Preferred Stock

 

90,328,396

34,129,398

 

31,953

 

32,997

 

34,129,398

Series B Preferred Stock

 

40,671,814

15,367,312

 

14,209

 

14,284

 

15,367,312

 

207,390,039

 

77,340,057

$

75,877

$

77,100

 

80,833,007

As of December 31, 2021, the Company’s amended certificate of incorporation authorized the issuance of 100,000,000 shares of preferred stock at a $0.0001 par value common stock.