|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
7389
(Primary Standard Industrial
Classification Code Number) |
| |
01-0969591
(I.R.S. Employer
Identification Number) |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☒
|
|
| | |||||||||||||||||||||||||
Title of Each Class of
Securities to be Registered |
| | |
Amount to be
Registered |
| | |
Proposed
Maximum Offering Price Per Share |
| | |
Proposed
Maximum Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
| |||||||||
Common Stock, $0.0001 par value
|
| | |
2,495,441
|
| | | | $ | 43.00 | | | | | | $ | 107,303,963 | | | | | | $ | 11,707 | | |
| | |
Page
|
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| | | | 74 | | | |
| | | | 82 | | | |
| | | | 93 | | | |
| | | | 97 | | | |
| | | | 101 | | | |
| | | | 102 | | | |
| | | | 103 | | | |
| | | | 103 | | | |
| | | | 104 | | |
| | |
Fiscal year ended
February 28(29), |
| |
For the nine months ended
November 30, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2019
|
| |
2020
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |
(in thousands, except percentages)
|
| ||||||||||||||||||
Adjusted Gross Profit
|
| | | $ | 34,498 | | | | | $ | 59,140 | | | | | $ | 36,579 | | | | | $ | 45,753 | | |
Adjusted Gross Margin
|
| | | | 36.4% | | | | | | 44.6% | | | | | | 41.5% | | | | | | 41.2% | | |
Adjusted EBITDA
|
| | | $ | (38,865) | | | | | $ | (33,119) | | | | | $ | (35,131) | | | | | $ | (29,618) | | |
| | |
For the fiscal year ended
February 28(29), |
| |
For the nine months ended
November 30, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2019
|
| |
2020
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |
(in thousands, except percentages)
|
| ||||||||||||||||||
Revenue
|
| | | $ | 94,811 | | | | | $ | 132,507 | | | | | $ | 88,066 | | | | | $ | 111,126 | | |
Less: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue, excluding depreciation and amortization
|
| | | | (60,568) | | | | | | (73,685) | | | | | | (51,737) | | | | | | (66,052) | | |
Gross profit, excluding depreciation and amortization
|
| | | | 34,243 | | | | | | 58,822 | | | | | | 36,329 | | | | | | 45,074 | | |
Add: | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation, cost of revenue
|
| | | | 255 | | | | | | 318 | | | | | | 250 | | | | | | 679 | | |
Adjusted Gross Profit
|
| | | $ | 34,498 | | | | | $ | 59,140 | | | | | $ | 36,579 | | | | | $ | 45,753 | | |
Gross margin, excluding depreciation and amortization
|
| | | | 36.1% | | | | | | 44.4% | | | | | | 41.3% | | | | | | 40.6% | | |
Adjusted Gross Margin
|
| | | | 36.4% | | | | | | 44.6% | | | | | | 41.5% | | | | | | 41.2% | | |
| | |
For the fiscal year ended
February 28(29), |
| |
For the nine months ended
November 30, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2019
|
| |
2020
|
| ||||||||||||
| | |
(in thousands)
|
| |
(in thousands)
|
| ||||||||||||||||||
Net Loss
|
| | | $ | (56,496) | | | | | $ | (51,365) | | | | | $ | (49,226) | | | | | $ | (45,926) | | |
Adjusted for:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | 2,374 | | | | | | 2,925 | | | | | | 2,071 | | | | | | 3,663 | | |
Income tax provision
|
| | | | 55 | | | | | | 129 | | | | | | 49 | | | | | | 85 | | |
Depreciation and amortization
|
| | | | 9,391 | | | | | | 8,516 | | | | | | 6,415 | | | | | | 6,090 | | |
Stock-based compensation
|
| | | | 5,721 | | | | | | 6,002 | | | | | | 4,895 | | | | | | 6,310 | | |
Acquisition and integration-related costs
|
| | | | — | | | | | | 567 | | | | | | 567 | | | | | | — | | |
Other expense
|
| | | | 90 | | | | | | 107 | | | | | | 98 | | | | | | 160 | | |
Adjusted EBITDA
|
| | | $ | (38,865) | | | | | $ | (33,119) | | | | | $ | (35,131) | | | | | $ | (29,618) | | |
| | |
For the fiscal year ended
February 28(29), |
| |
For the nine months ended
November 30, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2019
|
| |
2020
|
| ||||||||||||
| | |
(in thousands)
|
| |
(in thousands)
|
| ||||||||||||||||||
Revenue
|
| | | $ | 94,811 | | | | | $ | 132,507 | | | | | $ | 88,066 | | | | | $ | 111,126 | | |
Cost of revenue, excluding depreciation and amortization(1)
|
| | | | 60,568 | | | | | | 73,685 | | | | | | 51,737 | | | | | | 66,052 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Product and technology(1)
|
| | | | 35,708 | | | | | | 42,306 | | | | | | 33,595 | | | | | | 36,624 | | |
Sales and marketing(1)
|
| | | | 23,456 | | | | | | 30,050 | | | | | | 23,202 | | | | | | 23,841 | | |
General and administrative(1)
|
| | | | 19,665 | | | | | | 26,154 | | | | | | 20,125 | | | | | | 20,537 | | |
Depreciation and amortization
|
| | | | 9,391 | | | | | | 8,516 | | | | | | 6,415 | | | | | | 6,090 | | |
Total operating expenses
|
| | | | 88,220 | | | | | | 107,026 | | | | | | 83,337 | | | | | | 87,092 | | |
Loss from operations
|
| | | | (53,977) | | | | | | (48,204) | | | | | | (47,008) | | | | | | (42,018) | | |
Interest expense, net
|
| | | | (2,374) | | | | | | (2,925) | | | | | | (2,071) | | | | | | (3,663) | | |
Other expense
|
| | | | (90) | | | | | | (107) | | | | | | (98) | | | | | | (160) | | |
Loss before income taxes
|
| | | | (56,441) | | | | | | (51,236) | | | | | | (49,177) | | | | | | (45,841) | | |
Income tax expense
|
| | | | (55) | | | | | | (129) | | | | | | (49) | | | | | | (85) | | |
Net loss
|
| | | $ | (56,496) | | | | | $ | (51,365) | | | | | $ | (49,226) | | | | | $ | (45,926) | | |
| | |
For the fiscal year ended
February 28(29), |
| |
For the nine months ended
November 30, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2019
|
| |
2020
|
| ||||||||||||
| | |
(in thousands)
|
| |
(in thousands)
|
| ||||||||||||||||||
Cost of revenue
|
| | | $ | 255 | | | | | $ | 318 | | | | | $ | 250 | | | | | $ | 679 | | |
Product and technology
|
| | | | 1,108 | | | | | | 1,674 | | | | | | 1,312 | | | | | | 2,212 | | |
Sales and marketing
|
| | | | 1,199 | | | | | | 1,482 | | | | | | 1,162 | | | | | | 1,494 | | |
General and administrative
|
| | | | 3,159 | | | | | | 2,528 | | | | | | 2,171 | | | | | | 1,925 | | |
Total stock-based compensation
|
| | | $ | 5,721 | | | | | $ | 6,002 | | | | | $ | 4,895 | | | | | $ | 6,310 | | |
| | |
For the fiscal year ended
February 28(29), |
| |
For the nine months ended
November 30, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2019
|
| |
2020
|
| ||||||||||||
Revenue
|
| | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | |
Cost of revenue, excluding depreciation and amortization
|
| | | | 64% | | | | | | 56% | | | | | | 59% | | | | | | 59% | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Product and technology
|
| | | | 38% | | | | | | 32% | | | | | | 38% | | | | | | 33% | | |
Sales and marketing
|
| | | | 25% | | | | | | 23% | | | | | | 26% | | | | | | 21% | | |
General and administrative
|
| | | | 21% | | | | | | 20% | | | | | | 23% | | | | | | 18% | | |
Depreciation and amortization
|
| | | | 10% | | | | | | 6% | | | | | | 7% | | | | | | 5% | | |
Total operating expenses
|
| | | | 93% | | | | | | 81% | | | | | | 95% | | | | | | 78% | | |
Loss from operations
|
| | | | (57)% | | | | | | (36)% | | | | | | (53)% | | | | | | (38)% | | |
Interest expense, net
|
| | | | (3)% | | | | | | (2)% | | | | | | (2)% | | | | | | (3)% | | |
Other expense
|
| | | | (0)% | | | | | | (0)% | | | | | | (0)% | | | | | | (0)% | | |
Loss before income taxes
|
| | | | (60)% | | | | | | (39)% | | | | | | (56)% | | | | | | (41)% | | |
Income tax expense
|
| | | | (0)% | | | | | | (0)% | | | | | | (0)% | | | | | | (0)% | | |
Net loss
|
| | | | (60)% | | | | | | (39)% | | | | | | (56)% | | | | | | (41)% | | |
| | |
For the nine months ended
November 30, |
| |
Change
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
Amount
|
| |
%
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Cost of revenue, excluding depreciation and amortization
|
| | | $ | 51,737 | | | | | $ | 66,052 | | | | | $ | 14,315 | | | | | | 28% | | |
| | |
For the nine months ended
November 30, |
| |
Changes
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
Amount
|
| |
%
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Product and technology
|
| | | $ | 33,595 | | | | | $ | 36,624 | | | | | $ | 3,029 | | | | | | 9% | | |
Sales and marketing
|
| | | | 23,202 | | | | | | 23,841 | | | | | | 639 | | | | | | 3% | | |
General and administrative
|
| | | | 20,125 | | | | | | 20,537 | | | | | | 412 | | | | | | 2% | | |
Depreciation and amortization
|
| | | | 6,415 | | | | | | 6,090 | | | | | | (325) | | | | | | (5)% | | |
Total operating expenses
|
| | | $ | 83,337 | | | | | $ | 87,092 | | | | | $ | 3,755 | | | | | | 5% | | |
| | |
Fiscal Year Ended
February 28(9), |
| |
Changes
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
Amount
|
| |
%
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 94,811 | | | | | $ | 132,507 | | | | | $ | 37,696 | | | | | | 40% | | |
| | |
Fiscal Year Ended
February 28(9), |
| |
Changes
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
Amount
|
| |
%
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Cost of revenue, excluding depreciation and amortization
|
| | | $ | 60,568 | | | | | $ | 73,685 | | | | | $ | 13,117 | | | | | | 22% | | |
| | |
Fiscal Year Ended
February 28(9), |
| |
Changes
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
Amount
|
| |
%
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Product and technology
|
| | | $ | 35,708 | | | | | $ | 42,306 | | | | | $ | 6,598 | | | | | | 18% | | |
Sales and marketing
|
| | | | 23,456 | | | | | | 30,050 | | | | | | 6,594 | | | | | | 28% | | |
General and administrative
|
| | | | 19,665 | | | | | | 26,154 | | | | | | 6,489 | | | | | | 33% | | |
Depreciation and amortization
|
| | | | 9,391 | | | | | | 8,516 | | | | | | (875) | | | | | | (9)% | | |
Total operating expenses
|
| | | $ | 88,220 | | | | | $ | 107,026 | | | | | $ | 18,806 | | | | | | 21% | | |
| | |
For the nine months ended
November 30, |
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Net cash used in operating activities
|
| | | $ | (23,983) | | | | | $ | (35,628) | | |
Net cash used in investing activities
|
| | | | (2,675) | | | | | | (1,932) | | |
Net cash provided by financing activities
|
| | | | 23,611 | | | | | | 423,343 | | |
| | |
Payments due by period
|
| |||||||||||||||||||||||||||
| | |
Less than
1 year |
| |
Years 2 – 3
|
| |
Years 4 – 5
|
| |
More than
5 years |
| |
Total
|
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Operating lease obligations(1)
|
| | | $ | 6,559 | | | | | $ | 13,155 | | | | | $ | 11,666 | | | | | $ | 17,190 | | | | | $ | 48,570 | | |
Fees on debt(2)
|
| | | | 118 | | | | | | — | | | | | | — | | | | | | — | | | | | | 118 | | |
Data license in connection with joint development agreement
|
| | | | 211 | | | | | | 468 | | | | | | 321 | | | | | | — | | | | | | 1,000 | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers | | | | | | | |
Rajeev Singh | | |
52
|
| | Chief Executive Officer and Director | |
Stephen Barnes | | |
50
|
| | Chief Financial Officer | |
Robert Cavanaugh | | |
51
|
| | President | |
Michael Hilton | | |
56
|
| | Chief Product Officer | |
Non-Employee Directors | | | | | | | |
J. Michael Cline(2) | | |
61
|
| | Chairman of the Board | |
Senator William H. Frist, M.D. | | |
68
|
| | Director | |
Jeffrey Jordan(2) | | |
62
|
| | Director | |
Cindy Kent(3) | | |
52
|
| | Director | |
Peter Klein(1) | | |
58
|
| | Director | |
Dawn Lepore(1)(3) | | |
66
|
| | Director | |
Thomas Neff(1)(2) | | |
83
|
| | Director | |
Patricia Wadors(3) | | |
56
|
| | Director | |
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(2) |
| |
Total
($) |
| ||||||||||||
J. Michael Cline
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Senator William H. Frist, M.D.
|
| | | | — | | | | | | — | | | | | | 101,136 | | | | | | 101,136 | | |
Jeffrey Jordan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Cindy Kent(3)
|
| | | | — | | | | | | 75,000 | | | | | | — | | | | | | 75,000 | | |
Peter Klein
|
| | | | — | | | | | | — | | | | | | 101,136 | | | | | | 101,136 | | |
Dawn Lepore
|
| | | | — | | | | | | — | | | | | | 101,136 | | | | | | 101,136 | | |
James C. Madden, V(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Thomas Neff
|
| | | | — | | | | | | — | | | | | | 101,136 | | | | | | 101,136 | | |
Patricia Wadors
|
| | | | — | | | | | | — | | | | | | 192,400 | | | | | | 192,400 | | |
Michael T. Yang(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Board Committee
|
| |
Chairperson
Fee |
| |
Member
Fee |
| ||||||
Audit Committee
|
| | | $ | 20,000 | | | | | $ | 10,000 | | |
Compensation Committee
|
| | | | 10,000 | | | | | | 5,000 | | |
Nominating and Corporate Governance Committee
|
| | | | 10,000 | | | | | | 5,000 | | |
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary
($) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan ($)(1)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| ||||||||||||||||||
Rajeev Singh
Chief Executive Officer |
| | | | 2021 | | | | | | 400,000 | | | | | | 1,764,000 | | | | | | 340,000 | | | | | | 3,000 | | | | | | 2,507,000 | | |
| | | 2020 | | | | | | 394,231 | | | | | | 2,553,600 | | | | | | 194,167 | | | | | | 3,000 | | | | | | 3,144,998 | | | ||
Robert Cavanaugh
President |
| | | | 2021 | | | | | | 375,000 | | | | | | 1,176,000 | | | | | | 262,500 | | | | | | 3,000 | | | | | | 1,816,500 | | |
| | | 2020 | | | | | | 372,115 | | | | | | 960,000 | | | | | | 152,010 | | | | | | 3,000 | | | | | | 1,487,125 | | | ||
Stephen H. Barnes
Chief Financial Officer |
| | | | 2021 | | | | | | 360,000 | | | | | | 1,176,000 | | | | | | 198,000 | | | | | | 3,000 | | | | | | 1,737,000 | | |
| | | 2020 | | | | | | 358,846 | | | | | | 648,000 | | | | | | 115,716 | | | | | | 3,000 | | | | | | 1,125,562 | | |
| | |
Option Awards(1)
|
| ||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable |
| |
Number of
Securities Underlying Unexercised Options Unexercisable(2) |
| |
Option
Exercise Price Per Share(4) |
| |
Option
Expiration Date |
| |||||||||
Rajeev Singh
|
| | | | 1,600,000 | | | | | | —(a) | | | | | $ | 4.20 | | | |
10/30/2025
|
|
| | | | | 26,875 | | | | | | 3,125(b) | | | | | $ | 4.50 | | | |
7/26/2027
|
|
| | | | | 21,250 | | | | | | 8,750(c) | | | | | $ | 4.70 | | | |
5/2/2028
|
|
| | | | | 221,666 | | | | | | 310,334(e) | | | | | $ | 9.60 | | | |
6/24/2029
|
|
| | |
Option Awards(1)
|
| ||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable |
| |
Number of
Securities Underlying Unexercised Options Unexercisable(2) |
| |
Option
Exercise Price Per Share(4) |
| |
Option
Expiration Date |
| |||||||||
| | | | | 17,846(3) | | | | | | — | | | | | $ | 17.50 | | | |
6/16/2030
|
|
| | | | | — | | | | | | 150,000(f) | | | | | $ | 17.50 | | | |
6/16/2030
|
|
Stephen H. Barnes
|
| | | | 156,000 | | | | | | —(g) | | | | | $ | 4.20 | | | |
2/1/2025
|
|
| | | | | 14,375 | | | | | | 625(d) | | | | | $ | 4.20 | | | |
4/26/2027
|
|
| | | | | 6,020 | | | | | | 2,480(c) | | | | | $ | 4.70 | | | |
5/2/2028
|
|
| | | | | 56,250 | | | | | | 78,750(e) | | | | | $ | 9.60 | | | |
6/24/2029
|
|
| | | | | 10,635(3) | | | | | | — | | | | | $ | 17.50 | | | |
6/16/2030
|
|
| | | | | — | | | | | | 100,000(f) | | | | | $ | 17.50 | | | |
6/16/2030
|
|
Robert Cavanaugh
|
| | | | 564,750 | | | | | | —(a) | | | | | $ | 4.20 | | | |
10/30/2025
|
|
| | | | | 14,375 | | | | | | 625(d) | | | | | $ | 4.20 | | | |
4/26/2027
|
|
| | | | | 6,020 | | | | | | 2,480(c) | | | | | $ | 4.70 | | | |
5/2/2028
|
|
| | | | | 83,333 | | | | | | 116,667(e) | | | | | $ | 9.60 | | | |
6/24/2029
|
|
| | | | | 13,971(3) | | | | | | — | | | | | $ | 17.50 | | | |
6/16/2030
|
|
| | | | | — | | | | | | 100,000(f) | | | | | $ | 17.50 | | | |
6/16/2030
|
|
Stockholder
|
| |
Shares of Series E
Preferred Stock |
| |
Warrants to
Purchase Common Stock |
| |
Total Purchase
Price |
| |||||||||
Entities affiliated with Andreessen Horowitz(1)
|
| | | | 209,538 | | | | | | 50,799 | | | | | $ | 5,000,000 | | |
Avanti Holdings, LLC(2)
|
| | | | 83,815 | | | | | | 24,703 | | | | | $ | 1,999,989 | | |
Stephen H. Barnes
|
| | | | 6,286 | | | | | | 1,523 | | | | | $ | 149,996 | | |
Entities affiliated with Carrick Capital(3)
|
| | | | 419,076 | | | | | | 101,600 | | | | | $ | 9,999,971 | | |
Robert Cavanaugh
|
| | | | 41,907 | | | | | | 10,160 | | | | | $ | 999,983 | | |
Michael Hilton and Hilton Family Trust(4)
|
| | | | 83,815 | | | | | | 21,179 | | | | | $ | 1,999,989 | | |
Name of beneficial owner
|
| |
Number of
shares beneficially owned |
| |
Percentage of
Shares Beneficially Owned |
| ||||||
5% and Greater Stockholders: | | | | | | | | | | | | | |
Entities affiliated with Andreessen Horowitz(1)
|
| | | | 5,398,708 | | | | | | 9.7% | | |
ARK Investment Management LLC(2)
|
| | | | 4,617,526 | | | | | | 8.3% | | |
Executive Officers and Directors: | | | | | | | | | | | | | |
Rajeev Singh(3)
|
| | | | 2,598,115 | | | | | | 4.5% | | |
Robert Cavanaugh(4)
|
| | | | 824,062 | | | | | | 1.5% | | |
Stephen Barnes(5)
|
| | | | 313,078 | | | | | | * | | |
J. Michael Cline(6)
|
| | | | 1,381,255 | | | | | | 2.5% | | |
Senator William H. Frist, M.D.(7)
|
| | | | 300,812 | | | | | | * | | |
Jeffrey Jordan
|
| | | | — | | | | | | * | | |
Cindy Kent
|
| | | | — | | | | | | * | | |
Peter Klein(8)
|
| | | | 7,500 | | | | | | * | | |
Dawn Lepore(9)
|
| | | | 8,750 | | | | | | * | | |
Thomas Neff(10)
|
| | | | 21,014 | | | | | | * | | |
Patricia Wadors(11)
|
| | | | 5,000 | | | | | | * | | |
All executive officers and directors as a group (12 persons)(12)
|
| | | | 6,381,625 | | | | | | 10.8% | | |
| | |
Shares of Common Stock
|
| |||||||||||||||||||||
Name
|
| |
Number
Beneficially Owned Prior to Offering |
| |
Number
Registered for Sale Hereby |
| |
Number
Beneficially Owned After Offering |
| |
Percent
Owned After Offering |
| ||||||||||||
Carlyle USA LLC
|
| | | | 1,016,015 | | | | | | 1,016,015 | | | | |
|
—
|
| | | | | — | | |
Clinton Phillips
|
| | | | 565,807 | | | | | | 565,807 | | | | |
|
—
|
| | | | | — | | |
NCF Corporation
|
| | | | 384,551 | | | | | | 384,551 | | | | |
|
—
|
| | | | | — | | |
Moody Sisters One, LLC
|
| | | | 134,576 | | | | | | 134,576 | | | | |
|
—
|
| | | | | — | | |
All Other Selling Stockholders(1)
|
| | | | 721,293 | | | | | | 394,492 | | | | | | 326,801 | | | | | | * | | |
| | |
Page
|
| |||
Audited financial statements | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
Unaudited interim financial statements | | | | | | | |
| | | | F-34 | | | |
| | | | F-35 | | | |
| | | | F-36 | | | |
| | | | F-38 | | | |
| | | | F-39 | | |
| | |
February 28,
2019 |
| |
February 29,
2020 |
| |
Pro forma
February 29, 2020 |
| |||||||||
Assets
|
| | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 42,701 | | | | | $ | 33,155 | | | | | $ | 84,321 | | |
Accounts receivable
|
| | | | 371 | | | | | | 294 | | | | | | 294 | | |
Unbilled revenue
|
| | | | 65 | | | | | | 895 | | | | | | 895 | | |
Current portion of deferred contract acquisition costs
|
| | | | 908 | | | | | | 1,368 | | | | | | 1,368 | | |
Current portion of deferred financing fees
|
| | | | — | | | | | | 279 | | | | | | 279 | | |
Prepaid and other current assets
|
| | | | 2,840 | | | | | | 12,944 | | | | | | 12,944 | | |
Total current assets
|
| | | | 46,885 | | | | | | 48,935 | | | | | | 100,101 | | |
Property and equipment, net
|
| | | | 15,274 | | | | | | 13,625 | | | | | | 13,625 | | |
Goodwill
|
| | | | — | | | | | | 4,013 | | | | | | 4,013 | | |
Acquired technology, net
|
| | | | — | | | | | | 2,054 | | | | | | 2,054 | | |
Deferred contract acquisition costs
|
| | | | 2,922 | | | | | | 3,876 | | | | | | 3,876 | | |
Other assets
|
| | | | 681 | | | | | | 745 | | | | | | 745 | | |
Total assets
|
| | | $ | 65,762 | | | | | $ | 73,248 | | | | | $ | 124,414 | | |
Liabilities, convertible preferred stock and stockholders’ deficit
|
| | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 2,454 | | | | | $ | 5,273 | | | | | $ | 5,273 | | |
Accrued expenses
|
| | | | 3,140 | | | | | | 6,580 | | | | | | 6,580 | | |
Accrued compensation
|
| | | | 19,612 | | | | | | 23,838 | | | | | | 23,838 | | |
Deferred rent and other current liabilities
|
| | | | 541 | | | | | | 674 | | | | | | 674 | | |
Due to customers
|
| | | | 8,511 | | | | | | 4,674 | | | | | | 4,674 | | |
Current portion of deferred revenue
|
| | | | 22,407 | | | | | | 28,919 | | | | | | 28,919 | | |
Total current liabilities
|
| | | | 56,665 | | | | | | 69,958 | | | | | | 69,958 | | |
Loans payable, net of unamortized issuance costs
|
| | | | 19,200 | | | | | | 21,144 | | | | | | 72,310 | | |
Deferred rent and other noncurrent liabilities
|
| | | | 5,353 | | | | | | 5,523 | | | | | | 5,523 | | |
Deferred revenue
|
| | | | 501 | | | | | | 396 | | | | | | 396 | | |
Total liabilities
|
| | | | 81,719 | | | | | | 97,021 | | | | | | 148,187 | | |
Convertible preferred stock: | | | | | | | | | | | | | | | | | | | |
Preferred stock; 19,513,996 shares authorized; 18,640,901 and
19,513,939 issued and outstanding at February 28, 2019 and February 29, 2020, respectively (liquidation value of $239,244 at February 29, 2020); 25,000,000 shares authorized, no shares issued and outstanding, pro forma |
| | | | 214,664 | | | | | | 233,022 | | | | | | — | | |
Commitments (note 13) | | | | | | | | | | | | | | | | | | | |
Stockholders’ deficit | | | | | | | | | | | | | | | | | | | |
Common stock par value $0.0001; 65,000,000 shares authorized; 3,616,549 and 6,033,450 shares issued and outstanding at February 28, 2019 and February 29, 2020, respectively; 500,000,000 shares authorized, 36,914,769 shares issued and outstanding, pro forma
|
| | | | 1 | | | | | | 2 | | | | | | 4 | | |
Additional paid-in capital
|
| | | | 38,881 | | | | | | 64,071 | | | | | | 297,091 | | |
Accumulated deficit
|
| | | | (269,503) | | | | | | (320,868) | | | | | | (320,868) | | |
Total stockholders’ deficit
|
| | | | (230,621) | | | | | | (256,795) | | | | | | (23,773) | | |
Total liabilities, convertible preferred stock and stockholders’ deficit
|
| | | $ | 65,762 | | | | | $ | 73,248 | | | | | $ | 124,414 | | |
| | |
Fiscal Year
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Revenue
|
| | | $ | 94,811 | | | | | $ | 132,507 | | |
Cost of revenue, excluding depreciation and amortization
|
| | | | 60,568 | | | | | | 73,685 | | |
Operating expenses: | | | | | | | | | | | | | |
Product and technology
|
| | | | 35,708 | | | | | | 42,306 | | |
Sales and marketing
|
| | | | 23,456 | | | | | | 30,050 | | |
General and administrative
|
| | | | 19,665 | | | | | | 26,154 | | |
Depreciation and amortization
|
| | | | 9,391 | | | | | | 8,516 | | |
Total operating expenses
|
| | | | 88,220 | | | | | | 107,026 | | |
Loss from operations
|
| | | | (53,977) | | | | | | (48,204) | | |
Interest expense, net
|
| | | | (2,374) | | | | | | (2,925) | | |
Other expense
|
| | | | (90) | | | | | | (107) | | |
Loss before income taxes
|
| | | | (56,441) | | | | | | (51,236) | | |
Income tax expense
|
| | | | (55) | | | | | | (129) | | |
Net loss
|
| | | $ | (56,496) | | | | | $ | (51,365) | | |
Net loss per share, basic and diluted
|
| | | $ | (12.17) | | | | | $ | (9.13) | | |
Weighted-average common shares outstanding, basic and diluted
|
| | | | 4,641,256 | | | | | | 5,626,713 | | |
Pro forma net loss per common share, basis and diluted
|
| | | | | | | | | $ | (8.39) | | |
Pro forma weighted-average shares outstanding, basic and diluted
|
| | | | | | | | | | 34,633,452 | | |
| | | | | | | | | | | | | | | |
Stockholders’ Deficit
|
| |||||||||||||||||||||||||||
| | |
Convertible
Preferred Stock |
| | |
Common stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Total
|
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance, March 1, 2018
|
| | | | 16,545,536 | | | | | $ | 167,010 | | | | | | | 3,242,319 | | | | | $ | 1 | | | | | $ | 29,310 | | | | | $ | (213,007) | | | | | $ | (183,696) | | |
Sale of Series E preferred stock, net
|
| | | | 2,095,365 | | | | | | 47,654 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of common stock warrants in
connection with sale of Series E preferred stock |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,279 | | | | | | | | | | | | 2,279 | | |
Issuance of common stock in lieu of bonus
payment |
| | | | — | | | | | | — | | | | | | | 121,143 | | | | | | — | | | | | | 569 | | | | | | — | | | | | | 569 | | |
Exercise of stock options and common stock warrants
|
| | | | — | | | | | | — | | | | | | | 253,087 | | | | | | — | | | | | | 1,002 | | | | | | — | | | | | | 1,002 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 5,721 | | | | | | — | | | | | | 5,721 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (56,496) | | | | | | (56,496) | | |
Balance, February 28, 2019
|
| | | | 18,640,901 | | | | | $ | 214,664 | | | | | | | 3,616,549 | | | | | $ | 1 | | | | | $ | 38,881 | | | | | $ | (269,503) | | | | | $ | (230,621) | | |
Sale of Series F preferred stock, net
|
| | | | 873,038 | | | | | | 18,358 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of common stock warrants in
connection with sale of Series F preferred stock |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,585 | | | | | | — | | | | | | 1,585 | | |
Issuance of common stock in connection with acquisition
|
| | | | — | | | | | | — | | | | | | | 289,320 | | | | | | — | | | | | | 6,164 | | | | | | — | | | | | | 6,164 | | |
Issuance of common stock warrants in connection with July 2019 debt
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 779 | | | | | | — | | | | | | 779 | | |
Issuance of common stock in connection with joint development agreement
|
| | | | — | | | | | | — | | | | | | | 251,211 | | | | | | — | | | | | | 3,869 | | | | | | | | | | | | 3,869 | | |
Exercise of stock options and common stock warrants
|
| | | | — | | | | | | — | | | | | | | 1,876,370 | | | | | | 1 | | | | | | 6,791 | | | | | | — | | | | | | 6,792 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 6,002 | | | | | | — | | | | | | 6,002 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (51,365) | | | | | | (51,365) | | |
Balance, February 29, 2020
|
| | | | 19,513,939 | | | | | $ | 233,022 | | | | | | | 6,033,450 | | | | | $ | 2 | | | | | $ | 64,071 | | | | | $ | (320,868) | | | | | $ | (256,795) | | |
| | |
Fiscal Year
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (56,496) | | | | | $ | (51,365) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization expense
|
| | | | 9,391 | | | | | | 8,516 | | |
Amortization of deferred contract acquisition costs
|
| | | | 794 | | | | | | 985 | | |
Noncash interest expense
|
| | | | 425 | | | | | | 834 | | |
Noncash bonus
|
| | | | 569 | | | | | | 5,884 | | |
Loss on disposal of equipment
|
| | | | — | | | | | | 299 | | |
Stock-based compensation expense
|
| | | | 5,721 | | | | | | 6,002 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable and unbilled revenue
|
| | | | 6,522 | | | | | | (683) | | |
Accounts payable and accrued expenses
|
| | | | 1,515 | | | | | | 5,838 | | |
Deferred contract acquisition costs
|
| | | | (2,499) | | | | | | (2,399) | | |
Deferred revenue and due to customers
|
| | | | 16,192 | | | | | | 2,286 | | |
Accrued compensation
|
| | | | 2,381 | | | | | | (1,671) | | |
Deferred rent and other liabilities
|
| | | | (555) | | | | | | 220 | | |
Other assets
|
| | | | (508) | | | | | | (8,993) | | |
Net cash used in operating activities
|
| | | | (16,548) | | | | | | (34,247) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Capitalized software development costs
|
| | | | (1,943) | | | | | | — | | |
Purchases of property and equipment
|
| | | | (1,175) | | | | | | (3,315) | | |
Net cash paid in acquisition of MD Insider
|
| | | | — | | | | | | (206) | | |
Net cash used in investing activities
|
| | | | (3,118) | | | | | | (3,521) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from sale of preferred stock, net
|
| | | | 49,933 | | | | | | 19,943 | | |
Proceeds from stock option and warrant exercises
|
| | | | 1,002 | | | | | | 6,619 | | |
Proceeds from borrowings on debt
|
| | | | 3,000 | | | | | | 1,660 | | |
Repayment of debt principal
|
| | | | (5,000) | | | | | | — | | |
Principal payments under capital leases
|
| | | | (102) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 48,833 | | | | | | 28,222 | | |
Net increase (decrease) in cash and cash equivalents
|
| | | | 29,167 | | | | | | (9,546) | | |
Cash and cash equivalents, beginning of period
|
| | | | 13,534 | | | | | | 42,701 | | |
Cash and cash equivalents, end of period
|
| | | $ | 42,701 | | | | | $ | 33,155 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Interest paid
|
| | | $ | 2,609 | | | | | $ | 2,391 | | |
Issuance of common stock in lieu of cash bonus
|
| | | $ | 569 | | | | | $ | — | | |
Fixed assets included in accounts payable
|
| | | $ | 93 | | | | | $ | 45 | | |
Other receivable related to stock option exercises
|
| | | $ | — | | | | | $ | 173 | | |
Income taxes paid
|
| | | $ | — | | | | | $ | 55 | | |
Offering costs included in prepaid assets and accounts payable and accrued expenses
|
| | | $ | — | | | | | $ | 3,042 | | |
Common stock issued in connection with joint development agreement
|
| | | $ | — | | | | | $ | 3,869 | | |
Common stock issued in connection with acquisition
|
| | | $ | — | | | | | $ | 6,164 | | |
Common stock warrants issued in connection with debt
|
| | | $ | — | | | | | $ | 779 | | |
Property and Equipment
|
| |
Estimated Useful Life
|
|
Office equipment and furniture | | | 7 years | |
Computer equipment | | | 3 – 5 years | |
Computer software | | | 3 – 5 years | |
Leasehold improvements | | |
Lesser of estimated useful life or remaining lease term
|
|
Fiscal periods ending February 28(29),
|
| | | | | | |
2021
|
| | | $ | 111,741 | | |
2022
|
| | | | 42,461 | | |
2023
|
| | | | 8,390 | | |
2024
|
| | | | 1,960 | | |
Total
|
| | | $ | 164,552 | | |
| Consideration Paid | | | | | | | |
|
Cash consideration
|
| | | $ | 324 | | |
|
Fair value of equity issued
|
| | | | 5,114 | | |
|
Fair value of contingent consideration
|
| | | | 1,050 | | |
|
Total consideration paid
|
| | | $ | 6,488 | | |
| Assets acquired: | | | | | | | |
|
Cash and cash equivalents
|
| | | $ | 118 | | |
|
Accounts receivable
|
| | | | 98 | | |
|
Prepaid expenses
|
| | | | 5 | | |
|
Goodwill
|
| | | | 4,013 | | |
|
Intangible assets
|
| | | | 2,900 | | |
|
Other assets
|
| | | | 17 | | |
|
Total assets acquired
|
| | | $ | 7,151 | | |
| Liabilities assumed: | | | | | | | |
|
Accounts payable
|
| | | $ | 321 | | |
|
Accrued expenses and other current liabilities
|
| | | | 342 | | |
|
Total liabilities assumed
|
| | | $ | 663 | | |
|
Net assets acquired
|
| | | $ | 6,488 | | |
| | |
February 28/29,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Capitalized software development costs
|
| | | $ | 32,862 | | | | | $ | 35,867 | | |
Computer software
|
| | | | 10,275 | | | | | | 8,829 | | |
Computer equipment
|
| | | | 7,828 | | | | | | 9,383 | | |
Office equipment, furniture, and leasehold improvements
|
| | | | 8,012 | | | | | | 8,903 | | |
Office equipment and furniture under capital leases
|
| | | | 1,252 | | | | | | 1,251 | | |
| | | | | 60,229 | | | | | | 64,233 | | |
Less accumulated depreciation
|
| | | | (44,955) | | | | | | (50,608) | | |
Total
|
| | | $ | 15,274 | | | | | $ | 13,625 | | |
| | |
February 28/29,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Accrued professional and consulting fees
|
| | | $ | 755 | | | | | $ | 3,375 | | |
Accrued software, hardware, and communication costs
|
| | | | 154 | | | | | | 228 | | |
Accrued litigation matter
|
| | | | 1,100 | | | | | | 1,100 | | |
Accrued taxes
|
| | | | 335 | | | | | | 512 | | |
Accrued other
|
| | | | 796 | | | | | | 1,365 | | |
Total
|
| | | $ | 3,140 | | | | | $ | 6,580 | | |
| | |
February 28, 2019
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Fair Value
|
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 28,661 | | | | | $ | — | | | | | $ | — | | | | | $ | 28,661 | | |
| | |
February 29, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Fair Value
|
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 21,332 | | | | | $ | — | | | | | $ | — | | | | | $ | 21,332 | | |
| | |
February 28,
2019 |
| |
February 29,
2020 |
| ||||||
Principal outstanding
|
| | | $ | 20,000 | | | | | $ | 22,000 | | |
Interest payable-in-kind
|
| | | | — | | | | | | 273 | | |
Unamortized issuance costs
|
| | | | (800) | | | | | | (1,129) | | |
| | | | $ | 19,200 | | | | | $ | 21,144 | | |
Series
|
| |
Par value
|
| |
Shares
authorized |
| |
Issued and
outstanding |
| |
Carrying
amount |
| |
Liquidation
value |
| |||||||||||||||
A-1
|
| | | $ | 0.0001 | | | | | | 3,560,000 | | | | | | 3,559,995 | | | | | $ | 10,000 | | | | | $ | 10,000 | | |
A-2
|
| | | | 0.0001 | | | | | | 2,579,999 | | | | | | 2,579,994 | | | | | | 10,000 | | | | | | 10,000 | | |
B
|
| | | | 0.0001 | | | | | | 4,058,736 | | | | | | 4,058,731 | | | | | | 16,944 | | | | | | 16,944 | | |
C
|
| | | | 0.0001 | | | | | | 601,160 | | | | | | 601,151 | | | | | | 7,000 | | | | | | 7,000 | | |
D
|
| | | | 0.0001 | | | | | | 1,751,874 | | | | | | 1,751,871 | | | | | | 30,000 | | | | | | 30,000 | | |
E
|
| | | | 0.0001 | | | | | | 6,089,189 | | | | | | 6,089,159 | | | | | | 140,720 | | | | | | 145,300 | | |
F
|
| | | | 0.0001 | | | | | | 873,038 | | | | | | 873,038 | | | | | | 18,358 | | | | | | 20,000 | | |
| | | | | | | | | | | 19,513,996 | | | | | | 19,513,939 | | | | | $ | 233,022 | | | | | $ | 239,244 | | |
| | |
Fiscal year
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Cost of revenue
|
| | | $ | 255 | | | | | $ | 318 | | |
Product and technology
|
| | | | 1,108 | | | | | | 1,674 | | |
Sales and marketing
|
| | | | 1,199 | | | | | | 1,482 | | |
General and administrative
|
| | | | 3,159 | | | | | | 2,528 | | |
Total stock-based compensation
|
| | | $ | 5,721 | | | | | $ | 6,002 | | |
| | |
Fiscal year
|
| |||
| | |
2019
|
| |
2020
|
|
Estimated fair value of common stock
|
| |
$2.40 – $3.35
|
| |
$4.80 – $9.55
|
|
Exercise price
|
| |
$4.70 – $6.75
|
| |
$9.60 – $18.70
|
|
Expected volatility
|
| |
46% – 50%
|
| |
50%
|
|
Expected term (in years)
|
| |
6.25
|
| |
6.25
|
|
Risk-free interest rate
|
| |
2.65% – 2.94%
|
| |
1.67% – 2.62%
|
|
Dividend yield
|
| |
—
|
| |
—
|
|
| | |
Stock Options
|
| |
Weighted-
Average Exercise Price |
| |
Weighted
Remaining Contractual Life In Years |
| |
Aggregate
Intrinsic Value |
| |||||||||
Balance, February 28, 2018
|
| | | | 6,970,591 | | | | | | | | | | | | | | | | | |
Granted
|
| | | | 1,635,115 | | | | | | | | | | | | | | | | | |
Exercised
|
| | | | (249,027) | | | | | | | | | | | | | | | | | |
Forfeited
|
| | | | (209,135) | | | | | | | | | | | | | | | | | |
Balance, February 28, 2019
|
| | | | 8,147,544 | | | | | | | | | | | | | | | | | |
Granted
|
| | | | 2,084,046 | | | | | $ | 10.80 | | | | | | | | | | | |
Exercised
|
| | | | (1,843,001) | | | | | $ | 3.70 | | | | | | | | | | | |
Forfeited
|
| | | | (392,533) | | | | | $ | 5.70 | | | | | | | | | | | |
Balance, February 29, 2020
|
| | | | 7,996,056 | | | | | $ | 6.19 | | | |
7.0 years
|
| | | $ | 73,631 | | |
Vested and expected to vest as of February 29, 2020
|
| | | | 7,996,056 | | | | | $ | 6.20 | | | |
7.0 years
|
| | | $ | 73,631 | | |
Exercisable as of February 29, 2020
|
| | | | 4,579,458 | | | | | $ | 4.35 | | | |
5.6 years
|
| | | $ | 50,573 | | |
| | |
Common Stock
Warrants |
| |
Exercisable
|
| |
Exercise
Price |
| |
Expiration
Date |
| ||||||
Balance, February 28, 2018
|
| | | | 928,945 | | | | | | | | | | | | | | |
Issued
|
| | | | 541,159 | | | | | | | | | | | | | | |
Exercised
|
| | | | (4,061) | | | | | | | | | | | | | | |
Balance, February 28, 2019
|
| | | | 1,466,043 | | | | | | | | | | | | | | |
Issued
|
| | | | 220,594 | | | | | | | | | | | | | | |
Exercised
|
| | | | (33,369) | | | | | | | | | | | | | | |
Balance, February 29, 2020
|
| | | | 1,653,268 | | | | | | 1,653,268 | | | |
$0.0005 – $23.75
|
| |
April 2020 – October 2029
|
|
| | |
Number of Warrants
Outstanding at February 28/29, |
| | | | | | | |||||||||
| | |
2019
|
| |
2020
|
| |
Exercise
Price |
| |
Expiration Date
|
| ||||||
Series E holders
|
| | | | 1,162,483 | | | | | | 1,129,114 | | | |
$0.0005
|
| |
July 2026 – March 2028
|
|
Series F holders
|
| | | | — | | | | | | 85,000 | | | |
$0.0005
|
| |
October 2029
|
|
Customer
|
| | | | 160,000 | | | | | | 160,000 | | | |
$13.75
|
| |
April 2020
|
|
Lenders
|
| | | | 143,560 | | | | | | 279,154 | | | |
$0.005 – $23.75
|
| |
Nov 2022 – July 2029
|
|
Total
|
| | | | 1,466,043 | | | | | | 1,653,268 | | | | | | | | |
| | |
Fiscal year
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Domestic
|
| | | $ | (56,586) | | | | | $ | (51,795) | | |
Foreign
|
| | | | 144 | | | | | | 558 | | |
Total
|
| | | $ | (56,442) | | | | | $ | (51,237) | | |
| | |
Fiscal year
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Currently payable: | | | | | | | | | | | | | |
Federal
|
| | | $ | — | | | | | $ | — | | |
State and Local
|
| | | | — | | | | | | — | | |
Foreign
|
| | | | 55 | | | | | | 129 | | |
Total currently payable
|
| | | | 55 | | | | | | 129 | | |
Deferred: | | | | | | | | | | | | | |
Federal
|
| | | | — | | | | | | — | | |
State and Local
|
| | | | — | | | | | | — | | |
Foreign
|
| | | | — | | | | | | — | | |
Total deferred
|
| | | | — | | | | | | — | | |
Provision (benefit) for income taxes
|
| | | $ | 55 | | | | | $ | 129 | | |
| | |
Fiscal year
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Federal income tax expense at statutory tax rate
|
| | | | 21.0% | | | | | | 21.0% | | |
State income taxes, net of federal tax benefit
|
| | | | 6.0 | | | | | | 7.5 | | |
Stock-based compensation
|
| | | | (2.1) | | | | | | 3.9 | | |
Transaction costs
|
| | | | 0.0 | | | | | | (0.2) | | |
Changes in valuation allowances
|
| | | | (24.8) | | | | | | (31.4) | | |
Other
|
| | | | (0.2) | | | | | | (1.0) | | |
Effective Income Tax Rate
|
| | | | (0.1)% | | | | | | (0.2)% | | |
| | |
Fiscal year
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss and tax credit carryforwards
|
| | | $ | 55,664 | | | | | $ | 76,508 | | |
Other accruals and reserves
|
| | | | 3,529 | | | | | | 3,413 | | |
Stock-based compensation
|
| | | | 491 | | | | | | 561 | | |
Deferred rent
|
| | | | 1,066 | | | | | | 1,280 | | |
Interest expense deduction limitation carryforward
|
| | | | 742 | | | | | | 1,549 | | |
Intangibles
|
| | | | 19 | | | | | | — | | |
Property, plant & equipment
|
| | | | 252 | | | | | | 526 | | |
Other
|
| | | | 139 | | | | | | 355 | | |
Valuation allowance
|
| | | | (61,902) | | | | | | (83,640) | | |
Deferred tax assets
|
| | | | — | | | | | | 552 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Intangibles
|
| | | | — | | | | | | (552) | | |
Deferred tax liabilities
|
| | | | — | | | | | | (552) | | |
Net deferred taxes
|
| | | $ | — | | | | | $ | — | | |
| | |
Fiscal year
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Balance at the beginning of the period
|
| | | $ | 47,908 | | | | | $ | 61,902 | | |
(Decrease) increase due to NOLs and temporary differences
|
| | | | 13,994 | | | | | | 16,100 | | |
(Decrease) increase due to acquisitions
|
| | | | — | | | | | | 5,638 | | |
Balance at the end of the period
|
| | | $ | 61,902 | | | | | $ | 83,640 | | |
| | |
Fiscal year
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Net loss
|
| | | $ | (56,496) | | | | | $ | (51,365) | | |
Net loss per common share, basic and diluted
|
| | | $ | (12.17) | | | | | $ | (9.13) | | |
Weighted-average shares used to compute net loss per common share, basic and diluted
|
| | | | 4,641,256 | | | | | | 5,626,713 | | |
| | |
Fiscal year
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Stock options
|
| | | | 8,147,544 | | | | | | 7,996,056 | | |
Common stock warrants
|
| | | | 182,288 | | | | | | 317,861 | | |
Total
|
| | | | 8,329,832 | | | | | | 8,313,917 | | |
| | |
Fiscal Year Ended
February 29, 2020 |
| |||
Numerator: | | | | | | | |
Net loss
|
| | | $ | (51,365) | | |
Deemed dividend attributable to preferred shareholders
|
| | | | (239,294) | | |
Net loss attributable to common stockholders
|
| | | $ | (290,609) | | |
Denominator: | | | | | | | |
Weighted-average shares used to compute net loss per common share, basic and diluted
|
| | | | 5,626,713 | | |
Pro forma adjustment to reflect conversion of convertible preferred stock
|
| | | | 28,964,247 | | |
Pro forma adjustment to reflect automatic cashless exercise of warrants
|
| | | | 42,492 | | |
Weighted-average shares used to compute pro forma net loss per common share, basic and diluted
|
| | | | 34,633,452 | | |
Pro forma net loss per common share, basic and diluted
|
| | | $ | (8.39) | | |
Fiscal years ending February 28(29),
|
| | | | | | |
2021
|
| | | $ | 6,104 | | |
2022
|
| | | | 6,580 | | |
2023
|
| | | | 6,577 | | |
2024
|
| | | | 6,625 | | |
2025
|
| | | | 5,664 | | |
Thereafter
|
| | | | 21,516 | | |
| | | | $ | 53,066 | | |
| | |
November 30,
2020 |
| |
February 29,
2020 |
| ||||||
Assets
|
| | | ||||||||||
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 418,938 | | | | | $ | 33,155 | | |
Accounts receivable, net
|
| | | | 15,432 | | | | | | 294 | | |
Unbilled revenue
|
| | | | 1,334 | | | | | | 895 | | |
Current portion of deferred contract acquisition costs
|
| | | | 2,048 | | | | | | 1,368 | | |
Current portion of deferred financing fees
|
| | | | 163 | | | | | | 279 | | |
Prepaid and other current assets
|
| | | | 6,598 | | | | | | 12,944 | | |
Total current assets
|
| | | | 444,513 | | | | | | 48,935 | | |
Property and equipment, net
|
| | | | 10,496 | | | | | | 13,625 | | |
Goodwill
|
| | | | 4,013 | | | | | | 4,013 | | |
Acquired technology, net
|
| | | | 967 | | | | | | 2,054 | | |
Deferred contract acquisition costs
|
| | | | 6,195 | | | | | | 3,876 | | |
Other assets
|
| | | | 1,311 | | | | | | 745 | | |
Total assets
|
| | | $ | 467,495 | | | | | $ | 73,248 | | |
Liabilities, convertible preferred stock and stockholders’ equity (deficit)
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 4,136 | | | | | $ | 5,273 | | |
Accrued expenses
|
| | | | 3,437 | | | | | | 6,580 | | |
Accrued compensation
|
| | | | 27,459 | | | | | | 23,838 | | |
Deferred rent and other current liabilities
|
| | | | 531 | | | | | | 674 | | |
Due to customers
|
| | | | 3,449 | | | | | | 4,674 | | |
Current portion of deferred revenue
|
| | | | 34,427 | | | | | | 28,919 | | |
Total current liabilities
|
| | | | 73,439 | | | | | | 69,958 | | |
Loans payable, net of unamortized issuance costs
|
| | | | — | | | | | | 21,144 | | |
Deferred rent and other noncurrent liabilities
|
| | | | 5,375 | | | | | | 5,523 | | |
Deferred revenue
|
| | | | 394 | | | | | | 396 | | |
Total liabilities
|
| | | | 79,208 | | | | | | 97,021 | | |
Convertible preferred stock: | | | | | | | | | | | | | |
Preferred stock par value $0.0001; 25,000,000 shares authorized; 0 and 19,513,939 issued and outstanding at November 30, 2020 and February 29, 2020, respectively
|
| | | | — | | | | | | 233,022 | | |
Commitments (note 11) | | | | | | | | | | | | | |
Stockholders’ equity (deficit) | | | | | | | | | | | | | |
Common stock par value $0.0001; 500,000,000 shares authorized; 55,171,467 and 6,033,450 shares issued and outstanding at November 30, 2020 and February 29, 2020, respectively
|
| | | | 5 | | | | | | 2 | | |
Additional paid-in capital
|
| | | | 755,076 | | | | | | 64,071 | | |
Accumulated deficit
|
| | | | (366,794) | | | | | | (320,868) | | |
Total stockholders’ equity (deficit)
|
| | | | 388,287 | | | | | | (256,795) | | |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
|
| | | $ | 467,495 | | | | | $ | 73,248 | | |
| | |
Three months ended November 30,
|
| |
Nine months ended November 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Revenue
|
| | | $ | 38,444 | | | | | $ | 29,652 | | | | | $ | 111,126 | | | | | $ | 88,066 | | |
Cost of revenue, excluding depreciation and amortization
|
| | | | 22,743 | | | | | | 17,538 | | | | | | 66,052 | | | | | | 51,737 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Product and technology
|
| | | | 13,018 | | | | | | 11,046 | | | | | | 36,624 | | | | | | 33,595 | | |
Sales and marketing
|
| | | | 8,644 | | | | | | 7,924 | | | | | | 23,841 | | | | | | 23,202 | | |
General and administrative
|
| | | | 8,414 | | | | | | 8,551 | | | | | | 20,537 | | | | | | 20,125 | | |
Depreciation and amortization
|
| | | | 2,114 | | | | | | 2,033 | | | | | | 6,090 | | | | | | 6,415 | | |
Total operating expenses
|
| | | | 32,190 | | | | | | 29,554 | | | | | | 87,092 | | | | | | 83,337 | | |
Loss from operations
|
| | | | (16,489) | | | | | | (17,440) | | | | | | (42,018) | | | | | | (47,008) | | |
Interest expense, net
|
| | | | (35) | | | | | | (827) | | | | | | (3,663) | | | | | | (2,071) | | |
Other expense
|
| | | | (42) | | | | | | (18) | | | | | | (160) | | | | | | (98) | | |
Loss before income taxes
|
| | | | (16,566) | | | | | | (18,285) | | | | | | (45,841) | | | | | | (49,177) | | |
Income tax expense
|
| | | | (29) | | | | | | (12) | | | | | | (85) | | | | | | (49) | | |
Net loss
|
| | | $ | (16,595) | | | | | $ | (18,297) | | | | | $ | (45,926) | | | | | $ | (49,226) | | |
Net loss per share, basic and diluted
|
| | | $ | (0.32) | | | | | $ | (3.17) | | | | | $ | (1.50) | | | | | $ | (9.20) | | |
Weighted-average common shares outstanding, basic and diluted
|
| | | | 51,578,863 | | | | | | 5,776,478 | | | | | | 30,635,348 | | | | | | 5,351,313 | | |
| | |
Convertible Preferred stock
|
| | |
Stockholders’ Deficit
|
| ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | |
Common stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| | ||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Total
|
| |||||||||||||||||||||||||||
Balance February 28, 2019
|
| | | | 18,640,901 | | | | | $ | 214,664 | | | | | | | 3,616,549 | | | | | $ | 1 | | | | | $ | 38,881 | | | | | $ | (269,503) | | | | | $ | (230,621) | | |
Exercise of stock options and common stock warrants
|
| | | | — | | | | | | — | | | | | | | 90,322 | | | | | | — | | | | | | 356 | | | | | | — | | | | | | 356 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,436 | | | | | | — | | | | | | 1,436 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,903) | | | | | | (15,903) | | |
Balance, May 31, 2019
|
| | | | 18,640,901 | | | | | $ | 214,664 | | | | | | | 3,706,871 | | | | | $ | 1 | | | | | $ | 40,673 | | | | | $ | (285,406) | | | | | $ | (244,732) | | |
Issuance of common stock in connection with acquisition
|
| | | | — | | | | | | — | | | | | | | 279,436 | | | | | | — | | | | | | 6,164 | | | | | | — | | | | | | 6,164 | | |
Issuance of common stock warrants
in connection with July 2019 debt |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 779 | | | | | | — | | | | | | 779 | | |
Exercise of stock options and common stock warrants
|
| | | | — | | | | | | — | | | | | | | 415,420 | | | | | | — | | | | | | 1,428 | | | | | | — | | | | | | 1,428 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,895 | | | | | | — | | | | | | 1,895 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,026) | | | | | | (15,026) | | |
Balance, August 31, 2019
|
| | | | 18,640,901 | | | | | $ | 214,664 | | | | | | | 4,401,727 | | | | | $ | 1 | | | | | $ | 50,939 | | | | | $ | (300,432) | | | | | $ | (249,492) | | |
Issuance of common stock in connection with acquisition
|
| | | | — | | | | | | — | | | | | | | 9,884 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sale of Series F preferred stock, net
|
| | | | 873,038 | | | | | | 18,358 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of common stock warrants
in connection with sale of Series F Preferred Stock |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,585 | | | | | | — | | | | | | 1,585 | | |
Exercise of stock options and common stock warrants
|
| | | | — | | | | | | — | | | | | | | 213,453 | | | | | | — | | | | | | 728 | | | | | | — | | | | | | 728 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,564 | | | | | | — | | | | | | 1,564 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,297) | | | | | | (18,297) | | |
Balance, November 30, 2019
|
| | | | 19,513,939 | | | | | $ | 233,022 | | | | | | | 4,625,064 | | | | | $ | 1 | | | | | $ | 54,816 | | | | | $ | (318,729) | | | | | $ | (263,912) | | |
| | |
Convertible Preferred stock
|
| | |
Stockholders' Equity (Deficit)
|
| ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | |
Common stock
|
| |
Additional
|
| |
Accumulated
|
| | | | | | | |||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
paid-in capital
|
| |
deficit
|
| |
Total
|
| |||||||||||||||||||||
Balance February 29, 2020
|
| | | | 19,513,939 | | | | | $ | 233,022 | | | | | | | 6,033,450 | | | | | $ | 2 | | | | | $ | 64,071 | | | | | $ | (320,868) | | | | | $ | (256,795) | | |
Exercise of stock options and common stock warrants
|
| | | | — | | | | | | — | | | | | | | 347,807 | | | | | | — | | | | | | 2,999 | | | | | | — | | | | | | 2,999 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,259 | | | | | | — | | | | | | 1,259 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (13,960) | | | | | | (13,960) | | |
Balance, May 31, 2020
|
| | | | 19,513,939 | | | | | $ | 233,022 | | | | | | | 6,381,257 | | | | | $ | 2 | | | | | $ | 68,329 | | | | | $ | (334,828) | | | | | $ | (266,497) | | |
Exercise of stock options and common stock warrants
|
| | | | — | | | | | | — | | | | | | | 383,575 | | | | | | — | | | | | | 1,726 | | | | | | — | | | | | | 1,726 | | |
Issuance of common stock in initial public offering, net of issuance costs of $4,596
|
| | | | — | | | | | | — | | | | | | | 11,526,134 | | | | | | 1 | | | | | | 231,227 | | | | | | — | | | | | | 231,228 | | |
Conversion of preferred stock into
common stock |
| | | | (19,513,939) | | | | | | (233,022) | | | | | | | 29,479,521 | | | | | | 2 | | | | | | 233,020 | | | | | | — | | | | | | 233,022 | | |
Automatic exercise of warrants into common stock in connection with initial public offering
|
| | | | — | | | | | | — | | | | | | | 1,401,836 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of stock options to satisfy bonus obligation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 5,735 | | | | | | — | | | | | | 5,735 | | |
Issuance of common stock in connection with 2019 acquisition
|
| | | | — | | | | | | — | | | | | | | 97,019 | | | | | | — | | | | | | 156 | | | | | | — | | | | | | 156 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,105 | | | | | | — | | | | | | 2,105 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,371) | | | | | | (15,371) | | |
Balance, August 31, 2020
|
| | | | — | | | | | $ | — | | | | | | | 49,269,342 | | | | | $ | 5 | | | | | $ | 542,298 | | | | | $ | (350,199) | | | | | $ | 192,104 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 84,627 | | | | | | — | | | | | | 527 | | | | | | — | | | | | | 527 | | |
Issuance of common stock in
follow-on public offering, net of issuance costs of $600 |
| | | | — | | | | | | — | | | | | | | 5,750,000 | | | | | | — | | | | | | 208,046 | | | | | | — | | | | | | 208,046 | | |
Issuance of common stock in connection with the employee stock purchase plan
|
| | | | — | | | | | | — | | | | | | | 67,498 | | | | | | — | | | | | | 1,259 | | | | | | — | | | | | | 1,259 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,946 | | | | | | — | | | | | | 2,946 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,595) | | | | | | (16,595) | | |
Balance, November 30, 2020
|
| | | | — | | | | | $ | — | | | | | | | 55,171,467 | | | | | $ | 5 | | | | | $ | 755,076 | | | | | $ | (366,794) | | | | | $ | 388,287 | | |
| | |
Nine months ended November 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (45,926) | | | | | $ | (49,226) | | |
Adjustments to reconcile net loss to net cash used in Operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization expense
|
| | | | 6,090 | | | | | | 6,415 | | |
Amortization of deferred contract acquisition costs
|
| | | | 1,187 | | | | | | 695 | | |
Noncash interest expense
|
| | | | 1,395 | | | | | | 533 | | |
Stock-based compensation expense
|
| | | | 6,310 | | | | | | 4,895 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable and unbilled revenue
|
| | | | (15,577) | | | | | | 123 | | |
Accounts payable and accrued expenses
|
| | | | 569 | | | | | | 4,408 | | |
Deferred contract acquisition costs
|
| | | | (4,187) | | | | | | (1,551) | | |
Deferred revenue and due to customers
|
| | | | 4,281 | | | | | | 10,832 | | |
Accrued compensation
|
| | | | 9,372 | | | | | | 187 | | |
Deferred rent and other liabilities
|
| | | | (324) | | | | | | 106 | | |
Other assets
|
| | | | 1,182 | | | | | | (1,400) | | |
Net cash used in operating activities
|
| | | | (35,628) | | | | | | (23,983) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Capitalized software development costs
|
| | | | (374) | | | | | | — | | |
Purchases of property and equipment
|
| | | | (1,500) | | | | | | (2,469) | | |
Net cash acquired in acquisition of MD Insider
|
| | | | — | | | | | | (206) | | |
Earnout payments to MD Insider
|
| | | | (58) | | | | | | — | | |
Net cash used in investing activities
|
| | | | (1,932) | | | | | | (2,675) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from public offerings, net of underwriters’ discounts and commissions and offering costs
|
| | | | 439,478 | | | | | | — | | |
Proceeds from stock option and warrant exercises
|
| | | | 5,176 | | | | | | 2,008 | | |
Proceeds from sale of Series F Preferred Stock, net.
|
| | | | — | | | | | | 19,943 | | |
Proceeds from stock purchases under employee stock purchase plan
|
| | | | 1,442 | | | | | | — | | |
Proceeds from borrowings on debt
|
| | | | 51,166 | | | | | | 1,660 | | |
Repayments of debt principal
|
| | | | (73,166) | | | | | | — | | |
Payments related to debt retirement
|
| | | | (753) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 423,343 | | | | | | 23,611 | | |
Net increase (decrease) in cash and cash equivalents
|
| | | | 385,783 | | | | | | (3,047) | | |
Cash and cash equivalents, beginning of period
|
| | | | 33,155 | | | | | | 42,701 | | |
Cash and cash equivalents, end of period
|
| | | $ | 418,938 | | | | | $ | 39,654 | | |
Supplemental cash flow information:
|
| | | | | | | | | | | | |
Interest paid
|
| | | $ | 2,246 | | | | | $ | 1,790 | | |
Income taxes paid
|
| | | $ | 149 | | | | | $ | 55 | | |
Fixed assets included in accounts payable
|
| | | $ | 185 | | | | | $ | 126 | | |
Other receivable related to stock option exercises
|
| | | $ | 249 | | | | | $ | 504 | | |
Offering costs included in accounts payable and accrued expenses
|
| | | $ | 68 | | | | | $ | — | | |
Bonus settled in the form of stock options
|
| | | $ | 5,735 | | | | | $ | — | | |
Common stock issued in connection with acquisition
|
| | | $ | — | | | | | $ | 6,164 | | |
Common stock warrants issued in connection with debt
|
| | | $ | — | | | | | $ | 779 | | |
| | |
For the three months ended November 30,
|
| |
For the nine months ended November 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Customer 1
|
| | | | 17% | | | | | | 27% | | | | | | 17% | | | | | | 27% | | |
Customer 2
|
| | | | 10% | | | | | | 12% | | | | | | 11% | | | | | | 12% | | |
Customer 3
|
| | | | 10% | | | | | | 11% | | | | | | 10% | | | | | | 11% | | |
Total | | | | | 37% | | | | | | 50% | | | | | | 38% | | | | | | 50% | | |
| | |
November 30,
2020 |
| |||
Customer 1
|
| | | $ | 1,642 | | |
Customer 2
|
| | | | 45 | | |
Customer 3
|
| | | | 8,196 | | |
Fiscal year ending February 28(29),
|
| | | | | | |
Remainder of 2021
|
| | | $ | 42,174 | | |
2022
|
| | | | 126,168 | | |
2023
|
| | | | 46,607 | | |
2024
|
| | | | 14,026 | | |
Total
|
| | | $ | 228,975 | | |
| | |
November 30, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Fair Value
|
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 208,286 | | | | | $ | — | | | | | $ | — | | | | | $ | 208,286 | | |
United States Treasury bills
|
| | | $ | 199,990 | | | | | $ | — | | | | | $ | — | | | | | $ | 199,990 | | |
| | |
February 29, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Fair Value
|
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 21,332 | | | | | $ | — | | | | | $ | — | | | | | $ | 21,332 | | |
Certificates of deposit
|
| | | $ | 5,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 5,000 | | |
| | |
Three months ended November 30,
|
| |
Nine months ended November 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Cost of revenue
|
| | | $ | 352 | | | | | $ | 75 | | | | | $ | 679 | | | | | $ | 250 | | |
Product and technology
|
| | | | 1,060 | | | | | | 460 | | | | | | 2,212 | | | | | | 1,312 | | |
Sales and marketing
|
| | | | 702 | | | | | | 340 | | | | | | 1,494 | | | | | | 1,162 | | |
General and administrative
|
| | | | 832 | | | | | | 689 | | | | | | 1,925 | | | | | | 2,171 | | |
Total stock-based compensation
|
| | | $ | 2,946 | | | | | $ | 1,564 | | | | | $ | 6,310 | | | | | $ | 4,895 | | |
| | |
Stock Option
|
| |
Weighted
average exercise price |
| |
Weighted
remaining contractual life in years |
| |
Aggregate
intrinsic value |
| ||||||||||||
Balance, February 29, 2020
|
| | | | 7,996,056 | | | | | $ | 6.19 | | | | | | | | | | | | | | |
Granted
|
| | | | 2,163,775 | | | | | | 17.41 | | | | | | | | | | | | | | |
Exercised
|
| | | | (656,009) | | | | | | 4.65 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (200,012) | | | | | | 6.35 | | | | | | | | | | | | | | |
Balance, November 30, 2020
|
| | | | 9,303,810 | | | | | $ | 8.91 | | | | | | 7.2 years | | | | | $ | 400,103 | | |
Vested and expected to vest as of November 30, 2020
|
| | | | 9,303,810 | | | | | $ | 8.91 | | | | | | 7.2 years | | | | | $ | 400,103 | | |
Exercisable as of November 30, 2020
|
| | | | 5,673,184 | | | | | $ | 6.37 | | | | | | 6.2 years | | | | | $ | 258,347 | | |
| | |
Restricted
Stock Units |
| |||
Balance, February 29, 2020
|
| | | | — | | |
Granted
|
| | | | 85,310 | | |
Vested
|
| | | | — | | |
Forfeited
|
| | | | — | | |
Balance, November 30, 2020
|
| | | | 85,310 | | |
| | |
Three months ended
November 30, |
| |
Nine months ended
November 30, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Net loss
|
| | | $ | (16,595) | | | | | $ | (18,297) | | | | | $ | (45,926) | | | | | $ | (49,226) | | |
Weighted-average shares used in computing net loss per share
|
| | | | 51,578,863 | | | | | | 5,776,478 | | | | | | 30,635,348 | | | | | | 5,351,313 | | |
Net loss per share attributable to common stockholders, basic and diluted
|
| | | $ | (0.32) | | | | | $ | (3.17) | | | | | $ | (1.50) | | | | | $ | (9.20) | | |
| | |
November 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Stock options
|
| | | | 9,303,810 | | | | | | 9,069,217 | | |
Unvested restricted stock units
|
| | | | 85,310 | | | | | | — | | |
Common stock warrants
|
| | | | — | | | | | | 317,882 | | |
Total
|
| | | | 9,389,120 | | | | | | 9,387,099 | | |
| | |
Amount
|
| |||
SEC registration fee
|
| | | $ | 11,707 | | |
FINRA filing fee
|
| | | | 16,987 | | |
Legal fees and expenses
|
| | | | 50,000 | | |
Accountants’ fees and expenses
|
| | | | 35,000 | | |
Miscellaneous
|
| | | | 11,306 | | |
Total expenses
|
| | | $ | 125,000 | | |
Exhibit
Number |
| |
Description of Exhibit
|
| |
Form
|
| |
File No.
|
| |
Exhibit
|
| |
Filing Date
|
| |
Filed
Herewith |
|
2.1 | | | | |
8-K
|
| |
001-39348
|
| |
3.1
|
| |
March 4, 2021
|
| | | | |
3.1 | | | | |
8-K
|
| |
001-39348
|
| |
3.1
|
| |
July 10, 2020
|
| | | | |
3.2 | | | | |
S-1
|
| |
333-236786
|
| |
3.4
|
| |
February 28, 2020
|
| | | | |
4.1 | | | | |
S-1
|
| |
333-236786
|
| |
4.1
|
| |
February 28, 2020
|
| | | | |
4.2 | | | | |
S-1
|
| |
333-236786
|
| |
4.2
|
| |
February 28, 2020
|
| | | | |
4.3 | | | Registration Rights Agreement by and among the Registrant and certain of its stockholders, dated March 3, 2021. | | |
8-K
|
| |
001-39348
|
| |
4.1
|
| |
March 4, 2021
|
| | | |
5.1 | | | | | | | | | | | | | | | | |
X
|
| |
10.1+ | | | | |
S-1
|
| |
333-236786
|
| |
10.1
|
| |
June 16, 2020
|
| | | | |
10.2+ | | | | |
S-1
|
| |
333-236786
|
| |
10.2
|
| |
June 16, 2020
|
| | | | |
10.3+ | | | | |
S-1
|
| |
333-236786
|
| |
10.3
|
| |
June 16, 2020
|
| | | | |
10.4+ | | | | |
S-1
|
| |
333-236786
|
| |
10.4
|
| |
February 28, 2020
|
| | | | |
10.5+ | | | | |
S-1
|
| |
333-236786
|
| |
10.5
|
| |
February 28, 2020
|
| | | | |
10.6+ | | | | | | | | | | | | | | | | |
X
|
|
Exhibit
Number |
| |
Description of Exhibit
|
| |
Form
|
| |
File No.
|
| |
Exhibit
|
| |
Filing Date
|
| |
Filed
Herewith |
|
10.7+ | | | | |
S-1
|
| |
333-236786
|
| |
10.7
|
| |
February 28, 2020
|
| | | | |
10.8 | | | | |
S-1
|
| |
333-236786
|
| |
10.11
|
| |
February 28, 2020
|
| | | | |
10.9† | | | | |
8-K
|
| |
001-39348
|
| |
10.1
|
| |
August 25, 2020
|
| | | | |
10.10 | | | | |
10-Q
|
| |
001-39348
|
| |
10.8
|
| |
October 14, 2020
|
| | | | |
10.11 | | | | |
8-K
|
| |
001-39348
|
| |
10.1
|
| |
November 9, 2020
|
| | | | |
10.12 | | | | |
8-K
|
| |
001-39348
|
| |
10.1
|
| |
March 4, 2021
|
| | | | |
10.13 | | | | |
S-1
|
| |
333-236786
|
| |
10.14
|
| |
February 28, 2020
|
| | | | |
10.14 | | | | |
S-1
|
| |
333-236786
|
| |
10.15
|
| |
February 28, 2020
|
| | | | |
10.15 | | | | |
S-1
|
| |
333-236786
|
| |
10.16
|
| |
February 28, 2020
|
| | | | |
10.16 | | | | |
S-1
|
| |
333-236786
|
| |
10.17
|
| |
February 28, 2020
|
| | | |
Exhibit
Number |
| |
Description of Exhibit
|
| |
Form
|
| |
File No.
|
| |
Exhibit
|
| |
Filing Date
|
| |
Filed
Herewith |
|
10.17 | | | | |
S-1
|
| |
333-236786
|
| |
10.18
|
| |
February 28, 2020
|
| | | | |
10.18 | | | | |
S-1
|
| |
333-236786
|
| |
10.19
|
| |
February 28, 2020
|
| | | | |
10.19 | | | | |
S-1
|
| |
333-236786
|
| |
10.20
|
| |
February 28, 2020
|
| | | | |
10.20 | | | | |
S-1
|
| |
333-236786
|
| |
10.21
|
| |
February 28, 2020
|
| | | | |
10.21 | | | | |
S-1
|
| |
333-236786
|
| |
10.22
|
| |
February 28, 2020
|
| | | | |
10.22† | | | | |
S-1
|
| |
333-236786
|
| |
10.23
|
| |
February 28, 2020
|
| | | | |
10.23† | | | | |
S-1
|
| |
333-236786
|
| |
10.24
|
| |
February 28, 2020
|
| | | | |
10.24† | | | | |
S-1
|
| |
333-236786
|
| |
10.25
|
| |
February 28, 2020
|
| | | |
Exhibit
Number |
| |
Description of Exhibit
|
| |
Form
|
| |
File No.
|
| |
Exhibit
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Filing Date
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Filed
Herewith |
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10.25† | | | Amendment and Restatement of Exhibits F and G to the Amended and Restated Services Agreement by and between the Registrant and Comcast Cable Communications Management, LLC dated September 18, 2017. | | |
S-1
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333-236786
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10.26
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February 28, 2020
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10.26† | | | | |
S-1
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333-236786
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10.27
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February 28, 2020
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10.27† | | | | |
S-1
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333-236786
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10.29
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February 28, 2020
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10.28† | | | | |
S-1
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333-236786
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10.30
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February 28, 2020
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10.29† | | | Second Renewal and Amendment of the Amended and Restated Services Agreement by and between the Registrant and Comcast Cable Communications Management, LLC dated June 19, 2020. | | |
S-1
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333-236786
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10.32
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June 24, 2020
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10.30 | | | | |
S-1
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333-236786
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10.31
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February 28, 2020
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10.31+ | | | | | | | | | | | | | | | | |
X
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23.1 | | | Consent of KPMG LLP, independent registered public accounting firm. | | | | | | | | | | | | | | |
X
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23.2 | | | | | | | | | | | | | | | | |
X
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Exhibit
Number |
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Description of Exhibit
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Form
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File No.
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Exhibit
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Filing Date
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Filed
Herewith |
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24.1 | | | | | | | | | | | | | | | | | | ||
101.INS | | | XBRL Instance Document | | | | | | | | | | | | | | |
X
|
|
101.SCH | | | XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | | |
X
|
|
101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | | |
X
|
|
101.DEF | | | XBRL Extension Definition Linkbase Document | | | | | | | | | | | | | | |
X
|
|
101.LAB | | | XBRL Taxonomy Label Linkbase Document | | | | | | | | | | | | | | |
X
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101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | | | | | |
X
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Signature
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Title
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Date
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/s/ Rajeev Singh
Rajeev Singh
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Chief Executive Officer and Director (Principal Executive Officer)
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March 15, 2021
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/s/ Stephen Barnes
Stephen Barnes
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| |
Chief Financial Officer (Principal Financial and Accounting Officer)
|
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March 15, 2021
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/s/ J. Michael Cline
J. Michael Cline
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Director
|
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March 15, 2021
|
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/s/ William H. Frist, Sr.
William H. Frist, Sr.
|
| |
Director
|
| |
March 15, 2021
|
|
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/s/ Jeffrey Jordan
Jeffrey Jordan
|
| |
Director
|
| |
March 15, 2021
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|
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/s/ Cindy Kent
Cindy Kent
|
| |
Director
|
| |
March 15, 2021
|
|
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/s/ Peter Klein
Peter Klein
|
| |
Director
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| |
March 15, 2021
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Signature
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Title
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Date
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/s/ Dawn Lepore
Dawn Lepore
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Director
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March 15, 2021
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/s/ Thomas Neff
Thomas Neff
|
| |
Director
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| |
March 15, 2021
|
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/s/ Patricia Wadors
Patricia Wadors
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Director
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March 15, 2021
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|
Exhibit 5.1
Alan D. Hambelton
+1 206 452 8756
ahambelton@cooley.com
March 15, 2021
Accolade, Inc.
1201 Third Avenue, Suite 1700
Seattle, WA 98101
Ladies and Gentlemen:
You have requested our opinion, as counsel to Accolade, Inc., a Delaware corporation (the “Company"), with respect to certain matters in connection with the filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission, including a related prospectus (the “Prospectus”), covering the registration for resale of 2,495,441 shares of the Company’s common stock, $0.0001 par value (the “Shares”). We have been advised that the Shares have been issued by the Company pursuant to that certain Agreement and Plan of Merger, dated January 14, 2021, by and among the Company, Maestro Merger Sub, LLC, Innovation Specialists LLC d/b/a 2nd.MD, and Shareholder Representative Services LLC (the “Merger Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, the Merger Agreement and originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been validly issued and are fully paid and non-assessable.
Cooley LLP 1700 Seventh Avenue, Suite 1900 Seattle, WA 98101-1355
t: (206) 452-8700 f: (206) 452-8800 cooley.com
March 15, 2021
Page Two
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: | /s/ Alan D. Hambelton | |
Alan D. Hambelton |
Cooley LLP 1700 Seventh Avenue, Suite 1900
Seattle, WA 98101-1355
t: (206) 452-8700 f: (206) 452-8800 cooley.com
Exhibit 10.6
December 1, 2014
Personal and Confidential
Steve Barnes
967 Ethan Allen Road
Berwyn, PA 19312
Dear Steve:
On behalf of the team at Accolade, Inc., I am delighted to offer you employment with Accolade, Inc. (the "Company"), commencing on or before February 1, 2015 (the "Commencement Date"). The following are some of the more significant benefits and terms and conditions of your employment. The offer of employment made to you herein is subject to a background check, drug test and reference checks completed in all respects to the Company's full satisfaction.
Duties: You shall be employed as Chief Financial Officer at the Company subject to the supervision and direction of Tom Spann, CEO or such other executive officer of the Company as designated by the Chief Executive Officer. You shall devote your business time, efforts, energy and skill to the business of the Company as are necessary to effectively perform your duties hereunder. Without limiting the generality of the foregoing, you will be a full-time employee of the Company. You shall render your business services exclusively to the Company while you are employed by the Company and shall use your best efforts, judgment and energy to improve and advance the business and interests of the Company in a manner consistent with the duties of your position. |
At-Will Employment: Your employment by the Company shall be terminable by either party "at will", for any reason or for no reason. |
Compensation: In consideration of the services to be rendered by you to the Company, the Company agrees to pay you: |
(i) | a base compensation during the term of this Agreement of $400,000 per annum, payable in accordance with the Company's standard payroll practices. |
(ii) | an annual bonus of up to 50% of your base salary at the discretion of the Company based on your performance and the performance of the Company. |
660 West Germantown Pike , Suite 500 I
Plymouth Meeting, PA 19462
Phone: 610-834-2989 I Fax: 610-834-5738 I www.Accolade.com
i. | Your individual performance will be evaluated during our annual review process. Currently, our annual review process takes place at the end of each calendar year, followed by the compensation review process which is effective in April. Your performance and compensation will be evaluated during our 2015 review cycle, which may result in compensation changes in April 2016. |
(iii) | a stock option grant in the amount of 780,000 common shares subject to approval by the Board of Directors at an exercise price to be determined by the Board vesting over 4 years from the approval date pursuant to the Company Option Plan. |
(iv) | In the event of a Change of Control, you will be covered under the same Change of Control guidelines as outlined in the Accolade Stock Option Plan (attached), except in the following case: If Accolade is acquired, and if you are terminated as a result, all your unvested options will immediately vest. |
(v) | a one-time bonus payment of $100,000 to be paid April, 2015. In the event you separate from employment for any reason before the one year anniversary of the Commencement Date, you agree to repay the Company this amount. This repayment agreement will not apply in the case of a Change of Control where Accolade is acquired and your employment is terminated as a result of the acquisition, as mentioned in Section 3 (iv) above. |
Payroll, withholding and related taxes shall be deducted from all payments by the Company as required by law.
Employee Benefits: During the term of this Agreement, you shall be entitled to the following perquisites and employee benefits:
(i) | You shall be entitled to 23 days of paid time off (including vacation, sick days and personal days) during each year you are employed by the Company, taken at such times in coordination with the needs of the Company as determined by your supervisor. You are entitled to paid company designated holidays as defined by the company. You are also entitled to participate in the Company 401(k) savings plan. |
660 West Germantown Pike , Suite 500 I
Plymouth Meeting, PA 19462
Phone: 610-834-2989 I Fax: 610-834-5738 I www.Accolade.com
(ii) | You shall be entitled to participate, subject to qualification requirements, in medical, life or other insurance or hospitalization plans of the Company made generally available to officers, directors and/or employees of the Company. |
Severance: You will be eligible for the following Severance benefits:
(i) | Up to 1 year of base compensation and medical benefits, beginning from your last day of employment with the Company, to the first day of your next full time employment. |
(ii) | Company will not pay this Severance benefit in the case of your resignation, or in the case of Termination for Cause. For purposes of this Agreement, "Termination for Cause" shall mean willful dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or any material breach of this Agreement. |
Confidential Information: You hereby covenant, agree and acknowledge the following:
(i) | You have and will have access to and will participate in the development of or be acquainted with confidential or proprietary information and trade secrets related to the business of the Company and its affiliates and subsidiaries (collectively, the "Companies"), including but not limited to (i) business plans and strategy, operating plans, marketing plans, financial reports, operating data, budgets, wage and salary rates, pricing strategies and information, terms of agreements with suppliers or customers and others, customer lists, patents, devices, software programs, reports, correspondence, tangible property and specifications owned by or used in the businesses of one or more of the Companies, (ii) information pertaining to future developments such as, but not limited to, research and development, future marketing, distribution, delivery or merchandising plans or ideas, and potential new business locations, and (iii) other tangible and intangible property, which are used in the business and operations of the Companies but not made publicly available. The information and trade secrets relating to the business of the Companies described hereinabove in this paragraph are hereinafter referred to collectively as the "Confidential Information"; provided that the term Confidential Information shall not include any information (x) that is or becomes generally publicly available (other than as a result of violation of this Agreement by you) or (y) that you receive on a non-confidential basis from a source (other than the Company, its affiliates or representatives) that is not known to be bound by an obligation of secrecy or confidentiality to the Companies or any of them. |
660 West Germantown Pike , Suite 500 I
Plymouth Meeting, PA 19462
Phone: 610-834-2989 I Fax: 610-834-5738 I www.Accolade.com
(ii) | You hereby assign to the Company, in consideration of your employment, all Confidential Information developed by or otherwise in your possession at any time commencing with the Commencement Date through the date of termination of your employment with the Company (such period, hereinafter referred to as, the "Term"), whether or not made or conceived during working hours, alone or with others, which relates, directly or indirectly, to businesses or proposed businesses of any of the Companies, and you agree that all such Confidential Information shall be the exclusive property of the Companies. Upon request of the Chief Executive Officer of the Company, you shall execute and deliver to the Companies any specific assignments or other documents appropriate to vest title in such Confidential Information in the Companies or to obtain for the Companies' legal protection for such Confidential Information. |
(iii) | You shall not disclose, use or make known for your or another's benefit any Confidential Information or use such Confidential Information in any way except in the best interests of the Companies in the performance of your duties under this Agreement. You may disclose Confidential Information when required by applicable law or judicial process, but only after notice to the Company of your intention to do so and opportunity for the Company to challenge or limit the scope of the disclosure. |
(iv) | You agree that upon termination of your employment by the Company for any reason, you shall forthwith return to the Company all Confidential Information, documents, correspondence, notebooks, reports, computer programs and all other materials and copies thereof (including computer discs and other electronic media) relating in any way to the business of the Companies in any way developed or obtained by you during the Term. |
(v) | You agree, during the Term, to offer or otherwise make known or available to the Company, as directed by the Chief Executive Officer or the Board of Directors of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that you may discover, find, develop or otherwise have available to you in any field in which the Company or its affiliates are engaged or propose to be engaged, and further agree that any such prospects, contacts or other business opportunities shall be the property of the Company. |
660 West Germantown Pike , Suite 500 I
Plymouth Meeting, PA 19462
Phone: 610-834-2989 I Fax: 610-834-5738 I www.Accolade.com
Restrictive Covenants: You hereby covenant, agree and acknowledge the following:
(i) | Non-Competition: During the Term and for a period of twelve (12) months thereafter, regardless of the reason for termination of employment, you will not directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization which is competitive to the Business of the Company (as defined below) anywhere in the United States of America; provided, however, that the provisions of this Section 6(i) shall not be deemed to prohibit your ownership of not more than one percent (1%) of the total shares of all classes of stock outstanding of any publicly held company, or ownership, whether through direct or indirect stock holdings or otherwise, of not more than five percent (5%) of any other business. The term "Business of the Company" shall mean any business that offers personalized support to individuals in navigating, coordinating, and influencing health care decisions and understanding benefits and options for care choices ("Services"), as well as providing information, analytics and services to companies or other entities relating to health care utilization derived from or related to Services. You shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, mark, logo or other identifying words or images which are the same as or similar to those used at any time by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. |
(ii) | Non-Solicitation: During the Term and for a period of twenty four (24) months thereafter, regardless of the reason for termination of employment, you will not directly or indirectly recruit, solicit, induce or otherwise cause any other employee, employees, consultant and/or consultants of the Company to leave their employment with the Company or any person that was an employee or consultant of the Company at any time during the two years preceding the date at issue in order to accept employment of any kind with any other person, firm, partnership, corporation or other entity, including you or any entity with which you are affiliated. |
660 West Germantown Pike , Suite 500 I
Plymouth Meeting, PA 19462
Phone: 610-834-2989 I Fax: 610-834-5738 I www.Accolade.com
(iii) | Non-Interference: During the Term and for a period of twenty four (24) months thereafter, regardless of the reason for termination of employment, you will not directly or indirectly call upon, accept business from or solicit the trade, business or patronage of any of the customers or known prospective customers of the Company or of anyone who has heretofore traded and dealt with the Company, regardless of the location of such customers or prospective customers of the Company, with respect to the Confidential Information or Business of the Company, or otherwise divert or attempt to divert any business from the Company. |
Prior Employer Covenants: You represent that you are not subject to any agreement which would prohibit you from accepting this position or performing the duties of this position in accordance with the terms set forth in this offer letter. The Company has no interest in receiving any confidential information or trade secrets of your former employers. Further, you acknowledge that the Company shall not indemnify you against any claims or asserted violations of any prior employer covenants. |
We believe that the Company has tremendous potential and is a company that will provide great opportunities for its employees for personal growth, challenging work and financial rewards. We hope that the experience and skill set that you bring to the Company will make a significant contribution towards the future success of the Company.
If you decide to accept our offer, as we hope that you will, please sign and date the enclosed copy of this letter in the space provided below by December 4, 2014. By signing below, you are agreeing to the terms set forth herein. Should you have any questions regarding this letter, our offer of employment or anything else, please feel free to contact me. We are very excited to have you join the team and we look forward to working with you.
Sincerely yours,
/s/ Jennifer McDonnell | |
Name: Jennifer McDonnell | |
Title: Director, Talent Acquisition |
660 West Germantown Pike , Suite 500 I
Plymouth Meeting, PA 19462
Phone: 610-834-2989 I Fax: 610-834-5738 I www.Accolade.com
ACKNOWLEDGMENT:
In response to the above offer of employment (INITIAL ONE ONLY)
SB I accept your offer of employment
I decline your offer of employment
Dated: December 4, 2014
/s/ Stephen H. Barnes | |
Name: Stephen H. Barnes |
660 West Germantown Pike , Suite 500 I
Plymouth Meeting, PA 19462
Phone: 610-834-2989 I Fax: 610-834-5738 I www.Accolade.com
Exhibits 10.31
Accolade, Inc.
Amended and Restated Non-Employee Director Compensation Policy
Effective Date: February 15, 2021
Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Accolade, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service upon and following the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the Company’s common stock (the “Common Stock”), pursuant to which the Common Stock is priced in such initial public offering. An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or the Nominating and Corporate Governance Committee of the Board.
Annual Cash Compensation
Commencing at the beginning of the first fiscal quarter following the closing of the initial public offering (the “IPO”) of the Company’s Common Stock, each Eligible Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears following the end of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.
In lieu of the cash compensation set forth below, the Board may instead, in its sole discretion, grant Restricted Stock Unit Awards to each director in lieu of cash compensation with such Restricted Stock Unit having a value equal to the value of such cash compensation based on the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant.
1. | Annual Board Service Retainer: |
a. | All Eligible Directors: $86,800 | |
b. | Chairman of the Board Service Retainer (in addition to Eligible Director Service Retainer): $30,000 |
c. | Lead Independent Director (in addition to Eligible Director Service Retainer): $15,000 |
2. | Annual Committee Member Service Retainer (in addition to Eligible Director Service Retainer): |
a. | Member of the Audit Committee: $10,000 | |
b. | Member of the Compensation Committee: $5,000 | |
c. | Member of the Nominating and Corporate Governance Committee: $5,000 |
3. | Annual Committee Chair Service Retainer (in addition to the Eligible Director Service Retainer and the Committee Member Service Retainer): |
a. | Chairman of the Audit Committee: $10,000 | |
b. | Chairman of the Compensation Committee: $5,000 | |
c. | Chairman of the Nominating and Corporate Governance Committee: $5,000 |
Equity Compensation
The equity compensation set forth below will be granted under the Company’s 2020 Equity Incentive Plan (the “Plan”).
1. | Initial Appointment Equity Grant. On appointment to the Board, and without any further action of the Board or Compensation Committee of the Board, at the close of business on the day of such appointment an Eligible Director will automatically receive a Restricted Stock Unit Award for Common Stock having a value of $130,200 based on the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, with the $130,200 being prorated based on the number of months from the date of appointment until the next Annual Meeting of the Company’s Stockholders (the “Initial RSU”). For illustrative purposes, if an Eligible Director joins the Board in January and the next Annual Meeting of the Company’s Stockholders will be held in June of the year of appointment, then, upon appointment, such Eligible Director will receive a Restricted Stock Unit Award for Common Stock having a value of $65,100 (6/12 x $130,200). Each Initial RSU will vest on the earlier of (i) the date of the next Annual Meeting of the Company’s Stockholders (or the date immediately prior to the next Annual Meeting of the Company’s Stockholders if the Eligible Director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election); or (ii) the one-year anniversary measured from the date of grant. |
2. | Automatic Equity Grants. Without any further action of the Board or Compensation Committee of the Board, at the close of business on the date of each Annual Meeting of the Company’s Stockholders, each person who is then an Eligible Director will automatically receive a Restricted Stock Unit Award for Common Stock having a value of $130,200 based on the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant (the “Annual RSU”). Each Annual RSU will vest on the earlier of (i) the date of the following year’s Annual Meeting of the Company’s Stockholders (or the date immediately prior to the next Annual Meeting of our Stockholders if the Eligible Director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election); or (ii) the one-year anniversary measured from the date of grant. |
3. | Vesting; Change of Control. All vesting is subject to the Eligible Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Eligible Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards will become fully vested immediately prior to the closing of such Change of Control. |
4. | Calculation of Value of a Restricted Stock Unit Award. The value of a Restricted Stock Unit Award to be granted under this Director Compensation Policy will be determined based on the Fair Market Value per share on the grant date. |
5. | Remaining Terms. The remaining terms and conditions of each Restricted Stock Unit Award, including transferability, will be as set forth in the Company’s standard Restricted Stock Unit Award Agreement, in the form adopted from time to time by the Board or the Compensation Committee of the Board. The Board or the Nominating and Corporate Governance Committee of the Board has the discretion to approve a process by which Eligible Directors may defer settlement of the Common Stock underlying an Initial RSU or an Annual RSU to a future date which is after its vesting date. |
Expenses
The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Eligible Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Accolade, Inc.:
We consent to the use of our report dated June 16, 2020, with respect to the consolidated balance sheets of Accolade, Inc. as of February 28, 2019 and February 29, 2020, and the related consolidated statements of operations, convertible preferred stock and stockholders’ deficit, and cash flows for the years then ended, and the related notes included herein and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 15, 2021