Annual report pursuant to Section 13 and 15(d)

Common Stock and Convertible Preferred Stock

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Common Stock and Convertible Preferred Stock
 12 Months Ended
Jan. 01, 2023
Stockholders' Equity Note [Abstract]  
Common Stock and Convertible Preferred Stock Common Stock and Convertible Preferred Stock
Common Stock
As of January 1, 2023 and January 2, 2022, the Company had authorized 1,000,000,000 shares of common stock, par value $0.0001 and issued and outstanding of 157,461,802 and 152,272,287, respectively. Each holder of a share of common stock is entitled to one vote for each share held and is entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to preferential rights of holders of other classes of stock outstanding. Such dividends shall be payable only when, as and if declared by the board of directors and shall be non-cumulative.
Convertible Preferred Stock
As of January 1, 2023 and January 2, 2022, the Company had authorized 10,000,000 shares of convertible preferred stock, par value $0.0001 and there was no share issued and outstanding for both periods.
Legacy Enovix Convertible Preferred Stock
Prior to the Business Combination, Legacy Enovix had designated eight outstanding series of convertible preferred stock (“Series A”, “Series B”, “Series C”, “Series D”, “Series E”, “Series E-2”, “Series F”, and “Series P-2”, collectively the “convertible preferred stock”). The following table shows details related to Legacy Enovix's convertible preferred shares, as of December 31, 2020, prior to the Business Combination.
Series Authorized Issued and
Outstanding		 Carrying
Value		 Aggregate
Liquidation
Preference
Series A 705,000  705,000  $ 226  $ 235 
Series B 66,300  66,300  50  50 
Series C 181,844  —  —  — 
Series D 58,016,741  47,855,805  84,927  85,100 
Series E 4,862,376  4,862,376  4,783  4,862 
Series E-2 18,035,000  18,035,000  17,063  18,035 
Series F 82,233,867  82,233,867  22,872  23,437 
Series P-2 170,612,076  170,612,076  72,135  73,653 
Total Legacy Enovix convertible preferred stock 334,713,204  324,370,424  $ 202,056  $ 205,372 
Upon the closing of the Business Combination, the holders of Legacy Enovix’s Series F convertible preferred stock received an additional 119,728,123 shares of Legacy Enovix Series F convertible preferred stock pursuant to the automatic conversion provision of Legacy Enovix’s certificate of incorporation, as amended and as in effect at the closing. The net effect of these additional shares had no impact to the additional paid in capital as part of the Business Combination. Immediately prior to the closing of the Business Combination, all outstanding Legacy Enovix’s convertible preferred stock was converted into Legacy Enovix common stock and recapitalized into Common Stock using the applicable Exchange Ratio at close. As of January 1, 2023 and January 2, 2022, there was no convertible preferred stock outstanding.
For the year ended December 31, 2020, the Company issued 151,610,261 shares of Legacy Enovix Series P-2 convertible preferred stock for cash at a purchase price of $0.43 per share. The Series P-2 issuance resulted in $63.9 million cash proceeds, net of $1.5 million of issuance costs. In conjunction with the Series P-2 issuance, the convertible promissory notes converted to 19,001,815 shares of Series P-2. See Note 9 “Debt” for additional information.
The conversion, liquidation preference, dividend, voting terms of the convertible preferred stock Series A, Series B, Series C, Series D, Series E, Series E-2, Series F, and Series P-2, as of December 31, 2020 are discussed below.
Conversion
Any shares of convertible preferred stock may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of common stock. The number of shares of common stock to which a holder of convertible preferred stock shall be entitled upon conversion shall be the product obtained by multiplying the Series Preferred Conversion Rate (defined below) then in effect for such series by the number of shares of Series Preferred being converted.
The conversion rate in effect at any time for conversion of any series of Series Preferred (the “Series Preferred Conversion Rate”) shall be the quotient obtained by dividing the original issue price of such series of convertible preferred stock by the applicable Series Preferred Conversion Price (define below).
The Series Preferred Conversion Price for Series A initially was $0.3333, Series B initially was $0.7541, Series C was $1.0829, Series D was $1.6411, Series E was $1.00, Series E-2 was $1.00, Series F was $0.2850, and Series P-2 was $0.4317.
Dividends
Holders of convertible preferred stock, in preference to the holders of the common stock, shall be entitled to receive, when, as and if declared by the board of directors, but only out of funds that are legally available therefor, cash dividends at the rate of 8% of the original series share issue price per annum on each outstanding share of convertible preferred stock, respectively. Such dividends shall be payable only when, as and if declared by the board of directors and shall be non-cumulative. As of January 1, 2023 and January 2, 2022, the Company did not declare any dividends.