Get a securities lawyer, sue and then lob a bunch of state and federal complaints against any lawyers or bankers involved. Cancelling stock outside liquidation is bonkers.
Edited to Add:
Yeah, the above seems right. This seems like standard fare. See the below FAQ from https://philzcoffee.com/stakeholderfaqs:
How many employees who invested in your company lost their money and/or stock options as a result of this transaction?
A total of 10 former employees who chose to invest in Philz Coffee by buying common stock years ago at much higher prices than the current price of the shares will unfortunately lose the value of that stock. There are no other Philz Coffee common stockholders or broader group of Philz common stockholders who were affected by the transaction and no current employees are Philz common stockholders who were affected by the transaction. Additionally, out of our approximately 1,500 current employees, 47 were granted stock options (the right to buy stock at a certain price in the future) in 2022 and earlier that are not exercisable based on the current price of the shares. Unfortunately, those options will expire per their original terms, but since the employees did not buy stock, they did not lose any money.
We really need to see arrangements where the ultimately small pool of employee equity is above the liquidation preference of any investors. The transparency around such preferences is quite suspect.
That press release [1] is damning:
“A total of 10 former employees who chose to invest in Philz Coffee by buying common stock years ago at much higher prices than the current price of the shares will unfortunately lose the value of that stock.”
They’ve conceded there was a “current price of the shares.” That one sentence should be the beginning and end of the claim. (They should have said the shares are worthless. They didn’t.)
They're solely relying upon the fact the employees with common stocks won't sue. To recoup your $100k claim against the equity might take $1M in legal fees.
People often take lower pay in a startup to get equity, but because it's "common" it can be zero'd out to nothing. On the premium shares matter.
Without exception, every startup my friends and I have worked at that got acquired dissolved the common stock and made the options worthless.
And subsequent: Philz Coffee sold to private equity firm Freeman Spogli for $145M
