Convertible Preferred Stock, Stockholders’ Equity (Deficit) and Equity Incentive Plan | Note 8. Convertible Preferred Stock, Stockholders’ Equity (Deficit) and Equity Incentive Plan Preferred Stock In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share. The Company’s board of directors is authorized to designate the rights, preferences, privileges and restrictions of the preferred stock from time to time. Convertible Preferred Stock Upon the closing of the IPO in February 2021, all 21,683,548 shares of the Company's outstanding Class A-1 and Class A-2 convertible preferred stock and 5,543,918 shares of Class B and Class B-1 redeemable convertible preferred stock were automatically converted into an aggregate of 27,227,466 Common Stock The amended and restated certificate of incorporation authorized the issuance of 500,000,000 shares of common stock, $0.0001 par value per share. Holders of common stock are entitled to one vote per share. Equity Incentive Plan In February 2021 in connection with the IPO, the Company adopted the 2021 Equity Incentive Plan (2021 Plan), which serves as a successor to and continuation of the 2014 Plan and 2000 Plan, collectively the “Predecessor Plans.” All shares that remained available for issuance under the Predecessor Plans as of the closing of the IPO, or that may expire or be canceled or forfeited following the closing of the IPO, become available for future issuance under the 2021 Plan. Under the 2021 Plan, the Company may grant up to 8,282,313 shares of common stock which includes . In addition, the number of shares reserved for issuance under the 2021 Plan cumulatively increases on January 1, 2022 and on each subsequent January 1 through and including January 1, 2031, by the lesser of (a) 5% of the number of shares of stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Company’s board of directors. The 2021 Plan provides for the grant of stock o The plan administrator determines the term of stock options granted under the 2021 Plan, up to a maximum of Grant Activities Stock Options A summary of stock option activity under the Company’s equity incentive plans and related information is as follows : Options Outstanding Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2020 11,947,731 $ 4.85 Granted 481,403 50.12 Exercised (766,072 ) 2.34 37,279 Cancelled and forfeited (202,556 ) 17.86 Balance as of June 30, 2021 11,460,506 $ 6.69 7.0 $ 335,859 Vested and exercisable 6,317,999 $ 2.62 5.3 $ 207,698 Restricted Stock Units (RSUs) A summary of RSU activity under the Company’s equity incentive plans and related information is as follows: RSUs Outstanding Number of Shares Weighted-Average Grant Date Fair Value Unvested balance as of December 31, 2020 — $ — Granted 455,350 37.36 Cancelled and forfeited (26,800 ) 74.50 Unvested balance as of June 30, 2021 428,550 $ 35.03 Restricted Stock Unit with Performance Conditions In June 2014, the Company’s board of directors approved the issuance of 187,500 restricted stock units to an executive officer with a grant date fair value of $0.5 million. No monetary payment was required as a condition to receiving the shares of stock. The award provided that the restricted stock units would vest upon the satisfaction of the following two conditions occurring before June 17, 2021: (i) satisfaction of a service condition of one year and (ii) the occurrence of a liquidity event defined as a change of control or an IPO. The grant date fair value of the awards was not recognized as compensation expense until the performance criteria was probable. Upon the consummation of the Company’s IPO in February 2021, these restricted stock units fully vested and the related stock-based compensation expense of $0.5 million was fully recognized. In accordance with the terms of the grant agreement, these restricted stock units will be settled after the expiration of the lock-up period in the fourth quarter of 2021. Employee Stock Purchase Plan In January 2021, the Company’s board of directors adopted the 2021 Employee Stock Purchase Plan (ESPP), which became effective in connection with the Company’s IPO. A total of shares of common stock were initially reserved for issuance under the ESPP. The number of shares reserved for issuance cumulatively increases automatically on January 1, 2022 and on each subsequent January 1, through and including January 1, 2031, by the lesser of (a) 1% of the number of shares of stock issued and outstanding on the immediately preceding December 31, (b) 1,300,000 shares, or (c) an amount determined by the Company’s board of directors . All eligible employees may participate in the ESPP and may contribute up to 20 % of their earnings (as defined in the ESPP) for the purchase of the Company’s common stock under the ESPP. Unless otherwise determined by the Company’s board of directors, common stock will be purchased for the accounts of employees participating in the ESPP at a price per share equal to the lesser of (1) 85 % of the fair market value of a share of the Company’s common stock on the first date of an offering or (2) 85 % of the fair market value of a share of the Company’s common stock on the date of purchase. Offering periods generally start on the first trading day on or after May 16 and November 16 of each year, except for the first offering period, which commenced on the effective date of the Company’s IPO and will end on November 15, 2021. As of June 30, 2021, no shares of common stock have been purchased under the ESPP. Fair Value Determination The Black-Scholes assumptions used to value the employee options and the ESPP purchase right at the grant dates are as follows: Employee Stock Options Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Expected term 5.92 years - 6.03 years 6.25 years 5.92 years - 6.07 years 6.25 years Expected volatility 54.82% - 54.98% 41.60% 53.82% - 54.98% 41.60% Risk-free interest rate 0.94% - 0.96% 0.42% - 0.46% 0.62% - 0.96% 0.42% - 1.70% Dividend yield — % — % — % — % ESPP Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Expected term 0.38 years 0.38 years - 0.63 years Expected volatility 60.0 % 60.0% - 61.0% Risk-free interest rate 0.06 % 0.06% Dividend yield — % — % These assumptions and estimates were determined as follows: • Fair Value of Common Stock. Prior to the Company’s IPO, the fair value was determined by the Company’s board of directors, with input from management and valuation reports prepared by third-party valuation specialists. Stock-based compensation for financial reporting purposes is measured based on updated estimates of fair value when appropriate, such as when additional relevant information related to the estimate becomes available in a valuation report issued as of a subsequent date. For valuations after the consummation of the Company’s IPO, the fair value of each share of underlying common stock is based on the closing price of the Company’s common stock as reported on the date of the grant on the New York Stock Exchange. • Risk-Free Interest Rate . The risk-free interest rate for the expected term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. • Expected Term . The expected term of options represents the period of time that options are expected to be outstanding. The Company’s historical stock option exercise experience does not provide a reasonable basis upon which to estimate an expected term due to a lack of sufficient data. For stock options granted to employees, the Company estimates the expected term by using the simplified method. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. For stock options granted to non-employees, the expected term equals the contractual term of the option. With respect to the ESPP, the expected term is the length of purchase period. • Expected Volatility. As the Company has a short trading history for its common stock, the expected volatility is estimated by taking the average historic price volatility for industry peers, consisting of several public companies in its industry that are similar in size, stage of life cycle, or financial leverage, over a period equivalent to the expected term of the awards. • Expected Dividend Yield. The Company has not declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used. Stock-Based Compensation Effective January 1, 2021, the Company elected to account for forfeited awards as they occur. The stock-based compensation expense by line item in the accompanying condensed consolidated statements of operations is summarized as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue Subscription and other platform $ 346 $ 24 $ 583 $ 47 Professional services 77 5 139 9 Total cost of revenue 423 29 722 56 Sales and marketing 1,571 147 3,263 288 Research and development 862 62 1,644 119 General and administrative 2,114 192 4,335 370 Total stock-based compensation expense $ 4,970 $ 430 $ 9,964 $ 833 As of June 30, 2021, unrecognized stock-based compensation expense by award type and their weighted-average recognition periods are as follows (in thousands, except years): Stock Option RSU ESPP Unrecognized stock-based compensation expense $ 58,652 $ 14,566 $ 402 Weighted-average amortization period 3.35 years 3.68 years 0.38 years |