CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 12: CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) a. Upon the closing of the Company’s IPO, Series A, B, C, D, D-1 and E of its convertible and redeemable convertible preferred stock automatically converted into 68,325,487 shares of common stock after giving effect to certain adjustments in connection with the 1-to-4.5 forward stock split (the “Stock Split”, see paragraph {d} “Stock Split” within this Note for further information). With respect to Series F redeemable convertible preferred stock, the mechanism of its conversion was determined using a price per share equal to 102% of the offering price of $10.00 per share. As a result, the Company issued 7,937,455 shares of common stock, after giving effect to the Stock Split. As of September 30, 2021, there were no shares of convertible and redeemable convertible preferred stock issued and outstanding. In connection with the IPO, the Company amended and restated its Certificate of Incorporation to change the authorized common stock to 1,000,000,000 shares of common stock, and 20,000,000 shares of preferred stock, all with a par value of $0.0001 per share. Composition of Preferred stock capital of $0.0001 as of December 31, 2020: December 31, 2020 Authorized Issued and outstanding Aggregate liquidation preference Number of shares Series A Preferred stock 1,043,778 1,043,778 $ 1,921 Series B Preferred stock 3,240,085 3,240,085 12,631 Series C Preferred stock 3,434,556 3,403,141 18,110 Series D Preferred stock 2,870,544 2,814,258 17,287 Series D-1 Preferred stock 714,286 714,286 4,354 Series E Preferred stock 4,042,693 3,940,885 40,000 Series F Preferred stock 1,666,667 1,666,667 93,043 Convertible and redeemable convertible Preferred stock 17,012,609 16,823,100 $ 187,346 On February 3, 2021, SVB Financial Group (“SVB”) converted a Warrant to Purchase Stock issued on February 3, 2011 (the “Series C Warrant”) into shares of the Company’s Series C Convertible Preferred Stock pursuant to the cashless conversion mechanism described in the Series C Warrant. The conversion was exercised for all 31,414 shares covered by the Series C Warrant and resulted in the net issuance of 27,011 shares of the Company’s Series C Convertible Preferred Stock. Pursuant to the terms of the Series C Warrant, the number of net shares issued was determined by dividing (a) the aggregate fair market value of the shares otherwise issuable upon exercise of the Series C Warrant minus the aggregate exercise price of such shares by (b) the fair market value of one share of the Company’s Series C Convertible Preferred Stock. b. Receivables on Account of Stock: In May 2015, the Company entered into loan agreements with certain of its executive employees for the purpose of exercising vested options to purchase the Company’s common stock (the “Employee Loan Agreements”). In February 2021, the Employee Loan Agreements were amended such that the loans would be automatically forgiven and deemed to have been repaid in full immediately prior to the public filing by the Company of a registration statement under the Securities Act of 1933, as amended. In March 2021, the loans were fully forgiven. Following the forgiveness of the loans, the Company recorded an expense for the nine months ended September 30, 2021, in the amount of $1,724 included in other operating expenses in the consolidated statement of operations. The amount includes the tax gross-up expense that was paid by the Company following the loan forgiveness. c. Equity Incentive Plans: Under the Company’s 2007 U.S. and Israeli Stock Option Plans, options to purchase common stock may be granted to officers, directors, employees, advisors, and consultants of the Company or its subsidiaries. In 2017, the Company adopted a new equity incentive plan, the “2017 Equity Incentive Plan”, and extended the term of the 2007 Israeli Stock Option Plan and the term of the options already granted thereunder for an additional ten-year period. Effective upon the effectiveness of the registration statement for the IPO, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”), pursuant to which it may grant cash and equity incentive awards to officers, directors, employees, advisors, and consultants of the Company. As of September 30, 2021, and December 31, 2020, an aggregate amount of 9,352,717 (after considering an additional 8,500,000 shares reserved following the adoption of the 2021 Plan) and 24,610 shares of common stock of the Company, respectively, were still available for future grants. In December 2020 the company granted to three of its officers, performance-based options at an exercise price of $13.34 per share. The options vest based on the achievement of specific share price targets such that 25% of the award will vest upon the fair market value of a share of common stock increasing fifty percent (50%) above the exercise price; an additional 25% of such award will vest upon the fair market value of a share increasing one-hundred percent (100%) above the exercise price; an additional 25% will vest upon the fair market value of a share increasing one-hundred and fifty percent (150%) above the exercise price; and the remaining 25% of the award will vest upon the fair market value increasing two-hundred percent (200%) above the exercise price. As of September 30, 2021, none of the vesting conditions have been met. A summary of the Company’s stock option activity with respect to options granted under the Equity Incentive Plans is as follows: Number of Options Weighted Average exercise price Weighted remaining contractual term (years) Aggregate Outstanding as of December 31, 2020 31,981,404 $ 3.86 7.72 $ 100,495 Granted - - Exercised (527,437 ) 1.26 4,764 Forfeited (828,038 ) 3.12 Outstanding as of September 30, 2021 (unaudited) 30,625,929 $ 3.92 7.00 $ 195,001 Exercisable options as of September 30, 2021 (unaudited) 17,068,716 $ 1.38 5.39 $ 152,115 The stock-based compensation expense by line item in the accompanying consolidated statement of operations is summarized as follows: Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 (unaudited) Cost of revenues $ 168 $ 63 $ 635 $ 208 Research and development 528 256 2,252 681 Sales and marketing 438 341 1,641 788 General and administrative 2,602 373 8,382 1,152 Total expenses $ 3,736 $ 1,033 $ 12,910 $ 2,829 As of September 30, 2021, there were $39,026 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Plans. These costs are expected to be recognized over a weighted-average period of approximately three years. d. Stock Split: In March 2021, the Company’s board of directors and the stockholders of the Company approved a four and a half (4.5)-for-one forward stock split of the Company’s common stock, which became effective on March 19, 2021. The par value of each class of capital stock was not adjusted as a result of this forward stock split. All common stock, convertible and redeemable convertible preferred stock, stock options, warrants, and per share information presented within these consolidated financial statements have been adjusted to reflect this forward stock split on a retroactive basis for all periods presented. |