SHAREHOLDERS' DEFICIT AND MEZZANINE EQUITY | NOTE 8 — CAPITAL STOCK Convertible Preferred Stock Immediately prior to the IPO, the Company had the following outstanding convertible preferred stock: Aggregate Shares Shares Liquidation Authorized Outstanding Preference Convertible Preferred Stock - Series C 6,100,000 3,671,554 $ 27,536,655 Convertible Preferred Stock - Series B-2 2,500,000 2,095,874 15,719,055 Convertible Preferred Stock - Series B 4,000,000 3,218,282 24,137,115 Convertible Preferred Stock - Series A 3,300,000 3,000,380 7,500,950 15,900,000 11,986,090 $ 74,893,775 Upon the closing of the IPO, all shares of convertible preferred stock then outstanding were automatically converted into an aggregate of 12,139,071 shares of common stock, resulting in the reclassification of the related convertible preferred stock into $121 of common stock and $73.7 million into additional paid-in capital. As of September 30, 2021, there were no shares of convertible preferred stock outstanding. Common Stock All of the shares sold by the Company in the IPO were common stock. The Company is authorized to issue 190,000,000 shares of common stock, with a par value of $0.00001. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of common shareholders, as provided in the Post-IPO Certificate. Subject to preferences that may be applicable to any outstanding preferred shares, each share of common stock is entitled to share pro rata in any distributions. In any distribution of capital assets, holders of common stock are entitled to receive pro rata the assets remaining after payment of liabilities and liquidation preferences on any outstanding preferred stock. In 2020, the Company issued 64,000 and 1,000 shares of common stock in connection with the exercise of stock option agreements at exercise prices of $0.10 and $1.25 per share, respectively. The Company also issued 45,000 shares of common stock in connection with the exercise of stock warrant agreements at an exercise price of $1.25 per share. In 2019, the Company issued 50,000 shares of common stock in connection with the exercise of stock option agreements at exercise price of $1.25 per share. At December 31, 2020, there were 2,185,822 shares of common stock issued and outstanding outstanding Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.00001, as provided in the Post-IPO Certificate. As of September 30, 2021, there were no shares of preferred stock issued and outstanding The Company previously classified its Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-2 Convertible Preferred Stock, and Series C Convertible Preferred Stock as mezzanine equity due to their liquidation provisions under a change in control. Series C Convertible Preferred Stock In May 2021, the Company entered into two stock purchase agreements under which it sold an aggregate of 2,666,667 shares of Series C Preferred Stock at $7.50 per share for gross proceeds of $20,000,003. In June 2021, the $6,000,000 Note issue by the Company in March 2020 (See Note 7) and all accrued interest was converted into 956,887 shares of Series C Preferred Stock. On the same date, the Warrant issued in connection with the Note was converted into 48,000 shares of Series C Preferred Stock via a cashless exercise. The Series C Preferred Stock converted into common stock at a 20% discount to the price to the public in the IPO. As of September 30, 2021, all 3,671,554 shares of the Series C Preferred Stock had been converted into common stock and none remained outstanding. Stock Options In February 2010, the Company adopted a stock option plan (the “2010 Plan”) which authorized options to acquire 375,000 shares of the Company’s common stock. On June 20, 2011, the number of shares authorized to be issued as options under the 2010 Plan was increased to 600,000. On September 30, 2013, the number of shares authorized to be issued as options under the 2010 Plan was increased to 1,300,000. On March 1, 2014, the number of shares authorized to be issued as options under the 2010 Plan was increased to 1,700,000. On July 31, 2015, the number of shares authorized to be issued as options under the 2010 Plan was increased to 2,500,000 shares. On August 12, 2016, the number of shares authorized to be issued as options under the 2010 Plan was increased to 3,250,000 shares. On December 13, 2017, the number of shares authorized to be issued as options under the 2010 Plan was increased to 3,850,000 shares. At September 30, 2021, there were 2,876,305 options outstanding under the 2010 Plan and 0 options available for grant. At December 31, 2020, there were 3,287,230 options outstanding under the 2010 Plan and 0 options available for grant. The Company ceased making awards under the 2010 Plan upon approval of the 2019 Plan. In July 2019, the Company adopted a stock option plan (the “2019 Plan”) which authorized options to acquire 1,000,000 shares of the Company’s common stock. At September 30, 2021, there were 377,000 options outstanding under the 2019 Plan and 0 options available for grant. At December 31, 2020, there were 481,500 options outstanding under the 2019 Plan and 518,500 options available for grant. The Company ceased making awards under the 2019 Plan upon stockholder approval of the 2021 Plan. On May 20, 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of stock options, restricted stock units and other awards to employees, directors and consultants of the Company. The number of shares of common stock that may be the subject of awards issued under the 2021 plan is 1,000,000. In addition, shares of common stock that would have otherwise been available under our 2019 Plan will increase the number of shares of common stock available for issuance under our 2021 plan. Shares of common stock subject to outstanding awards under the 2019 Plan that would otherwise return to the share reserve of the 2019 plan upon expiration, forfeiture, retention by the Company to satisfy any exercise price or any tax withholding, repurchase by the Company at their original purchase price, or settlement in cash of awards outstanding under the 2019 Plan may be added to the number of shares of common stock available for issuance under the 2021 Plan. The number of shares of common stock reserved for issuance under our 2021 Plan will automatically increase on the first day of each year, beginning on January 1, 2022, in amount equal to the lesser of (a) 4.5% of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year, (b) 600,000 shares of common stock, or (c) such lesser number of shares as determined by the Board. At September 30, 2021, there were 244,831 awards outstanding and 1,323,169 awards available for grant under our 2021 Plan. The following is a summary of options to purchase common stock during the nine months ended September 30 (unaudited): Nine months ended September 30, 2021 Weighted Average Exercise Shares Price Options outstanding at beginning of the period 3,768,730 $ 3.15 Granted 215,500 $ 9.99 Exercised (381,866) $ 2.10 Canceled or expired (137,559) $ 3.01 Options outstanding at end of the period 3,464,805 $ 3.70 Options Exercisable 3,075,006 $ 3.29 The weighted average fair value of options granted for the nine months ended September 30, 2021 and 2020 was $4.33 and $0.94 per share, respectively. As of September 30, 2021, there were 3,464,805 common stock options outstanding with a weighted average remaining contractual life of 4.73 years. . As of September 30, 2021, there were 3,075,006 common stock options exercisable with a weighted average remaining contractual life of 4.19 years. The intrinsic value of the outstanding options as of September 30, 2021 and December 31, 2020 was $11,962,604 and $1,906,200, respectively. The intrinsic value of the exercisable options as of September 30, 2021 and December 31, 2020 was $11,342,114 and $1,906,200, respectively. The intrinsic value of options exercised was $1,418,173 and $1,915,060 for the three and nine months ended September 30, 2021, respectively. The Company recognized $167,469 and $157,398 of stock-based compensation related to option grants during the three months ended September 30, 2021 and 2020, respectively, and $450,300 and $472,194 of stock-based compensation related to option grants during the nine months ended September 30, 2021 and 2020, respectively. As of December 31, 2020, there was $562,456 of unrecognized compensation costs related to stock option grants of which $280,269, $182,465, $61,890 and $37,832 is expected to be recognized during the years ending December 31, 2021, 2022, 2023 and 2024, respectively. As of September 30, 2021, there was $1,106,705 of unrecognized compensation costs related to stock option grants of which $98,154, $391,038, $274,705, $255,880 and $86,929 is expected to be recognized during the years ending December 31, 2021, 2022, 2023, 2024, and 2025 respectively. The Company issues new common shares for options exercised. Black-Scholes Assumptions The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option grants with the following weighted average assumptions: Nine months ended September 30, 2021 2020 (unaudited) (unaudited) Expected life in years 5.99 5.95 Risk-free interest rate 1.16 % 0.67 % Expected dividend yield — — Expected volatility 44.30 % 35.00 % Restricted Stock Units During the nine months ended September 30, 2021, the Company granted directors restricted stock unit (“RSU”) awards totaling 33,331 shares of common stock under the 2021 Plan in accordance with the Company’s non-employee director compensation policy. Each RSU is eligible to vest over time and settle into one newly issued share of Company common stock. The weighted average fair value of $9.00 per unit was calculated based upon the IPO stock price. As of September 30, 2021, there was $250,000 of unrecognized compensation costs related to restricted stock units of which $50,000, $125,000, $50,000 and $25,000 is expected to be recognized during the years ending December 31, 2021, 2022, 2023 and 2024 respectively. 2021 Employee Stock Purchase Plan On May 20, 2021, the Company’s stockholders adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which became effective in connection with the Company’s IPO. The 2021 ESPP allows eligible employees to purchase shares of the Company’s common stock in an offering on each purchase date no less than 85% of the lower of (i) the closing market price per share of common stock on the first day of the applicable purchase period or (ii) the closing market price per share of common stock on the purchase date at the end of the applicable six-month purchase period. No participant will have the right to purchase shares in an amount that has a fair value of more than $25,000 determined as of the first day of the applicable purchase period, for each calendar year, nor purchase more than 5,000 shares of common stock on any one purchase date. There were 300,000 shares of common stock initially reserved for issuance under the 2021 ESPP. In addition the 2021 ESPP contains a provision which provides for an automatic annual share increase on January 1 of each year, in an amount equal to the lesser of (i) 1% of the total number of shares outstanding as of December 31 of the immediately preceding calendar year, (ii) 200,000 shares or (iii) such number of shares as determined by the Board. The Company accounts for employee stock purchases made under its 2021 ESPP using the estimated grant date fair value of accounting in accordance with ASC 718, Stock Compensation There were no shares issued under the 2021 ESPP during the three and nine months ended September 30, 2021. Stock Warrants Information with respect to warrants is summarized as follows: Series A Preferred warrants Common warrants Warrants outstanding December 31, 2018 40,000 732,082 Granted — 20,587 Exercised — — Terminated — — Warrants outstanding December 31, 2019 40,000 752,669 Granted — — Exercised — (45,000) Terminated (40,000) — Warrants outstanding December 31, 2020 — 707,669 Granted — 276,000 Exercised — (32,790) Terminated — — Warrants outstanding September 30, 2021 (unaudited) — 950,879 Weighted average exercise price: September 30, 2021 (unaudited) $ — $ 4.53 December 31, 2020 — 2.34 December 31, 2019 2.88 2.27 Weighted average remaining contractual life in years: September 30, 2021 (unaudited) — 2.56 December 31, 2020 — 2.32 December 31, 2019 0.83 3.23 |