Convertible Notes | Convertible Notes In April 2020, the Company entered into Convertible Note Purchase Agreement (“Agreement”) for the sale of up to $15,000,000 of convertible promissory notes with 6% interest rate (“Convertible Notes”). The Agreement specified an initial closing date of April 23, 2020 and allowed additional closings within 90 days of the initial closing. The Convertible Notes were scheduled to mature on April 23, 2021. During the three and nine months ended September 30, 2020, the Company issued convertible notes with a principal amount of $4,380,000 and $10,918,286, respectively. The terms of the Convertible Notes require a mandatory conversion upon certain qualified financing events (“Mandatory Conversion”) and allowed for conversion at the option of the holder upon certain non-qualified financing events (“Optional Conversion 1”). Upon Mandatory Conversion and Optional Conversion 1, the outstanding principal amount and all accrued and unpaid interest would automatically convert into the Company’s preferred stock of the same series issued in such equity financing and will be equal to the number of preferred stock obtained by dividing (a) all principal and accrued but unpaid interest under such Convertible Note by (b) the price per share paid by the other purchasers of the preferred stock sold in such equity financing multiplied by 80%. If the Mandatory Conversion and Optional Conversion 1 did not occur by the maturity date, the outstanding principal amount plus all accrued and unpaid interest would be converted at the option of the holder into Company’s common stock at the price per share obtained by dividing $85 million by the Company’s fully-diluted capitalization (“Optional Conversion 2”). If the Company (i) consummates a change in control or (ii) the Company’s common stock becomes publicly listed on a stock exchange, the outstanding principal amount plus all accrued and unpaid interest would automatically convert into shares of the Company’s most senior series of capital stock outstanding at the time of such change in control or public listing, at a price equal to the lower of (a) 90% of the price per share paid by the purchasers of such stock in such a transaction and (b) the price per share obtained by dividing $125 million by the Company’s fully-diluted capitalization (“Change in Control”). The Agreement was amended in July 2020 to increase the aggregate principal amount to $50,000,000 convertible notes and to allow for additional closings within 150 days of the initial closing date. The Agreement was amended in September 2020 to allow for additional closings within 190 days of the initial closing date. In addition, the provisions of Mandatory Conversion and Optional Conversion 1 were amended to allow for conversion upon an equity financing at a price equal to the lower of (a) 80% of the price per share paid by the purchasers of such stock in such a transaction and (b) the price per share obtained by dividing $125,000,000 by the Company’s fully-diluted capitalization. The Company evaluated the amendments and concluded that the amendments represented a debt modification. In October 2020, the Agreement was further amended to allow additional closings through December 31, 2020, and in January 2021 it was amended again to allow closings through January 31, 2021. In January 2021, the Company issued convertible notes with a principal amount of $9,031,480. The Company evaluated the Convertible Notes and determined that the Mandatory Conversion feature, Optional Conversion 1 feature and Change in Control meet the definition of an embedded derivative liability that is required to be bifurcated from the host instrument and measured at fair value. The fair value of the derivative liability for the convertible notes issued in January 2021 was $722,518 and $803,908 and $879,492 for the convertible notes issued during the three and nine months ended September 30, 2020, respectively. The Company recognized debt issuance costs of $256,212 and a debt discount of $1,982,594 from of the initial value of the derivative liability on Convertible Notes outstanding during the nine months ended September 30, 2021. No amounts were recognized during the three months ended September 30, 2021 as no Convertible Notes were outstanding during the period. The Company recognized debt issuance costs of $93,998 and a debt discount of $185,976, comprising the additional value of the derivative liability discount of $185,976 and the beneficial conversion feature of $0 on Convertible Notes outstanding during the three months ended September 30, 2020. The Company recognized debt issuance costs of $183,892 and a debt discount of $1,547,880, comprising the total value of the derivative liability discount of $482,248 and the beneficial conversion feature of $1,065,632 on Convertible Notes outstanding during the nine months ended September 30, 2020. The debt issuance costs and debt discount are amortized over the term of the Convertible Notes using the effective interest method. Amortization expense for the three and nine months ended September 30, 2021 was $0 and $613,770, respectively. Amortization expense for the three and nine months ended September 30, 2020 was $414,622 and $555,450, respectively. The debt issuance costs and debt discount amortization expense is included in interest expense in the accompanying statements of operations. The interest expense at 6% of the Convertible Notes’ principal amount for the three and nine months ended September 30, 2021 was $0 and $217,593, respectively. The interest expense at 6% of the Convertible Notes’ principal amount for the three and nine months ended September 30, 2020 was $140,818 and $183,182, respectively. The effective interest rate during the three and nine months ended September 30, 2021 and 2020 was 25% and 27% respectively. The unamortized debt issuance costs and debt discount on the Convertible Notes as of September 30, 2020 were $134,238 and $1,042,090, respectively and as of December 31, 2020, were $116,636 and $2,383,986, respectively. The Company completed an IPO on February 11, 2021, which triggered the mandatory conversion of all the outstanding Convertible Notes plus accrued interest into 3,669,010 shares of common stock (Note 10). Upon conversion of the Convertible Notes, the outstanding Convertible notes principal plus accrued interest thereon, net of unamortized debt discounts totaling $30,252,056 was reclassified to stockholders’ equity (deficit). |