Stockholders' Equity | 9. Stockholders’ Equity Convertible Preferred Stock Under the Company’s Amended and Restated Certificate of Incorporation in effect immediately before completion of the IPO, the Company was authorized to issue up to 6,687,500 shares of Series A convertible preferred stock (the “Preferred Shares”), with 6,687,475 shares issued and outstanding as of December 31, 2020. Immediately before the completion of the IPO, all outstanding Preferred Shares were converted into shares of the Company’s common stock. Accordingly, no Preferred Shares were outstanding as of September 30, 2021. Dividends —Dividends on the Preferred Shares accrued at the rate of 8% per annum on the original issue price and holders of the Preferred Shares had general preference rights with respect to dividends and distributions to holders of Common Stock. Accrued dividends were payable in cash or, at the election of the Company’s Board of Directors, paid in kind by issuing Class A Common Stock at the then per share value as determined by an independent appraiser. Upon the closing of the IPO in April 2021, the Company issued 158,447 shares of Class A Common Stock to settle accrued and unpaid Preferred Shares dividend of $2.5 million on the Preferred Shares. At December 31, 2020, the Company had accrued and unpaid Preferred Shares dividend of $2.3 million on the Preferred Shares. Voting Rights —Holders of the Preferred Shares were entitled to vote with holders of Class A Common Stock equal to the number of shares of Class A Common Stock into which the Preferred Shares were convertible. Conversion — Before the Preferred Shares conversion into the Company’s common stock in connection with the IPO, the terms applicable to each Preferred Share provided that it was convertible, at the option of the holder at any time after the date of issuance and upon a deemed liquidation event, as defined in the Certificate of Incorporation, into the number of fully paid and non-assessable shares of Class A Common Stock as determined by dividing the original issue price per share of the Preferred Shares by the conversion price per share in effect at the time of conversion. The original conversion price per Preferred Share was the original issue price, and was subject to adjustment, as described in the Company’s Amended and Restated Certificate of Incorporation in effect at the time the Preferred Shares were originally issued. In addition, upon conversion, the Company was required to pay all accrued and unpaid dividends on such converted Preferred Shares (i) in cash, or (ii) upon the election of the Company’s Board of Directors or the holders of Preferred Shares to receive payment of the dividends in kind, by issuing the holder additional shares of Class A Common Stock equal to the quotient of the accrued and unpaid dividends on the Preferred Shares with respect to the converted shares, divided by the most recent per share value, as determined by an independent appraiser. The Amended and Restated Certificate of Incorporation in effect immediately before the Company’s IPO incorporated a provision whereby any accrued but unpaid dividends on the Preferred Shares automatically converted into common stock upon the Company’s initial public offering, with April 16, 2021 being the date used for the purpose of calculating such accrued and unpaid dividends. Common Stock On April 27, 2021, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and its Amended and Restated Bylaws became effective in connection with the closing of the Company’s IPO. The Amended and Restated Certificate of Incorporation authorized 300,000,000 shares of common stock, deleted all references to the various series of preferred stock that were previously authorized and created 5,000,000 shares of undesignated preferred stock with terms to be set by the Board of Directors. The Amended and Restated Certificate of Incorporation in effect immediately before the Company’s IPO authorized the Company to issue up to 50,000,000 Class A Common Stock voting shares (which was adjusted to 66,875,000 shares with the Forward Stock Split) and 1,000,000 Class B Common Stock non-voting shares. Shares Reserved for Future Issuance As of September 30, 2021 and December 31, 2020, the Company had reserved shares of common stock for future issuances as follows: September 30, December 31, 2021 2020 Series A convertible preferred stock outstanding — 6,687,475 Warrants to purchase Class A common stock — 713,330 Common stock options and restricted stock awards issued and outstanding 8,860,215 8,081,828 Estimated preferred share conversion for dividends in kind — 334,316 Common stock available for future issuances 238,366,816 — Class A common stock available for future issuances — 13,691,186 Class B common stock available for future issuances — 1,000,000 Total 247,227,031 30,508,135 Stock Option Plan 2021 Incentive Award Plan In April 2021, the Company’s Board of Directors and stockholders approved the 2021 Incentive Award Plan (“2021 Plan”). The Company has initially reserved 5,046,278 shares of common stock for issuance pursuant to a variety of share-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock-based awards. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2021 Plan will be increased by (i) the number of shares represented by awards outstanding under the Company’s 2014 Stock Plan (“2014 Plan”) that become available for issuance under the terms of the 2021 Plan and (ii) an annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the lesser of (i) 5.0% of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of stock as determined by our board of directors; provided, however, that no more than 37,847,090 shares of stock may be issued upon the exercise of incentive stock options. At September 30, 2021, 3,813,710 shares of Common Stock remain available for issuance as awards under the 2021 Plan, which awards may include incentive stock options, non-statutory stock options, or stock purchase rights. Under the 2014 Plan, the Company was authorized to issue stock purchase rights and to grant options to purchase Class A Common Stock to employees, directors and consultants. Stock options under the 2014 Plan have a term of no more than ten years from the date of grant and vest in equal installments over a maximum of five years. No other awards can be granted under the 2014 Plan. 1,293,589 shares of Common Stock reserved for awards under the 2014 Stock Plan were canceled at the time of adoption of the 2021 Stock Plan and are no longer reserved for issuance of awards. Activity under the Stock Plans is set forth below: Outstanding Options Number of Shares Weighted- Average Remaining Contractual Term (in Years) Weighted- Average Exercise Price Balance, December 31, 2020 8,081,828 6.86 $ 1.82 Options granted 1,787,761 $ 17.01 Options exercised (979,616 ) $ 0.85 Options canceled (48,782 ) $ 4.71 Balance, September 30, 2021 8,841,191 6.98 $ 4.98 Options vested and expected to vest at September 30, 2021 8,257,977 6.86 $ 4.66 Options vested and exercisable at September 30, 2021 4,900,066 5.62 $ 1.36 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money as of period end. Aggregate intrinsic values of options outstanding, options vested and expected to vest and options exercisable were $194.0 million, $183.6 million and $125.1 million as of September 30, 2021, respectively. Restricted Stock Awards In June 2021, the Company granted restricted stock awards (“RSA”). During the three months ended September 30, 2021 and 2020, the Company did not grant any RSAs, and during the nine months ended September 30, 2021 and 2020, the Company granted 24,890 RSAs and 0 RSAs, respectively. The Company had 19,024 RSAs and 0 RSAs outstanding as of September 30, 2021 and December 31, 2020, respectively. The weighted average grant-date fair value per share of RSAs outstanding as of September 30, 2021 and December 31, 2020 was $35.46 and $0, respectively. Employee Share Purchase Plan In April 2021, the Company’s Board of Directors and stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”). The Company has initially reserved 504,627 shares of common stock for purchase under the ESPP. Each offering to the employees to purchase stock under the ESPP will begin on a date to be determined by the Company’s Compensation Committee and will end no later than six months thereafter. On each purchase date, which falls on the last date of each offering period, ESPP participants will purchase shares of common stock at a price per share equal to 85% of the lesser of (1) the fair market value per share of the common stock on the offering date or (2) the fair market value of the common stock on the purchase date. The occurrence and duration of offering periods under the ESPP are subject to the determinations of the Company’s Compensation Committee, in its sole discretion. The Company has not yet commenced any enrollment periods under the ESPP. Share-Based Compensation During the three months ended September 30, 2021 and 2020, the Company granted stock options to employees to purchase an aggregate of 415,125 and 280,000 shares, respectively, of the Company’s common stock. During the nine months ended September 30, 2021 and 2020, the Company granted stock options to employees to purchase an aggregate of 1,787,761 and 659,725 shares, respectively. The weighted-average grant date fair value of the employee stock options granted during the three months ended September 30, 2021 and 2020 were $10.47 and $3.20 per share, respectively. The weighted-average grant date fair value of the employee stock options granted during the nine months ended September 30, 2021 and 2020 were $6.90 and $2.90 per share, respectively. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options at the grant dates with the following weighted-average assumptions for options granted during the three months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected term (in years) 6.3 3.3 4.7 3.0 Expected volatility 36.29% 49.10% 42.45% 47.53% Risk-free interest rate 0.88% 0.18% 0.67% 0.42% Expected dividend yield 0.00% 0.00% 0.00% 0.00% Expected Term The expected term represents the period that the stock options are expected to remain outstanding. For stock options issued subsequent to the IPO, the Company’s expected term is calculated using the simplified method, which is available where there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant. The midpoint between the vesting date and the maximum contractual expiration is used as the expected term under this method. Prior to the IPO, the Company determined the expected term based upon the probabilities of the anticipated timing of potential liquidity events. Expected Volatility The expected volatility is derived from the historical stock volatilities of several comparable publicly listed peers over a period approximately equal to the expected term of the options as the Company had insufficient trading history to determine the volatility of its common stock. In evaluating similarity, the Company considered factors such as industry, stage of life cycle and size. Risk-Free Interest Rate The risk-free interest rate assumption is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the share-based awards’ expected term. Expected Dividend Yield The expected dividend yield is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock in the foreseeable future. Fair Value of Common Stock Prior to the IPO, the fair value of the Company’s common stock was determined by the Board of Directors with assistance from Management and, in part, on input from an independent third-party valuation firm. The Board of Directors determined the fair value of common stock by considering a number of objective and subjective factors, including valuations of comparable companies, sales of convertible preferred stock, operating and financial performance, probabilities of anticipated timing of potential liquidity events, the lack of liquidity of the Company’s common stock and the general and industry-specific economic outlook. Subsequent to the IPO, the fair value of the Company’s common stock is determined based on its closing price. S hare -Based Compensation Expense Share-based compensation expense is reflected in the statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Sales and marketing expense $ 278 $ 124 $ 795 $ 305 Research and development expense 129 45 295 153 General and administrative expense 432 (44 ) 1,026 124 Total $ 839 $ 125 $ 2,116 $ 582 As of September 30, 2021 and December 31, 2020, there was $8.3 million and $4.1 million, respectively, of unrecognized share-based compensation expense related to unvested common stock options, which the Company expects to recognize over a weighted-average period of 2.56 years and 3.01 years, respectively. |