COMMON STOCK WARRANTS | Note 9 – Common Stock Warrants Preferred A Placement Warrants On February 22, 2018, the Company entered into an agreement with NSC, pursuant to which the Company engaged NSC as the Company’s exclusive financial advisor and placement agent in connection with an offering or series of offerings of Company securities. Specifically, NSC was the placement agent in connection with the sale of its Series A preferred stock. In connection with the closing of Series A preferred stock offering, the Company issued warrants (“Preferred A Placement Warrants”) to purchase a total of 133,648 shares of its common stock to NSC on March 14, 2018 and April 23, 2018. On June 1, 2018, the Preferred A Placement Warrants were reassigned among NSC and three individuals at LPV. The Preferred A Placement Warrants have a term of five years and the exercise price is equal to the conversion price of Series A preferred stock upon its conversion. The Preferred A Placement Warrants included an adjustment provision pursuant to which upon completion of the IPO, and the conversion of the Series B preferred stock in connection therewith, the number of shares issuable upon exercise of the warrants was adjusted to be equal to 10% of the aggregate number of common stock shares issued by the Company upon conversion of 1,336,485 shares of Series A preferred stock (the “Preferred A Adjustment Provision”). The Second Amended and Restated Certificate of Incorporation that was approved on March 28, 2019 amended and fixed the conversion price of the Series A preferred stock at $1.40. As a result, on August 28, 2019, the Company elected to amend and reissue the Preferred A Placement Warrants, thereby reducing the exercise price to $1.40 and increasing the number of warrant shares by 109,200 to a total of 242,848 warrant shares. In connection with the IPO, pursuant to the Preferred A Adjustment Provision variable settlement provision, the number of shares of common stock subject to the Preferred A Placement Warrants settled, resulting in an additional 50,195 shares of common stock. Preferred A Lead Investor Warrants During February 2021, a total of 52,500 warrants for common stock were issued to advisors to the Company at a weighted average exercise price of $0.0125 per share. The resulting fair value of the warrants for common stock is not significant. Preferred B Placement Warrants On April 16, 2019, in connection with the Series B preferred stock offering, the Company issued warrants (“Preferred B Placement Warrants”) to purchase 414,270 shares of its common stock to NSC, Newbridge Securities Corporation, and five individuals at LPV. The Preferred B Placement Warrants have a term of five years and their exercise price is equal to $2.10, the conversion price of Series B preferred stock. The Preferred B Placement Warrants included an adjustment provision pursuant to which upon completion of the IPO, and the conversion of the Series B preferred stock in connection therewith, the number of shares issuable upon exercise of the warrants was adjusted to be equal to 10% of the aggregate number of common stock shares issued by the Company upon conversion of 4,142,270 shares of Series B preferred stock(the “Preferred B Adjustment Provision”). In connection with the IPO, pursuant to the Preferred B Adjustment Provision variable settlement provision, the number of shares of common stock subject to the Preferred B Placement Warrants settled, resulting in an additional 49,528 shares of common stock. Convertible Note Placement Warrants In connection with the Convertible Notes, the Company issued 10,000 and 204,500 warrants to purchase common stock, to a noteholder and its brokers, respectively. The warrants have a five-year life and are initially exercisable into common stock at $2.97 per share with the warrants ultimately being exercisable into common stock at the final Conversion Price of the Convertible Notes. When the Convertible Notes converted at the IPO date as described in Note 7, the exercise price of the warrants was adjusted to equal the Conversion Price, which is $2.57. During March 2021, 42,220 of these warrants to purchase common stock were cancelled. Underwriter Warrants In connection with the IPO, the Company issued the underwriter a warrant to purchase shares of common stock equal to 9.79% of the shares of common stock sold in the IPO or 956,973 shares. The warrant is exercisable at $6.00 per share and has a 5-year term. The warrant is subject to a six-month lock-up period. Additionally, the underwriter has contractually agreed that it will not sell, transfer, assign, pledge, or hypothecate this warrant or the securities underlying this warrant, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of this warrant or the underlying securities for a period of 540 days (approximately 18 months) from the IPO. The following is a summary of the Company’s warrant activity for the three months ended March 31, 2021: Warrant Issuance Issuance Exercise Outstanding, Granted Exercised Canceled/ Variable Settlement Provision Adjustment Outstanding, Expiration Preferred A Placement Warrants March and April 2018 and August 2019 $ 1.40 242,847 — — — 50,195 293,042 March and April 2023 Preferred A Lead Investor Warrants February 2021 $ 0.0125 — 52,500 — — — 52,500 March 2023 Preferred B Placement Warrants April 2019 $ 2.10 414,270 — — — 49,528 463,798 April 2024 Convertible Notes Placement Warrants August 2020 $ 2.97 214,050 — — (42,220 ) — 171,830 August 2025 Underwriter warrants March 2021 $ 6.00 — 956,973 — — — 956,973 March 2026 871,167 1,009,473 — (42,220 ) 99,723 1,938,143 Warrants Classified as Liabilities Preferred A Placement Warrants and Preferred B Placement Warrants The Preferred A Placement Warrants and Preferred B Placement Warrants were initially classified as a derivative liability because their variable terms did not qualify these as being indexed to the Company’s own common stock and will be measured at fair value on a recurring basis. As a result of the conversion of the Preferred Stock into common stock in connection with the IPO, and the related impact of the Preferred A Adjustment Provision and the Preferred B Adjustment Provision, the number of warrant shares that are convertible is no longer variable. Accordingly, the Preferred A Placement Warrants and Preferred B Placement Warrants were determined to be indexed to the Company’s own common stock and will no longer be measured at fair value on a recurring basis. Instead the Preferred A Placement Warrants and the Preferred B Placement Warrants were determined to be equity instruments, and the liability was recorded at fair value with the change in fair value recorded in the condensed statement of operations and comprehensive loss and reclassified to additional paid-in capital at their estimated fair value at the IPO date. Convertible Notes Placement Warrants The Convertible Notes Placement Warrants are classified as a derivative liability because the exercise price was variable, thus these do not qualify as being indexed to the Company’s own common stock and will be measured at fair value on a recurring basis. As a result of the conversion of the Convertible Notes into common stock in connection with the IPO, the exercise price is no longer variable. Accordingly, the Convertible Notes Placement Warrants were determined to be indexed to the Company’s own common stock and will no longer be measured at fair value on a recurring basis. Instead the Convertible Notes Placement Warrants were determined to be equity instruments, and the liability was recorded at fair value with the change in fair value recorded in the condensed statement of operations and comprehensive loss and reclassified to additional paid-in capital at their estimated fair value at the IPO date. Estimated Fair Value of Outstanding Warrants Classified as Liabilities The estimated fair value of outstanding warrants classified as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the condensed statements of operations and comprehensive loss as a change in fair value of warrant liability. The changes in fair value of the outstanding warrants classified as liabilities for the three months ended March 31, 2021 were as follows (in thousands): Warrant Issuance Warrant liability, Fair value Fair value Change in fair Reclassified Warrant Preferred A Placement Warrants $ 518 $ — $ — $ 575 $ (1,093 ) $ — Preferred B Placement Warrants 708 — — 800 (1,508 ) $ — Convertible Notes Placement Warrants 323 — — 206 (529 ) $ — $ 1,549 $ — $ — $ 1,581 $ (3,130 ) $ — The changes in fair value of the warrant liability for the three months ended March 31, 2020 were as follows (in thousands): Warrant Issuance Warrant liability, Fair value Fair value Change in fair Warrant liability, Preferred A Placement Warrants $ 12 $ — $ — $ (8 ) $ 4 Preferred B Placement Warrants 20 — — (15 ) 5 $ 32 $ — $ — $ (23 ) $ 9 The fair values of the outstanding warrants accounted for as liabilities at the IPO date are calculated using the Black-Scholes option pricing model with the following assumptions: Black-Scholes Fair Value Assumptions at IPO Date Warrant Issuance Dividend Expected Risk-Free Expected Preferred A Placement Warrants – % 59.21 % 0.14 % 2.0 years Preferred B Placement Warrants – % 58.51 % 0.30 % 3.0 years Convertible Note Placement Warrants – % 52.28 % 0.82 % 4.4 years Upon the conversion of the redeemable convertible preferred stock and the Convertible Notes into common stock at the IPO date, the estimated fair value of the outstanding warrants accounted for as liabilities of $3.1 million was reclassified to additional paid-in capital. The fair values of the outstanding warrants accounted for as liabilities at December 31, 2020 are calculated using the Black-Scholes option pricing model with the following assumptions: Black-Scholes Fair Value Assumptions - December 31, 2020 Warrant Issuance Dividend Expected Risk-Free Expected Preferred A Placement Warrants – % 67.75 % 0.13 % 2.2 years Preferred B Placement Warrants – % 55.76 % 0.17 % 3.3 years Convertible Note Placement Warrants – % 52.93 % 0.36 % 4.7 years The fair values of the outstanding warrants accounted for as liabilities at March 31, 2020 are calculated using the Black-Scholes option pricing model with the following assumptions: Black-Scholes Fair Value Assumptions – March 31, 2020 Warrant Issuance Dividend Expected Risk-Free Expected Preferred A Placement Warrants – % 48.82 % 0.29 % 3.0 years Preferred B Placement Warrants – % 63.28 % 2.40 5.0 years Warrants Classified as Equity Certain warrants are classified as equity instruments since they do not meet the characteristics of a liability or a derivative and are recorded at fair value on the date of issuance using the Black-Scholes option pricing mod Black-Scholes Fair Value Assumptions Warrant Issuance Issuance Date Fair Dividend Expected Risk-Free Expected Underwriter Warrants March 2021 $ 2,349 – % 52.58 % 0.82 % 5.0 years |