Stockholders Equity (Deficit)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders Equity (Deficit)

Note 10 – Stockholders’ Equity (Deficit)

On July 29, 2021, the Company restated its certificate of incorporation and bylaws which provide for, among other things, the Company’s authorized capital stock to consist of 900,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of convertible preferred stock, par value $0.001 per share. The restated certificate defines the voting rights, dividends, liquidation, rights and preferences of each class of stock.

There are 900,000,000 shares of common stock authorized, 27,366,746 issued and outstanding at December 31, 2021, and 24,545,966 shares authorized, 3,813,450 shares issued and outstanding as of December 31, 2020.

There are 100,000,000 shares of preferred stock authorized and none issued or outstanding at December 31, 2021 and 2020.

Prior to the IPO, the Amendment authorized eight classes of preferred stock, Series A through F, the “Prior Preferred Stock” and Series G and H, the “Senior Preferred Stock”. All of the Company’s redeemable convertible preferred stock were classified as temporary equity on the accompanying December 31, 2020 consolidated balance sheets, as all such preferred stock is redeemable either at the option of the holder or upon an event outside the control of the Company (i.e., a change in control). The redeemable convertible preferred stock was redeemable per the Special Redemption (see Note 9 - Common Stock Warrant Liability) or upon certain change in control events (including liquidation, sale or transfer of control of the Company); however, the Special Redemption was not a certain event, and all change in control events are outside of the Company’s control. In the event of the Special Redemption, the holders were entitled to receive redemption proceeds as defined in the Warrant Agreement. In the event of liquidation, holders of the convertible preferred stock might have had the right to receive its liquidation preference under the terms of the Company’s Amendment.

As a result of management’s determination that the Special Redemption was probable, but not certain, the Company began accreting to the expected redemption value of the redeemable convertible preferred stock in October 2017. In December 2020, management determined that the Special Redemption was no longer probable, at which point accretion to redemption value ceased. As of March 31, 2021 the Series W Warrant expired unexercised, and all redemption provisions of the Special Redemption lapsed.

The following table summarizes information related to issuance of the Company’s preferred stock (in thousands, except number of shares and per share amounts):

	As of December 31, 2020
	Par Value		Date of Issuance	Shares Price at Issuance		Shares Authorized(1)		Shares Issued and Outstanding(1)		Liquidation Preference		Carrying Value (2) Share Capital
Series A	$	0.001	Feb-2000	$	40.81		355,921		355,903	$	14,523	$	13,535
Series B	$	0.001	May-2003	$	9.07		1,741,452		1,741,399		15,795		39,715
Series C	$	0.001	Feb-2007	$	12.92		1,168,344		1,168,311		15,086		28,136
Series D	$	0.001	Aug-2009	$	18.08		663,808		663,728		12,000		18,503
Series E	$	0.001	Oct-2011	$	20.66		353,339		353,327		7,300		10,350
Series F	$	0.001	May-2012	$	25.83		507,744		499,159		12,891		18,305
Series G	$	0.001	Jun-2015	$	12.40		5,832,685		5,788,878		71,759		135,682
Series H	$	0.001	Feb-2017	$	12.40		5,949,499		3,805,567		47,174		89,074
							16,572,792		14,376,272	$	196,528	$	353,300

(1) The shares authorized, issued and outstanding do not reflect any anti-dilution provisions of Series C, Series D, Series E and Series F as a result of the Series G financing.

(2) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs and the fair value at issuance of preferred stock warrants classified as a liability, plus accretion of redemption value.

Preferred stock was convertible at the option of the holder into common stock on a one-for-one basis and was converted upon completion of the Company's IPO on July 29, 2021. Immediately prior to the completion of the IPO, 14,376,272 outstanding shares of the Company's convertible preferred stock were converted into an aggregate of 14,850,993 shares of common stock and 225,945 warrants to purchase Series H convertible preferred stock were exercised and converted into 225,945 shares of common stock.

The following table shows the common stock equivalent of preferred stock which was converted as a result of the anti-dilution provisions enacted during the Series G financing.

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	Fully Diluted on Conversion (1)
Converted Shares	12/31/2020
Series A		355,903
Series B		1,741,399
Series C		1,197,590
Series D		772,963
Series E		429,766
Series F		758,941
Series G		5,788,878
Series H		3,805,567
Total		14,851,007
(1) Excludes preferred stock warrants see Note 11 – Convertible Preferred Stock Warrants.

Common stock reserved for future issuance consisted of the following:

	December 31, 2021		December 31, 2020
Conversion of preferred stock		—		14,851,007
Preferred stock warrants		—		225,945
Common stock warrant		—		1
Stock options issued and outstanding under the 2006, 2015 and 2021 plans		5,754,005		4,201,935
Restricted stock units		640,479		—
Employee stock purchase plan		484,027		—
Total shares of common stock issued or reserved		6,878,511		19,278,888