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Stockholders' Deficit
9 Months Ended
Sep. 30, 2021
Equity [Abstract]  
Stockholders' Deficit

11. Stockholders’ Deficit

Common stock

The Amended and Restated Certificate of Incorporation authorizes the Company to issue up to 144,406,928 shares of common stock.

In connection with the completion the IPO on October 21, 2021, the Company's certificate of incorporation was amended and restated to provide for 100,000,000 authorized shares of common stock with a par value of $0.001 per share and 5,000,000 authorized shares of preferred stock with a par value of $0.001 per share.

Shares reserved for future issuance

The Company has reserved shares of common stock for future issuances as follows:

 

 

 

September, 30

 

 

December, 31

 

 

 

2021

 

 

2020

 

Series A redeemable convertible preferred stock outstanding

 

 

450,692

 

 

 

450,692

 

Series B redeemable convertible preferred stock outstanding

 

 

675,397

 

 

 

675,397

 

Series C redeemable convertible preferred stock outstanding

 

 

2,223,888

 

 

 

2,223,888

 

Series D redeemable convertible preferred stock outstanding

 

 

9,047,861

 

 

 

9,047,861

 

Warrants to purchase Series D redeemable convertible preferred stock

 

 

77,842

 

 

 

77,842

 

Convertible notes*

 

 

 

 

 

 

Common stock options issued and outstanding

 

 

2,170,894

 

 

 

2,466,594

 

Common stock available for future grants

 

 

59,187

 

 

 

67,010

 

 

* At September 30, 2021 and December 31, 2020, the conversion of the convertible notes into redeemable convertible preferred stock was dependent on the outstanding loan balance including accrued interest and the conversion stock per share price at the date of qualified equity financing, non-qualified equity financing, or a change of control event. These factors were not estimable and the number of redeemable convertible preferred stock was not determinable. There were no conversions of convertible notes to preferred stock for the nine month period ended September 30, 2021 and twelve month period ended December 31, 2020.

2008 Stock Plan, as amended (the Plan)

Options

A summary of stock option activity is set forth below (in thousands, except share and per share data):

 

 

 

Number of
Shares
Available
for Grant

 

 

Number of
Shares
Underlying
Outstanding
Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Remaining
Contractual
Term (in years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding, January 1, 2021

 

 

67,010

 

 

 

2,466,594

 

 

$

0.61

 

 

 

5.21

 

 

 

 

Options authorized

 

 

1,653,955

 

 

 

 

 

 

 

 

 

 

 

 

 

Options granted

 

 

(1,784,086

)

 

 

1,784,086

 

 

$

11.25

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

(1,957,478

)

 

$

0.61

 

 

 

 

 

 

 

Options forfeited or cancelled

 

 

122,308

 

 

 

(122,308

)

 

$

1.48

 

 

 

 

 

 

 

Outstanding, September 30, 2021

 

 

59,187

 

 

 

2,170,894

 

 

$

9.31

 

 

 

8.86

 

 

$

8,283

 

Shares exercisable September 30, 2021

 

 

 

 

 

1,451,709

 

 

$

9.28

 

 

 

8.57

 

 

$

5,579

 

Vested and expected to vest, September 30, 2021

 

 

 

 

 

2,170,894

 

 

$

9.31

 

 

 

8.86

 

 

$

8,283

 

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 at September 30, 2021.

During the three and nine months ended September 30, 2021, the aggregate intrinsic value of stock options exercised was $0.7 million and $1.5 million, respectively. The aggregate intrinsic value of stock options exercised was zero, for each of three and nine months ended September 30, 2020.

The total fair value of options that vested during the nine months ended September 30, 2021 and 2020 was $5.1 million and $0.5 million, respectively. The options granted during the nine months ended September 30, 2021 and 2020 had a weighted-average per share grant-date fair value of $7.07 and $0.36 per share, respectively. As of September 30, 2021, the total unrecognized stock-based compensation expense related to unvested stock options was $10.0 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.76 years.

Early exercise of stock options

The terms of the Plan permit the exercise of certain options granted under the Plan prior to vesting, subject to required approvals. The shares are subject to the Company’s lapsing repurchase right upon termination of employment at the original purchase price. The proceeds initially are recorded in accrued current liabilities from the early exercise of stock options and are reclassified to additional paid-in capital as the Company’s repurchase right lapses. During the nine months ended September 30, 2021 and September 30, 2020, the Company had no repurchases of common stock. As of September 30, 2020, there were no shares subject to repurchase. As of September 30, 2021 and December 31, 2020, there were 410,788 and 136,032 shares that were subject to repurchase, respectively. The

aggregate exercise prices of early exercised shares as of September 30, 2021 and December 31, 2020 was $0.3 million and $0.1 million, respectively, which were recorded in other current liabilities on the balance sheets.

Stock-based compensation associated with awards to employees and non-employees

 

On April 9, 2020, the Company’s Board of Directors approved the repricing of all outstanding stock options for employees, officers and consultants. The Company has treated the repricing as a modification of terms of the options outstanding. The fair value of the modification was determined as the difference in the fair value of each option immediately before and after the repricing using the Black-Scholes option pricing model.

 

The repricing resulted in an incremental compensation cost of less than $0.1 million and $0.3 million for the nine months ended September 2021 and 2020, respectively.

Total stock-based compensation expense recognized was as follows (in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Cost of goods sold

$

 

66

 

 

$

 

46

 

 

$

 

236

 

 

$

 

116

 

Sales and marketing

 

 

406

 

 

 

 

49

 

 

 

 

1,701

 

 

 

 

256

 

Research and development

 

 

8

 

 

 

 

1

 

 

 

 

127

 

 

 

 

7

 

General and administrative

 

 

595

 

 

 

 

109

 

 

 

 

3,620

 

 

 

 

375

 

Total

$

 

1,075

 

 

$

 

205

 

 

$

 

5,684

 

 

$

 

754

 

 

The Company estimated the fair value of stock options using the Black-Scholes option-pricing model. The fair value of stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of stock options was estimated using the following weighted-average assumptions:

 

 

 

Nine Months Ended September 30,

 

 

2021

 

2020

Expected volatility

 

72.9%-75.9%

 

61.6% - 75.2%

Risk-free interest rate

 

0.6%-1.1%

 

0.3%-0.7%

Dividend yield

 

0%

 

0%

Expected term

 

5-6.1 years

 

5-6.1 years