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Stockholder's Equity
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders' Equity

11. STOCKHOLDERS' EQUITY

 

On February 24, 2021, the Board and the Company’s stockholders approved the Company’s amended and restated certificate of incorporation, which became effective immediately prior to the closing of the IPO on March 18, 2021. The certificate authorizes the issuance of up to 200,000,000 shares of $0.001 par value common stock and up to 10,000,000 shares of $0.001 par value undesignated preferred stock. The Board may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control. As of December 31, 2021, no shares of preferred stock were outstanding.

In conjunction with the IPO, the Company issued and sold 7,500,000 shares of common stock at a public offering price of $17.00 per share, for aggregate net proceeds of $115.7 million after deducting underwriting discounts and commissions and initial public offering costs. In connection with the IPO, all then outstanding shares of preferred stock were converted into 31,253,609 shares of common stock.

On April 20, 2021, the Company issued 192,877 additional shares of common stock, pursuant to the underwriters’ partial exercise of their overallotment option, at a public offering price of $17.00 per share for aggregate gross proceeds of $3.3 million and net proceeds of $3.0 million after deducting underwriters’ discounts, commissions and offering costs.

Each share of common stock entitles the holder to one vote, together with the holders of preferred stock, on all matters submitted to the stockholders for a vote. Common stockholders are also entitled to receive dividends. As of December 31, 2021, no cash dividends have been declared or paid.

The Company has issued restricted stock to founders, employees and consultants. All restricted stock was fully vested and all expense related to these shares was recognized prior to 2020.

As of December 31, 2021 and December 31, 2020, the Company has reserved the following shares of common stock for potential conversion of outstanding preferred stock, the vesting of restricted stock and exercise of stock options, common stock warrants, and shares under the employee stock purchase plan:

 

 

 

DECEMBER 31,
2021

 

 

DECEMBER 31,
2020

 

Redeemable convertible preferred stock

 

 

 

 

 

31,253,609

 

Options to purchase common stock

 

 

3,264,770

 

 

 

1,053,874

 

Common stock warrants1

 

 

 

 

 

19,346

 

Shares issuable under employee stock purchase plan

 

 

45,195

 

 

 

 

 

 

 

3,309,965

 

 

 

32,326,829

 

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1 During the fourth quarter of 2021, 19,346 common stock warrants were net exercised, resulting in 19,303 net shares.

 

Secondary Sale

 

In October 2020, certain of the Company’s stockholders sold shares of the Company’s common stock at a price of $13.0381 per share to an investor. The investor purchased 412,323 shares of the Company’s common stock from these stockholders for an aggregate purchase price of $5.4 million, of which 258,924 shares of the Company’s common stock, or an aggregate purchase price of $3.4 million, were sold by affiliates of the Company, who are considered to be related parties. The shares were sold above fair value and the excess of the price paid over the fair value was recognized as $2.8 million of stock-based compensation expense. The Company recognized the $2.8 million as general and administrative expense in the consolidated statement of operations for the year ended December 31, 2020 (see Note 12).