Equity and Warrants

12 Months Ended

Dec. 31, 2022

Equity and Warrants

Equity and Warrants

8. Equity and Warrants

Shares Authorized

As of December 31, 2022, the Company had authorized a total of 410,000,000 shares for issuance with 400,000,000 shares designated as common stock, and 10,000,000 shares designated as preferred stock.

Common Shares Outstanding and Common Stock Equivalents

The following table summarizes our fully diluted capital structure:

	December 31,
	2022
Issued and outstanding common shares	96,405,838
Earnout shares	2,050,000
Total common shares issued and outstanding	98,455,838
Common shares reserved for future issuance:
Private warrants	1,795,700
Stock options (Note 9)	3,862,918
Restricted and performance stock units and awards (Note 9)	6,230,165
2020 Equity Plan pool reserved for future issuance (Note 9)	11,189,745
Convertible senior notes, due 2026(1)	16,998,130
Contingently issuable shares in connection with acquisitions(2)	10,631,558
Total shares of common stock outstanding and reserved for future issuance	149,164,054

(1) In connection with the September 16, 2021 issuance of the 2026 Notes, the Company used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to the Company’s common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing the conversion price for the Company from $25.00 per share to approximately $37.74 per share, which would result in 11,261,261 potentially dilutive shares instead of the shares reported in this table.

(2) In connection with the acquisitions of Floify and HOA described in Note 12, the Company provided an obligation to issue certain amount of common stock to the extent specified market conditions are met in the future. Contingently issuable shares are calculated in accordance with the purchase agreement, assuming they would be issuable if the end of the reporting periods were the end of the contingency period.

Repurchases of Common Shares

In October 2022, the Company’s board of directors approved a share repurchase program authorizing management to repurchase up to $15 million in the Company’s common stock and/or convertible notes. Repurchases under this program may be made from time to time on the open market between November 10, 2022 and June 30, 2023, at prevailing market prices, in privately negotiated transactions, in block trades, and/or through other permissible means.

During the fourth quarter of 2022, the Company repurchased 2,388,756 shares, of which 2,139,241 shares were canceled prior to December 31, 2022, and 249,515 shares were canceled in January 2023. The total cost of these 2022 repurchases was $4.4 million, of which $2.5 million is recorded as a liability in accrued expenses and other current liabilities in the consolidated balance sheet as of December 31, 2022. The cost paid to repurchase shares in excess of the par value of $4.3 million is charged to accumulated deficit.

Warrants

PTAC Warrants

Upon completion of the Merger with PTAC on December 23, 2020, the Company assumed 8,625,000 public warrants and 5,700,000 private warrants to purchase an aggregate 14,325,000 shares of common stock, which were outstanding as of December 31, 2020. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025, which is five years after the Merger.

On March 23, 2021, the Company announced that it would redeem all outstanding public warrants on April 16, 2021 pursuant to a provision of the warrant agreement under which the public warrants were issued. In connection with the redemption, the public warrants stopped trading on the Nasdaq Capital Market and were delisted, with the trading halt announced after close of market on April 16, 2021

1,795,700 private warrants were outstanding as of December 31, 2022 and 2021. These private warrants are liability classified financial instruments measured at fair value, with periodic changes in fair value recognized through earnings and are included in change in fair value of private warrant liability in the consolidated statements of operations. See Note 4.

Detail related to public and private warrant activity is as follows:

		Number of
	Number of	Common
	Warrants	Shares Issued
Balances as of January 1, 2021	14,325,000	—
Cash exercised	(12,352,830)	11,521,412
Canceled	(176,470)	—
Balances as of December 31, 2021	1,795,700	11,521,412
Exercised	—	—
Canceled	—	—
Balances as of December 31, 2022	1,795,700	11,521,412