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Stockholder's Equity
 3 Months Ended
Mar. 31, 2023
Stockholders' Equity Note [Abstract]  
Stockholder's Equity

Note 11. Stockholders’ Equity

Preferred Stock

The Company’s current amended and restated certificate of incorporation, which became effective on May 28, 2021, authorizes the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors.

Common Stock

The Company’s current amended and restated certificate of incorporation authorizes the issuance of 2,000,000,000 shares of voting common stock with a par value of $0.0001 per share and 10,000,000 shares of non-voting common stock with a par value of $0.0001 per share. The voting and non-voting shares are identical, except that holders of voting common stock are entitled to one vote for each share on each matter properly submitted to the Company’s stockholders for their vote, while holders of non-voting common stock are not entitled to vote on such matters. Holders of voting common stock and non-voting common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

Holders of the Company's common stock have no conversion rights while each share of non-voting common stock automatically converts into common stock on a one-to-one basis without the payment of additional consideration upon the transfer thereof in (i) a widespread public distribution, including pursuant to Rule 144 under the Securities Act, (ii) a transfer (including a private placement or a sale pursuant to Rule 144 under the Securities Act) in which no one party acquires the right to purchase 2% or more of any class of voting securities (as such term is used for the purposes of the Bank Holding Company Act of 1956, as amended), (iii) an assignment to a single party (for example, a broker or investment banker) for the purposes of conducting a widespread public distribution, or (iv) to a party who would control more than 50% of the Company's voting securities without giving effect to the shares of non-voting common stock transferred by the holder. Other than in the event of such transfers, shares of non-voting common stock shall not be convertible into any other security.

During the year ended December 31, 2022, 4,115,058 shares of the Company's non-voting common stock converted into shares of common stock on a one-to-one basis upon the sale of such shares.

As of March 31, 2023, the Company had reserved shares of common stock for future issuance as follows:

 

 

March 31, 2023

 

Issued and outstanding stock options

 

 

11,534,245

 

Issued and outstanding restricted stock units

 

 

4,690,048

 

Available for issuance under the 2021 Equity Incentive Plan

 

 

14,955,684

 

Available for issuance under Employee Stock Purchase Plan

 

 

3,766,959

 

Available for conversion of non-voting common stock

 

 

1,873,320

 

 

 

36,820,256