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Stockholder's Equity
 6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Stockholder's Equity

Note 11. Stockholders’ Equity

Preferred Stock

The Company’s current amended and restated certificate of incorporation, which was filed 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 voting 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.

Treasury Stock

The Company may issue treasury stock to cover the exercise of stock options and vesting of restricted stock units related to equity incentive plans. The Company issued 5,503 and 20,007 treasury shares at an average cost of $0.32 per share during the three and six months ended June 30, 2024, respectively. The Company did not issue any treasury shares during the three and six months ended June 30, 2023. The Company intends to issue treasury shares as long as an adequate number of those shares are available.

Comprehensive Loss

Comprehensive loss includes all changes in equity during the period and is comprised of net loss and other comprehensive income (loss). Accumulated other comprehensive income (AOCI) reported on the Company's condensed consolidated balance sheets for the period ending June 30, 2024 consists of foreign currency translation adjustment and the unrealized gains and losses, net of applicable taxes, on available-for-sale debt securities.

The following table summarizes the changes in AOCI for the three months ended June 30, 2024 (in thousands):

 

 

Unrealized Gains
(Losses) on Available-for-
sale Debt
Securities, net

 

 

Foreign Currency
Translation
Adjustment

 

 

Estimated Tax
(Expense)
Benefit

 

 

Total

 

Beginning balance

 

$

—

 

 

$

(41

)

 

$

—

 

 

$

(41

)

Other comprehensive income (loss) before reclassifications

 

 

(53

)

 

 

193

 

 

 

—

 

 

 

140

 

Less: Amount of gain (loss) reclassified from AOCI

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Net current period other comprehensive income (loss)

 

 

(53

)

 

 

193

 

 

 

—

 

 

 

140

 

Ending balance

 

$

(53

)

 

$

152

 

 

$

—

 

 

$

99

 

The following table summarizes the changes in AOCI for the six months ended June 30, 2024 (in thousands):

 

 

Unrealized Gains
(Losses) on Available-for-
sale Debt
Securities, net

 

 

Foreign Currency
Translation
Adjustment

 

 

Estimated Tax
(Expense)
Benefit

 

 

Total

 

Beginning balance

 

$

—

 

 

$

1,320

 

 

$

—

 

 

$

1,320

 

Other comprehensive loss before reclassifications

 

 

(53

)

 

 

(1,168

)

 

 

—

 

 

 

(1,221

)

Less: Amount of gain (loss) reclassified from AOCI

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Net current period other comprehensive loss

 

 

(53

)

 

 

(1,168

)

 

 

—

 

 

 

(1,221

)

Ending balance

 

$

(53

)

 

$

152

 

 

$

—

 

 

$

99

 

Changes in AOCI for the three and six months ended June 30, 2023 consisted of foreign currency translation adjustment only. Refer to the Company's condensed consolidated statements of stockholders’ equity for the changes in AOCI for the three and six months ended June 30, 2023.

Reserved Shares of Common Stock for Future Issuance

As of June 30, 2024, the Company had reserved shares of common stock for future issuance as follows:

 

June 30, 2024

 

Issued and outstanding stock options

 

6,750,469

 

Issued and outstanding restricted stock units

 

6,327,473

 

Available for issuance under the 2021 Equity Incentive Plan

 

17,725,359

 

Available for issuance under Employee Stock Purchase Plan

 

4,720,458

 

Committed to settling employee retention

 

83,996

 

Available for conversion of non-voting common stock

 

1,873,320

 

 

37,481,075