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Stockholders' Equity (Deficit)
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders' Equity (Deficit)

Note 9. Stockholders’ equity (deficit)

Under its Amended and Restated Certificate of Incorporation dated April 15, 2020, the Company was authorized to issue 147,027,681 shares of its common stock, par value of $0.0001 per share. In February 2021, the Company’s Board of Directors increased the authorized number of shares of its common stock to 156,000,000 shares. In connection with the IPO, on July 20, 2021, the Company amended and restated its certificate of incorporation to, among other things, (i) increase the number of authorized shares of common stock from 156,000,000 to 800,000,000 and (ii) authorize 80,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share.

 

Convertible preferred stock

 

In 2018 and 2019, the Company issued a total of 38,103,681 shares of its Series A convertible preferred stock at $1.667 per share. The Company received proceeds of approximately $63.4 million, net of issuance costs.

 

In April 2020, the Company entered into a Series B convertible preferred stock purchase agreement (the Series B Agreement) under which it issued 27,481,001 shares of its Series B-1 convertible preferred stock at various closing dates in 2020, for cash, at a price of $5.00 per share, for net proceeds of $137.0 million (the Series B-1 Closing). The Series B Agreement contained provisions that potentially obligated the Company to issue 13,175,191 shares of Series B-2 convertible preferred stock at $7.50 per share in an additional closing to certain Series B-1 Closing purchasers, upon the achievement of certain milestones as defined in the Series B Agreement, which purchase right would terminate
on September 30, 2022 or at certain specified events, including an initial public offering of the Company, if any (the Series B-2 Closing). In the event that a Series B-1 Closing purchaser failed to purchase all of its required shares in the subsequent Series B-2 Closing, each of the Series B-1 convertible preferred shares held by such purchaser would automatically be converted into one-tenth of a share of the Company’s common stock.

 

The Company determined its obligation to issue additional shares of its Series B-2 convertible preferred stock in the Series B-1 Closing represented a freestanding financial instrument that required liability accounting. This freestanding preferred stock purchase right liability for the Series B-2 Closing was recorded at fair value and was remeasured at each reporting period. As of the Series B-1 Closing, the estimated fair value of the preferred stock purchase right liability was $9.0 million. The Company recorded any changes in the fair value of the Series B-2 convertible preferred stock purchase right liability as changes in the fair value of convertible preferred stock purchase right liability in the accompanying consolidated statements of operations and comprehensive loss, and recorded a gain of $7.4 million for the year ended December 31, 2020. To satisfy its obligation, in January 2021, the Company sold 13,175,191 shares of its Series B-2 convertible preferred stock and an additional 2,756,581 shares of its Series B-2 convertible preferred stock at a price of $7.50 per share and received aggregate net proceeds of $119.4 million.

 

Also in 2020, the Company issued 4,000,000 shares of its Series B-2 convertible preferred stock at $7.50 per share in connection with an asset acquisition (see Note 7).

 

Convertible preferred stock consisted of the following as of December 31, 2020 (in thousands, except share data):

 

 

 

December 31, 2020

 

 

 

Preferred

 

 

Preferred shares

 

 

 

 

 

 

 

 

Common stock

 

 

 

shares

 

 

issued and

 

 

Carrying

 

 

Liquidation

 

 

issuable upon

 

 

 

authorized

 

 

outstanding

 

 

value

 

 

preference

 

 

conversion

 

Series A preferred stock

 

 

38,103,681

 

 

 

38,103,681

 

 

$

63,403

 

 

$

63,519

 

 

 

31,753,064

 

Series B-1 preferred stock

 

 

28,741,400

 

 

 

27,481,001

 

 

 

128,002

 

 

 

137,405

 

 

 

22,900,819

 

Series B-2 preferred stock

 

 

30,777,328

 

 

 

4,000,000

 

 

 

30,000

 

 

 

30,000

 

 

 

3,333,333

 

Total

 

 

97,622,409

 

 

 

69,584,682

 

 

$

221,405

 

 

$

230,924

 

 

 

57,987,216

 

 

Upon the closing of the IPO in July 2021, all shares of convertible preferred stock then outstanding converted into 71,263,685 shares of common stock. There were no shares of convertible preferred stock outstanding as of December 31, 2021.

 

Convertible preferred stock rights and preferences

 

The rights and preferences for convertible preferred stock are detailed in the Company’s final prospectus (the Prospectus) filed with the Securities and Exchange Commission (the SEC) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the Securities Act), on July 16, 2021.

 

Common stock

 

The Company had 800,000,000 and 147,027,681 shares of its common stock authorized as of December 31, 2021 and 2020, respectively. The Company had 121,382,547 and 25,189,673 shares of its common stock issued and 119,102,505 and 21,923,173 shares of common stock outstanding as of December 31, 2021 and 2020, respectively.

 

Shares of common stock subject to repurchase

 

During 2018, the Company issued 1,458,332 shares of restricted stock for cash at a price of $0.0001 per share. The restricted stock vests 25% one year from the vesting commencement date and monthly thereafter over a three-year period and is subject to repurchase by the Company in the event of any voluntary or involuntary termination of services to the Company prior to vesting. Any shares subject to repurchase by the Company are not deemed, for accounting purposes, to be outstanding until those shares vest. As of December 31, 2021 and 2020, 212,674 shares and 577,259 shares of common stock, respectively, were subject to repurchase by the Company. The unvested stock liability related to these awards is immaterial for all periods presented. For the years ended December 31, 2021 and 2020, 364,585 and 364,582 shares vested, respectively.