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Simple Agreements for Future Equity (SAFEs) | 9 Months Ended
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Sep. 30, 2021
Simple Agreements for Future Equity (SAFEs) |
Simple Agreements for Future Equity (SAFEs) | 12. Simple Agreements for Future Equity (SAFEs) On March 25, 2021, the Company entered into SAFEs with existing investors, pursuant to which the Company received gross proceeds in an aggregate amount equal to $8,942. Pursuant to the arrangement, all of the SAFEs were initially issued with a conversion price equal to 80.0% of either the common stock price upon the occurrence of an IPO, or the price paid for shares of preferred stock by other investors upon a subsequent private financing. Upon a change of control, investors are entitled to receive a portion of proceeds equal to the greater of the purchase amount or the amount payable on the number of shares of common stock equal to the purchase amount divided by the liquidity price. In a liquidity or dissolution event, the investors’ right to receive cash is junior to payment of outstanding indebtedness and creditor claims, on par for other SAFEs and preferred stock, and senior to common stock. The SAFE agreements have no interest rate or maturity date, and the SAFE investors have no voting right prior to conversion. The SAFEs included a provision allowing for cash redemption upon either the occurrence of a change of control or dissolution event, the occurrence of which is outside the control of the Company. Therefore, the SAFEs are classified as marked-to-market liabilities pursuant to ASC 480, Distinguishing Liabilities from Equity. The Company recorded a change in fair value adjustment of $932 and $1,976 in the consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2021. In connection with the close of the Company’s IPO, the SAFEs were automatically converted into 931,485 shares of common stock (see Note 13).

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