WARRANTS

12 Months Ended

Dec. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

Preferred Stock Warrants—In connection with a 2015 agreement with Venture Lending and Leasing VII and Venture Lending and Leasing VIII (the “VLL Agreement”), we issued warrants to purchase 1,104,560 shares of our Preferred Stock at an exercise price of $0.10 that expire on September 30, 2026 with an initial fair value of $0.8 million. The preferred stock warrants contain a down round and anti-dilution adjustment provision on the exercise price. The Company will recognize on a prospective basis the value of the effect of the down round feature in the warrant when it is triggered (i.e., when the exercise price is adjusted downward). This value is measured as the difference between (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and (2) the financial instrument’s fair value (with the down round feature) using the reduced exercise price. The value of the effect of the down round feature will be reflected in the change in fair value of the warrant liability. The preferred stock warrants may be exercised in whole or in part at any time and include a cashless exercise option which allows the holder to receive fewer shares of stock in exchange for the warrants rather than paying cash to exercise. The preferred stock warrants can be exercised for either Series Seed Preferred Stock or Series A Preferred Stock. All of the preferred stock warrants were outstanding at December 31, 2020. In November 2021, immediately prior to the completion of the IPO and per the terms of the preferred stock warrant agreement, the convertible preferred stock warrants then outstanding were automatically exchanged for 1,104,560 shares of Class B common stock on a one-to-one basis and the Company reclassified the preferred stock warrant liability to additional paid-in capital upon the conversion. As of December 31, 2021, no preferred stock warrants were outstanding.

The preferred stock warrants were classified as a liability and initially recorded at fair value upon entering the VLL Agreement. It was subsequently remeasured to fair value at each reporting date and the changes in the fair value of the warrant liability are recognized in other expense in the consolidated statements of operations and comprehensive loss. As the preferred stock warrants were exchanged for Class B common stock on November 3, 2021, the final remeasurement date of the liability was on November 3, 2021.

We determined the fair value of the preferred stock warrants as of November 3, 2021 and December 31, 2020 by using the most recent valuations performed and interpolating the value on a straight-line basis through November 3, 2021 and December 31, 2020.

The value of our Preferred Stock warrants were estimated using the probability weighted-average values from (i) a Black-Scholes calculation and (ii) an option pricing model. The following assumptions were used to estimate the fair value of the preferred stock warrants as of November 3, 2021 and December 31, 2020:


	November 3, 2021			December 31, 2020
Expected term (in years)	4.91			5.75
Fair value of underlying shares	$	15.00		$	5.38
Risk-free interest rate	1.17		%	0.47		%
Volatility	63.0		%	65.1		%
Expected dividend yield	—		%	—		%

For the years ended December 31, 2021 and 2020, 1,104,560 and zero preferred stock warrants were automatically exchanged for Class B common stock, respectively. As of December 31, 2021 and 2020, outstanding preferred stock warrants were zero and 1,104,560, respectively.

Common Stock Warrants—Through 2019, we issued warrants to purchase common stock to various third parties. We determined the fair value of these warrants using the Black-Scholes option pricing model.

Following is a summary of the terms of the warrants and warrant activity as well as warrants outstanding at December 31, 2021:


Date of issuance	October 2015/ March 2016		October 1, 2016		July 2018 - Allotment 1		July 2018 - Allotment 2
Number of warrants	2,103,930		157,580		122,735		184,100
Exercise Price	$	0.10	$	0.07	$	1.28	$	1.28
Status	Vested		Vested		Vested		Partially vested
Expiration	October 2024		October 2026		July 2028		July 2028


Date of issuance	October 2015/ March 2016		October 2016		July 2018
Outstanding at December 31, 2019	717,225		157,580		306,835
Exercised 2020	—		—		—
Outstanding at December 31, 2020	717,225		157,580		306,835
Exercised 2021	717,225		157,580		276,151
Outstanding at December 31, 2021	—		—		30,684

Fair value at December 31, 2021 (in thousands)	$	—	$	—	$	15

2018 Common Stock Warrants—In July 2018, we issued 122,735 warrants to purchase common stock to a third party with an exercise price of $1.28 per share. Fifty percent of the warrants vested immediately upon issuance and the remainder of the warrants vest ratably over 24 months. An additional 184,100 warrants to purchase common stock were also issued in July 2018 to the same third-party with an exercise price of $1.28 per share, and vest ratably over 36 months beginning when services are first rendered, beginning in 2020. The warrants were issued as part of the West Investments V, LLC agreement in exchange for various marketing services.

For the years ended December 31, 2021, 2020, and 2019, we recorded approximately $1.5 million, $0.2 million, and $0.2 million, respectively, related to the vesting of warrants, which was recorded in prepaid expenses and other current assets and additional paid-in capital until the related services are rendered at which point it is recognized in selling, general, and administrative expense and marketing expense. Additionally, related to the West Investments V, LLC agreement, we made a $1 million cash prepayment in the years ended December 31, 2020 and 2019 that was recorded to prepaid expenses and other current assets. There was no cash prepayment made in 2021. Based on services rendered to date for the years ended December 31, 2021, 2020, and 2019, we recognized $0.5 million, $1.5 million, and $0.8 million, respectively, of

marketing expense. As of December 31, 2021 and 2020, we had $0.0 million and $1.4 million, respectively, remaining in prepaid expenses and other current assets. During the first six months of 2021, 245,468 warrants were exercised. The resulting common stock shares, along with 25,000 shares of preferred stock, were sold to an existing investor for $3.5 million, which settled the shortfall in accordance with the agreement, as the purchase amount was in excess of the anticipated shortfall amount of $2.0 million.

For the years ended December 31, 2021 and 2020, 1,150,956 and zero common stock warrants were exercised, respectively. As of December 31, 2021 and 2020, common stock warrants to purchase up to 30,684 and 1,181,640 shares of our capital stock were outstanding, respectively.