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Common Stock Warrants | 3 Months Ended
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Mar. 31, 2022
Common Stock Warrants [Abstract] |
COMMON STOCK WARRANTS | Note 10 – Common Stock Warrants Preferred A Placement Warrants In connection with the closing of the Series A preferred stock offering, the Company issued warrants (“Preferred A Placement Warrants”) to purchase a total of 133,648 shares of its common stock to NSC on March 14, 2018 and April 23, 2018. The Preferred A Placement Warrants included an adjustment provision pursuant to which upon completion of the IPO, and the conversion of the Series A preferred stock in connection therewith, the number of shares issuable upon exercise of the warrants was adjusted to be equal to 10% of the aggregate number of common stock shares issued by the Company upon conversion of 1,336,485 shares of Series A preferred stock (the “Preferred A Adjustment Provision”). In August 2019, the Preferred A Placement Warrants were amended and reissued and the total number of warrant shares increased to 242,847. In connection with the IPO, pursuant to the Preferred A Adjustment Provision variable settlement provision, the number of shares of common stock subject to the Preferred A Placement Warrants settled, resulting in an additional 50,195 shares of common stock. Preferred A Lead Investor Warrants During February 2021, a total of 52,500 warrants for common stock were issued to advisors to the Company at a weighted average exercise price of $0.0125 per share. The resulting fair value of the warrants for common stock is not significant. Preferred B Placement Warrants On April 16, 2019, in connection with the Series B preferred stock offering, the Company issued warrants (“Preferred B Placement Warrants”) to purchase 414,270 shares of its common stock to NSC, Newbridge Securities Corporation, and five individuals at LVP. The Preferred B Placement Warrants have a term of five years and their exercise price is equal to $2.10, the conversion price of Series B preferred stock. The Preferred B Placement Warrants included an adjustment provision pursuant to which upon completion of the IPO, and the conversion of the Series B preferred stock in connection therewith, the number of shares issuable upon exercise of the warrants was adjusted to be equal to 10% of the aggregate number of common stock shares issued by the Company upon conversion of 4,142,270 shares of Series B preferred stock (the “Preferred B Adjustment Provision”). In connection with the IPO, pursuant to the Preferred B Adjustment Provision variable settlement provision, the number of shares of common stock subject to the Preferred B Placement Warrants settled, resulting in an additional 49,528 shares of common stock. Convertible Note Placement Warrants In connection with the Convertible Notes, the Company issued 10,000 and 214,050 warrants to purchase common stock, to a noteholder and its brokers, respectively. The warrants have a five-year life and are initially exercisable into common stock at $2.97 per share with the warrants ultimately being exercisable into common stock at the final Conversion Price of the Convertible Notes. When the Convertible Notes converted at the IPO date as described in Note 8, the exercise price of the warrants was adjusted to equal the Conversion Price, which is $2.57. During March 2021, 42,220 of these warrants to purchase common stock were cancelled. Underwriter Warrants In connection with the IPO, the Company issued the underwriter a warrant to purchase shares of common stock equal to 9.79% of the shares of common stock sold in the IPO or 956,973 shares. The warrant is exercisable at $6.00 per share and has a 5-year term. Additionally, the underwriter has contractually agreed that it will not sell, transfer, assign, pledge, or hypothecate this warrant or the securities underlying this warrant, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of this warrant or the underlying securities for a period of 540 days (approximately 18 months) from the IPO. The following is a summary of the Company’s warrant activity for the three months ended March 31, 2022:
Warrant Issuance |  | Issuance |  | Exercise Price |  |  | Outstanding, December 31, 2021 |  |  | Granted |  |  | Exercised |  |  | Canceled/ Expired |  |  | Variable Settlement Provision Adjustment |  |  | Outstanding, March 31, 2022 |  |  | Expiration
Preferred A Placement Warrants |  | March and April 2018 and August 2019 |  | $ | 1.40 |  |  |  | 293,042 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 293,042 |  |  | March and April 2023
Preferred A Lead Investor Warrants |  | February 2021 |  | $ | 0.0125 |  |  |  | 52,500 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 52,500 |  |  | March 2023
Preferred B Placement Warrants |  | April 2019 |  | $ | 2.10 |  |  |  | 463,798 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 463,798 |  |  | April 2024
Convertible Notes Placement Warrants |  | August 2020 |  | $ | 2.57 |  |  |  | 171,830 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 171,830 |  |  | August 2025
Underwriter Warrants |  | March 2021 |  | $ | 6.00 |  |  |  | 956,973 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 956,973 |  |  | March 2026
|  |  |  |  |  |  |  |  | 1,938,143 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,938,143 |  |  |
The following is a summary of the Company’s warrant activity for the three months ended March 31, 2021:
Warrant Issuance |  | Issuance |  | Exercise Price |  |  | Outstanding, December 31, 2020 |  |  | Granted |  |  | Exercised |  |  | Canceled/ Expired |  |  | Variable Settlement Provision Adjustment |  |  | Outstanding, March 31, 2021 |  |  | Expiration
Preferred A Placement Warrants |  | March and April 2018 and August 2019 |  | $ | 1.40 |  |  |  | 242,847 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 50,195 |  |  |  | 293,042 |  |  | March and April 2023
Preferred A Lead Investor Warrants |  | February 2021 |  | $ | 0.0125 |  |  |  | — |  |  |  | 52,500 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 52,500 |  |  | March 2023
Preferred B Placement Warrants |  | April 2019 |  | $ | 2.10 |  |  |  | 414,270 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 49,528 |  |  |  | 463,798 |  |  | April 2024
Convertible Notes Placement Warrants |  | August 2020 |  | $ | 2.57 |  |  |  | 214,050 |  |  |  | — |  |  |  | — |  |  |  | (42,220 | ) |  |  | — |  |  |  | 171,830 |  |  | August 2025
Underwriter Warrants |  | March 2021 |  | $ | 6.00 |  |  |  | — |  |  |  | 956,973 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 956,973 |  |  | March 2026
|  |  |  |  |  |  |  |  | 871,167 |  |  |  | 1,009,473 |  |  |  | — |  |  |  | (42,220 | ) |  |  | 99,723 |  |  |  | 1,938,143 |  |  |
Warrants Classified as Liabilities Preferred A Placement Warrants and Preferred B Placement Warrants The Preferred A Placement Warrants and Preferred B Placement Warrants were initially classified as a derivative liability because their variable terms did not qualify these as being indexed to the Company’s own common stock and will be measured at fair value on a recurring basis. As a result of the conversion of the Preferred Stock into common stock in connection with the IPO, and the related impact of the Preferred A Adjustment Provision and the Preferred B Adjustment Provision, the number of warrant shares that are convertible is no longer variable. Accordingly, the Preferred A Placement Warrants and Preferred B Placement Warrants were determined to be indexed to the Company’s own common stock and will no longer be measured at fair value on a recurring basis. Instead, the Preferred A Placement Warrants and the Preferred B Placement Warrants were determined to be equity instruments, and the liability was recorded at fair value with the change in fair value recorded in the condensed consolidated statement of operations and comprehensive loss and reclassified to additional paid-in capital at their estimated fair value at the IPO date. Convertible Notes Placement Warrants The Convertible Notes Placement Warrants were classified as a derivative liability because the exercise price was variable, thus these did not qualify as being indexed to the Company’s own common stock and were measured at fair value on a recurring basis. As a result of the conversion of the Convertible Notes into common stock in connection with the IPO, the exercise price is no longer variable. Accordingly, the Convertible Notes Placement Warrants were determined to be indexed to the Company’s own common stock and will no longer be measured at fair value on a recurring basis. Instead the Convertible Notes Placement Warrants were determined to be equity instruments, and the liability was recorded at fair value with the change in fair value recorded in the condensed consolidated statement of operations and comprehensive loss and reclassified to additional paid-in capital at their estimated fair value at the IPO date. Estimated Fair Value of Outstanding Warrants Classified as Liabilities The estimated fair value of outstanding warrants classified as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the condensed consolidated statements of operations and comprehensive loss as a change in fair value of warrant liability. There were no warrants classified as liabilities outstanding as of March 31, 2022 and December 31, 2021. The changes in fair value of the outstanding warrants classified as liabilities for the three months ended March 31, 2021 were as follows (in thousands):
Warrant Issuance |  | Warrant liability, December 31, 2020 |  |  | Fair value of warrants granted |  |  | Fair value of warrants exercised |  |  | Change in fair value of warrants |  |  | Reclassified to additional paid-in capital |  |  | Warrant liability, March 31, 2021 |
Preferred A Placement Warrants |  | $ | 518 |  |  | $ | — |  |  | $ | — |  |  | $ | 575 |  |  | $ | (1,093 | ) |  | $ | — |
Preferred B Placement Warrants |  |  | 708 |  |  |  | — |  |  |  | — |  |  |  | 800 |  |  |  | (1,508 | ) |  |  | — |
Convertible Notes Placement Warrants |  |  | 323 |  |  |  | — |  |  |  | — |  |  |  | 206 |  |  |  | (529 | ) |  |  | — |
|  | $ | 1,549 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,581 |  |  | $ | (3,130 | ) |  | $ | — |
The fair values of the outstanding warrants accounted for as liabilities at the IPO date are calculated using the Black-Scholes option pricing model with the following assumptions:
|  | Black-Scholes Fair Value Assumptions at IPO Date |
Warrant Issuance |  | Dividend Yield |  |  | Expected Volatility |  |  | Risk-Free Interest Rate |  |  | Expected Life |
Preferred A Placement Warrants |  |  | – | % |  |  | 59.21 | % |  |  | 0.14 | % |  |  | 2.0 years |
Preferred B Placement Warrants |  |  | – | % |  |  | 58.51 | % |  |  | 0.30 | % |  |  | 3.0 years |
Convertible Note Placement Warrants |  |  | – | % |  |  | 52.28 | % |  |  | 0.82 | % |  |  | 4.4 years |
Upon the conversion of the redeemable convertible preferred stock and the Convertible Notes into common stock at the IPO date, the estimated fair value of the outstanding warrants accounted for as liabilities of $3.1 million was reclassified to additional paid-in capital. Warrants Classified as Equity Certain warrants are classified as equity instruments since they do not meet the characteristics of a liability or a derivative and are recorded at fair value on the date of issuance using the Black-Scholes option pricing model with the following assumptions. The fair value as determined at the issuance date is recorded as an issuance cost of the related stock. Those warrants and the assumptions used to calculate the fair value at issuance are as follows for the warrants issued during the three months ended March 31, 2021. There were no warrants issued during the three months ended March 31, 2022.
|  | Black-Scholes Fair Value Assumptions
Warrant Issuance |  | Issuance Date |  | Fair Value (in ooo’s) |  |  | Dividend Yield |  |  | Expected Volatility |  |  | Risk-Free Interest Rate |  |  | Expected Life
Underwriter Warrants |  | March 2021 |  | $ | 2,349 |  |  |  | — | % |  |  | 52.58 | % |  |  | 0.82 | % |  | 5.0 years

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