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Common Stock
 3 Months Ended
Mar. 31, 2022
Stockholders' Equity Note [Abstract]  
COMMON STOCK

Note 9 – Common Stock

 

As of March 31, 2022 and December 31, 2021, the Company was authorized to issue 75,000,000 shares of common stock with a par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, 32,772,060 shares were outstanding.

 

Conversion of Redeemable Convertible Preferred Stock

 

In connection with the closing of the IPO, on March 25, 2021, the outstanding shares of the Company’s Series A and Series B redeemable convertible preferred stock were converted into 11,436,956 shares of the Company’s common stock.

 

Conversion of Convertible Notes

 

In connection with the funding of the IPO, on March 25, 2021, the principal and interest due under the Company’s Convertible Notes, in an aggregate amount of $12.9 million, was converted into 5,015,494 shares of the Company’s common stock.

 

Third Amended and Restated Certificate of Incorporation

 

In connection with the IPO, the Third Amended and Restated Certificate of Incorporation became effective and authorized 75,000,000 shares of common stock at par value of $0.0001 per share. Dividends may be declared and paid on the common stock when and if determined by the Board of Directors. Upon liquidation, each common stockholder is entitled to receive an equal portion of the distribution. Each holder of common stock will have one vote in respect of each share of common stock held. The rights and privileges listed above will be subject to preferential rights of any then outstanding shares of preferred stock.

 

At the IPO date, the Company issued 17,000 shares of common stock for nonemployee services valued at $85,000.

 

Common stock reserved for future issuance at March 31, 2022 is summarized as follows:

 

Warrants to purchase common stock   1,938,143 
Stock options outstanding   6,372,137 
Stock options available for future grants   55,822 
Total   8,366,102 

 

Restricted Stock Purchase Agreements

 

In 2018, 400,000 shares were issued to the Company’s founder at inception pursuant to a Restricted Stock Purchase Agreement. The Restricted Stock Purchase Agreement stipulates that in the event of the voluntary or involuntary termination of the Company’s founder’s continuous service status for any reason (including death or disability), with or without cause, the Company or its assignees(s) shall have an option (“Repurchase Option”) to repurchase all or any portion of the shares held by the Purchaser as of the termination date which have not yet been released from the Company’s Repurchase Option at the original purchase price of $0.0125 per share. Shares are to be released from the Repurchase Option over four years. The initial 12/48ths of the shares were released on January 30, 2019, and an additional 1/48th of the shares are being released monthly thereafter. As of March 31, 2022 and December 31, 2021, none and 8,333 of the shares issued to the Company’s founder remain subject to the Repurchase Option, respectively. These shares were originally purchased by the Company’s founder at $0.0125 per share.

 

In 2018, 3,640,000 shares were also issued pursuant to a Restricted Stock Purchase Agreement. The holders of these shares are considered related parties of the Company because the holders are directly related either to the founder or to the legal counsel of the Company. The same terms described above apply to these issuances. As of March 31, 2022 and December 31, 2021, none and 75,833 of the shares issued to these holders remain subject to the Repurchase Option, respectively. These shares were originally purchased by the holders at $0.0125 per share.

 

Early Exercised Stock Option Liability

 

During the three months ended March 31, 2022 and 2021, zero and 50,000 shares, respectively, were issued upon the early exercise of common stock options. The Exercise Notice (Early Exercise) Agreement states that the Company has the option to repurchase all or a portion of the unvested shares in the event of the separation of the holder from service to the Company. The shares continue to vest in accordance with the original vesting schedules of the former option agreements.

 

As of March 31, 2022 and December 31, 2021, the Company has recorded a repurchase liability for approximately $241,000 and $281,000 for 485,835 and 567,397 shares that remain unvested, respectively. The weighted average remaining vesting period is approximately 1.7 years.