Quarterly report pursuant to Section 13 or 15(d)

Equity Instruments (Tables)

v3.23.1
Equity Instruments (Tables)
 3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Schedule of Shares of Common Stock Reserved for Issuance
Shares of common stock reserved for issuance on an “as if converted” basis were as follows:
March 31, December 31,
2023 2022
(share data)
Common stock warrants 13,145,000  13,145,000 
Shares available for future grant under 2021 Equity Incentive Plan 29,294,376  20,861,294 
Reserved for At-the-Market offering 16,667,521  — 
Reserved for employee stock purchase plan 7,371,214  5,495,601 
Total shares of common stock reserved 66,478,111  39,501,895 
In February 2023, the Company entered into the ATM Sales Agreement with Needham, as agent, pursuant to which the Company may offer and sell, from time to time through Needham, up to $40.0 million shares of its common stock pursuant to the Shelf Registration Statement, and in connection therewith, the Company reserved 20,000,000 shares of common stock for issuance under the ATM Sales Agreement. In March 2023, pursuant to the evergreen provisions of the Company’s 2021 Equity Incentive Plan (the “2021 EIP”), the Company registered an additional 9,378,068 shares of common stock for issuance under the 2021 EIP and 1,875,613 shares of common stock for issuance under the 2021 ESPP.
The shares available for future grant under the 2021 EIP include un-exercised stock options (vested and unvested) and unvested restricted stock units (“RSUs”) as of March 31, 2023 and December 31, 2022.
Schedule of Warrants for Shares of Stock :
March 31, 2023 and December 31, 2022
Issue Date Expiration
Date		 Number of
Warrants		 Exercise
Price per warrant		 Fair Value on Issue Date per warrant
Private placement warrants - Common Stock 12/02/2020 09/29/2026 4,450,000  $11.50 $2.00
2022 Private Warrant - Common Stock 07/25/2022 07/24/2034 70,000  $2.56 $2.43
Public warrants - Common Stock 12/02/2020 09/29/2026 8,625,000  $11.50 $3.30
13,145,000 
Schedule Of Contingent Earnout Liabilities The rollforward for the contingent earnout liabilities for the three months ended March 31, 2023 and 2022, was as follows:
March 31,
2023 2022
(In thousands)
Beginning Balance $ 17,414  $ 111,487 
Gain on fair value of contingent earnout liabilities 9,653  31,232 
Ending Balance $ 27,067  $ 142,719 
Liability of Warrants on Common Stock Carried at Fair Value The liability for warrants on common stock carried at fair value was as follows:
Fair Value on December 31, 2022
 Gain on fair value of warrants
Fair Value on March 31, 2023
(In thousands)
Private placement warrants - Common Stock $ 888  $ 869  $ 1,757 
2022 Private Warrant - Common Stock 109  37  146 
Public warrants - Common Stock 1,748  1,647  3,395 
$ 2,745  $ 2,553  $ 5,298 
Fair Value Assumptions
The fair value assumptions used in the Monte Carlo simulation model for the recurring valuation of the private placement common stock warrant liability were as follows:
As of March 31, 2023
As of December 31, 2022
Current stock price $ 2.27  $ 1.79 
Expected volatility 78.0  % 68.0  %
Risk-free interest rate 3.8  % 4.1  %
Dividend rate —  % —  %
Expected Term (years) 3.50 3.75
The fair value assumptions used in the Black-Scholes simulation model for the recurring valuation of the 2022 Private Warrant liability were as follows:
As of March 31, 2023
Current stock price $ 2.27 
Expected volatility 100.2  %
Risk-free interest rate 3.5  %
Dividend rate —  %
Expected Term (years) 11.32
Assumptions used in the fair value of the contingent earnout liabilities are described below.
As of March 31, 2023
As of December 31, 2022
Current stock price $2.27 $1.79
Expected volatility 100.2% 89.9%
Risk-free interest rate 3.8% 4.1%
Dividend yield —% —%
Expected Term (years) 3.50 3.75