Quarterly report pursuant to Section 13 or 15(d)

Equity Instruments (Tables)

v3.23.2
Equity Instruments (Tables)
 6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Schedule of Shares of Common Stock Reserved for Issuance
Shares of common stock reserved for future issuance on an “as if converted” basis were as follows:
June 30, 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 29,557,352  20,861,294 
Reserved for At-the-Market offering 13,759,210  — 
Reserved for employee stock purchase plan 7,371,214  5,495,601 
Total shares of common stock reserved 63,832,776  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 are net of any un-exercised stock options (vested and unvested) and unvested restricted stock units (“RSUs”) outstanding that may convert to common stock in the future upon exercise or vesting as of June 30, 2023 and December 31, 2022.
Schedule of Warrants for Shares of Stock :
December 31, 2022 and June 30, 2023
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 June 30, 2023 and 2022, was as follows:
Fair Value on December 31, 2022
 Gain on fair value of warrants Fair Value on March 31, 2023 Loss on fair value of warrants
Fair Value on June 30, 2023
(In thousands)
Contingent Earnout Liabilities $ 17,414  $ 9,653  $ 27,067  $ (1,843) $ 25,224 
$ 17,414  $ 9,653  $ 27,067  $ (1,843) $ 25,224 

Fair Value on December 31, 2021 Gain on fair value of warrants Fair Value on March 31, 2022 Loss on fair value of warrants Fair Value on June 30, 2022
(In thousands)
Contingent Earnout Liabilities $ 111,487  $ 31,232  $ 142,719  $ (130,226) $ 12,493 
$ 111,487  $ 31,232  $ 142,719  $ (130,226) $ 12,493 
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 Loss on fair value of warrants
Fair Value on June 30, 2023
(In thousands)
Private placement warrants – Common Stock $ 888  $ 869  $ 1,757  $ (269) $ 1,488 
2022 Private Warrant – Common Stock 109  37  146  (6) 140 
Public warrants – Common Stock 1,748  1,647  3,395  (553) 2,842 
$ 2,745  $ 2,553  $ 5,298  $ (828) $ 4,470 

Fair Value on December 31, 2021 Gain on fair value of warrants Fair Value on March 31, 2022 Loss on fair value of warrants Fair Value on June 30, 2022
(In thousands)
Private placement warrants – Common Stock $ 7,387  $ 2,047  $ 9,434  $ (8,054) $ 1,380 
2022 Private Warrant – Common Stock —  —  —  —  — 
Public warrants – Common Stock 14,318  3,967  18,285  (15,612) 2,673 
$ 21,705  $ 6,014  $ 27,719  $ (23,666) $ 4,053 
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 June 30, 2023
As of December 31, 2022
Current stock price $ 2.16  $ 1.79 
Expected volatility 76.5  % 68.0  %
Risk-free interest rate 4.4  % 4.1  %
Dividend rate —  % —  %
Expected Term (years) 3.25 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 June 30, 2023
As of December 31, 2022
Current stock price $ 2.16  $ 1.79 
Expected volatility 103.0  % 86.9  %
Risk-free interest rate 3.8  % 3.9  %
Dividend rate —  % —  %
Expected Term (years) 11.07 11.57
Assumptions used in the fair value of the contingent earnout liabilities are described below.
As of June 30, 2023
As of December 31, 2022
Current stock price $2.16 $1.79
Expected volatility 103.0% 89.9%
Risk-free interest rate 4.5% 4.1%
Dividend yield —% —%
Expected Term (years) 3.25 3.75