WARRANTS

3 Months Ended

Mar. 31, 2022

Warrants and Rights Note Disclosure [Abstract]

WARRANTS

WARRANTSPreferred 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 would have expired on September 30, 2026 with an initial fair value of $0.8 million. The preferred stock warrants contained a down round and anti-dilution adjustment provision on the exercise price. The Company would have recognized on a prospective basis the value of the effect of the down round feature in the warrant when it was 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 would have been reflected in the change in fair value of the warrant liability. The preferred stock warrants could have been exercised in whole or in part at any time and included a cashless exercise option which would have allowed the holder to receive fewer shares of stock in exchange for the warrants rather than paying cash to exercise. The preferred stock warrants could have been exercised for either Series Seed Preferred Stock or Series A Preferred Stock. 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 we reclassified the preferred stock warrant liability to additional paid-in capital upon the conversion. As of March 31, 2022 and 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. 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. 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 condensed consolidated statements of operations and comprehensive loss. As of March 31, 2022 and December 31, 2021, we had no preferred stock warrant liability recorded on our condensed consolidated balance sheets.

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.

The following tables are summaries of the terms of the warrants and warrant activity as well as warrants outstanding at March 31, 2022:

Date of issuance	October 2015/ March 2016		October 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		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, 2020	717,225		157,580		306,835
Exercised during the three months ended March 31, 2021	—		—		—
Outstanding at March 31, 2021	717,225		157,580		306,835
Outstanding at December 31, 2021	—		—		30,684
Exercised during the three months ended March 31, 2022	—		—		25,570
Outstanding at March 31, 2022	—		—		5,114
Fair value at March 31, 2022 (in thousands)	$	—	$	—	$	3

2018 Common Stock Warrants—In July 2018, as part of an agreement with West Investments V, LLC for various marketing services, we issued 122,735 warrants to purchase common stock to a third party with an exercise price of $1.28. 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, and vested ratably over 36 months beginning when services are first rendered, beginning in 2019. In accordance with the agreement, expenses are recognized in the period services are received. We recorded $0.7 million and $0.1 million in common stock warrant expense for the three months ended March 31, 2022 and 2021, respectively.