Quarterly report pursuant to Section 13 or 15(d)

Warrants

v3.21.2
Warrants
9 Months Ended
Sep. 30, 2021
Warrants  
Warrants

11. Warrants

In February 2019, in connection with the 2019 Term Loan Advance, the Company issued a warrant to SVB for the purchase of 28,350 shares of common stock at an exercise price of $0.24 per share (the “2019 SVB common stock warrant”). The 2019 SVB common stock warrant was immediately exercisable and expires in February 2029. The warrant was classified as an equity instrument and recorded at its fair value of less than $0.1 million on the date of issuance through additional paid-in-capital. In connection with the closing of the Merger, all of the outstanding 2019 SVB common stock warrants were converted into shares of the Company’s common stock.

In March 2020, in connection with the 2020 Term Loan Advance, the Company issued a warrant to SVB for the purchase of 280,095 shares of common stock at an exercise price of $0.40 per share (the “2020 SVB common stock warrant”). The 2020 SVB common stock warrant was immediately exercisable and expires in March 2030. The warrant was classified as an equity instrument and recorded at its fair value of less than $0.1 million on the date of issuance through additional paid-in-capital. In connection with the closing of the Merger, all of the outstanding 2020 SVB common stock warrants were converted into shares of the Company’s common stock.

In December 2020, in connection with the JPM Term Loan, the Company issued a warrant to JPM for the purchase of 378,000 shares of common stock at an exercise price of $0.42 per share (the “2020 JPM common stock

warrant”). The 2020 JPM common stock warrant was immediately exercisable and expires in December 2030. The warrant was classified as an equity instrument and recorded at its fair value of $0.1 million on the date of issuance through additional paid-in-capital. In connection with the closing of the Merger, all of the outstanding 2020 JPM common stock warrants were converted into shares of the Company’s common stock.

In connection with the closing of the Merger, the Company assumed the Public Warrant for the purchase of 14,325,000 shares of common stock at an exercise price of $11.50. The public warrant is immediately exercisable and expires in July 2026. The Public Warrant is classified as a liability and recorded at its fair value of $23.6 million on the date of issuance of the Merger with an offset to additional paid-in-capital and is subsequently remeasured to fair value at each reporting date based on the publicly available trading price. The change in fair value of the public warrant liability of $3.2 million was recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2021.

As of September 30, 2021 and December 31, 2020, warrants to purchase the following classes of Preferred Stock and common stock outstanding consisted of the following in the table below.

September 30, 2021

Contractual

Shares Issuable

Weighted

Term

Underlying Equity

Balance Sheet

Upon Exercise

Average

Issuance Date

    

(in years)

    

Instrument

    

Classification

    

of Warrant

    

Exercise Price

July 16, 2021

 

5

 

Common stock

 

Liability

 

14,325,000

$

11.50

 

  

 

  

 

14,325,000

 

  

December 31, 2020

Shares Issuable

Weighted

Contractual

Underlying Equity

Balance Sheet

Upon Exercise of

Average

Issuance Date

    

Term

    

Instrument

    

Classification

    

Warrant

    

Exercise Price

(in years)

March 17, 2014

 

10

 

Common stock

 

Liability

 

94,500

$

0.24

September 28, 2016

 

10

 

Preferred Stock

 

Temporary Equity

 

1,015,401

$

0.003

July 5, 2017

 

10

 

Common stock

 

Equity

 

141,750

$

0.24

February 12, 2019

 

10

 

Common stock

 

Equity

 

28,350

$

0.24

March 30, 2020

 

10

 

Common stock

 

Equity

 

280,095

$

0.40

December 3, 2020

 

10

 

Common stock

 

Equity

 

378,000

$

0.42

 

  

 

  

 

1,938,096