v3.24.0.1
Stockholder's Equity (Deficit)
12 Months Ended
Dec. 31, 2023
Stockholders' Equity Note [Abstract]  
Stockholder's Equity (Deficit)

Note 11. Stockholders’ Equity (Deficit)

Preferred Stock

In connection with the IPO, the Company’s current amended and restated certificate of incorporation became effective, which authorizes the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors.

Common Stock

In connection with the IPO, the Company’s current amended and restated certificate of incorporation authorizes the issuance of 2,000,000,000 shares of voting common stock with a par value of $0.0001 per share and 10,000,000 shares of non-voting common stock with a par value of $0.0001 per share. The voting and non-voting shares are identical, except that holders of voting common stock are entitled to one vote for each share on each matter properly submitted to the Company’s stockholders for their vote, while holders of non-voting common stock are not entitled to vote on such matters. Holders of voting common stock and non-voting common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. As of December 31, 2023 and 2022, no cash dividends have been declared or paid.

Holders of the Company's common stock have no conversion rights while each share of non-voting common stock automatically converts into common stock on a one-to-one basis without the payment of additional consideration upon the transfer thereof in (i) a widespread public distribution, including pursuant to Rule 144 under the Securities Act, (ii) a transfer (including a private placement or a sale pursuant to Rule 144 under the Securities Act) in which no one party acquires the right to purchase 2% or more of any class of voting securities (as such term is used for the purposes of the Bank Holding Company Act of 1956, as amended), (iii) an assignment to a single party (for example, a broker or investment banker) for the purposes of conducting a widespread public distribution, or (iv) to a party who would control more than 50% of the Company's voting securities without giving effect to the shares of non-voting common stock

transferred by the holder. Other than in the event of such transfers, shares of non-voting common stock shall not be convertible into any other security.

During the year ended December 31, 2022, 4,115,058 shares of the Company's non-voting common stock converted into shares of common stock on a one-to-one basis upon the sale of such shares.

Treasury Stock

The Company may issue treasury stock to cover the exercise of stock options and vesting of restricted stock units related to equity incentive plans. The Company issued 2,677 treasury shares at an average cost of $0.32 per share during the year ended December 31, 2023. No treasury shares were issued during the year ended December 31, 2022. The Company intends to issue treasury shares as long as an adequate number of those shares is available.

2023 Follow-On Public Offering

On August 14, 2023, the Company sold 8,000,000 shares of its voting common stock and on September 12, 2023, the Underwriters exercised the Underwriters’ Option in part and purchased an additional 500,000 shares of the Company's voting common stock, in each instance at a price to the public of $32.00 per share. The Company raised aggregate proceeds of $260.1 million, net of underwriter discounts and commissions of $10.9 million and other issuance costs of $1.1 million.

As of December 31, 2023, the Company had reserved shares of common stock for future issuance as follows:

Issued and outstanding stock options

 

 

8,107,861

 

Issued and outstanding restricted stock units

 

 

4,430,725

 

Available for issuance under the 2021 Equity Incentive Plan

 

 

14,846,817

 

Available for issuance under Employee Stock Purchase Plan

 

 

3,856,785

 

Committed to Settling Earn-out Liabilities

 

 

98,162

 

Available for conversion of non-voting common stock

 

 

1,873,320

 

 

 

 

33,213,670