| Capital Structure | 7. Capital Structure Common Stock As of March 31, 2022 and
December 31, 2021, the Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.00001 per share. As of
March 31, 2022 and December 31, 2021, the Company had 27,094,430 and 26,487,680 shares of common stock issued and outstanding, respectively.
Holders of common stock have no preemptive, conversion or subscription rights and there is no redemption or sinking fund provisions applicable
to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of preferred stock that the Company may designate in the future. Convertible Preferred Stock In October 2021, the Company
amended its Certificate of Incorporation and revised the number of preferred stock shares authorized for issuance to 10,000,000 shares
at a par value of $0.00001. As of March 31, 2022, there were no shares issued and outstanding against these shares. Conversion The Company’s convertible
preferred stock shares that were outstanding at the completion of the IPO on October 20, 2021 automatically converted to shares of common
stock on a 1:1 basis. As of March 31, 2021 and prior to the completion of the IPO, the Company was authorized to issue up to 21,982,491
shares of preferred stock at a par value of $0.00001. The authorized, issued and
outstanding shares of the convertible preferred stock and liquidation preferences prior to the IPO were as follows:
Series Shares Shares Per Share Aggregate Gross
Series A 10,157,843 10,157,843 0.6842 6,949,996 6,949,996
Series B 6,567,670 6,567,670 3.3939 22,290,015 22,290,015
Series C 5,256,978 5,256,978 15.7933 83,025,031 83,025,031
21,982,491 21,982,491 112,265,042 112,265,042 Dividends The holders of preferred
stock are entitled to receive dividends, when and if declared by the Company’s Board of Directors, out of any legally available
funds. The holders of preferred stock are entitled to receive dividends, prior and in preference to dividends declared on common stock,
at the rate of: Series A - $0.0411 per share per annum; Series B - $0.2036 per share per annum; and Series C - $0.9476
per share per annum. Dividends are non-cumulative and will be paid pro rata, on an equal priority, pari passu basis. After payment of
preferred stock dividends, any additional dividends will be paid ratably among holders of common stock and preferred stock on an as converted
to Common Stock basis. As of March 31, 2022 and December 31, 2021, no dividends have been declared. Voting The holder of each share
of Preferred Stock is entitled to voting rights equal to the number of shares of common stock. Preferred stockholders shall
cast the number of votes equal to the number of whole shares of common stock into which the shares of Preferred Stock held by such holder
are convertible. So long as any shares of Series A Preferred Stock remain outstanding, the holders of the Series A Preferred Stock, voting
as a separate class, are entitled to elect one director of the Company. So long as any shares of Series B Preferred Stock remain outstanding,
the holders of the Series B Preferred Stock, voting as a separate class, are entitled to elect one director of the Company. So long as
any shares of Series C Preferred Stock remain outstanding, the holders of the Series C Preferred Stock, voting as a separate class, are
entitled to elect one director of the Company. The holders of Common Stock, voting as a separate class, are entitled to elect two directors
of the Company. The holders of Preferred Stock and Common Stock, on an as converted to basis, are entitled to elect any remaining members
to the Board of Directors. Liquidation In the event of any liquidation,
dissolution or winding up of the Company, either voluntary or involuntary, the holders of preferred stock on a pari passu basis, are entitled
to receive, prior to and in preference over holders of common stock, an amount equal to the original issuance price—Series A - $0.6842
per share; Series B - $3.3939 per share; and Series C - $15.7933 per share. 2) If the assets of the Company available for distribution
to its stockholders shall be insufficient to pay the holders of the shares of Preferred Stock the full amount to which they are entitled,
the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion
to the respective amount which would otherwise be payable in respect to the share of Preferred Stock held by them upon such distribution
if all amounts payable on or with respect to such shares were paid in full. |
