Filed Pursuant to Rule 424(b)(3)

Registration No. 333-258775

PROSPECTUS SUPPLEMENT NO. 2

(to prospectus dated August 23, 2021)

img18673776_0.jpg 

 

PROSPECTUS FOR

155,874,248 SHARES OF COMMON STOCK

3,150,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND

3,150,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF

MARKFORGED HOLDING CORPORATION

 

This prospectus supplement no. 2 (this “prospectus supplement”) amends and supplements the prospectus dated August 23, 2021 (as supplemented or amended from time to time, the “Prospectus”) which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-258775). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2021 (the “Form 10-Q”). Accordingly, we have attached the Form 10-Q to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our common stock and warrants are listed on the New York Stock Exchange under the symbols “MKFG” and “MKFG WS”, respectively. On November 12, 2021, the closing price of our common stock was $7.32 per share and the closing price of our warrants was $1.49 per share.

 

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 15 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 15, 2021.

 

 

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2021

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission File Number: 001-39453

 

Markforged Holding Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

98-1545859

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

 

 

480 Pleasant Street

Watertown, MA

02472

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (866) 496-1805

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

 

Common stock, par value $0.0001 per share

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, $0.0001 par value

MKFG

MKFG.WS

New York Stock Exchange

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of November 15, 2021, the registrant had 185,851,079 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 

 


 

Table of Contents

 

 

 

 

 

 

Page

PART I.

FINANCIAL INFORMATION

1

Item 1.

Condensed Consolidated Financial Statements

1

 

Unaudited Condensed Consolidated Balance Sheets

1

 

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

2

 

Unaudited Statement of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit)

3

 

Unaudited Condensed Consolidated Statements of Cash Flows

5

 

Unaudited Notes to Condensed Consolidated Financial Statements

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

35

Item 4.

Controls and Procedures

35

PART II.

OTHER INFORMATION

37

Item 1.

Legal Proceedings

37

Item 1A.

Risk Factors

37

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

71

Item 3.

Defaults Upon Senior Securities

71

Item 4.

Mine Safety Disclosures

71

Item 5.

Other Information

71

Item 6.

Exhibits

72

Signatures

73

 

 

 


 

Risk Factors Summary

The risk factors detailed in Item 1A entitled “Risk Factors” in this Quarterly Report on Form 10-Q are the risks that we believe are material to our investors and a reader should carefully consider them. Those risks are not all of the risks we face and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur. The following is a summary of the risk factors detailed in Item 1A:

We have a history of net losses and may not be able to achieve profitability for any period in the future or sustain cash flow from operating activities. We have a relatively limited operating history and have experienced rapid growth, which makes evaluating our current business and future prospects difficult and may increase the risk of your investment. Our operating results may fluctuate significantly from period-to-period.
The additive manufacturing industry in which we operate is characterized by rapid technological change, which requires us to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of our products.
A pandemic, epidemic, or outbreak of an infectious disease, such as the COVID-19 pandemic, may materially and adversely affect our business and our financial results and could cause a disruption to the development of our products. The COVID-19 pandemic has caused a material on-going disruption to our business beginning in the second quarter of 2020 and the COVID-19 related supply chain disruptions have adversely impacted our business in the second half of 2021.
We face significant competition in our industry. If we are unable to create new products or meet the demands of our customers, our business could be materially adversely affected.
We depend on our network of value-added resellers and our business could be materially adversely affected if they do not meet our expectations.
We depend heavily on third-party suppliers. If they or their facilities become unavailable or inadequate, our business could be adversely affected. We may experience significant delays in the design, production and launch of our additive manufacturing solutions and enhancements to existing products, and we may be unable to successfully commercialize products on our planned timelines.
We rely on a limited number of third-party logistics providers for distribution of our products, and their failure to effectively distribute our products, including because of delays and disruptions caused by current conditions in global shipping capacity would adversely affect our sales.
If demand for our products does not grow as expected, or if market adoption of additive manufacturing does not continue to develop, or develops more slowly than expected, our revenues may stagnate or decline, and our business may be adversely affected.
Defects in new products or in enhancements to our existing products that give rise to product returns or warranty or other claims could result in material expenses, diversion of management time and attention and damage to our reputation.
We may be unable to consistently manufacture our products to the necessary specifications or in quantities necessary to meet demand at an acceptable cost or at an acceptable performance level. As manufacturing becomes a larger part of our operations, we will become exposed to accompanying risks and liabilities. We depend on a limited number of third-party contract manufacturers for a substantial portion of our manufacturing needs and we depend on a number of suppliers for other parts and components; in the second half of 2021, we have increasingly experienced, and expect to continue to experience, price increases, supply shortages and delays and any such delay, disruption or quality control problems in their operations, including due to the COVID-19 pandemic, could cause harm to our operations, including loss of market share, reduced margins and damage to our brand.
We have experienced, and expect to continue to experience, rapid growth and organizational change since our inception. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or attract new employees and customers.
A real or perceived defect, security vulnerability, error or performance failure in our software or technical problems or disruptions caused by our third-party service providers could cause us to lose revenue, damage our reputation and expose us to liability.
Our existing and planned global operations subject us to a variety of risks and uncertainties that could adversely affect our business and operating results. Our business is subject to risks associated with selling machines and other products in non-United States locations. Global economic, political and social conditions and uncertainties in the market that we serve may adversely impact our business.

 


 

A significant portion of our business depends on sales to the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business.
We are, and have been in the recent past, subject to business and intellectual property litigation. We could be subject to personal injury, property damage, product liability, warranty and other claims involving allegedly defective products that we supply. We could face liability if our additive manufacturing solutions are used by our customers to print dangerous objects.
If we are unable to adequately protect our proprietary technology or obtain and maintain patent protection for our technology and products or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to successfully commercialize our technology and products may be impaired.
We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain effective internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

EXPLANATORY NOTE

On July 14, 2021, we consummated the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of February 23, 2021 (the “Merger Agreement”), by and among one, a Cayman Islands exempted company limited by shares (“one”), Caspian Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of one (“Merger Sub”), and MarkForged, Inc., a Delaware corporation (“Legacy Markforged”). As a result of the Merger, Legacy Markforged merged with and into Merger Sub with Legacy Markforged surviving as our wholly-owned subsidiary and, following one’s filing of a notice of deregistration and necessary accompanying documents with the Cayman Islands Registrar of Companies, and a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which one was domesticated, one changed its name to “Markforged Holding Corporation.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for our future operations of Markforged Holding Corporation. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strive”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this Quarterly Report on Form 10-Q include, for example, statements about:

the benefits of the Merger and our ability to realize such benefits;
our financial performance;
the effect of uncertainties related to the COVID-19 pandemic and global supply chain disruptions;
the expected growth of the additive manufacturing industry;
our anticipated growth and our ability to achieve and maintain profitability in the future;
the impact of the regulatory environment and complexities with compliance related to such environment on us;
our ability to respond to general economic, political and business conditions;
our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth;
the success of our marketing efforts and our ability to expand our customer base;
our ability to develop and deliver new products, features and functionality that are competitive and meet market needs;

 


 

our ability to maintain an effective system of internal controls over financial reporting;
our ability to remediate our material weaknesses in our internal control of financial reporting;
our ability to grow and manage growth profitably and retain key employees; and
the outcome of legal or governmental proceedings that may be instituted against us.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

 


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

 

MARKFORGED HOLDING CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

As of September 30, 2021 and December 31, 2020

(In thousands, except share data and par value amounts) (Unaudited)

 

 

 

September 30,
2021

 

 

December 31,
2020

 

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

 

$

296,735

 

 

$

58,715

 

Accounts receivable, net

 

 

24,071

 

 

 

16,601

 

Inventory

 

 

11,270

 

 

 

6,553

 

Prepaid expenses

 

 

5,397

 

 

 

1,496

 

Other current assets

 

 

511

 

 

 

1,373

 

Total current assets

 

 

337,984

 

 

 

84,738

 

Property and equipment, net

 

 

5,335

 

 

 

4,281

 

Other assets

 

 

773

 

 

 

584

 

Total assets

 

$

344,092

 

 

$

89,603

 

Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit)

 

 

 

Current liabilities

 

 

 

Accounts payable

 

$

2,213

 

 

$

3,369

 

Accrued expenses

 

 

13,641

 

 

 

8,168

 

Deferred revenue

 

 

5,552

 

 

 

6,196

 

Other current liabilities

 

 

294

 

 

 

300

 

Total current liabilities

 

 

21,700

 

 

 

18,033

 

Long-term debt

 

 

 

 

 

5,022

 

Long-term deferred revenue

 

 

3,130

 

 

 

2,905

 

Deferred rent

 

 

1,426

 

 

 

1,073

 

Contingent earnout liability

 

 

80,419

 

 

 

 

Other liabilities

 

 

4,284

 

 

 

545

 

Total liabilities

 

 

110,959

 

 

 

27,578

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

Convertible preferred stock (Note 9)

 

 

 

 

 

137,497

 

Stockholders’ equity (deficit)

 

 

 

 

 

 

Common stock, $0.0001 par value; 1,000,000,000 and 183,300,000 shares authorized at September 30, 2021 and December 31, 2020; 185,697,959 and 39,510,108 shares issued at September 30, 2021 and December 31, 2020, respectively

 

 

19

 

 

 

4

 

Additional paid-in capital

 

 

312,084

 

 

 

5,538

 

Treasury stock, 0 shares at September 30, 2021 and 483,479 shares at December 31, 2020

 

 

 

 

 

(1,450

)

Accumulated deficit

 

 

(78,970

)

 

 

(79,564

)

Total stockholders’ equity (deficit)

 

 

233,133

 

 

 

(75,472

)

Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)

 

$

344,092

 

 

$

89,603

 

 

See notes to the unaudited condensed consolidated financial statements.

1


 

MARKFORGED HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

For the three and nine months ended September 30, 2021 and 2020

(In thousands, except share data and per share data) (Unaudited)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

$

24,045

 

 

$

15,639

 

 

$

64,584

 

 

$

47,514

 

Cost of revenue

 

10,330

 

 

 

6,319

 

 

 

26,729

 

 

 

21,316

 

Gross profit

 

13,715

 

 

 

9,320

 

 

 

37,855

 

 

 

26,198

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

10,399

 

 

 

4,982

 

 

 

25,711

 

 

 

16,744

 

Research and development

 

9,761

 

 

 

4,031

 

 

 

21,487

 

 

 

12,883

 

General and administrative

 

15,935

 

 

 

3,889

 

 

 

32,770

 

 

 

11,138

 

Total operating expenses

 

36,095

 

 

 

12,902

 

 

 

79,968

 

 

 

40,765

 

Loss from operations

 

(22,380

)

 

 

(3,582

)

 

 

(42,113

)

 

 

(14,567

)

Change in fair value of warrant liabilities

 

1,418

 

 

 

(66

)

 

 

170

 

 

 

(79

)

Change in fair value of contingent earnout liability

 

42,710

 

 

 

-

 

 

 

42,710

 

 

 

-

 

Other (expense) income, net

 

(48

)

 

 

(25

)

 

 

(168

)

 

 

11

 

Interest expense

 

(6

)

 

 

(23

)

 

 

(15

)

 

 

(51

)

Interest income

 

6

 

 

 

3

 

 

 

9

 

 

 

146

 

Profit (loss) before income taxes

 

21,700

 

 

 

(3,693

)

 

 

593

 

 

 

(14,540

)

Income tax (benefit) expense

 

(3

)

 

26

 

 

 

(1

)

 

 

113

 

Net profit (loss) and comprehensive income (loss)

$

21,703

 

 

$

(3,719

)

 

$

594

 

 

$

(14,653

)

Weighted average shares outstanding - basic

 

162,942,990

 

 

 

38,545,607

 

 

 

81,373,265

 

 

 

38,149,992

 

Weighted average shares outstanding - diluted

 

167,091,320

 

 

 

38,545,607

 

 

 

85,407,166

 

 

 

38,149,992

 

Net profit (loss) per share - basic

$

0.13

 

 

$

(0.10

)

 

$

0.01

 

 

$

(0.38

)

Net profit (loss) per share - diluted

 

0.13

 

 

 

(0.10

)

 

 

0.01

 

 

 

(0.38

)

 

See notes to the unaudited condensed consolidated financial statements.

2


 

MARKFORGED HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

For the three and nine months ended September 30, 2021 and 2020

(In thousands, except share data) (Unaudited)

 

 

 

Convertible Preferred Stock

 

 

Common Stock

 

 

Additional
Paid-in

 

 

Treasury Stock

 

 

Note

 

 

Accumulated

 

 

Total
Stockholders’
Equity

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Shares

 

 

Amount

 

 

Receivable

 

 

Deficit

 

 

(Deficit)

 

 

Total

 

December 31, 2020

 

 

107,592,801

 

 

$

137,497

 

 

 

39,510,108

 

 

$

4

 

 

$

5,538

 

 

 

483,479

 

 

$

(1,450

)

 

$

 

 

$

(79,564

)

 

$

(75,472

)

 

$

62,025

 

Exercise of common
   stock options

 

 

 

 

 

 

 

 

714,170

 

 

 

 

 

 

356

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

356

 

 

 

356

 

Stock-based
   compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,195

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,195

 

 

 

1,195

 

Exercise of Series D
   warrants

 

 

20,037

 

 

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100

 

Net profit (loss) and
   comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,020

)

 

 

(10,020

)

 

 

(10,020

)

March 31, 2021

 

 

107,612,838

 

 

$

137,597

 

 

 

40,224,277

 

 

$

4

 

 

$

7,089

 

 

 

483,479

 

 

$

(1,450

)

 

$

 

 

$

(89,584

)

 

$

(83,941

)

 

$

53,656

 

Exercise of common
   stock options

 

 

 

 

 

 

 

 

102,237

 

 

 

 

 

 

62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

62

 

 

$

62

 

Stock-based
   compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,779

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,779

 

 

 

1,779

 

Exercise of Series D
   warrants

 

 

71,139

 

 

 

355

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

355

 

Exercise of common stock
   warrants, net of shares withheld for exercise

 

 

 

 

 

 

 

 

179,572

 

 

 

 

 

 

1,793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,793

 

 

 

1,793

 

Net profit (loss) and
   comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,089

)

 

 

(11,089

)

 

 

(11,089

)

June 30, 2021

 

 

107,683,977

 

 

$

137,952

 

 

 

40,506,086

 

 

$

4

 

 

$

10,723

 

 

 

483,479

 

 

$

(1,450

)

 

$

 

 

$

(100,673

)

 

$

(91,396

)

 

$

46,556

 

Exercise of common
   stock options

 

 

 

 

 

 

 

 

1,016,004

 

 

 

 

 

 

1,309

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,309

 

 

 

1,309

 

Stock-based
   compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,800

 

 

 

2,800

 

Exercise of Series D
   warrants

 

 

19,036

 

 

 

95

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

95

 

Conversion of convertible preferred stock into common stock upon reverse recapitalization

 

 

(107,703,013

)

 

 

(138,047

)

 

 

107,703,013

 

 

 

11

 

 

 

138,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

138,047

 

 

 

 

Retirement of Treasury Stock upon reverse recapitalization

 

 

 

 

 

 

 

 

(483,479

)

 

 

 

 

 

(1,450

)

 

 

(483,479

)

 

 

1,450

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase of common stock upon reverse recapitalization

 

 

 

 

 

 

 

 

(4,499,998

)

 

 

 

 

 

(45,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(45,000

)

 

 

(45,000

)

Issuance of common stock upon the reverse recapitalization, net of transaction costs

 

 

 

 

 

 

 

 

20,456,333

 

 

 

2

 

 

 

113,176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

113,178

 

 

 

113,178

 

Issuance of common stock related to PIPE Investment

 

 

 

 

 

 

 

 

21,000,000

 

 

 

2

 

 

 

209,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

210,000

 

 

 

210,000

 

Recognition of derivative liability related to earnout

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(123,129

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(123,129

)

 

 

(123,129

)

Earnout stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,621

 

 

 

5,621

 

Net profit (loss) and
   comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,703

 

 

 

21,703

 

 

 

21,703

 

September 30, 2021

 

 

 

 

$

 

 

 

185,697,959

 

 

$

19

 

 

$

312,084

 

 

 

 

 

$

 

 

$

 

 

$

(78,970

)

 

$

233,133

 

 

$

233,133

 

 

3


 

 

 

Convertible Preferred Stock

 

 

Common Stock

 

 

Additional
Paid-in

 

 

Treasury Stock

 

 

Note

 

 

Accumulated

 

 

Total
Stockholders’

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Shares

 

 

Amount

 

 

Receivable

 

 

Deficit

 

 

Deficit

 

 

Total

 

December 31, 2019

 

 

107,452,541

 

 

$

136,797

 

 

 

37,385,121

 

 

$

4

 

 

$

2,008

 

 

 

233,007

 

 

$

(624

)

 

$

(170

)

 

$

(61,579

)

 

$

(60,361

)

 

$

76,436

 

Exercise of common
   stock options

 

 

 

 

 

 

 

 

809,489

 

 

 

 

 

 

430

 

 

 

 

 

 

 

 

 

170

 

 

 

 

 

 

600

 

 

 

600

 

Stock-based
   compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

504

 

 

 

504

 

Exercise of Series D
   warrants

 

 

10,018

 

 

 

50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50

 

Net profit (loss) and
   comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,245

)

 

 

(5,245

)

 

 

(5,245

)

March 30, 2020

 

 

107,462,558

 

 

$

136,847

 

 

 

38,194,610

 

 

$

4

 

 

$

2,942

 

 

 

233,007

 

 

$

(624

)

 

$

 

 

$

(66,824

)

 

$

(64,502

)

 

$

72,345

 

Exercise of common
   stock options

 

 

 

 

 

 

 

 

337,846

 

 

 

 

 

 

55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

55

 

 

 

55

 

Stock-based
   compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

503

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

503

 

 

 

503

 

Exercise of Series D
   warrants

 

 

60,112

 

 

 

300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

300

 

Net profit (loss) and
   comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,689

)

 

 

(5,689

)

 

 

(5,689

)

June 30, 2020

 

 

107,522,670

 

 

$

137,147

 

 

 

38,532,456

 

 

$

4

 

 

$

3,500

 

 

 

233,007

 

 

$

(624

)

 

$

 

 

$

(72,513

)

 

$

(69,633

)

 

$

67,514

 

Exercise of common
   stock options

 

 

 

 

 

 

 

 

376,048

 

 

 

 

 

 

172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

172