Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 08, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Winc, Inc. | |
Entity Central Index Key | 0001782627 | |
Entity Tax Identification Number | 45-2988960 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-41055 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1751 Berkeley St, Studio 3 | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90404 | |
City Area Code | 800 | |
Local Phone Number | 297-1760 | |
Trading Symbol | WBEV | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NYSEAMER | |
Entity Common Stock, Shares Outstanding | 13,159,170 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,612 | $ 7,008 |
Accounts receivable, net of allowance for doubtful accounts and sales returns of $0.7 million and $0.2 million as of September 30, 2021 and December 31, 2020, respectively | 2,886 | 1,505 |
Inventory | 22,371 | 11,880 |
Prepaid expenses and other current assets | 4,463 | 3,046 |
Total current assets | 31,332 | 23,439 |
Property and equipment, net | 826 | 654 |
Intangible assets, net | 9,834 | 0 |
Other assets | 2,209 | 131 |
Total assets | 44,201 | 24,224 |
Current liabilities: | ||
Accounts payable | 5,482 | 3,673 |
Accrued liabilities | 6,136 | 4,759 |
Contract liabilities | 10,995 | 8,691 |
Current portion of long-term debt | 1,205 | 1,526 |
Line of credit | 5,500 | 0 |
Total current liabilities | 29,318 | 18,649 |
Deferred rent | 139 | 223 |
Warrant liabilities | 3,746 | 1,067 |
Paycheck Protection Program note payable | 0 | 1,364 |
Long-term debt, net | 0 | 812 |
Early exercise stock option liability | 1,974 | 0 |
Other liabilities | 1,433 | 496 |
Total liabilities | 36,610 | 22,611 |
Commitments and contingencies (Note 11) | ||
Redeemable convertible preferred stock, $0.0001 par value, 80,083,782 and 71,512,354 shares authorized, 8,384,906 and 7,266,986 shares issued and outstanding, aggregate liquidation preference of $87,385 and $71,746 as of September 30, 2021 and December 31, 2020, respectively | 68,884 | 56,462 |
Stockholders' deficit: | ||
Common stock, $0.0001 par value, 115,490,000 and 106,910,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively, 3,153,906 and 945,794, shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 2 | 1 |
Treasury stock (168,750 shares outstanding as of both September 30, 2021 and December 31, 2020) | (7) | (7) |
Additional paid-in capital | 4,854 | 2,229 |
Accumulated deficit | (66,142) | (57,072) |
Total stockholders' deficit | (61,293) | (54,849) |
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | $ 44,201 | $ 24,224 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 700,000 | $ 200,000 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 80,083,782 | 71,512,354 |
Temporary equity, shares issued | 8,384,906 | 7,266,986 |
Redeemable Convertible Preferred Stock, Begging Balance, Shares | 8,384,906 | 7,266,986 |
Temporary equity, liquidation preference | $ 87,385 | $ 71,746 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 115,490,000 | 106,910,000 |
Common stock, shares issued | 3,153,906 | 945,794 |
Common stock, shares outstanding | 3,153,906 | 945,794 |
Treasury stock, common shares | 168,750 | 168,750 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net revenues | $ 18,457 | $ 17,848 | $ 53,573 | $ 47,014 |
Cost of revenues | 10,653 | 10,302 | 30,605 | 28,525 |
Gross profit | 7,804 | 7,546 | 22,968 | 18,489 |
Operating expenses: | ||||
Marketing | 3,700 | 4,824 | 11,678 | 11,772 |
Personnel | 7,153 | 2,055 | 12,540 | 5,521 |
General and administrative | 2,987 | 1,744 | 8,555 | 5,117 |
Production and operation | 44 | 47 | 97 | 136 |
Creative development | 131 | 19 | 287 | 73 |
Total operating expenses | 14,015 | 8,689 | 33,157 | 22,619 |
Loss from operations | (6,211) | (1,143) | (10,189) | (4,130) |
Other income (expense) | ||||
Interest expense | (127) | (145) | (548) | (676) |
Change in fair value of warrant liabilities | 248 | 0 | (644) | (229) |
Other income (expense), net | 358 | (27) | 2,330 | (19) |
Total other income (expense), net | 479 | (172) | 1,138 | (924) |
Loss before provision for income taxes | (5,732) | (1,315) | (9,051) | (5,054) |
Income tax expense | 1 | 9 | 17 | 15 |
Net loss | $ (5,733) | $ (1,324) | $ (9,068) | $ (5,069) |
Net loss per common share: | ||||
Basic and diluted | $ (2.55) | $ (1.49) | $ (4.72) | $ (5.70) |
Weighted-average common shares outstanding: | ||||
Basic and diluted | 2,252,128 | 889,559 | 1,922,559 | 889,559 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Deficit (Unaudited) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Common Stock | Treasury Stock | Promissory Notes for Common Stock Issued | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2019 | $ (48,184) | $ 1 | $ (7) | $ 1,936 | $ (50,114) | ||
Beginning Balance, Shares at Dec. 31, 2019 | 889,544 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Beginning Balance at Dec. 31, 2019 | $ 49,629 | ||||||
Redeemable Convertible Preferred Stock, Beginning Balance, Shares at Dec. 31, 2019 | 6,401,491 | ||||||
Stock-based compensation expense | 110 | 110 | |||||
Issuance of Series D Preferred Stock, net of issuance costs | $ 5,333 | ||||||
Issuance of Series D Preferred Stock, net of issuance costs, Shares | 632,753 | ||||||
Net loss | (3,746) | (3,746) | |||||
Ending Balance at Jun. 30, 2020 | (51,820) | $ 1 | $ (7) | 2,046 | (53,860) | ||
Ending Balance, Shares at Jun. 30, 2020 | 889,544 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Ending Balance at Jun. 30, 2020 | $ 54,962 | ||||||
Redeemable Convertible Preferred Stock, Ending Balance, Shares at Jun. 30, 2020 | 7,034,244 | ||||||
Beginning Balance at Dec. 31, 2019 | (48,184) | $ 1 | $ (7) | 1,936 | (50,114) | ||
Beginning Balance, Shares at Dec. 31, 2019 | 889,544 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Beginning Balance at Dec. 31, 2019 | $ 49,629 | ||||||
Redeemable Convertible Preferred Stock, Beginning Balance, Shares at Dec. 31, 2019 | 6,401,491 | ||||||
Net loss | (5,069) | ||||||
Ending Balance at Sep. 30, 2020 | (53,080) | $ 1 | $ (7) | 2,110 | (55,184) | ||
Ending Balance, Shares at Sep. 30, 2020 | 889,544 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Ending Balance at Sep. 30, 2020 | $ 54,493 | ||||||
Redeemable Convertible Preferred Stock, Ending Balance, Shares at Sep. 30, 2020 | 7,066,875 | ||||||
Beginning Balance at Jun. 30, 2020 | (51,820) | $ 1 | $ (7) | 2,046 | (53,860) | ||
Beginning Balance, Shares at Jun. 30, 2020 | 889,544 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Beginning Balance at Jun. 30, 2020 | $ 54,962 | ||||||
Redeemable Convertible Preferred Stock, Beginning Balance, Shares at Jun. 30, 2020 | 7,034,244 | ||||||
Stock-based compensation expense | 64 | 64 | |||||
Issuance of Series D Preferred Stock, net of issuance costs | $ (33) | ||||||
Issuance of Series D Preferred Stock, net of issuance costs, Shares | 32,631 | ||||||
Issuance of Series E Preferred Stock, net of issuance costs | $ (436) | ||||||
Net loss | (1,324) | (1,324) | |||||
Ending Balance at Sep. 30, 2020 | (53,080) | $ 1 | $ (7) | 2,110 | (55,184) | ||
Ending Balance, Shares at Sep. 30, 2020 | 889,544 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Ending Balance at Sep. 30, 2020 | $ 54,493 | ||||||
Redeemable Convertible Preferred Stock, Ending Balance, Shares at Sep. 30, 2020 | 7,066,875 | ||||||
Beginning Balance at Dec. 31, 2020 | (54,849) | $ 1 | $ (7) | $ 0 | 2,229 | (57,072) | |
Beginning Balance, Shares at Dec. 31, 2020 | 945,794 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Beginning Balance at Dec. 31, 2020 | $ 56,462 | $ 56,462 | |||||
Redeemable Convertible Preferred Stock, Beginning Balance, Shares at Dec. 31, 2020 | 7,266,986 | 7,266,986 | |||||
Stock-based compensation expense | $ 172 | 172 | |||||
Stock option exercises | 1,628 | $ 1 | 1,627 | ||||
Stock option exercises, Shares | 2,109,308 | ||||||
Vesting of early exercised stock options | 5 | 5 | |||||
Employee promissory notes issued for the exercise of stock options | (3,453) | (3,453) | |||||
Issuance of Series E Preferred Stock, net of issuance costs | $ 4,162 | ||||||
Issuance of Series E Preferred Stock, net of issuance costs, Shares | 332,220 | ||||||
Issuance of Series F Preferred Stock, net of issuance costs | $ 7,272 | ||||||
Issuance of Series F Preferred Stock, net of issuance costs, Shares | 714,272 | ||||||
Issuance of Series F Preferred Stock in connection with an acquisition | $ 1,000 | ||||||
Issuance of Series F Preferred Stock in connection with an acquisition, Shares | 71,428 | ||||||
Net loss | (3,337) | (3,337) | |||||
Ending Balance at Jun. 30, 2021 | (59,834) | $ 2 | $ (7) | (3,453) | 4,033 | (60,409) | |
Ending Balance, Shares at Jun. 30, 2021 | 3,055,102 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Ending Balance at Jun. 30, 2021 | $ 68,896 | ||||||
Redeemable Convertible Preferred Stock, Ending Balance, Shares at Jun. 30, 2021 | 8,384,906 | ||||||
Beginning Balance at Dec. 31, 2020 | (54,849) | $ 1 | $ (7) | 0 | 2,229 | (57,072) | |
Beginning Balance, Shares at Dec. 31, 2020 | 945,794 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Beginning Balance at Dec. 31, 2020 | $ 56,462 | $ 56,462 | |||||
Redeemable Convertible Preferred Stock, Beginning Balance, Shares at Dec. 31, 2020 | 7,266,986 | 7,266,986 | |||||
Stock option exercises, Shares | 2,124,046 | ||||||
Vesting of early exercised stock options | $ 199 | ||||||
Employee promissory notes issued for the exercise of stock options | 3,453 | ||||||
Net loss | (9,068) | ||||||
Ending Balance at Sep. 30, 2021 | (61,293) | $ 2 | $ (7) | 0 | 4,854 | (66,142) | |
Ending Balance, Shares at Sep. 30, 2021 | 3,070,934 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Ending Balance at Sep. 30, 2021 | $ 68,884 | $ 68,884 | |||||
Redeemable Convertible Preferred Stock, Ending Balance, Shares at Sep. 30, 2021 | 8,384,906 | 8,384,906 | |||||
Beginning Balance at Jun. 30, 2021 | $ (59,834) | $ 2 | $ (7) | (3,453) | 4,033 | (60,409) | |
Beginning Balance, Shares at Jun. 30, 2021 | 3,055,102 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Beginning Balance at Jun. 30, 2021 | $ 68,896 | ||||||
Redeemable Convertible Preferred Stock, Beginning Balance, Shares at Jun. 30, 2021 | 8,384,906 | ||||||
Stock-based compensation expense | 819 | 819 | |||||
Stock option exercises | 29 | 29 | |||||
Stock option exercises, Shares | 15,832 | ||||||
Vesting of early exercised stock options | (27) | (27) | |||||
Forgiveness of promissory notes receivable | 3,453 | 3,453 | |||||
Issuance of Series E Preferred Stock, net of issuance costs | $ (12) | ||||||
Net loss | (5,733) | (5,733) | |||||
Ending Balance at Sep. 30, 2021 | (61,293) | $ 2 | $ (7) | $ 0 | $ 4,854 | $ (66,142) | |
Ending Balance, Shares at Sep. 30, 2021 | 3,070,934 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Ending Balance at Sep. 30, 2021 | $ 68,884 | $ 68,884 | |||||
Redeemable Convertible Preferred Stock, Ending Balance, Shares at Sep. 30, 2021 | 8,384,906 | 8,384,906 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Deficit (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Series E Preferred Stock | |||
Issuance costs | $ 499 | ||
Series F Preferred Stock | |||
Issuance costs | $ 694 | ||
Series D Preferred Stock | |||
Issuance costs | $ 402 | $ 1,831 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities | ||||||
Net loss | $ (9,068) | $ (5,069) | ||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||
Depreciation and amortization expense | $ 200 | $ 100 | 520 | 396 | ||
Amortization of debt issuance costs | 118 | 197 | ||||
Stock-based compensation | 991 | 174 | ||||
Change in fair value of warrant liabilities | (248) | 0 | 644 | 229 | ||
Forgiveness of employee loans | 3,492 | |||||
Interest income from employee promissory notes | (38) | |||||
Gain on debt forgiveness - Paycheck Protection Program note payable | (1,364) | |||||
Change in operating assets and liabilities: | ||||||
Accounts receivable | 114 | (347) | ||||
Inventory | (8,362) | (1,304) | ||||
Prepaid expenses and other current assets | (1,662) | 431 | ||||
Other assets | (1,845) | |||||
Accounts payable | 57 | 680 | ||||
Accrued liabilities | 377 | 1,732 | ||||
Contract liabilities | 2,304 | 4,609 | ||||
Deferred rent | (84) | (61) | ||||
Other liabilities | 10 | 235 | ||||
Net cash (used in) provided by operating activities | (13,796) | 1,902 | ||||
Cash flows from investing activities | ||||||
Cash paid for asset acquisition | (8,758) | |||||
Purchase of property and equipment | (483) | (283) | ||||
Loans for employee advances | (6) | (8) | ||||
Net cash used in investing activities | (9,247) | (291) | ||||
Cash flows from financing activities | ||||||
Proceeds from Paycheck Protection Program note payable | 0 | 1,364 | ||||
Borrowings (payments) on line of credit, net | 5,500 | (6,000) | ||||
Repayments of long-term debt | (1,250) | (1,250) | ||||
Proceeds from issuance of preferred stock and warrants, net of issuance costs | 13,298 | 4,865 | ||||
Proceeds from exercise of employee stock options | 99 | |||||
Net cash provided by (used in) financing activities | 17,647 | (1,021) | ||||
Net (decrease) increase in cash | (5,396) | 590 | ||||
Cash at beginning of period | $ 7,008 | 7,008 | 6,418 | $ 6,418 | ||
Cash at end of period | 1,612 | $ 7,008 | 1,612 | 7,008 | $ 7,008 | |
Supplemental disclosure of cash flow information: | ||||||
Interest paid | 208 | 525 | ||||
Taxes paid | 51 | $ 23 | ||||
Noncash investing and financing activities | ||||||
Deferred offering costs in accounts payable and accrued liabilities | 1,308 | |||||
Employee promissory notes issued for the exercise of stock options | (3,453) | 3,453 | ||||
Forgiveness of employee promissory notes issued for stock option exercises | (3,453) | |||||
Vesting of early exercised stock options | $ (27) | $ 5 | 199 | |||
Forgiveness of Paycheck Protection Program note payable | (1,364) | |||||
Issued shares of redeemable convertible preferred stock in connection with acquisitions | $ 1,000 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Note 1. Description of Business Winc, Inc. (the “Company” or “Winc”) is a Delaware corporation, which was originally incorporated on August 11, 2011. The Company is a producer of innovative alcoholic beverage products available for purchase through wholesale and direct-to-consumer (“DTC") channels. The Company’s products are available in the wholesale channel at premium retailers and restaurants throughout the country, including Wholefoods, Trader Joe’s and Target. In the DTC channel, the Company offers participation in its membership rewards program (“Insider Access”) that enables consumers to gain access to member-only pricing, emails, newsletters, special offers, and other updates to maximize their experience. Insider Access customers are charged a monthly fee in exchange for credits which the customer may redeem for the Company’s products at any time through the winc.com platform. The Company develops its products in conjunction with winemakers, vineyards, distillers and manufacturers, both domestically and internationally, which are then transported to a centralized processing and distribution facility on California’s Central Coast. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Winc and its wholly-owned subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and are the responsibility of the Company’s management. These unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2020 as contained within our filed Form S-1, declared effective on November 10, 2021. The Company’s accounting policies are consistent with those presented in the audited consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated balance sheet at December 31, 2020 contained in the above-referenced Form S-1. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year or any future interim periods. Initial Public Offering and Reverse Stock Split On Novemb er 11, 2021 , the Company completed its initial public offering ("IPO") through an underwritten sale of 1,692,308 shares of its common stock at a price of $ 13.00 per share. The aggregate net proceeds from the offering after deducting underwriting discounts and commissions and other offering expenses, were approximately $17.9 millio n. Concurrent with the IPO, all then-outstanding shares of the Company's redeemable convertible preferred stock outstanding (see Note 14) were automatically converted into an aggregate of 8,384,906 issued common shares and were reclassified into permanent equity. Following the IPO, there were no shares of redeemable convertible preferred stock outstanding. In advance of the IPO, o n October 12, 2021, the Company’s Board of Directors and stockholders approved an 8-to-1 reverse stock split of the Company’s outstanding capital stock. Common stock par value w as not affected by the reverse split. All share and per share information included in the accompanying financial statements has been adjusted to reflect this reverse stock split. The condensed financial statements as of September 30, 2021, including share and per share amounts, do not give effect to the IPO, the conversion o f the redeemable convertible preferred stock into common stock and related reclassification into permanent equity, as the IPO and such conversions and reclassifications into permanent equity were completed subsequent to September 30, 2021. Reclassifications Certain reclassifications have been made to the prior periods’ consolidated financial statements in order to conform to the current period presentation. These reclassifications did not impact any prior amounts of net loss or cash flows. Liquidity Matters As of September 30, 2021, the Company had $ 1.6 million of cash, an accumulated deficit of $ 66.1 million and negative cash flows from operating activities of $ 13.8 million. The Company had a net loss of $ 9.1 million during the nine months ended September 30, 2021. Through September 30, 2021, the Company has been dependent on debt and equity financing to fund its operations. During the nine months ended September 30, 2021, the Company issued and sold 714,272 shares of Series F redeemable convertible preferred stock for net proceeds of $ 9.1 million (excludes the issuance of 71,428 shares of Series F Preferred Stock in connection with the acquisition of certain assets of Natural Merchants, Inc. – see Note 3 – and includes proceeds allocated to warrants issued in connection with the Series F offering – see Note 10) and 332,220 shares of Series E redeemable convertible preferred stock for net proceeds of $ 4.2 million. Additionally, the Company raised $ 17.9 million from its IPO in November 2021. The Company’s management believes it will continue to obtain third party financing to support future operations until the Company itself achieves profitability on a stand-alone basis. However, there can be no assurance that projected revenue growth and improvement in operating results will occur or that the Company will successfully implement its plans. In the event cash flow from operations and borrowings are not sufficient, additional sources of financing, such as equity offerings, will be required in order to maintain the Company’s current operations. Management believes that the Company’s existing cash as of September 30, 2021, plus other sources of financing and the net proceeds from future debt and/or equity offerings, including proceeds from the IPO in November 2021, is sufficient to support operations for at least the next 12 months following issuance of these condensed consolidated financial statements. Deferred Offering Costs Costs directly related to the Company’s IPO are deferred for expense recognition and instead capitalized and recorded within other assets (non-current) on the accompanying condensed consolidated balance sheets. These costs consist of legal fees, accounting fees, and other applicable professional services. These deferred offering costs were reclassified to additional paid in capital upon the closing of the IPO on November 11, 2021. There were no deferred offering costs capitalized as of December 31, 2020. As of September 30, 2021, $ 2.0 million of deferred offering costs had be en capitalized. COVID-19 Pandemic On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. In response, extraordinary actions were taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of the COVID-19 pandemic in regions throughout the world. These actions included travel bans, quarantines, “stay-at-home” orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. Some of these measures have since been rescinded, but the Company continues to take precautionary measures in order to minimize the risk of the virus to its employees and the communities in which it operates. While the impacts of the COVID-19 pandemic have generally stabilized during 2021, there remains uncertainty around the broader implications of the COVID-19 pandemic on the Company’s results of operations and overall financial performance. The COVID-19 pandemic has, to date, not had a material adverse impact on the Company's results of operations or ability to raise funds to sustain operations. The economic effects of the pandemic and resulting long-term societal changes are currently not predictable, and the future financial impacts could vary from those foreseen. Emerging growth company status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it: (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, fair value of financial instruments, fair value of acquired assets, revenue recognition, and stock-based compensation. Actual results may differ materially from these estimates. Accounts Receivable and Allowance for Doubtful Accounts The following table summarizes the allowance for doubtful accounts (in thousands): September 30, December 31, 2021 2020 Beginning balance $ 238 $ 272 Provision 2,614 2,667 Write-offs, net ( 2,185 ) ( 2,701 ) Ending balance $ 667 $ 238 New Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. The new standard requires the lessees to classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee, and such classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) : Effective Dates, which revised the effective date for ASU No. 2016-02, Leases (Topic 842) for fiscal years beginning after December 15, 2020. In June 2020, the FASB issued ASU No. 2020-05, Revenue From Contracts With Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities , further delaying the effective date for ASU No. 2016-02, Leases (Topic 842) to fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU No . 2019-10 and ASU No. 2020-05 upon issuance by the FASB. The Company currently is assessing the impact of adopting ASU No. 2016-02 on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) , as amended, which sets forth a “current expected credit loss” (CECL) model that requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to certain off-balance sheet credit exposures. The standard is effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The new standard removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The standard is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Acquisitions And Dispositions [Abstract] | |
Acquisitions | Note 3. Acquisitions In May 2021, the Company purchased certain assets of a boutique wine importer, primarily consisting of relationships with certain suppliers, for a total purchase price of up to $ 13.0 million (comprised of up to $ 12.0 million in cash and $ 1.0 million in Winc Series F preferred stock). The initial purchase price was $ 8.0 million cash and $ 1.0 million of Series F preferred stock ( 71,428 shares at $ 14.00 per share). The additional $ 4.0 million of cash payments are contingent upon achieving certain performance targets during 2021 and 2022 (up to $ 2.0 million of additional consideration in each year). The acquisition was accounted for as an asset acquisition and resulted in the recognition of $ 10.0 million of intangible assets and $ 2.0 million of net working capital. The Company capitalized transaction costs of $ 0.4 million related to the acquisition. Additionally, the Company recognized $ 2.0 million of contingent consideration as a liability as it was concluded to be probable of being paid to the seller. The acquired intangible assets, primarily consisting of relationships with certain suppliers, have a useful life of 20 years. The Company recognized amortization expense related to the acquired intangible assets of $ 0.1 million and zero during the three months ended September 30, 2021 and 2020, respectively, and $ 0.2 million and zero during the nine months ended September 30, 2021, and 2020, respectively. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. Inventories Inventory consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Raw materials $ 4,177 $ 4,753 Finished goods 18,098 6,980 Packaging 96 147 Total inventory $ 22,371 $ 11,880 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Prepaid wine crushing services $ 1,735 $ 1,252 Prepaid freight 1,518 488 Prepaid software licenses 309 151 Prepaid marketing 141 151 Prepaid insurance and benefits 62 372 Deposits 85 19 Prepaid other 613 613 Total prepaid expenses and other current assets $ 4,463 $ 3,046 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 6. Property and Equipment Property and equipment, net consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Capitalized software $ 2,182 $ 1,966 Furniture and fixtures 755 643 Leasehold improvements 326 304 Machinery and equipment 321 262 Computers and server equipment 227 153 Website development 168 168 Purchased software and licenses 132 132 4,111 3,628 Less: accumulated depreciation and amortization ( 3,285 ) ( 2,974 ) Total property and equipment, net $ 826 $ 654 Depreciation and amortization expense , inclusive of the amortization expense related to acquired intangibles (see Note 3), totaled $ 0.2 million and $ 0.1 million during the three months ended September 30, 2021 and 2020, respectively, and $ 0.5 million and $ 0.4 million during the nine months ended September 30, 2021 and 2020, respectively. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | Note 7. Accrued Liabilities Accrued liabilities consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Inventory received not billed $ 1,879 $ 1,944 Accrued professional fees 1,426 57 Accrued acquisition consideration 1,000 — Accrued payroll liabilities 931 659 Accrued alcohol and tobacco tax 301 318 Accrued marketing 121 634 Accrued shipping 62 472 Accrued accounts payable 37 — Other 379 675 Total accrued liabilities $ 6,136 $ 4,759 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt In October 2015, the Company entered into a Loan and Security Agreement with Western Alliance Bank for a revolving line of credit of up to $ 12.0 million (the “WAB Line of Credit”). The WAB Line of Credit was subsequently amended to reduce the capacity to $ 7.0 million and extend the maturity to May 2020 , at which point it was terminated. In December 2020, the Company entered into a Credit Agreement with Pacific Mercantile Bank for a new $ 7.0 million line of credit (the “PMB Line of Credit”). The PMB Line of Credit bears interest at a variable annual rate equal to 1.25 % plus the Prime Rate (the Prime Rate was 3.25 % as of both September 30, 2021 and December 31, 2020). The balance on the Company’s line of credit as of September 30, 2021 and December 31, 2020 was $ 5.5 million and zero , respectively. The Company was in compliance with the line of credit covenants as of September 30, 2021. The Company’s line of credit carrying value approximates its fair value. In December 2017, the Company entered into a Loan and Security Agreement with Multiplier Capital for a term loan of $ 5.0 million. The loan has a maturity date of June 29, 2022 and bears interest at a variable annual rate equal to 6.25 % above the Prime Rate, with a minimum interest rate of 11.5 % and a maximum interest rate of 14.0 % (applicable rate was 11.5 % as of both September 30, 2021 and December 31, 2020). The balance as of September 30, 2021 and December 31, 2020, net of unamortized debt issuance costs, was $ 1.2 million and $ 2.3 million, respectively. The Company was in compliance with the term loan covenants as of September 30, 2021. The Company’s term loan carrying value approximates its fair value. Interest expense on the Company’s line of credit and term loan was $ 0.1 million and $ 0.2 million for the three months ended September 30, 2021 and 2020, respectively, and $ 0.5 million and $ 0.7 million for the nine months ended September 30, 2021 and 2020, respectively. The following table summarizes the Company’s stated debt maturities and scheduled principal repayments as of September 30, 2021 (in thousands): September 30, Year ending December 31, ¹ 2021 2021 (three months) $ 417 2022 833 Total $ 1,250 (1) Excludes $ 45 thousand of debt issuance costs, which are presented net against the related debt balance in the condensed consolidated balance sheets. In connection with entering into and amending certain debt agreements, the Company granted warrants to purchase a fixed number of the Company’s preferred shares, all of which remain outstanding as of September 30, 2021. See Note 10 for further information. Paycheck Protection Program Loan On April 20, 2020, the Company received a Paycheck Protection Program loan administered by the Small Business Administration under the Coronavirus Aid, Relief, and Economic Security Act. The Company received a $ 1.4 million loan from Western Alliance Bank to help maintain payroll and operations through the period impacted by the COVID-19 pandemic. The Company applied for and was granted loan forgiveness for the full principal balance in March 2021 prior to making any interest or principal payments. Accordingly, the Company recognized $ 1.4 million upon forgiveness within the Other income (expense), net caption on the condensed consolidated statements of operations and comprehensive income (loss). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions Employee Promissory Notes Refer to Note 12 for information regarding promissory notes issued to employees in connection with stock option exercises. Other Related Party Transactions During the three and nine months ended September 30, 2021 and 2020, the Company paid a related party less than $ 0.1 million for brand consulting services. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Liabilities | Note 10. Warrant Liabilities In connection with certain past debt and equity financings, the Company issued the following warrants, all of which were exercisable upon issuance: Date Issued Number of Shares Preferred Stock Series Price per Share Expiration Date July 3, 2013 6,843 Series Seed $ 2.20 July 3, 2023 April 15, 2016 2,862 Series B $ 10.48 April 15, 2026 December 7, 2017 834 Series B-1 $ 10.48 December 7, 2024 December 29, 2017 107,455 Series B-1 $ 10.48 December 29, 2027 April 6, 2021 285,704 Series F $ 14.00 April 6, 2026 The warrants are recognized as liabilities in the condensed consolidated balance sheets and are subject to re-measurement at each balance sheet date after issuance. Any change in fair value is recognized as a component of other income (expense) in the period of change. As of September 30, 2021, all warrants remain outstanding. The valuation of the Company’s warrants contained unobservable inputs that reflected the Company’s own assumptions for which there was little market data. Accordingly, the Company’s warrants were measured at fair value on a recurring basis using unobservable inputs and were classified as Level 3 inputs. The fair value of the warrant liabilities was determined using the Black-Scholes option pricing model and the following assumptions: Nine Months Ended September 30, 2021 2020 Risk free interest rates 0.98 % - 1.52 % 0.47 % - 0.69 % Expected term (in years) 1.75 – 6.25 2.75 – 7.25 Dividend yield — — Expected volatility 60 % 60 % Fair value of common stock $ 0.89 - $ 2.06 $ 0.86 - $ 1.89 As of September 30, 2021 and December 31, 2020, the Company estimated the fair value of warrants using Black-Scholes model to be $ 3.7 million and $ 1.1 million, respectively. The following table provides a roll-forward of the aggregate fair value of the Company’s warrant liabilities (in thousands): Warrant Liabilities Fair value at December 31, 2020 1,067 Issuance of Series F warrants 2,035 Change in fair value of warrant liabilities 644 Fair value at September 30, 2021 $ 3,746 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Operating Leases As of September 30, 2021, the Company had five non-cancelable operating leases for various facilities, which expire at various times between July 2022 and September 2024 . Minimum future rental commitments under non-cancelable operating leases, primarily for equipment and office facilities, as of September 30, 2021 are as follow (in thousands): September 30, Years ending December 31, 2021 2021 (three months) $ 509 2022 2,007 2023 918 2024 181 Total $ 3,615 The Company is also party to two non-cancelable sublease agreements. Both subleases are set to expire in January 2023 . Minimum future sublease rental income under the non-cancelable operating subleases as of September 30, 2021, are as follows (in thousands): September 30, Years ending December 31, 2021 2021 (three months) $ 194 2022 749 2023 67 Total $ 1,010 Legal The Company is involved, from time to time, in disputes that are incidental to its business. Management has reviewed these matters to determine if reserves are required for losses that are probable to materialize and reasonable to estimate in accordance with the authoritative guidance on accounting for contingent losses. Management evaluates such reserves, if any, based upon several criteria including the merits of each claim, settlements discussions, and advice from outside legal counsel, as well as indemnification of amounts expended by the Company’s insurers or others, if any. In management’s opinion, none of these legal matters, individually or in the aggregate, are likely to have a material adverse effect on the Company’s combined financial position or results of operations. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | Note 12. Stock-Based Compensation All employees are eligible to be granted options to purchase common stock under the Company’s 2012 and amended 2013 Equity Incentive Plans (the “Equity Plans”). Under provisions of the 2012 and 2013 Equity Plans, the Company is authorized to issue up to 409,565 shares and 21,995,249 shares of its common stock, respectively, of which 2,754,384 have been granted under stock option awards as of September 30, 2021. The purpose of the Company’s stock-based compensation awards is to incentivize employees and other individuals who render services to the Company by providing opportunities to purchase stock in the Company. All options granted under the 2012 and 2013 Equity Incentive Plans will expire five and ten years , respectively, from their date of issuance. Stock options generally have a four-year vesting period from their date of issuance. The Company’s Board of Directors administer the Equity Plans, select the individuals to whom options will be granted, determine the number of options to be granted and the term and exercise price of each option. Incentive stock options and non-statutory stock options granted pursuant to the terms of the Equity Plans cannot be granted with an exercise price of less than 100 % of the fair market value of the underlying Company stock on the date of the grant ( 110 % if the award is issued to an individual that owns 10 % or more of the Company’s outstanding stock). The term of the options granted under the Equity Plans cannot be greater than 10 years ( five years for incentive stock options granted to optionees who have greater than 10 % ownership interest in the Company). Options granted generally vest 25 % on the one-year anniversary of the date of grant with the remaining balance vesting equally on a monthly basis over the subsequent three years . The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model for incentive stock options granted to employees and on the reporting date for non-employees. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The assumptions presented in the table below represent the weighted average of the applicable assumption used to value stock options at their grant date. The Company estimates expected volatility based on historical and implied volatility data of comparable companies. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated using the “simplified method.” The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The following table summarizes the key valuation assumptions for options granted during the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Risk free interest rates 0.98 % – 1.11 % 0.34 % – 0.44 % Expected term (in years) 5.53 – 6.12 5.46 – 6.09 Dividend yield — — Expected volatility 36.91 % - 37.10 % 36.20 % - 36.69 % Fair value $ 5.13 - $ 5.26 $ 1.35 - $ 1.42 The following table summarizes stock option activity under the Company’s stock-based compensation plan during the nine months ended September 30, 2021: Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 2,352,952 $ 1.68 7.51 $ — Exercised ( 2,124,046 ) 1.66 6.83 35,730 Granted 436,173 5.28 7.64 5,765 Forfeited ( 68,499 ) 4.97 — 1,540 Expired ( 4,092 ) 3.79 — 61 Outstanding as of September 30, 2021 592,488 3.78 7.93 — Vested and exercisable as of September 30, 2021 223,280 $ 2.21 5.73 $ 3,640 During the nine months ended September 30, 2021, the weighted-average grant date fair value per share of stock options granted was $5 .25 . During the nine months ended September 30, 2021, the aggregate intrinsic values of stock option awards exercised was $ 35.7 million, determined at the date of option exercise. The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying stock option awards and the estimated fair value of the Company’s common stock on the date of exercise. Total unvested and unexercised shares under options as of September 30, 2021 and December 31, 2020, totaled 369,208 and 1,321,784 , respectively. The total fair value of shares vested and unexercised as of September 30, 2021 and December 31, 2020 was $ 0.5 million and $ 4.9 million, respectively. Total stock-based compensation expense was $ 0.8 million and $ 0.1 million, for the three months ended September 30, 2021 and 2020, respectively, and $ 1.0 million and $ 0.2 million for the nine months ended September 30, 2021 and 2020, respectively, and is recognized as a personnel expense in the condensed consolidated statements of operations. Total unrecognized compensation cost related to unvested stock options as of September 30, 2021 is $ 2.1 million and is expected to be recognized over a weighted average period of 1.42 years. Common Stock Subject to Repurchase The Equity Plans allow for the early exercise of stock options for certain individuals, as determined by the Board of Directors. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. Upon termination of service, the Company may, at their discretion, repurchase unvested shares acquired through early exercise of stock options at a price equal to the additional stock-based compensation expense price per share paid upon the exercise of such options. The Company includes unvested shares subject to repurchase in the number of shares of common stock outstanding on the statement of redeemable convertible preferred stock and stockholders’ deficit. During the nine months ended September 30, 2021, options to purchase 1,055,964 shares of common stock were exercised early. The Company had a liability of $ 1.9 million and zero as of September 30, 2021 and December 31, 2020, respectively, related to early exercises of stock options, which is recorded as an early exercise stock option liability in the condensed consolidated balance sheets. The liability is reclassified into stockholders’ deficit as the awards vest. Employee Promissory Notes Between February and May 2021, the Company entered into full recourse promissory notes with its CEO, General Counsel, President, CFO, and COO related to stock option exercises for a total of 915,721 shares, 200,606 shares, 715,500 shares, 127,296 shares, and 125,000 shares, respectively. The aggregate principal balance of the promissory notes was $ 3.5 million. The notes issued in February and April accrue interest at 2.25 % per annum and the May notes accrue interest at 4.07 % per annum, compounding annually. The promissory notes are prepayable at any time at the option of the employee and are payable at the earlier of: (i) the date of any sale, transfer or other disposition of all or any portion of the shares, (ii) five years from the date of the promissory note, or (iii) the latest date repayment must be made to prevent a violation of Section 13(k) of the Securities Exchange Act of 1934. In September 2021, our Board of Directors approved the forgiveness of all outstanding principal and accrued interest for each of the promissory notes. The Company recorded additional compensation expense of $ 3.5 million for the three and nine months ended September 30, 2021 as a result of this loan forgiveness. |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 13. Employee Benefit Plan The Company has a 401(k) defined contribution plan which permits participating U.S. employees to defer up to a maximum of 100 % of their compensation, subject to limitations established by the Internal Revenue Service. Employees aged 21 and older are eligible to contribute to the plan starting 30 days after their employment date. Once eligible, participants are automatically enrolled to contribute 6 % of eligible compensation or may elect to contribute a whole percentage of their eligible compensation subject to annual Internal Revenue Code limits. The Company made no contributions during the nine months ended September 30, 2021 or the year ended December 31, 2020. |
Stockholders' Equity and Redeem
Stockholders' Equity and Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders Equity and Redeemable Convertible Preferred Stock | Note 14. Stockholders’ Equity and Redeemable Convertible Preferred Stock Ninth Amended and Restated Certification of Incorporation In accordance with the Ninth Amended and Restated Certificate of Incorporation dated October 12, 2021, the Company is authorized to issue two classes of stock, common stock and preferred stock. As of October 12, 2021, the Company shall have authority to issue 115,490,000 shares of common stock with par value of $ 0.0001 per share and 80,083,782 shares of preferred stock with par value of $ 0.0001 per share. At September 30, 2021, outstanding shares of common stock included 946,627 shares subject to repurchase related to stock options early exercised and unvested. Redeemable Convertible Preferred Stock Redeemable convertible preferred stock consisted of the following (in thousands, except share data) : September 30, 2021 Shares Shares Net Common Aggregate Series Seed Preferred Stock 13,296,372 1,655,186 $ 3,628 1,655,186 $ 3,628 Series A Preferred Stock 8,276,928 1,034,604 9,458 1,034,604 10,006 Series B Preferred Stock 13,381,711 1,669,848 17,472 1,669,848 17,499 Series B-1 Preferred Stock 7,736,552 858,825 8,942 858,825 13,501 Series C Preferred Stock 8,209,586 1,026,198 9,500 1,026,198 15,000 Series D Preferred Stock 10,611,205 822,214 5,877 822,214 9,306 Series E Preferred Stock 10,000,000 532,331 5,735 532,331 7,445 Series F Preferred Stock 8,571,428 785,700 8,272 785,700 11,000 Total 80,083,782 8,384,906 $ 68,884 8,384,906 $ 87,385 December 31, 2020 Shares Shares Net Common Aggregate Series Seed Preferred Stock 13,296,372 1,655,186 $ 3,628 1,655,186 $ 3,628 Series A Preferred Stock 8,276,928 1,034,604 9,458 1,034,604 10,006 Series B Preferred Stock 13,381,711 1,669,848 17,472 1,669,848 17,499 Series B-1 Preferred Stock 7,736,552 858,825 8,942 858,825 13,501 Series C Preferred Stock 8,209,586 1,026,198 9,500 1,026,198 15,000 Series D Preferred Stock 10,611,205 822,214 5,877 822,214 9,306 Series E Preferred Stock 10,000,000 200,111 1,585 200,111 2,806 Total 71,512,354 7,266,986 $ 56,462 7,266,986 $ 71,746 During the nine months ended September 30, 2021, the Company raised capital of $ 13.3 million (net of issuance costs) through: (i) the sale of 714,272 shares of Series F redeemable convertible preferred stock (the “Series F Preferred Stock”) at $ 14.00 per share (inclusive of proceeds allocated to warrants issued in connection with the Series F offering – see Note 10) and (ii) the sale of 332,220 shares of Series E Preferred Stock at $ 14.00 per share. During the year ended December 31, 2020, the Company raised capital of $ 5.2 million (net of issuance costs) through the sale of 665,384 shares of Series D redeemable convertible preferred stock (the “Series D Preferred Stock”) at $ 11.3088 per share. During the year ended December 31, 2020, the Company raised capital of $ 1.6 million (net of issuance costs) through the sale of 200,111 shares of Series E redeemable convertible preferred stock (the “Series E Preferred Stock”) at $ 14.00 per share. Unless otherwise indicated, all attributes described below apply to Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock. Voting Rights The holders of common stock are entitled to one vote for each share of common stock. The holders of preferred stock are entitled to 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 as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by other provisions of the Certificate of Incorporation, holders of preferred stock shall vote together with holders of common stock as a single class. Dividends The Company shall not declare, pay, or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock) unless the holders of preferred stock shall simultaneously receive a dividend on each outstanding share of preferred stock in an amount at least equal to (i) in the case of a dividend on common stock or any class or series that is convertible into common stock, that dividend per share of preferred stock as would equal the product of (a) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common stock and (b) the number of shares of common stock issuable upon conversion of a share of preferred stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (ii) in the case of a dividend on any class or series that is not convertible into common stock, at a rate per share of preferred stock determined by (a) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (b) multiplying such fraction by an amount equal to the applicable original issue price; provided that, if the Company declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of preferred stock pursuant to Section 1 of the Company’s Seventh Amended and Restated Certificate of Incorporation shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest preferred stock dividend. Through September 30, 2021, there were no dividends declared, paid, or set aside. Conversion The holders of preferred stock have conversion rights. Each share of preferred stock shall be convertible, at the option of the holder at any time and without the payment of additional consideration by the holder into such number of fully paid and non-assessable shares of common stock as is determined by dividing the applicable original issue price by the applicable conversion price at the time of conversion. The Series Seed conversion price is equal to $ 2.192 . The Series A conversion price is equal to $ 9.6712 . The Series B conversion price is equal to $ 10.4792 . The Series B-1 conversion price is equal to $ 10.48 . The Series C conversion price is equal to $ 9.7448 . The Series D conversion price is equal to $ 11.3088 . The Series E and Series F conversion prices are equal to $ 14.00 . Such initial conversion price, and the rate at which shares of preferred stock may be converted into shares of common stock, shall be subject to adjustments as provided in the Ninth Amended and Restated Certificate of Incorporation. No fractional shares of common stock are issued upon conversion of the preferred stock. In lieu of any fractional shares, the Company shall pay cash equal to such fraction multiplied by the fair market value of a share of common stock as determined in good faith by the Board of Directors of the Company. At conversion, any shares of preferred stock shall be retired and cancelled and may not be reissued as shares of such series. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, and Series B-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of Series B Preferred Stock, Series A Preferred Stock, Series Seed Preferred Stock or Common Stock. The holders of shares of preferred stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) one and one-half times the original issue price (for Series C and Series B-1 Preferred Stock) and one times the original issue price (for Series F, Series E, Series D, Series B, Series A, and Series Seed Preferred Stock), plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of preferred stock been converted into common stock. After the payment of all preferential amounts required to be paid to the holders of shares of preferred stock, the remaining assets of the Company available for distribution to its stockholders shall be distributed among the holders of shares of common stock, pro rata based on the number of shares held by each such holder. Deemed liquidation events include : (a) a merger or consolidation or (b) the sale, lease, transfer, exclusive license, or other disposition of substantially all of the Company’s assets. Through September 30, 2021, no liquidation events had occurred. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 15. Segment Information The Company evaluates its business and allocates resources based on its two reportable business segments: DTC and Wholesale. The Company has a non-reportable segment that is comprised of a small business line focused on testing new products to determine if they have long-term viability to grow in the DTC and Wholesale distribution channels. The Company does not report asset information by segment because that information is not used to evaluate Company performance or allocate resources between segments. The Company evaluates performance based on Gross Profit (calculated in accordance with GAAP). The following tables summarize information for the reportable segments (in thousands): For the three months ended September 30, 2021: For the Three Months Ended September 30, 2021 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 12,674 $ 5,507 $ 276 $ — $ 18,457 Cost of revenues 7,122 3,411 120 — 10,653 Gross profit 5,552 2,096 156 — 7,804 Operating expenses ( 5,198 ) ( 1,279 ) ( 427 ) ( 7,111 ) ( 14,015 ) Interest expense — — — ( 127 ) ( 127 ) Change in fair value of warrant liabilities — — — 248 248 Other income (expense), net — — — 358 358 Income (loss) before income taxes $ 354 $ 817 $ ( 271 ) $ ( 6,632 ) $ ( 5,732 ) For the three months ended September 30, 2020: For the Three Months Ended September 30, 2020 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 14,534 $ 2,662 $ 652 $ — $ 17,848 Cost of revenues 8,214 1,813 275 — 10,302 Gross profit 6,320 849 377 — 7,546 Operating expenses ( 5,070 ) ( 737 ) ( 542 ) ( 2,340 ) ( 8,689 ) Interest expense — — — ( 145 ) ( 145 ) Change in fair value of warrant liabilities — — — — — Other income (expense), net — — — ( 27 ) ( 27 ) Income (loss) before income taxes $ 1,250 $ 112 $ ( 165 ) $ ( 2,512 ) $ ( 1,315 ) For the nine months ended September 30, 2021: For the Nine Months Ended September 30, 2021 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 39,525 $ 13,131 $ 917 $ — $ 53,573 Cost of revenues 22,479 7,733 393 — 30,605 Gross profit 17,046 5,398 524 — 22,968 Operating expenses ( 15,487 ) ( 3,484 ) ( 1,314 ) ( 12,872 ) ( 33,157 ) Interest expense — — — ( 548 ) ( 548 ) Change in fair value of warrant liabilities — — — ( 644 ) ( 644 ) Other income (expense), net — — — 2,330 2,330 Income (loss) before income taxes $ 1,559 $ 1,914 $ ( 790 ) $ ( 11,734 ) $ ( 9,051 ) For the nine months ended September 30, 2020: For the Nine Months Ended September 30, 2020 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 39,357 $ 6,685 $ 972 $ — $ 47,014 Cost of revenues 23,616 4,498 411 — 28,525 Gross profit 15,741 2,187 561 — 18,489 Operating expenses ( 12,813 ) ( 2,308 ) ( 641 ) ( 6,857 ) ( 22,619 ) Interest expense — — — ( 676 ) ( 676 ) Change in fair value of warrant liabilities — — — ( 229 ) ( 229 ) Other income (expense), net — — — ( 19 ) ( 19 ) Income (loss) before income taxes $ 2,928 $ ( 121 ) $ ( 80 ) $ ( 7,781 ) $ ( 5,054 ) |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | Note 16. Basic and Diluted Net Loss Per Share Basic net loss per share is based upon the weighted average number of common shares outstanding. Dilution is computed by applying the treasury stock and if-converted methods, as applicable. For both periods presented, the weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of potentially dilutive securities is antidilutive. The convertible preferred stock are considered participating securities; however, they were excluded from the computation of basic loss per share in the periods of net loss as there is no contractual obligation or terms for the holders to share in the losses of the Company. See Note 14 for additional information regarding the rights of preferred stockholders. The following securities were excluded due to their anti-dilutive effect on net loss per common share recorded for the three and nine months ended September 30, 2021 and 2020: Three and Nine Months Ended September 30, 2021 2020 Stock option outstanding $ 592,488 $ 2,438,069 Unvested stock options early exercised 946,627 — Redeemable convertible preferred stock 8,384,906 7,066,875 Warrants to purchase redeemable convertible preferred stock 403,698 117,994 Total $ 10,327,719 $ 9,622,938 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17. Income Taxes The components of income tax expense are as follows for three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Current: Federal $ — $ — $ — $ — State 1 9 17 15 Total current 1 9 17 15 Total provision for income taxes $ 1 $ 9 $ 17 $ 15 The effective tax rate for the nine months ended September 30, 2021 and 2020, differs from the U.S. federal statutory primarily due to a full valuation allowance related to the Company’s deferred tax assets. The Company is subject to taxation in the United States and various state jurisdictions. The Company is generally subject to examination by tax authorities in the U.S. federal and state jurisdictions for 2017 and 2016, respectively, and forward. However, to the extent allowed by law, the taxing authorities may have the right to examine periods where net operating losses were generated and carried forward, and make adjustments to the amount of the net operating losses. The Company is not currently under examination by any jurisdictions. As of September 30, 2021, the Company has no t recognized any liability for unrecognized tax benefits. The Company expects any resolution of unrecognized tax benefits, if created, would occur while the full valuation allowance of deferred tax assets is maintained; therefore, the Company does no t expect to have any unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company does no t expect a significant change in the amount of unrecognized tax benefits in the next twelve months. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of September 30, 2021, the Company had no accrual for the payment of interest or penalties. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Events Director IPO Grants In October 2021, the board of directors approved the grant of equity awards to each of the Company's non-employee directors. These restricted stock unit awards became effective in connection with the closing of the IPO. The total value of the awards is $ 0.8 million. Consulting Agreement In November 2021, the Company entered into a six-month consulting agreement for investor relations through which the Company will compensate the consultant with cash consideration of $ 0.6 million and 50,000 shares of common stock. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Winc and its wholly-owned subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and are the responsibility of the Company’s management. These unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2020 as contained within our filed Form S-1, declared effective on November 10, 2021. The Company’s accounting policies are consistent with those presented in the audited consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated balance sheet at December 31, 2020 contained in the above-referenced Form S-1. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year or any future interim periods. |
Initial Public Offering and Reverse Stock Split | Initial Public Offering and Reverse Stock Split On Novemb er 11, 2021 , the Company completed its initial public offering ("IPO") through an underwritten sale of 1,692,308 shares of its common stock at a price of $ 13.00 per share. The aggregate net proceeds from the offering after deducting underwriting discounts and commissions and other offering expenses, were approximately $17.9 millio n. Concurrent with the IPO, all then-outstanding shares of the Company's redeemable convertible preferred stock outstanding (see Note 14) were automatically converted into an aggregate of 8,384,906 issued common shares and were reclassified into permanent equity. Following the IPO, there were no shares of redeemable convertible preferred stock outstanding. In advance of the IPO, o n October 12, 2021, the Company’s Board of Directors and stockholders approved an 8-to-1 reverse stock split of the Company’s outstanding capital stock. Common stock par value w as not affected by the reverse split. All share and per share information included in the accompanying financial statements has been adjusted to reflect this reverse stock split. The condensed financial statements as of September 30, 2021, including share and per share amounts, do not give effect to the IPO, the conversion o f the redeemable convertible preferred stock into common stock and related reclassification into permanent equity, as the IPO and such conversions and reclassifications into permanent equity were completed subsequent to September 30, 2021. |
Reclassification | Reclassifications Certain reclassifications have been made to the prior periods’ consolidated financial statements in order to conform to the current period presentation. These reclassifications did not impact any prior amounts of net loss or cash flows. |
Liquidity Matters | Liquidity Matters As of September 30, 2021, the Company had $ 1.6 million of cash, an accumulated deficit of $ 66.1 million and negative cash flows from operating activities of $ 13.8 million. The Company had a net loss of $ 9.1 million during the nine months ended September 30, 2021. Through September 30, 2021, the Company has been dependent on debt and equity financing to fund its operations. During the nine months ended September 30, 2021, the Company issued and sold 714,272 shares of Series F redeemable convertible preferred stock for net proceeds of $ 9.1 million (excludes the issuance of 71,428 shares of Series F Preferred Stock in connection with the acquisition of certain assets of Natural Merchants, Inc. – see Note 3 – and includes proceeds allocated to warrants issued in connection with the Series F offering – see Note 10) and 332,220 shares of Series E redeemable convertible preferred stock for net proceeds of $ 4.2 million. Additionally, the Company raised $ 17.9 million from its IPO in November 2021. The Company’s management believes it will continue to obtain third party financing to support future operations until the Company itself achieves profitability on a stand-alone basis. However, there can be no assurance that projected revenue growth and improvement in operating results will occur or that the Company will successfully implement its plans. In the event cash flow from operations and borrowings are not sufficient, additional sources of financing, such as equity offerings, will be required in order to maintain the Company’s current operations. Management believes that the Company’s existing cash as of September 30, 2021, plus other sources of financing and the net proceeds from future debt and/or equity offerings, including proceeds from the IPO in November 2021, is sufficient to support operations for at least the next 12 months following issuance of these condensed consolidated financial statements. |
Deferred Offering Costs | Deferred Offering Costs Costs directly related to the Company’s IPO are deferred for expense recognition and instead capitalized and recorded within other assets (non-current) on the accompanying condensed consolidated balance sheets. These costs consist of legal fees, accounting fees, and other applicable professional services. These deferred offering costs were reclassified to additional paid in capital upon the closing of the IPO on November 11, 2021. There were no deferred offering costs capitalized as of December 31, 2020. As of September 30, 2021, $ 2.0 million of deferred offering costs had be en capitalized. |
COVID-19 Pandemic | COVID-19 Pandemic On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. In response, extraordinary actions were taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of the COVID-19 pandemic in regions throughout the world. These actions included travel bans, quarantines, “stay-at-home” orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. Some of these measures have since been rescinded, but the Company continues to take precautionary measures in order to minimize the risk of the virus to its employees and the communities in which it operates. While the impacts of the COVID-19 pandemic have generally stabilized during 2021, there remains uncertainty around the broader implications of the COVID-19 pandemic on the Company’s results of operations and overall financial performance. The COVID-19 pandemic has, to date, not had a material adverse impact on the Company's results of operations or ability to raise funds to sustain operations. The economic effects of the pandemic and resulting long-term societal changes are currently not predictable, and the future financial impacts could vary from those foreseen. |
Emerging Growth Company Status | Emerging growth company status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it: (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, fair value of financial instruments, fair value of acquired assets, revenue recognition, and stock-based compensation. Actual results may differ materially from these estimates. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The following table summarizes the allowance for doubtful accounts (in thousands): September 30, December 31, 2021 2020 Beginning balance $ 238 $ 272 Provision 2,614 2,667 Write-offs, net ( 2,185 ) ( 2,701 ) Ending balance $ 667 $ 238 |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. The new standard requires the lessees to classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee, and such classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) : Effective Dates, which revised the effective date for ASU No. 2016-02, Leases (Topic 842) for fiscal years beginning after December 15, 2020. In June 2020, the FASB issued ASU No. 2020-05, Revenue From Contracts With Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities , further delaying the effective date for ASU No. 2016-02, Leases (Topic 842) to fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU No . 2019-10 and ASU No. 2020-05 upon issuance by the FASB. The Company currently is assessing the impact of adopting ASU No. 2016-02 on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) , as amended, which sets forth a “current expected credit loss” (CECL) model that requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to certain off-balance sheet credit exposures. The standard is effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The new standard removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The standard is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of changes in the Allowance for Doubtful Accounts | The following table summarizes the allowance for doubtful accounts (in thousands): September 30, December 31, 2021 2020 Beginning balance $ 238 $ 272 Provision 2,614 2,667 Write-offs, net ( 2,185 ) ( 2,701 ) Ending balance $ 667 $ 238 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Raw materials $ 4,177 $ 4,753 Finished goods 18,098 6,980 Packaging 96 147 Total inventory $ 22,371 $ 11,880 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Prepaid wine crushing services $ 1,735 $ 1,252 Prepaid freight 1,518 488 Prepaid software licenses 309 151 Prepaid marketing 141 151 Prepaid insurance and benefits 62 372 Deposits 85 19 Prepaid other 613 613 Total prepaid expenses and other current assets $ 4,463 $ 3,046 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Capitalized software $ 2,182 $ 1,966 Furniture and fixtures 755 643 Leasehold improvements 326 304 Machinery and equipment 321 262 Computers and server equipment 227 153 Website development 168 168 Purchased software and licenses 132 132 4,111 3,628 Less: accumulated depreciation and amortization ( 3,285 ) ( 2,974 ) Total property and equipment, net $ 826 $ 654 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Inventory received not billed $ 1,879 $ 1,944 Accrued professional fees 1,426 57 Accrued acquisition consideration 1,000 — Accrued payroll liabilities 931 659 Accrued alcohol and tobacco tax 301 318 Accrued marketing 121 634 Accrued shipping 62 472 Accrued accounts payable 37 — Other 379 675 Total accrued liabilities $ 6,136 $ 4,759 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities and Principal Repayments of Long-Term Debt | The following table summarizes the Company’s stated debt maturities and scheduled principal repayments as of September 30, 2021 (in thousands): September 30, Year ending December 31, ¹ 2021 2021 (three months) $ 417 2022 833 Total $ 1,250 (1) Excludes $ 45 thousand of debt issuance costs, which are presented net against the related debt balance in the condensed consolidated balance sheets. |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Warrants Issued | In connection with certain past debt and equity financings, the Company issued the following warrants, all of which were exercisable upon issuance: Date Issued Number of Shares Preferred Stock Series Price per Share Expiration Date July 3, 2013 6,843 Series Seed $ 2.20 July 3, 2023 April 15, 2016 2,862 Series B $ 10.48 April 15, 2026 December 7, 2017 834 Series B-1 $ 10.48 December 7, 2024 December 29, 2017 107,455 Series B-1 $ 10.48 December 29, 2027 April 6, 2021 285,704 Series F $ 14.00 April 6, 2026 |
Schedule of Assumptions Used to Determine Fair Value of Warrant Liabilities | The fair value of the warrant liabilities was determined using the Black-Scholes option pricing model and the following assumptions: Nine Months Ended September 30, 2021 2020 Risk free interest rates 0.98 % - 1.52 % 0.47 % - 0.69 % Expected term (in years) 1.75 – 6.25 2.75 – 7.25 Dividend yield — — Expected volatility 60 % 60 % Fair value of common stock $ 0.89 - $ 2.06 $ 0.86 - $ 1.89 |
Schedule of Aggregate Fair Value of Warrant Liabilities | The following table provides a roll-forward of the aggregate fair value of the Company’s warrant liabilities (in thousands): Warrant Liabilities Fair value at December 31, 2020 1,067 Issuance of Series F warrants 2,035 Change in fair value of warrant liabilities 644 Fair value at September 30, 2021 $ 3,746 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Future Rental Commitments under Non-cancelable Operating Leases | Minimum future rental commitments under non-cancelable operating leases, primarily for equipment and office facilities, as of September 30, 2021 are as follow (in thousands): September 30, Years ending December 31, 2021 2021 (three months) $ 509 2022 2,007 2023 918 2024 181 Total $ 3,615 |
Schedule of Minimum Future Sublease Rental Income under Non-cancelable Operating Subleases | Minimum future sublease rental income under the non-cancelable operating subleases as of September 30, 2021, are as follows (in thousands): September 30, Years ending December 31, 2021 2021 (three months) $ 194 2022 749 2023 67 Total $ 1,010 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Valuation Assumptions for Options Granted | The following table summarizes the key valuation assumptions for options granted during the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Risk free interest rates 0.98 % – 1.11 % 0.34 % – 0.44 % Expected term (in years) 5.53 – 6.12 5.46 – 6.09 Dividend yield — — Expected volatility 36.91 % - 37.10 % 36.20 % - 36.69 % Fair value $ 5.13 - $ 5.26 $ 1.35 - $ 1.42 |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Company’s stock-based compensation plan during the nine months ended September 30, 2021: Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 2,352,952 $ 1.68 7.51 $ — Exercised ( 2,124,046 ) 1.66 6.83 35,730 Granted 436,173 5.28 7.64 5,765 Forfeited ( 68,499 ) 4.97 — 1,540 Expired ( 4,092 ) 3.79 — 61 Outstanding as of September 30, 2021 592,488 3.78 7.93 — Vested and exercisable as of September 30, 2021 223,280 $ 2.21 5.73 $ 3,640 |
Stockholders' Equity and Rede_2
Stockholders' Equity and Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | Redeemable convertible preferred stock consisted of the following (in thousands, except share data) : September 30, 2021 Shares Shares Net Common Aggregate Series Seed Preferred Stock 13,296,372 1,655,186 $ 3,628 1,655,186 $ 3,628 Series A Preferred Stock 8,276,928 1,034,604 9,458 1,034,604 10,006 Series B Preferred Stock 13,381,711 1,669,848 17,472 1,669,848 17,499 Series B-1 Preferred Stock 7,736,552 858,825 8,942 858,825 13,501 Series C Preferred Stock 8,209,586 1,026,198 9,500 1,026,198 15,000 Series D Preferred Stock 10,611,205 822,214 5,877 822,214 9,306 Series E Preferred Stock 10,000,000 532,331 5,735 532,331 7,445 Series F Preferred Stock 8,571,428 785,700 8,272 785,700 11,000 Total 80,083,782 8,384,906 $ 68,884 8,384,906 $ 87,385 December 31, 2020 Shares Shares Net Common Aggregate Series Seed Preferred Stock 13,296,372 1,655,186 $ 3,628 1,655,186 $ 3,628 Series A Preferred Stock 8,276,928 1,034,604 9,458 1,034,604 10,006 Series B Preferred Stock 13,381,711 1,669,848 17,472 1,669,848 17,499 Series B-1 Preferred Stock 7,736,552 858,825 8,942 858,825 13,501 Series C Preferred Stock 8,209,586 1,026,198 9,500 1,026,198 15,000 Series D Preferred Stock 10,611,205 822,214 5,877 822,214 9,306 Series E Preferred Stock 10,000,000 200,111 1,585 200,111 2,806 Total 71,512,354 7,266,986 $ 56,462 7,266,986 $ 71,746 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Information | The following tables summarize information for the reportable segments (in thousands): For the three months ended September 30, 2021: For the Three Months Ended September 30, 2021 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 12,674 $ 5,507 $ 276 $ — $ 18,457 Cost of revenues 7,122 3,411 120 — 10,653 Gross profit 5,552 2,096 156 — 7,804 Operating expenses ( 5,198 ) ( 1,279 ) ( 427 ) ( 7,111 ) ( 14,015 ) Interest expense — — — ( 127 ) ( 127 ) Change in fair value of warrant liabilities — — — 248 248 Other income (expense), net — — — 358 358 Income (loss) before income taxes $ 354 $ 817 $ ( 271 ) $ ( 6,632 ) $ ( 5,732 ) For the three months ended September 30, 2020: For the Three Months Ended September 30, 2020 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 14,534 $ 2,662 $ 652 $ — $ 17,848 Cost of revenues 8,214 1,813 275 — 10,302 Gross profit 6,320 849 377 — 7,546 Operating expenses ( 5,070 ) ( 737 ) ( 542 ) ( 2,340 ) ( 8,689 ) Interest expense — — — ( 145 ) ( 145 ) Change in fair value of warrant liabilities — — — — — Other income (expense), net — — — ( 27 ) ( 27 ) Income (loss) before income taxes $ 1,250 $ 112 $ ( 165 ) $ ( 2,512 ) $ ( 1,315 ) For the nine months ended September 30, 2021: For the Nine Months Ended September 30, 2021 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 39,525 $ 13,131 $ 917 $ — $ 53,573 Cost of revenues 22,479 7,733 393 — 30,605 Gross profit 17,046 5,398 524 — 22,968 Operating expenses ( 15,487 ) ( 3,484 ) ( 1,314 ) ( 12,872 ) ( 33,157 ) Interest expense — — — ( 548 ) ( 548 ) Change in fair value of warrant liabilities — — — ( 644 ) ( 644 ) Other income (expense), net — — — 2,330 2,330 Income (loss) before income taxes $ 1,559 $ 1,914 $ ( 790 ) $ ( 11,734 ) $ ( 9,051 ) For the nine months ended September 30, 2020: For the Nine Months Ended September 30, 2020 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 39,357 $ 6,685 $ 972 $ — $ 47,014 Cost of revenues 23,616 4,498 411 — 28,525 Gross profit 15,741 2,187 561 — 18,489 Operating expenses ( 12,813 ) ( 2,308 ) ( 641 ) ( 6,857 ) ( 22,619 ) Interest expense — — — ( 676 ) ( 676 ) Change in fair value of warrant liabilities — — — ( 229 ) ( 229 ) Other income (expense), net — — — ( 19 ) ( 19 ) Income (loss) before income taxes $ 2,928 $ ( 121 ) $ ( 80 ) $ ( 7,781 ) $ ( 5,054 ) |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded due to their anti-dilutive effect on net loss per common share recorded for the three and nine months ended September 30, 2021 and 2020: Three and Nine Months Ended September 30, 2021 2020 Stock option outstanding $ 592,488 $ 2,438,069 Unvested stock options early exercised 946,627 — Redeemable convertible preferred stock 8,384,906 7,066,875 Warrants to purchase redeemable convertible preferred stock 403,698 117,994 Total $ 10,327,719 $ 9,622,938 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of income tax expense are as follows for three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Current: Federal $ — $ — $ — $ — State 1 9 17 15 Total current 1 9 17 15 Total provision for income taxes $ 1 $ 9 $ 17 $ 15 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 11, 2021 | Oct. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary equity, outstanding | 8,384,906 | 8,384,906 | 7,266,986 | |||||||
Stock option exercises, Shares | 2,124,046 | |||||||||
Common stock, shares authorized | 115,490,000 | 115,490,000 | 106,910,000 | |||||||
Cash | $ 1,612 | $ 1,612 | $ 7,008 | |||||||
Accumulated deficit | (66,142) | (66,142) | $ (57,072) | |||||||
Negative cash flows from operating activities | (13,796) | $ 1,902 | ||||||||
Net loss | $ (5,733) | $ (1,324) | $ (3,337) | $ (3,746) | $ (9,068) | $ (5,069) | ||||
Series F Redeemable Convertible Preferred Stock | ||||||||||
Shares, Issued | 714,272 | 714,272 | ||||||||
Proceeds from share issued | $ 9,100 | |||||||||
Redeemable Convertible Preferred Stock | ||||||||||
Temporary equity, outstanding | 8,384,906 | 7,066,875 | 8,384,906 | 7,034,244 | 8,384,906 | 7,066,875 | 7,266,986 | 6,401,491 | ||
Series F Preferred Stock | ||||||||||
Shares, Issued | 71,428 | 71,428 | ||||||||
Series E Redeemable Convertible Preferred Stock | ||||||||||
Shares, Issued | 332,220 | 332,220 | ||||||||
Proceeds from share issued | $ 4,200 | |||||||||
Subsequent Event | ||||||||||
Reverse stock split | 8-to-1 | |||||||||
Subsequent Event | Redeemable Convertible Preferred Stock | ||||||||||
Issue of common shares upon conversion | 8,384,906 | |||||||||
IPO | ||||||||||
Deferred offering costs | $ 2,000 | $ 2,000 | $ 0 | |||||||
IPO | Subsequent Event | ||||||||||
Sale of stock, transaction date | Nov. 11, 2021 | |||||||||
Sale of stock, number of shares | 1,692,308 | |||||||||
Sale of stock, price per share | $ 13 | |||||||||
Aggregate new proceeds from offering | $ 17,900 | |||||||||
Temporary equity, outstanding | 0 |
Basis of Presentation - Summary
Basis of Presentation - Summary of changes in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 238 | $ 272 |
Provision | 2,614 | 2,667 |
Write-offs, net | (2,185) | (2,701) |
Ending balance | $ 667 | $ 238 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class Of Stock [Line Items] | |||||
Purchase, in cash | $ 8,758 | ||||
Series F Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Acquisitions, number of preferred shares | 714,272 | 714,272 | |||
Boutique Wine Distributor [Member] | |||||
Class Of Stock [Line Items] | |||||
Total purchase price | $ 13,000 | ||||
Purchase, in cash | 12,000 | ||||
Acquisitions initial purchase price | $ 8,000 | ||||
Additional cash payments contingent upon achieving performance targets | 4,000 | ||||
Additional consideration per year | 2,000 | ||||
Acquisition, intangible assets recognized | 10,000 | ||||
Business combination, net working capital recognized | 2,000 | ||||
Business acquisition, transaction costs | 400 | ||||
Contingent consideration liability | $ 2,000 | ||||
Useful life, acquired intangible assets | 20 years | ||||
Amortization of Intangible Assets | $ 100 | $ 0 | $ 200 | $ 0 | |
Boutique Wine Distributor [Member] | Series F Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Purchase, in stock | $ 1,000 | ||||
Acquisitions initial purchase price, stock | $ 1,000 | ||||
Acquisitions, number of preferred shares | 71,428 | ||||
Acquisitions, preferred shares price per share | $ 14 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories current (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,177 | $ 4,753 |
Finished goods | 18,098 | 6,980 |
Packaging | 96 | 147 |
Total inventory | $ 22,371 | $ 11,880 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid wine crushing services | $ 1,735 | $ 1,252 |
Prepaid freight | 1,518 | 488 |
Prepaid software licenses | 309 | 151 |
Prepaid marketing | 141 | 151 |
Prepaid insurance and benefits | 62 | 372 |
Deposits | 85 | 19 |
Prepaid other | 613 | 613 |
Total prepaid expenses and other current assets | $ 4,463 | $ 3,046 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 4,111 | $ 3,628 |
Less: accumulated depreciation and amortization | (3,285) | (2,974) |
Total property and equipment, net | 826 | 654 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,182 | 1,966 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 755 | 643 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 326 | 304 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 321 | 262 |
Computers and Server Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 227 | 153 |
Website Development | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 168 | 168 |
Purchased Software and Licenses | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 132 | $ 132 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 200 | $ 100 | $ 520 | $ 396 |
Accrued Liabilities - Accrued L
Accrued Liabilities - Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Inventory received not billed | $ 1,879 | $ 1,944 |
Accrued Professional Fees | 1,426 | 57 |
Accrued acquisition consideration | 1,000 | |
Accrued payroll liabilities | 931 | 659 |
Accrued alcohol and tobacco tax | 301 | 318 |
Accrued marketing | 121 | 634 |
Accrued professional fees | 1,426 | 57 |
Accrued shipping | 62 | 472 |
Accrued accounts payable | 37 | |
Other | 379 | 675 |
Total accrued liabilities | $ 6,136 | $ 4,759 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Nov. 01, 2015 | Mar. 31, 2021 | Dec. 31, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Apr. 20, 2020 | Oct. 31, 2015 | |
Debt Instrument [Line Items] | |||||||||||
Long-term debt | [1] | $ 1,250 | $ 1,250 | ||||||||
Other income (expense) | 479 | $ (172) | 1,138 | $ (924) | |||||||
Interest expense | 127 | 145 | 548 | 676 | |||||||
Paycheck Protection Program, CARES Act [Member] | Western Alliance Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 1,400 | ||||||||||
Other income (expense) | $ 1,400 | ||||||||||
Revolving Credit Facility [Member] | Western Alliance Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit, maximum borrowing capacity | $ 7,000 | $ 12,000 | |||||||||
Debt instrument, maturity date | May 31, 2020 | ||||||||||
Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expense | 100 | 200 | 500 | 700 | |||||||
Line of Credit [Member] | Pacific Mercantile Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit, maximum borrowing capacity | $ 7,000 | ||||||||||
Long-term, line of credit | $ 5,500 | $ 5,500 | $ 0 | ||||||||
Line of Credit [Member] | Pacific Mercantile Bank [Member] | Prime Rate Member | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.25% | 1.25% | |||||||||
Line of credit, interest rate | 3.25% | 3.25% | 3.25% | ||||||||
Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expense | $ 100 | $ 200 | $ 500 | $ 700 | |||||||
Term Loan [Member] | Multiplier Capital [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 5,000 | ||||||||||
Debt instrument, maturity date | Jun. 29, 2022 | ||||||||||
Debt instrument, interest rate during period | 11.50% | 11.50% | |||||||||
Long-term debt | $ 1,200 | $ 1,200 | $ 2,300 | ||||||||
Term Loan [Member] | Multiplier Capital [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, Interest rate, stated percentage | 11.50% | ||||||||||
Term Loan [Member] | Multiplier Capital [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, Interest rate, stated percentage | 14.00% | ||||||||||
Term Loan [Member] | Multiplier Capital [Member] | Prime Rate Member | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 6.25% | ||||||||||
[1] | Excludes $ 45 thousand of debt issuance costs, which are presented net against the related debt balance in the condensed consolidated balance sheets. |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities and Repayments of Long-Term Debt (Details) $ in Thousands | Sep. 30, 2021USD ($) | [1] |
Debt Disclosure [Abstract] | ||
2021 (three months) | $ 417 | |
2022 | 833 | |
Total | $ 1,250 | |
[1] | Excludes $ 45 thousand of debt issuance costs, which are presented net against the related debt balance in the condensed consolidated balance sheets. |
Debt - Schedule of Debt Matur_2
Debt - Schedule of Debt Maturities and Repayments of Long-Term Debt (Parenthetical) (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Debt issuance costs | $ 45 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts paid for brand consulting services | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Warrant Liabilities - Summary o
Warrant Liabilities - Summary of Warrants Issued (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Series Seed | |
Class Of Warrant Or Right [Line Items] | |
Date Issued | Jul. 3, 2013 |
Number of Shares | shares | 6,843 |
Price per Share | $ / shares | $ 2.20 |
Expiration Date | Jul. 3, 2023 |
Series B | |
Class Of Warrant Or Right [Line Items] | |
Date Issued | Apr. 15, 2016 |
Number of Shares | shares | 2,862 |
Price per Share | $ / shares | $ 10.48 |
Expiration Date | Apr. 15, 2026 |
Series B-1 | |
Class Of Warrant Or Right [Line Items] | |
Date Issued | Dec. 7, 2017 |
Number of Shares | shares | 834 |
Price per Share | $ / shares | $ 10.48 |
Expiration Date | Dec. 7, 2024 |
Series B-1 | |
Class Of Warrant Or Right [Line Items] | |
Date Issued | Dec. 29, 2017 |
Number of Shares | shares | 107,455 |
Price per Share | $ / shares | $ 10.48 |
Expiration Date | Dec. 29, 2027 |
Series F Preferred Stock | |
Class Of Warrant Or Right [Line Items] | |
Date Issued | Apr. 6, 2021 |
Number of Shares | shares | 285,704 |
Price per Share | $ / shares | $ 14 |
Expiration Date | Apr. 6, 2026 |
Warrant Liabilities - Schedule
Warrant Liabilities - Schedule of Assumptions Used to Determine Fair Value of Warrant Liabilities (Details) | Sep. 30, 2021USD ($)yr | Sep. 30, 2020USD ($)yr |
Measurement Input, Risk Free Interest Rate | Maximum [Member] | ||
Risk free interest rates | 1.52 | 0.69 |
Measurement Input, Risk Free Interest Rate | Minimum [Member] | ||
Risk free interest rates | 0.98 | 0.47 |
Measurement Input, Expected Term | Maximum [Member] | ||
Risk free interest rates | yr | 6.25 | 7.25 |
Measurement Input, Expected Term | Minimum [Member] | ||
Risk free interest rates | yr | 1.75 | 2.75 |
Measurement Input, Expected Dividend Rate | ||
Risk free interest rates | 0 | 0 |
Measurement Input, Price Volatility | ||
Risk free interest rates | 60 | 60 |
Measurement Input, Share Price | Maximum [Member] | ||
Risk free interest rates | $ | 2.06 | 1.89 |
Measurement Input, Share Price | Minimum [Member] | ||
Risk free interest rates | $ | 0.89 | 0.86 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Warrants And Rights Note Disclosure [Abstract] | ||
Fair value adjustment of warrants | $ 3.7 | $ 1.1 |
Warrant Liabilities - Schedul_2
Warrant Liabilities - Schedule of Aggregate Fair Value of Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair value | $ 1,100 | |||
Change in fair value of warrant liabilities | $ (248) | $ 0 | 644 | $ 229 |
Fair value | 3,700 | 3,700 | ||
Warrant | ||||
Fair value | 1,067 | |||
Issuance of Series F warrants | 2,035 | |||
Change in fair value of warrant liabilities | 644 | |||
Fair value | $ 3,746 | $ 3,746 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimum Future Rental Commitments under Non-cancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 (three months) | $ 509 |
2022 | 2,007 |
2023 | 918 |
2024 | 181 |
Total | $ 3,615 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021Lease | |
Lessee, Lease, Description [Line Items] | |
Number of non-cancelable operating leases | 5 |
Number of non-cancelable sublease agreements | 2 |
Sublease expiration period | 2023-01 |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease expiration period | 2024-09 |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease expiration period | 2022-07 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Minimum Future Sublease Rental Income under Non-cancelable Operating Subleases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 (three months) | $ 194 |
2022 | 749 |
2023 | 67 |
Total | $ 1,010 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 31, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Weighted-average grant date fair value per share of stock options granted | $ 0.25 | ||||||||
Aggregate intrinsic values of stock option awards exercised | $ 35.7 | ||||||||
Total unvested and unexercised shares under options | 369,208 | 369,208 | 1,321,784 | ||||||
Total fair value of shares vested | $ 0.5 | $ 4.9 | |||||||
Stock based compensation expense | $ 0.8 | $ 0.1 | 1 | $ 0.2 | |||||
Unrecognized compensation cost related to unvested stock options | 2.1 | $ 2.1 | |||||||
Weighted average period expected to be recognized | 1 year 5 months 1 day | ||||||||
Early exercise of shares | 1,055,964 | ||||||||
Early exercise stock option liability | 1.9 | $ 1.9 | $ 0 | ||||||
Stock option exercises, Shares | 2,124,046 | ||||||||
Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock based compensation expense | $ 3.5 | $ 3.5 | |||||||
Chief Executive Officer | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Promissory notes payment terms | The promissory notes are prepayable at any time at the option of the employee and are payable at the earlier of: (i) the date of any sale, transfer or other disposition of all or any portion of the shares, (ii) five years from the date of the promissory note, or (iii) the latest date repayment must be made to prevent a violation of Section 13(k) of the Securities Exchange Act of 1934.In September 2021, our Board of Directors approved the forgiveness of all outstanding principal and accrued interest for each of the promissory notes. The Company recorded additional compensation expense of $3.5 million for the three and nine months ended September 30, 2021 as a result of this loan forgiveness. | ||||||||
Chief Executive Officer | Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option exercises, Shares | 915,721 | ||||||||
Aggregate principal balance | $ 3.5 | $ 3.5 | |||||||
Accrued interest rate | 4.07% | 2.25% | 2.25% | ||||||
General Counsel | Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option exercises, Shares | 200,606 | ||||||||
President | Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option exercises, Shares | 715,500 | ||||||||
Chief Financial Officer | Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option exercises, Shares | 127,296 | ||||||||
Chief Operating Officer | Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option exercises, Shares | 125,000 | ||||||||
Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Incentive stock options granted to optionees expiration period | 10 years | ||||||||
2012 Equity Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares authorized | 409,565 | 409,565 | |||||||
Expiration period | 5 years | ||||||||
2013 Equity Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares authorized | 21,995,249 | 21,995,249 | |||||||
Shares granted under stock option award | 2,754,384 | ||||||||
Expiration period | 10 years | ||||||||
Percentage of options granted with an exercise price | 110.00% | ||||||||
Share-based compensation Description | Incentive stock options and non-statutory stock options granted pursuant to the terms of the Equity Plans cannot be granted with an exercise price of less than 100% of the fair market value of the underlying Company stock on the date of the grant (110% if the award is issued to an individual that owns 10% or more of the Company’s outstanding stock). | ||||||||
Percentage of outstanding stock owned | 0.10 | ||||||||
Incentive stock options granted to optionees expiration period | 5 years | ||||||||
Percentage of options granted | 0.25 | ||||||||
Period for grant with the remaining balance vesting | 3 years | ||||||||
2013 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of options granted with an exercise price | 100.00% | ||||||||
Percentage of ownership interest in company | 0.10 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Valuation Assumptions for Options Granted (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Risk free interest rates | 0.98% | 0.34% |
Expected term (in years) | 5 years 6 months 10 days | 5 years 5 months 15 days |
Expected volatility | 36.91% | 36.20% |
Fair value of preferred stock | $ 5.13 | $ 1.35 |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Risk free interest rates | 1.11% | 0.44% |
Expected term (in years) | 6 years 1 month 13 days | 6 years 1 month 2 days |
Expected volatility | 37.10% | 36.69% |
Fair value of preferred stock | $ 5.26 | $ 1.42 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Outstanding as of December 31, 2020 | shares | 2,352,952 | |
Exercised | shares | (2,124,046) | |
Granted | shares | 436,173 | |
Forfeited | shares | (68,499) | |
Expired | shares | (4,092) | |
Outstanding as of September 30, 2021 | shares | 592,488 | 2,352,952 |
Vested and exercisable as of September 30, 2021 | shares | 223,280 | |
Outstanding as of December 31, 2020 | $ / shares | $ 1.68 | |
Exercised | $ / shares | 1.66 | |
Granted | $ / shares | 5.28 | |
Forfeited | $ / shares | 4.97 | |
Expired | $ / shares | 3.79 | |
Outstanding as of September 30, 2021 | $ / shares | 3.78 | $ 1.68 |
Vested and exercisable as of September 30, 2021 | $ / shares | $ 2.21 | |
Outstanding as of December 31, 2020 | 7 years 11 months 4 days | 7 years 6 months 3 days |
Exercised | 6 years 9 months 29 days | |
Granted | 7 years 7 months 20 days | |
Vested and exercisable as of September 30, 2021 | 5 years 8 months 23 days | |
Outstanding as of December 31, 2020 | $ | $ 0 | |
Exercised | $ | 35,730 | |
Granted | $ | 5,765 | |
Forfeited | $ | 1,540 | |
Expired | $ | 61 | |
Outstanding as of September 30, 2021 | $ | 0 | $ 0 |
Vested and exercisable as of September 30, 2021 | $ | $ 3,640 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Defined contribution plan, description | The Company has a 401(k) defined contribution plan which permits participating U.S. employees to defer up to a maximum of 100% of their compensation, subject to limitations established by the Internal Revenue Service. Employees aged 21 and older are eligible to contribute to the plan starting 30 days after their employment date. Once eligible, participants are automatically enrolled to contribute 6% of eligible compensation or may elect to contribute a whole percentage of their eligible compensation subject to annual Internal Revenue Code limits. | |
Defined contribution plan, maximum annual contributions per employee, percent | 100.00% | |
Percentage of eligible compensation | 6.00% | |
Contributions by employer | $ 0 | $ 0 |
Stockholders' Equity and Rede_3
Stockholders' Equity and Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 115,490,000 | 106,910,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Capital raised, net of issuance Costs | $ 1,000 | |
Dividends | $ 0 | |
Series F Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, par or stated value per share | $ 14 | |
Capital raised, net of issuance Costs | $ 13,300 | |
Preferred Stock Shares Issued | 714,272 | |
Conversion price | $ 14 | |
Series E Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, par or stated value per share | $ 14 | $ 14 |
Capital raised, net of issuance Costs | $ 1,600 | |
Preferred Stock Shares Issued | 332,220 | 200,111 |
Conversion price | $ 14 | |
Series D Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, par or stated value per share | $ 11.3088 | |
Capital raised, net of issuance Costs | $ 5,200 | |
Preferred Stock Shares Issued | 665,384 | |
Conversion price | 11.3088 | |
Series Seed | ||
Class Of Stock [Line Items] | ||
Conversion price | 2.192 | |
Series A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion price | 9.6712 | |
Series B | ||
Class Of Stock [Line Items] | ||
Conversion price | 10.4792 | |
Series B1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion price | 10.48 | |
Series C Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion price | $ 9.7448 | |
Ninth Amended and Restated Certificate of Incorporation | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 115,490,000 | |
Common stock, par value | $ 0.0001 | |
Preferred Stock, Shares Authorized | 80,083,782 | |
Preferred stock, par or stated value per share | $ 0.0001 | |
Shares subject to repurchase | 946,627 |
Stockholders' Equity and Rede_4
Stockholders' Equity and Redeemable Convertible Preferred Stock - Schedule Of Redeemable Convertible Preferred Stock (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 80,083,782 | 71,512,354 |
Temporary equity, liquidation preference | $ 87,385 | $ 71,746 |
Series Seed | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 13,296,372 | 13,296,372 |
Shares Issued and Outstanding | 1,655,186 | 1,655,186 |
Net Carrying Value | $ 3,628,000 | $ 3,628,000 |
Common Stock Issuable on Conversion | 1,655,186 | 1,655,186 |
Temporary equity, liquidation preference | $ 3,628,000 | $ 3,628,000 |
Series A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 8,276,928 | 8,276,928 |
Shares Issued and Outstanding | 1,034,604 | 1,034,604 |
Net Carrying Value | $ 9,458,000 | $ 9,458,000 |
Common Stock Issuable on Conversion | 1,034,604 | 1,034,604 |
Temporary equity, liquidation preference | $ 10,006,000 | $ 10,006,000 |
Series B | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 13,381,711 | 13,381,711 |
Shares Issued and Outstanding | 1,669,848 | 1,669,848 |
Net Carrying Value | $ 17,472,000 | $ 17,472,000 |
Common Stock Issuable on Conversion | 1,669,848 | 1,669,848 |
Temporary equity, liquidation preference | $ 17,499,000 | $ 17,499,000 |
Series B1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 7,736,552 | 7,736,552 |
Shares Issued and Outstanding | 858,825 | 858,825 |
Net Carrying Value | $ 8,942,000 | $ 8,942,000 |
Common Stock Issuable on Conversion | 858,825 | 858,825 |
Temporary equity, liquidation preference | $ 13,501,000 | $ 13,501,000 |
Series C Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 8,209,586 | 8,209,586 |
Shares Issued and Outstanding | 1,026,198 | 1,026,198 |
Net Carrying Value | $ 9,500,000 | $ 9,500,000 |
Common Stock Issuable on Conversion | 1,026,198 | 1,026,198 |
Temporary equity, liquidation preference | $ 15,000,000 | $ 15,000,000 |
Series D Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 10,611,205 | 10,611,205 |
Shares Issued and Outstanding | 822,214 | 822,214 |
Net Carrying Value | $ 5,877,000 | $ 5,877,000 |
Common Stock Issuable on Conversion | 822,214 | 822,214 |
Temporary equity, liquidation preference | $ 9,306,000 | $ 9,306,000 |
Series E Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 10,000,000 | 10,000,000 |
Shares Issued and Outstanding | 532,331 | 200,111 |
Net Carrying Value | $ 5,735,000 | $ 1,585,000 |
Common Stock Issuable on Conversion | 532,331 | 200,111 |
Temporary equity, liquidation preference | $ 7,445,000 | $ 2,806,000 |
Series F Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 8,571,428 | |
Shares Issued and Outstanding | 785,700 | |
Net Carrying Value | $ 8,272,000 | |
Common Stock Issuable on Conversion | 785,700 | |
Temporary equity, liquidation preference | $ 11,000,000 | |
Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 80,083,782 | 71,512,354 |
Shares Issued and Outstanding | 8,384,906 | 7,266,986 |
Net Carrying Value | $ 68,884,000 | $ 56,462,000 |
Common Stock Issuable on Conversion | 8,384,906 | 7,266,986 |
Temporary equity, liquidation preference | $ 87,385,000 | $ 71,746,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 18,457 | $ 17,848 | $ 53,573 | $ 47,014 |
Cost of revenues | 10,653 | 10,302 | 30,605 | 28,525 |
Gross profit | 7,804 | 7,546 | 22,968 | 18,489 |
Operating expenses: | ||||
Operating expenses | (14,015) | (8,689) | (33,157) | (22,619) |
Interest expense | (127) | (145) | (548) | (676) |
Change in fair value of warrant liabilities | 248 | 0 | (644) | (229) |
Other income (expense), net | 358 | (27) | 2,330 | (19) |
Income (loss) before income taxes | (5,732) | (1,315) | (9,051) | (5,054) |
DTC | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 12,674 | 14,534 | 39,525 | 39,357 |
Cost of revenues | 7,122 | 8,214 | 22,479 | 23,616 |
Gross profit | 5,552 | 6,320 | 17,046 | 15,741 |
Operating expenses: | ||||
Operating expenses | (5,198) | (5,070) | (15,487) | (12,813) |
Income (loss) before income taxes | 354 | 1,250 | 1,559 | 2,928 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 5,507 | 2,662 | 13,131 | 6,685 |
Cost of revenues | 3,411 | 1,813 | 7,733 | 4,498 |
Gross profit | 2,096 | 849 | 5,398 | 2,187 |
Operating expenses: | ||||
Operating expenses | (1,279) | (737) | (3,484) | (2,308) |
Income (loss) before income taxes | 817 | 112 | 1,914 | (121) |
Other Non Reporting Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 276 | 652 | 917 | 972 |
Cost of revenues | 120 | 275 | 393 | 411 |
Gross profit | 156 | 377 | 524 | 561 |
Operating expenses: | ||||
Operating expenses | (427) | (542) | (1,314) | (641) |
Income (loss) before income taxes | (271) | (165) | (790) | (80) |
Corporate Non Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Cost of revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expenses: | ||||
Operating expenses | (7,111) | (2,340) | (12,872) | (6,857) |
Interest expense | (127) | (145) | (548) | (676) |
Change in fair value of warrant liabilities | 248 | (644) | (229) | |
Other income (expense), net | 358 | (27) | 2,330 | (19) |
Income (loss) before income taxes | $ (6,632) | $ (2,512) | $ (11,734) | $ (7,781) |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 10,327,719 | 9,622,938 |
Stock Option Outstanding | ||
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 592,488 | 2,438,069 |
Unvested Stock Options Early Exercised | ||
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 946,627 | |
Redeemable Convertible Preferred Stock | ||
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 8,384,906 | 7,066,875 |
Warrants to Purchase Redeemable Convertible Preferred Stock | ||
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 403,698 | 117,994 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Current: | ||||
State | $ 1 | $ 9 | $ 17 | $ 15 |
Total current | 1 | 9 | 17 | 15 |
Total provision for income taxes | $ 1 | $ 9 | $ 17 | $ 15 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits | $ 0 |
Unrecognized tax benefits that would impact effective tax rate | 0 |
Significant change in amount of unrecognized tax benefits in next twelve months | 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions | 1 Months Ended | |
Nov. 30, 2021 | Oct. 31, 2021 | |
Restricted Stock Units | Non-employee Directors | ||
Subsequent Event [Line Items] | ||
Total value of awards | $ 0.8 | |
Consulting Agreement | ||
Subsequent Event [Line Items] | ||
Agreement term | 6 months | |
Cash consideration to consultants | $ 0.6 | |
Common stock issued to consultants | 50,000 |