COVER
COVER - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39463 | |
Entity Registrant Name | Ouster, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2528989 | |
Entity Address, Address Line One | 350 Treat Avenue | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94110 | |
City Area Code | 415 | |
Local Phone Number | 949-0108 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 161,449,205 | |
Amendment Flag | false | |
Entity Central Index Key | 0001816581 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Current Fiscal Year End Date | --12-31 | |
Common stock, $0.0001 par value per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | OUST | |
Security Exchange Name | NYSE | |
Warrants to purchase common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | OUST WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 257,165 | $ 11,362 |
Restricted cash, current | 276 | 276 |
Accounts receivable, net | 2,467 | 2,327 |
Inventory, net | 5,293 | 4,817 |
Prepaid expenses and other current assets | 4,097 | 2,441 |
Total current assets | 269,298 | 21,223 |
Property and equipment, net | 9,101 | 9,731 |
Operating lease, right-of-use assets | 10,551 | 11,071 |
Restricted cash, non-current | 1,004 | 1,004 |
Other non-current assets | 62 | 3,385 |
Total assets | 290,016 | 46,414 |
Current liabilities: | ||
Accounts payable | 3,933 | 6,894 |
Accrued and other current liabilities | 4,645 | 4,121 |
Short-term debt | 0 | 7,130 |
Operating lease liability, current portion | 2,833 | 2,772 |
Total current liabilities | 11,411 | 20,917 |
Operating lease liability, long-term portion | 11,169 | 11,908 |
Warrant liabilities (At March 31, 2021 and December 31, 2020 related party $5,154 and Nil, respectively) | 14,725 | 49,293 |
Other non-current liabilities | 956 | 978 |
Total liabilities | 38,261 | 83,096 |
Commitments and contingencies (Note 7) | ||
Redeemable convertible preferred stock, $0.0001 par value per share; Nil and 131,411,372 shares authorized at March 31, 2021 and December 31, 2020; Nil and 88,434,754 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (aggregate liquidation preference of Nil and $41,791 at March 31, 2021 and December 31, 2020, respectively) | 0 | 39,225 |
Stockholders’ equity / (deficit): | ||
Common stock, $0.0001 par value; 1,000,000,000 and 210,956,516 shares authorized at March 31, 2021 and December 31, 2020, respectively; 161,449,205 and 33,327,294 issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 16 | 0 |
Preferred stock, $0.0001 par value; 100,000,000 and Nil shares authorized at March 31, 2021 and December 31, 2020, respectively; Nil and Nil issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in capital | 482,071 | 133,468 |
Accumulated deficit | (230,332) | (209,375) |
Total stockholders’ equity / (deficit) | 251,755 | (75,907) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity / (deficit) | $ 290,016 | $ 46,414 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 131,411,372 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 88,434,754 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 88,434,754 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 41,791 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 210,956,516 |
Common stock, shares issued (in shares) | 161,449,205 | 33,327,294 |
Common stock, shares outstanding (in shares) | 161,449,205 | 33,327,294 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Warrant liabilities | $ 14,725,000 | $ 49,293,000 |
Related Party | ||
Warrant liabilities | $ 5,154,000 | $ 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Product revenue | $ 6,611 | $ 2,300 |
Revenue from Contract with Customer, Product and Service [Extensible List] | Product | Product |
Cost of product revenue | $ 4,868 | $ 4,216 |
Cost, Product and Service [Extensible List] | Product | Product |
Gross profit (loss) | $ 1,743 | $ (1,916) |
Operating expenses: | ||
Research and development | 4,712 | 4,474 |
Sales and marketing | 3,426 | 2,226 |
General and administrative | 9,907 | 3,666 |
Total operating expenses | 18,045 | 10,366 |
Loss from operations | (16,302) | (12,282) |
Other (expense) income: | ||
Interest income | 1 | 22 |
Interest expense | (504) | (1,277) |
Other income (expense), net | (4,152) | (5,156) |
Total other expense, net | (4,655) | (6,411) |
Loss before income taxes | (20,957) | (18,693) |
Provision for income tax expense | 0 | 0 |
Net loss | (20,957) | (18,693) |
Comprehensive loss | $ (20,957) | $ (18,693) |
Net loss per common share, basic (in dollars per share) | $ (0.38) | $ (2.41) |
Net loss per common share, diluted (in dollars per share) | $ (0.38) | $ (2.41) |
Weighted-average shares used to compute basic net loss per share (in shares) | 55,688,281 | 7,767,169 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 55,688,281 | 7,767,169 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT - USD ($) $ in Thousands | Total | Redeemable convertible preferred stock | Common Stock | Additional Paid-in- Capital | Notes receivable from stockholders | Accumulated Deficit | |||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 4,384,348 | |||||||
Beginning balance at Dec. 31, 2019 | $ 40,016 | ||||||||
Ending balance (in shares) at Mar. 31, 2020 | [1] | 4,384,348 | |||||||
Ending balance at Mar. 31, 2020 | $ 40,016 | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 7,902,407 | |||||||
Beginning balance at Dec. 31, 2019 | $ (100,319) | $ 0 | $ 2,320 | $ (44) | $ (102,595) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 423 | |||||||
Issuance of common stock upon exercise of stock options | $ 2 | 2 | |||||||
Vesting of early exercised stock options | 12 | 12 | |||||||
Stock-based compensation expense | 175 | 175 | |||||||
Net loss | (18,693) | (18,693) | |||||||
Reclassification of notes receivable from stockholders | 44 | 44 | |||||||
Ending balance (in shares) at Mar. 31, 2020 | [1] | 7,902,830 | |||||||
Ending balance at Mar. 31, 2020 | $ (118,779) | 2,509 | 0 | (121,288) | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 88,434,754 | 88,434,754 | [1] | ||||||
Beginning balance at Dec. 31, 2020 | $ 39,225 | $ 39,225 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of redeemable convertible preferred stock upon exercise of warrant (in shares) | [1] | 4,232,947 | |||||||
Issuance of redeemable convertible preferred stock upon exercise of warrants | $ 58,097 | ||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | [1] | (92,667,701) | |||||||
Conversion of redeemable convertible preferred stock to common stock | $ (97,322) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 0 | [1] | ||||||
Ending balance at Mar. 31, 2021 | $ 0 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 33,327,294 | 33,327,294 | [1] | ||||||
Beginning balance at Dec. 31, 2020 | $ (75,907) | $ 0 | 133,468 | 0 | (209,375) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 727,114 | |||||||
Issuance of common stock upon exercise of stock options | 190 | $ 1 | 189 | ||||||
Repurchase of common stock (shares) | [1] | (220,561) | |||||||
Repurchase of common stock | (43) | (43) | |||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | [1] | 92,667,701 | |||||||
Conversion of redeemable convertible preferred stock to common stock | $ 97,334 | $ 12 | 97,322 | ||||||
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377 (in shares) | [1] | 34,947,657 | |||||||
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377 | $ 272,064 | $ 3 | 272,061 | ||||||
Offering costs in connection with the merger | (26,620) | (26,620) | |||||||
Vesting of early exercised stock options | 438 | 438 | |||||||
Stock-based compensation expense | 5,256 | 5,256 | |||||||
Net loss | $ (20,957) | (20,957) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 161,449,205 | 161,449,205 | [1] | ||||||
Ending balance at Mar. 31, 2021 | $ 251,755 | $ 16 | $ 482,071 | $ 0 | $ (230,332) | ||||
[1] | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1), have been retroactively restated as shares reflecting the exchange ratio of approximately 0.703 established in the Merger as described in Note 1. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Parenthetical) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | ||
Private placement warrants acquired as part of the merger | $ 19,377 | $ 0 |
Share exchange ratio | 0.703 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (20,957) | $ (18,693) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,095 | 822 |
Stock-based compensation | 5,256 | 175 |
Change in right-of-use asset | 520 | 436 |
Interest expense on notes and convertible debt | 36 | 905 |
Amortization of debt issuance costs and debt discount | 250 | 94 |
Change in fair value of warrant liabilities | 4,152 | 0 |
Change in fair value of derivative liability | 0 | 5,308 |
Inventory obsolescence impairment | 0 | 1,483 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (140) | (463) |
Inventory | (476) | (2,980) |
Prepaid expenses and other assets | (1,202) | (27) |
Accounts payable | (1) | 590 |
Accrued and other liabilities | (254) | 351 |
Operating lease liability | (678) | 165 |
Net cash used in operating activities | (12,399) | (11,834) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (597) | (1,393) |
Net cash used in investing activities | (597) | (1,393) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Proceeds from the merger and private offering | 291,454 | 0 |
Payment of offering costs | (26,116) | 0 |
Repayment of debt | (7,000) | 0 |
Proceeds from convertible notes payable | 5,000 | 0 |
Repayment of promissory notes to related parties | (5,000) | 0 |
Repurchase of common stock | (43) | 0 |
Proceeds from exercise of stock options | 504 | 2 |
Net cash provided by financing activities | 258,799 | 2 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 245,803 | (13,225) |
Cash, cash equivalents and restricted cash at beginning of period | 12,642 | 18,405 |
Cash, cash equivalents and restricted cash at end of period | 258,445 | 5,180 |
SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES: | ||
Cash paid for interest | 635 | 278 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | ||
Property and equipment purchases included in accounts payable and accrued liabilities | 100 | 244 |
Private placement warrants acquired as part of the merger | 19,377 | 0 |
Issuance of redeemable convertible preferred stock upon exercise of warrants | 58,097 | 0 |
Conversion of redeemable convertible preferred stock to common stock | 97,322 | 0 |
Offering costs not yet paid | 504 | 0 |
Reclassification of common stock on exercise of stock options with notes receivable from stockholders | $ 0 | $ 44 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Cash Flows [Abstract] | ||||
Cash and cash equivalents | $ 257,165 | $ 11,362 | $ 3,624 | |
Restricted cash, current | 276 | 276 | 276 | |
Restricted cash, non-current | 1,004 | 1,004 | 1,280 | |
Total cash, cash equivalents and restricted cash | $ 258,445 | $ 12,642 | $ 5,180 | $ 18,405 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Ouster, Inc. was incorporated in the state of Delaware on June 4, 2020. The Company’s operating subsidiary, Ouster Technologies, Inc. (“OTI” and prior to the Merger (as defined below), named Ouster, Inc.), was incorporated in the state of Delaware on June 30, 2015. The Company is a leading provider of high-resolution digital lidar sensors that offer advanced 3D vision to machinery, vehicles, robots, and fixed infrastructure assets, allowing each to understand and visualize the surrounding world and ultimately enabling safe operation and ubiquitous autonomy. Unless the context otherwise requires, references in this subsection to “the Company” refer to the business and operations of OTI (formerly known as Ouster, Inc.) and its consolidated subsidiaries prior to the Merger (as defined below) and to Ouster, Inc. (formerly known as Colonnade Acquisition Corp.) and its consolidated subsidiaries following the consummation of the Merger. Colonnade Acquisition Corp. (“CLA”), the Company’s predecessor, was originally a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On March 11, 2021, CLA consummated a merger with the Company pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 21, 2020, details of which are included below. Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”) applicable to interim periods. The functional currency for the Company is the United States dollar. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020 and the notes related thereto, included as Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2021. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. The results of operations for any interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future years or interim periods. Liquidity The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis. The Company has experienced recurring losses from operations, and negative cash flows from operations. As of March 31, 2021, the Company had an accumulated deficit of approximately $230 million. The Company has historically financed its operations primarily through the Merger and related transactions, the sale of convertible notes, equity securities, proceeds from debt and, to a lesser extent, cash received from sales. Management expects significant operating losses and negative cash flows from operations to continue for the foreseeable future. The Company expects to continue investing in product development and sales and marketing activities. The long-term continuation of the Company’s business plan is dependent upon the generation of sufficient revenues from its products to offset expenses. In the event that the Company does not generate sufficient cash flows from operations and is unable to obtain funding, the Company will be forced to delay, reduce, or eliminate some or all of its discretionary spending, which could adversely affect the Company’s business prospects, ability to meet long-term liquidity needs or ability to continue operations. The Company has concluded that its cash and cash equivalents as of March 31, 2021 are sufficient for the Company to continue as a going concern for at least one year from the date these unaudited condensed consolidated financial statements are available for issuance. Merger Agreement with Colonnade Acquisition Corp. and Beam Merger Sub, Inc. On December 21, 2020, OTI entered into the Merger Agreement with CLA and Beam Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and subsidiary of CLA. OTI’s board of directors unanimously approved OTI’s entry into the Merger Agreement, and on March 11, 2021, the transactions contemplated by the Merger Agreement were consummated. Pursuant to the terms of the Merger Agreement, (i) CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.” and (ii) Merger Sub merged with and into OTI (such transactions contemplated by the Merger Agreement, the “Merger”), with OTI surviving the Merger. As a result of the Merger, among other things, (1) each of the then issued and outstanding 5,000,000 CLA Class B ordinary shares, par value $0.0001 per share, of CLA (the “CLA Class B ordinary shares”) converted automatically, on a one-for-one basis, into a CLA Class A ordinary share (as defined below), (2) immediately following the conversion described in clause (1), each of the then issued and outstanding 25,000,000 Class A ordinary shares, par value $0.0001 per share, of CLA (the “CLA Class A ordinary shares”), converted automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Ouster (the “Ouster common stock”), (3) each of the then issued and outstanding 10,000,000 redeemable warrants of CLA (the “CLA warrants”) converted automatically into a redeemable warrant to purchase one share of Ouster common stock (the “Public warrants”) pursuant to the Warrant Agreement, dated August 20, 2020 (the “Warrant Agreement”), between CLA and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and (4) each of the then issued and outstanding units of CLA that had not been previously separated into the underlying CLA Class A ordinary shares and underlying CLA warrants upon the request of the holder thereof (the “CLA units”), were cancelled and entitled the holder thereof to one share of Ouster common stock and one-half of one Public warrant, and (5) each of the then issued and outstanding 6,000,000 private placement warrants of CLA (the “Private Placement warrants”) converted automatically into a Public warrant pursuant to the Warrant Agreement. No fractional Public warrants were issued upon separation of the CLA units. Immediately prior to the effective time of the Merger, (1) each share of OTI’s Series B Preferred Stock, par value $0.00001 per share (the “OTI Preferred Stock”), converted into one share of common stock, par value $0.00001 per share, of OTI (the “OTI common stock” and, together with OTI Preferred Stock, the “OTI Capital Stock”) (such conversion, the “OTI Preferred Conversion”) and (2) all of the outstanding warrants to purchase shares of OTI Capital Stock were exercised in full or terminated in accordance with their respective terms (the “OTI Warrant Settlement”). As a result of and upon the closing of the Merger, among other things, all shares of OTI Capital Stock (after giving effect to the OTI Warrant Settlement) outstanding immediately prior to the closing of the Merger together with shares of OTI common stock reserved in respect of options to purchase shares of OTI common stock and restricted shares of OTI common stock (together, the “OTI Awards”) outstanding immediately prior to the closing of the Merger that were converted into awards based on Ouster common stock, were cancelled in exchange for the right to receive, or the reservation of, an aggregate of 150,000,000 shares of Ouster common stock (at a deemed value of $10.00 per share), which, in the case of OTI Awards, were shares underlying awards based on Ouster common stock, representing a fully-diluted pre-transaction. Upon closing of the Merger, the Company received gross proceeds of $299.9 million from the Merger and private offering, offset by $8.5 million of pre-merger costs relating to CLA and offerings costs of $26.6 million. The Merger was accounted for as a reverse recapitalization under generally accepted accounting principles (“GAAP”). Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on OTI stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. PIPE Investment On December 21, 2020, concurrently with the execution of the Merger Agreement, CLA entered into subscription agreements with certain institutional and accredited investors (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 10,000,000 shares of Ouster common stock at $10.00 per share for an aggregate commitment amount of $100,000,000 (the “PIPE Investment”), a portion of which was funded by certain affiliates of |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, revenue recognition, sales return reserve, allowances for inventory valuation, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments (including preferred stock and warrants). The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. The Company is not aware of any specific event or circumstances that would require an update to estimates, judgments or assumptions or a revision to the carrying value of the Company’s assets or liabilities as of the date these financial statements were available to be issued. These estimates, judgments and assumptions may change in the future, as new events occur, or additional information is obtained. Impact of the COVID-19 Pandemic The Company has been actively monitoring the COVID-19 situation and its impact on the Company’s business. In response to the pandemic, numerous state and local jurisdictions have imposed “shelter-in-place” orders, quarantines and other restrictions. In the United States, governmental authorities have recommended, and in certain cases required, that elective, specialty and other procedures and appointments, be suspended or canceled. Similarly, in March and December 2020, the governor of California, where the Company’s headquarters are located, issued “stay at home” orders limiting non-essential activities, travel and business operations. Such orders or restrictions have resulted in reduced operations at the Company’s headquarters (including its manufacturing facility), work stoppages, slowdowns and delays, travel restrictions and cancellation of events and have restricted the efforts of the Company’s sales representatives, thereby significantly and negatively impacting the Company’s operations. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. The situation surrounding COVID-19 remains fluid and the potential for a material impact on the Company increases the longer the virus impacts the level of economic activity in the United States and globally. Foreign Currencies The functional currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, non-U.S. dollar denominated monetary assets and liabilities are re-measured into U.S. dollars at the exchange rates in effect at the reporting date, non-monetary assets and liabilities are recorded at historical rates, and revenue and expenses are recorded at average exchange rates in effect during each reporting period. Foreign currency transaction gains and losses are recorded in other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive loss. Net loss per common share The Company follows the two-class method when computing net loss per common share. The two-class method determines net loss per common share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per common share attributable to common stockholders is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three months ended March 31, 2021 and 2020 . Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company has no components of other comprehensive loss. Therefore, net loss equals comprehensive loss for all periods presented and, accordingly, the Consolidated Statements of Comprehensive Loss is not presented in a separate statement. Segment Information The Company operates as one reportable and operating segment, which relates to the sale of lidar sensor kits. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. Revenue Recognition In accordance with ASC 606, revenue is recognized when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. To achieve the core principle of this standard, the Company performs the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of revenue contracts and its customary business practices in identifying contracts under ASC 606. It is determined that a contract with a customer exists when the contract is approved, each party’s rights regarding the product or services to be transferred and the payment terms for the product or services can be identified, it is determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgement in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the product or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) sale of lidar sensor kits and (ii) product development and validation services. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring product or services to the customer. Variable consideration is included in the transaction price if the Company judges that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company does not have a material amount of variable consideration in its agreements with customers. None of the Company’s contracts contain a significant financing component. All taxes assessed by a governmental authority on a specific revenue-producing transaction collected by the Company from a customer are excluded from the transaction price. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In each of the three months ended March 31, 2021 and 2020, the Company did not have a material volume of contracts that required the allocation of transaction price to multiple performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to a customer. Revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services. The Company generates all of its revenue from contracts with customers and applies judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of lidar sensor kits to customers. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost of shipping activities that occur after control has transferred to the customer as a fulfillment cost rather than a separate performance obligation. All related shipping costs are accrued and recognized within cost of revenue when the related revenue is recognized. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically three months or less. Revenue from sale of lidar sensor kits, which are recognized at a point in time, was approximately $6.6 million and $2.3 million in the three months ended March 31, 2021 and 2020, respectively. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual performance obligation separately if the customer can benefit from the performance obligation on its own or with other resources that are readily available to the customer and the performance obligation is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific performance obligation if it were sold separately in similar circumstances and to similar customers. The Company provides standard product warranties for a term of typically two years to ensure that its lidar sensors comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Costs to obtain a contract The Company expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The expense was $0.3 million for the three months ended March 31, 2021. No commission plan was in place and no expense was recognized for the three months ended March 31, 2020. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances up to six months after purchase. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of March 31, 2021 and December 31, 2020. Actual returns in subsequent periods have been consistent with estimated amounts. Remaining performance obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Significant financing component In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. Contract modifications The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts for the additional products or services as part of the existing contract primarily on a prospective basis. Judgments and estimates Accounting for contracts recognized over time under ASC 606 involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to- cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Contract assets The Company had no contract assets as of March 31, 2021 or December 31, 2020. Disaggregation of Revenues The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands): Three Months Ended March 31, 2021 2020 United States $ 1,858 $ 1,274 Americas, excluding United States 366 71 Europe, Middle East and Africa 3,133 581 Asia and Pacific 1,254 374 Total $ 6,611 $ 2,300 Restricted Cash Restricted cash consists of certificates of deposit held by a bank as security for outstanding letters of credit. The Company had a restricted cash balance of $1.3 million and $1.3 million as of March 31, 2021 and December 31, 2020, respectively, which has been excluded from the Company’s cash and cash equivalents balances. The Company presented $0.3 million of the total amount of restricted cash within current assets on the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. The remaining restricted cash balance of $1.0 million and $1.0 million is included in non-current assets on the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively. Concentrations of credit risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, and restricted cash, and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the United States and at times cash balances may be in excess of federal insurance limits. The Company generally does not require collateral or other security deposits for accounts receivable. To reduce credit risk, the Company considers customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms when determining the collectability of specific customer accounts. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows: March 31, December 31, Customer A 14 % 13 % Customer B * 23 % * Customer accounted for less than 10% of total accounts receivable in the period. Revenue from the Company’s major customers representing 10% or more of total revenue was as follows: March 31, March 31, Customer B * 12 % Customer C 28 % * Customer D * 18 % * Customer accounted for less than 10% of total revenue in the period. Concentrations of supplier risk One supplier accounted for approximately 17% of total purchases during the three months ended March 31, 2021 and accounted for 48% of total accounts payable as of March 31, 2021. One supplier accounted for approximately 11% of total purchases during the three months ended March 31, 2020 and accounted for 23% of total accounts payable balance as of December 31, 2020. Recently Issued Accounting Pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“ECL”). Under the new model, an entity is required to estimate ECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The new model also requires the impairment calculation on an individual security level and requires an entity to use the present value of cash flows when estimating the ECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. The ASU will be effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The Company does not believe the adoption of this new guidance will have a material impact on its unaudited condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for the Company for fiscal years beginning after December 15, 2020 and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the effect of the guidance on its unaudited condensed consolidated financial statements and disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by improving consistent application of other areas of Topic 740. The new standard is effective for the Company for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the guidance on its condensed consolidated financial statements and disclosures. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: • Level 1 - Quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3 - Instruments whose significant value drivers are unobservable. On March 31, 2021, the Company’s Level 3 liabilities consisted of the Private Placement warrant liability. The determination of the fair value of warrant liability is discussed in Note 6. On December 31, 2020, the Company’s Level 3 liabilities consisted of the redeemable convertible preferred stock warrant liability. The determination of the fair value of warrant liability is discussed in Note 6. The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 6,493 $ — $ — $ 6,493 Total financial assets $ 6,493 $ — $ — $ 6,493 Liabilities Warrant liabilities $ — $ — $ 14,725 $ 14,725 Total financial liabilities $ — $ — $ 14,725 $ 14,725 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Money market funds $ 10,493 $ — $ — $ 10,493 Total financial assets $ 10,493 $ — $ — $ 10,493 Liabilities Warrant liabilities $ — $ — $ 49,293 $ 49,293 Total financial liabilities $ — $ — $ 49,293 $ 49,293 Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The fair value of the Private Placement warrant and redeemable convertible preferred stock warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 6). The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): Redeemable Private Placement Warrant Liability Derivative Fair value as of January 1, 2020 $ (162) $ — $ — Change in the fair value included in other income (expense), net — — (5,308) Fair value as of March 31, 2020 (162) — (5,308) Redeemable Private Placement Warrant Liability Derivative Fair value as of January 1, 2021 (49,293) — — Private placement warrant liability acquired as part of the merger — (19,377) — Change in the fair value included in other income (expense), net (8,804) 4,652 — Issuance of preferred stock upon exercise of warrants 58,097 — — Fair value as of March 31, 2021 $ — $ (14,725) $ — Disclosure of Fair Values |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Cash and Cash Equivalents The Company’s cash and cash equivalents consist of the following (in thousands): March 31, December 31, Cash $ 250,672 $ 869 Cash equivalents: Money market funds 6,493 10,493 Total cash and cash equivalents $ 257,165 $ 11,362 Inventory Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands): March 31, December 31, Raw materials $ 1,965 $ 1,376 Work in process 1,283 1,249 Finished goods 2,045 2,192 Total inventory $ 5,293 $ 4,817 Total inventory balance as of March 31, 2021 and December 31, 2020 includes a write down of $2.2 million and $2.7 million, respectively, for obsolete, scrap, or returned inventory. During the three months ended March 31, 2021 and 2020, $0 and $1.5 million of inventory write offs were charged to cost of revenue. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid insurance $ 1,920 $ 206 Prepaid expenses 893 694 Receivable from contract manufacturer 1,241 1,521 Security deposit 43 20 Total prepaid and other current assets $ 4,097 $ 2,441 Property and Equipment, net Property and equipment consists of the following (in thousands): Estimated Useful Life March 31, December 31, Machinery and equipment 3 $ 5,519 $ 5,084 Computer equipment 3 483 456 Automotive and vehicle hardware 5 93 93 Software 3 104 104 Furniture and fixtures 7 721 721 Leasehold improvements Shorter of useful life or lease term 9,265 9,265 16,185 15,723 Less: Accumulated depreciation (7,084) (5,992) Property and equipment, net $ 9,101 $ 9,731 Depreciation expense associated with property and equipment was $1.1 million and $0.8 million in the three months ended March 31, 2021 and 2020, respectively. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, Customer deposits 48 71 Accrued compensation 1,802 1,618 Uninvoiced receipts 2,007 1,947 Other 788 485 Total accrued and other current liabilities $ 4,645 $ 4,121 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Runway Growth Loan Agreement On November 27, 2018, the Company entered into a Loan and Security Agreement with Runway Growth Credit Fund Inc. (“Runway Loan and Security Agreement”). The Runway Loan and Security Agreement provided for loans in an aggregate principal amount up to $10.0 million with a loan maturity date of November 15, 2021. The loan carried an interest rate equal to LIBOR plus 8.5%, unless LIBOR becomes no longer attainable or ceases to fairly reflect the costs of the lender, in which case the applicable interest rate shall be Prime Rate plus 6.0%. In an event of default, annual interest is increased by 5.0% above the otherwise applicable rate. The loan’s annual effective interest rate was approximately 16.4% for each of the three months ended March 31, 2021 and 2020. In conjunction with the Runway Loan and Security Agreement, the Company issued a warrant to purchase 35,348 shares of Series A redeemable convertible preferred stock (the “Series A Preferred Stock”) of the Company (4.0% of original principal amount of $10.0 million, divided by the exercise price), with an exercise price of $11.3518 per share. The fair value of this warrant was estimated to be $0.1 million and accounted for as a debt discount. On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, the Company amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of the Company. The aggregate value of the warrants increased by $0.1 million after the warrant modification. The warrants were exercised on March 11, 2021 and the warrant liability was remeasured to fair value with the increase recognized as a loss of $0.6 million for the three months ended March 31, 2021 within other income (expense), net in the consolidated statements of operations and comprehensive loss. The warrant liability was remeasured to fair value as of March 31, 2020 and the reduction was recognized as a gain of $0.2 million. On March 26, 2021 the Company terminated the Runway Loan and Security Agreement and repaid the $7.0 million principal amount outstanding as well as interest and fees amounting to $0.4 million. The Company incurred no prepayment fees in connection with the termination and all liens and security interests securing the loan made pursuant to the Runway Loan and Security Agreement were released upon termination. As of March 31, 2021 and December 31, 2020, the outstanding principal balance of the loan was nil and $7.0 million, respectively. Promissory notes |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Warrants | Warrants Series A and B Redeemable Convertible Preferred Stock Warrants On November 27, 2018, in connection with the execution of the Runway Loan and Security Agreement, OTI issued a warrant to purchase 35,348 shares of Series A Preferred Stock of OTI at an exercise price of $11.3518 per share (the “Runway warrant”). On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, OTI amended the Runway warrant to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of OTI at an exercise price of $11.3518 per share. The Runway warrants included a cashless exercise provision under which their holders could, in lieu of payment of the exercise price in cash, surrender the Runway warrant and receive a net amount of shares based on the fair market value of OTI’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The Runway warrants contained provisions for adjustment of the exercise price and number of shares issuable upon the exercise of the Runway warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations. The fair value of the warrants issued was recorded as of the date of initial issuance in the amount of $0.1 million. The subsequent issuance of warrants pursuant to the August 5, 2019 amendment to the Runway Loan and Security Agreement was recorded in the amount of $0.1 million. Immediately prior to the Merger, the warrants were exercised in full in accordance with their terms. On April 3, 2020, in connection with the closing of the Series B redeemable convertible preferred stock, OTI issued a warrant to purchase 4,513,993 shares of Series B redeemable convertible preferred stock of the Company at an exercise price of $0.3323 per share (the “Series B warrants”). The Series B warrants could be exercised prior to the earliest to occur of (i) the 10 year anniversary of the date of issuance, (ii) the consummation of a liquidation transaction, or (iii) the consummation of an initial public offering. The Series B warrants included a cashless exercise provision under which their holders may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the Company’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The Series B warrants contained provisions for adjustment of the exercise price and number of shares issuable upon the exercise of the Series B warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations. The Series B warrants were initially recognized as a liability at a fair value of $0.7 million. The Series B warrants were exercised on February 11, 2021 and the warrant liability was remeasured to fair value as of that date, resulting in a loss of $8.3 million for the three months ended March 31, 2021, classified within other income (expense), net in the consolidated statements of operations and comprehensive loss. Upon exercise redeemable convertible preferred stock converted into common stock pursuant to the conversion rate effective immediately prior to the Merger. Historically, value was assigned to each class of equity securities using an option pricing model method (“OPM”). In September 2020, OTI began allocating the equity value using a hybrid method that utilizes a combination of the OPM and the probability weighted expected return method (“PWERM”). The PWERM is a scenario-based methodology that estimates the fair value of equity securities based upon an analysis of future values for OTI, assuming various outcomes. As the probability of a transaction with a special purpose acquisition company (“SPAC”) increased, the fair value of the redeemable convertible preferred stock warrant liability increased as of the date of the exercise. The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model: Initial Issuance Subsequent December 31, February 11, March 11, Stock price $ 5.80 $ 5.80 $ 7.11 $ 10.27 $ 8.44 Expected term (years) 10.00 9.31 2.00 2.00 2.00 Expected volatility 57.81 % 57.35 % 76.00 % 76.00 % 76.00 % Risk-free interest rate 3.06 % 1.75 % 0.13 % 0.13 % 0.13 % Dividend yield 0 % 0 % 0 % 0 % 0 % Private Placement Warrants Simultaneously with the closing of the Company’s initial public offering (the “IPO”) in August 2020, the sponsor of CLA, Colonnade Sponsor LLC, purchased an aggregate of 6,000,000 Private Placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of $6,000,000. The Private Placement warrants will become exercisable 12 months following the closing of the Company’s IPO, and will expire five years from the completion of the Merger, or earlier upon redemption or liquidation. Each Private Placement warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share. On March 11, 2021, each outstanding Private Placement warrant automatically converted into a warrant to purchase one share of Ouster common stock pursuant to the Warrant Agreement. The Private Placement warrants were initially recognized as a liability at a fair value of $19.4 million and the Private Placement warrant liability was remeasured to fair value as of March 31, 2021, resulting in a gain of $4.6 million for the three months ended March 31, 2021, classified within other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model: March 11, 2021 March 31, 2021 Stock price $ 12.00 $ 8.50 Exercise price of warrant 11.5 11.5 Expected term (years) 5.00 4.95 Expected volatility 27.00 % 43.00 % Risk-free interest rate 0.78 % 0.92 % Public Warrants The Company, in its IPO in August 2020, issued 20,000,000 units that each consisted one Class A ordinary share and one half warrant to purchase a Class A ordinary share, which we refer to as CLA warrants before the Merger and Public warrants after the Merger. These warrants may only be exercised for a whole number of shares, and no fractional warrants were issued or issuable upon separation of the units and only whole warrants will trade. The warrants will become exercisable 12 months following the closing of the Company’s IPO, and will expire five years from the completion of the Merger, or earlier upon redemption or liquidation. Each Public warrant will be exercisable at a price of $11.50 per share. On March 11, 2021, upon the closing of the Merger pursuant to the Merger Agreement (Note 1), each of the 9,999,996 outstanding warrants, as adjusted for any fractional warrants that were not issued upon separation, was converted automatically into a redeemable Public warrant to purchase one share of the Company’s common stock. The Public warrants were recognized as equity upon the Merger in the amount of $17.9 million. Once the Public warrants become exercisable and prior to their expiration, the Company may redeem the Public warrants at a price of $0.01 per warrant, provided that the closing price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which the Company gives proper notice of such redemption to the warrants holders. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of credit In connection with two leases, the Company obtained two letters of credit from a bank as required by the lease agreements. If the Company defaults under the terms of the applicable lease, the lessor will be entitled to draw upon the letters of credit in the amount necessary to cure the default. The amounts covered by the letters of credit are collateralized by certificates of deposit, which are included in restricted cash on the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. The outstanding amount of the letters of credit was $1.3 million as of March 31, 2021 and December 31, 2020. Non-cancelable purchase commitments As of March 31, 2021, the Company had non-cancelable purchase commitments to a third-party contract manufacturer for approximately $5.5 million and other vendors for approximately $4.0 million. Litigation From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Company’s future financial position or results of operations. As of March 31, 2021 and December 31, 2020 there are no material litigation matters. Indemnification From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnity agreements pursuant to which it has indemnified its directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer, other than liabilities arising from willful misconduct of the individual. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnity agreements. The unaudited condensed consolidated financial statements do not include a liability for any potential obligations under the indemnification agreements at March 31, 2021 and December 31, 2020. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred and Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred and Common Stock | Redeemable Convertible Preferred and Common Stock The Company’s common stock and warrants trade on the New York Stock Exchange under the symbol “OUST” and “OUSTWS”, respectively. Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 1,000,000,000 shares of common stock; (ii) 100,000,000 shares of preferred stock. Immediately following the Merger, there were 161,449,205 shares of common stock with a par value of $0.0001, and 15,999,996 warrants outstanding. The holder of each share of common stock is entitled to one vote. The Company has retroactively adjusted the shares issued and outstanding prior to March 11, 2021 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Immediately prior to the Merger, OTI’s certificate of incorporation, as amended, authorized it to issue 342,367,887 shares of $0.00001 par value, with 210,956,516 shares designated as common stock and 131,411,372 shares of redeemable convertible preferred stock. Series Seed Financing and conversion In April 2016, OTI issued 1,887,253 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $1.8 million, net of $0.1 million stock issuance costs. In April 2016, OTI issued 44,256 shares to an investor upon conversion of a note having a balance of principal and interest of $45,000. In May 2016, OTI issued 563,725 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $0.6 million. In July 2016, OTI issued 445,942 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $0.5 million. In April 2020, in order to induce the closing of the Series B Financing, the holders exercised the embedded conversion feature and all the outstanding Series Seed redeemable convertible preferred stock shares were converted to 2,941,176 shares of OTI’s common stock. Series A Financing and conversion In October 2017, OTI issued 1,324,511 shares of Series A Preferred Stock at $11.3158 per share for net proceeds of $14.8 million, net of $0.2 million of stock issuance costs. In October 2017, OTI issued 1,253,556 shares of Series A Preferred Stock upon conversion of multiple notes having a principal and interest balance of $4.6 million. In December 2017, OTI issued 715,712 shares of Series A Preferred Stock at $11.3158 per share for net proceeds of $8.1 million. In April 2020, in order to induce the closing of the Series B Financing, the holders exercised the embedded conversion feature and all of the outstanding Series A redeemable convertible preferred stock shares were converted to 3,293,779 shares of OTI’s common stock. Series B Financing In April 2020, OTI issued 45,185,071 shares of Series B redeemable convertible preferred stock at $0.3323 per share for net proceeds of $15.1 million, less $0.1 million of stock issuance costs. In May 2020, OTI issued 17,320,031 shares of Series B redeemable convertible preferred stock at $0.3323 per share for net proceeds of $5.8 million, less $0.1 million of stock issuance costs. In July 2020, OTI issued 37,970,846 shares of Series B redeemable convertible preferred stock at $0.3323 per share for net proceeds of $12.5 million, less $0.1 million of stock issuance costs. In August 2020, OTI issued 25,286,587 shares of Series B redeemable convertible preferred stock at $0.3323 per share for net proceeds of $8.4 million, less $0.1 million of stock issuance costs. On March 11, 2021, upon the closing of the Transaction pursuant to the Merger Agreement (Note 1), all of the outstanding redeemable convertible preferred stock was converted to the Company’s common stock pursuant to the conversion rate effective immediately prior to the Transaction and the remaining amount was reclassified to additional paid-in capital. As of March 31, 2021, the Company does not have any redeemable convertible preferred stock outstanding. Prior to the Merger, redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data): December 31, 2020 Series Issue Price Shares Shares Liquidation Carrying Series B $ 0.33 131,411,372 88,434,754 $ 41,791 $ 39,225 Prior to the Merger, the significant features of OTI’s redeemable convertible preferred stock were as follows: Dividend provisions The Series Seed, Series A and Series B preferred stockholders were entitled to receive dividends prior and in preference to any dividends on the common stock, at a rate of $0.0612, $0.6789 and $0.019938 per share, respectively, per annum on a non-cumulative basis, when and if declared by the board of directors, subject to the prior rights of the preferred stockholders. After payment of such dividend, any additional dividends would be distributed among the holders of the preferred stock and common stock pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all shares of preferred stock into common stock). Liquidation preference In the event of liquidation, dissolution or winding up of the Company, merger or a reduction of capital through the sale or lease of all or substantial part of the business of the Company, before any distribution or payment were to be made to the holders of common stock, the holders of Series Seed, Series A and Series B redeemable convertible preferred stock were entitled to receive $1.02, $11.3518 and $0.3323 per share (subject to adjustment in the event of any share dividend, share split, combination, or other recapitalization), respectively, plus any declared but unpaid dividends on such shares. If the assets and funds were insufficient for such distribution, they were entitled to receive a pro rata distribution, based on the relative preferred stock ownership and in proportion to the preferential amount each such holder is otherwise entitled. If the assets and funds are in excess of amounts distributed to the preferred stockholders, the remaining assets and funds shall be distributed pro rata to the holders of the common stock. If the holders of the redeemable convertible preferred stock would receive a greater distribution if they converted to common stock, then such conversion would have been assumed prior to distribution. Conversion rights The holders of Series Seed, Series A and Series B redeemable convertible preferred stock had a right to convert their stock into nonassessable shares of common stock at a conversion rate equal to their respective liquidation preferences divided by a conversion price of $1.02, $11.3518 and $0.3323, respectively, which was adjusted for any stock splits, stock dividends, combination, subdivisions, recapitalizations or similar transactions. On March 11, 2021, upon the closing of the Transaction pursuant to the Merger Agreement (Note 1), all of the outstanding redeemable convertible preferred stock was converted to the Company’s common stock pursuant to the conversion rate effective immediately prior to the Transaction and the remaining amount was reclassified to additional paid-in capital. Redemption rights The redeemable convertible preferred stock were recorded in mezzanine equity because while it was not currently redeemable, it could become redeemable at the option of the preferred stockholders upon the occurrence of certain deemed liquidation events that were considered not solely within the Company’s control for an amount equal to the shares respective liquidation preference plus declared and unpaid dividends. Voting rights |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation We currently have two equity incentive plans, our 2015 Stock Plan (the “2015 Plan”) and our 2021 Incentive Award Plan (the “2021 Plan”). On March 11, 2021, our 2015 Plan was terminated in connection with the consummation of Merger as defined in Note 1, but continues to govern the terms of outstanding stock options that were granted prior to the termination of the 2015 Plan. We no longer grant equity awards pursuant to our 2015 Plan. 2015 Stock Plan In 2015, the Company established its 2015 Stock Plan. The purpose of the 2015 Stock Plan was to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the 2015 Plan included Incentive Stock Options or Non-statutory Stock Options, as determined by the administrator of the 2015 Plan at the time of grant of an option and subject to the applicable provisions of Section 422, Incentive Stock Options (“ISO”) , of the Internal Revenue Code and the regulations promulgated thereunder. Restricted Stock Awards (“RSA”) could also be granted under the 2015 Plan. Restricted stock awards typically vested monthly over 1, 2, or 4 years. Options under the 2015 Plan were granted for periods of up to ten years. All options issued had a 10-year life. The exercise price of an ISO was no less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. The exercise price of an ISO granted to a 10% shareholder was no less than 110% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. Options granted under the 2015 Plan generally vest or vested over four years and vest or vested at a rate of 25% upon the first anniversary of the issuance date and 1/36th per month thereafter. The Company accounts for forfeitures as they occur. The exercise price of stock options granted in 2019 and 2020 were determined based on the fair value of stock at the date of grant obtained by the Company on a contemporaneous basis from an independent valuation firm. The valuation firm used a PWERM to estimate the aggregate enterprise value of the Company at each valuation date. The PWERM involves applying appropriate risk adjusted discount rates to future values for the enterprise assuming various possible scenarios. The projections used in connection with these valuations were based on the Company’s expected operating performance over the forecast period. Share value is based on the probability-weighted present value of expected future returns to the equity investor considering each of the likely future scenarios available to the enterprise, and the rights and preferences of each share class. Certain employees have the right to early exercise unvested stock options, subject to rights held by the Company to repurchase unvested shares in the event of voluntary or involuntary termination. The Company accounts for cash received in consideration for the early exercise of unvested stock options as a non-current liability, included as a component of other liabilities in the Company’s consolidated balance sheets. On October 12, 2020, the Company issued $1.1 million partial recourse promissory notes to certain executives and employees. The promissory notes carried 0.38% annual cash interest and were due on earliest of 9 th anniversary of the date of issuance of the notes, or termination of employment of the executive/employee, or filing by the Company of a registration statement under the Securities Act of 1933, or promissory notes being prohibited under Section 13(k) of the Securities Exchange Act of 1934 or closing of change a in control of the Company. At issuance, the promissory notes were used to settle certain executives’ and employees’ obligations for 2,883,672 vested and 4,603,833 unvested ISOs that were exercised and no cash was exchanged. In March 2021, in connection with the close of the Merger, the Company forgave half of the respective obligations under the promissory notes for certain executives and required such noteholders to repay the remaining balance of $0.3 million under each of their respective notes. Additional compensation expense of $0.3 million was recognized in general and administrative expenses for the three months ended March 31, 2021 for the value of the loans forgiven. Obligations under the promissory notes for non-executive noteholders of $0.5 million is outstanding as of March 31, 2021. For those shares issued in connection with early exercises, there were 3,524,626, 6,212,254 and 89,431 unvested shares outstanding at March 31, 2021, December 31, 2020 and March 31, 2020, respectively, and approximately $0.5 million, $0.6 million and less than $0.1 million in related liabilities at the respective dates. The number of options early exercised for the three months ended March 31, 2021 was Nil. Stock option activity under the 2015 Plan for the three months ended March 31, 2021 is as follows: Number of Number of Weighted- Weighted- Aggregate Outstanding—December 31, 2020 1,587,195 25,732,503 $ 0.39 9.6 $ 245,746 Shares repurchased 220,561 — 0.14 $ — Options exercised — (727,114) 0.13 9.0 $ 6,083 Options cancelled 378,639 (378,641) 0.15 $ — Outstanding—March 31, 2021 2,186,395 24,626,748 $ 0.41 9.4 $ 199,328 Vested and expected to vest—March 31, 2021 24,626,748 $ 0.41 9.4 $ 199,328 Exercisable—March 31, 2021 5,969,870 $ 0.26 9.2 $ 49,206 The following table summarizes information about stock options outstanding and exercisable at March 31, 2021 under the 2015 Plan. Options Outstanding Options Exercisable Exercise Options Weighted Weighted Options Weighted Weighted $ 0.13 6,583,852 9.16 $ 0.13 3,235,053 9.16 $ 0.13 $ 0.15 10,474,328 9.46 $ 0.15 1,906,603 9.28 $ 0.15 $ 0.26 35,159 0.2 $ 0.26 35,159 0.2 $ 0.26 $ 1.00 7,524,115 9.5 $ 1.00 783,761 9.5 $ 1.00 $ 3.92 7,976 0.2 $ 3.92 7,976 0.2 $ 3.92 $ 5.80 1,318 0.2 $ 5.80 1,318 0.2 $ 5.80 24,626,748 5,969,870 The weighted average grant date fair value of options granted during the three months ended March 31, 2021 was Nil under the 2015 Plan. As of March 31, 2021, under the 2015 Plan, there was approximately $29.4 million of unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of 1.66 years. Restricted Stock Awards (“RSA”) A summary of RSAs activity under the 2015 Plan is as follows: Number of Weighted Average Grant Date Fair Value (per share) Unvested – December 31, 2020 57,956 $ 0.67 Granted during the period — — Canceled during the period — — Vested during the period (8,279) 0.67 Unvested — March 31, 2021 49,677 $ 0.67 The weighted-average estimated fair value of RSAs granted in the three months ended March 31, 2021 was Nil per share. The total fair value of RSAs vested during the three months ended March 31, 2021 was less than $0.1 million. 2021 Incentive Award Plan On March 11, 2021, the Board of Directors approved the 2021 Incentive Award Plan (the “2021 Plan”). The purpose of the 2021 Plan is to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities, and to promote the success of the Company’s business. Our 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock units, performance stock unit awards and other forms of equity compensation (collectively, “equity awards”). In addition, the 2021 Plan provides for the grant of performance bonus awards. All awards within the 2021 Plan may be granted to employees, including officers, as well as directors and consultants, within the limit defined in the 2021 Plan. 18,558,576 shares of the Company’s common stock have been initially reserved for issuance under the 2021 Plan. The 2021 Plan includes an evergreen provision that provides for an annual increase in the number of shares of common stock available for issuance thereunder beginning on January 1, 2022 and ending on January 1, 2031, equal to 5% of the shares of Company common stock outstanding on the last day of the immediately preceding fiscal year and such smaller number of shares as determined by the Board of Directors or a committee thereof. As of March 31, 2021, the Company had reserved 42,027,616 shares of common stock for issuance under the 2021 Plan. Options and stock appreciation rights under the 2021 Plan will be exercisable at such times and as specified in the Award Agreement (as defined in the 2021 Plan) provided that the term of an option or stock appreciation will not exceed ten years. Options granted under the 2021 Plan may be Incentive Stock Options (ISOs) or Non-statutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Internal Revenue Code and the regulations promulgated thereunder. The exercise price of an option will be no less than 100% of the fair market value of the shares of common stock on the date of grant. The exercise price of an ISO granted to a 10% shareholder will be no less than 110% of the fair market value of the shares on the date of grant and the term of the ISO will not exceed five years. The Company granted an option to purchase 1,614,492 shares of Company common stock to a senior advisor serving on the Company’s board of directors as chair with 20% of the total number of such option shares vesting on each of the first five Restricted stock and restricted stock units granted to employees generally vest as to 25% of the shares on the first anniversary service date of the grant, and quarterly thereafter so as to be 100% vested on the four . The Company granted 807,246 restricted stock units to a senior advisor who serves as chair of the board of directors with vesting of 20% of the total number of restricted stock units on each of the first five Vesting schedules for performance stock unit awards and other equity awards vary and are linked to one or more of performance or other specific criteria, including service to the Company, determined to be appropriate by the Board, in each case on a specified date or dates or over any period or periods determined by the Board. The performance condition awards are automatically forfeited in their entirety, without any cost to or action by the Company, if there has been no achievement of the performance condition. The Company granted 807,246 performance stock units to a senior advisor who serves as chair of the board of directors with vesting earned over four years based on achieving increases in the Company’s stock price from the date of grant ranging from 150%, to earn 25% of the performance stock units, to 300% to earn the entire award of performance stock units. Each performance stock unit constitutes the right to receive one share of Company common stock upon vesting. Performance bonus awards are denominated in cash, stock or a combination thereof, and shall be payable upon the attainment of performance goals that are established by the Board and relate to one or more of performance or other specific criteria, including service to the Company, in each case on a specified date or dates or over any period or periods determined by the Board. The weighted average grant date fair value of equity awards granted during the three months ended March 31, 2021 was $12.00 under the 2021 Plan. As of March 31, 2021, under the 2021 Plan there was approximately $30.1 million of unamortized stock-based compensation expense related to unvested equity awards that is expected to be recognized over a weighted average period of 4.65 years. The Company recognized stock-based compensation for all stock options in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 118 $ 42 Research and development 921 136 Sales and marketing 265 50 General and administrative 3,952 (53) Total stock-based compensation $ 5,256 $ 175 |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (20,957) $ (18,693) Denominator: Weighted average shares used to compute basic and diluted net loss per share 55,688,281 7,767,169 Net loss per common share—basic and diluted $ (0.38) $ (2.41) The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 0.703 shares of the Company per one share of OTI as established in the Merger Agreement. The weighted average number of shares used to compute basic and diluted net loss per share excludes unvested early exercised common stock options subject to repurchase. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2021 2020 Redeemable convertible preferred stock — 4,384,348 Options to purchase common stock 24,626,748 1,467,347 Unvested RSA 34,932 26,908 Restricted stock units 959,874 — Unvested early exercised common stock options 3,935,428 89,431 Vested and early exercised options subject to nonrecourse notes 1,761,436 — Preferred stock warrants — 37,285 Public and private common stock warrants 15,999,996 — Total 47,318,414 6,005,319 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes The Company’s income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in the quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on the deferred tax assets as it is more likely than not that some, or all, of the Company’s deferred tax assets will not be realized. The Company continues to maintain a full valuation allowance against its net deferred tax assets. Due to tax losses and the offsetting valuation allowance, the income tax provision for the three months ended March 31, 2021 and 2020 was not material to the Company’s condensed consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions See Note 5, Debt for details of promissory notes issued by the Company to certain investors of the Company (or an affiliate thereof).See Note 9, Stock-based compensation for details of partial recourse promissory notes issued by the Company to certain executives and employees. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”) applicable to interim periods. The functional currency for the Company is the United States dollar. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020 and the notes related thereto, included as Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2021. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. The results of operations for any interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future years or interim periods. |
Merger | The Merger was accounted for as a reverse recapitalization under generally accepted accounting principles (“GAAP”). Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on OTI stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, revenue recognition, sales return reserve, allowances for inventory valuation, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments (including preferred stock and warrants). The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. |
Foreign Currencies | Foreign Currencies The functional currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, non-U.S. dollar denominated monetary assets and liabilities are re-measured into U.S. dollars at the exchange rates in effect at the reporting date, non-monetary assets and liabilities are recorded at historical rates, and revenue and expenses are recorded at average exchange rates in effect during each reporting period. Foreign currency transaction gains and losses are recorded in other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive loss. |
Net loss per common share | Net loss per common share The Company follows the two-class method when computing net loss per common share. The two-class method determines net loss per common share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per common share attributable to common stockholders is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three months ended March 31, 2021 and 2020 . |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company has no components of other comprehensive loss. Therefore, net loss equals comprehensive loss for all periods presented and, accordingly, the Consolidated Statements of Comprehensive Loss is not presented in a separate statement. |
Segment Information | Segment Information The Company operates as one reportable and operating segment, which relates to the sale of lidar sensor kits. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. |
Revenue Recognition | Revenue Recognition In accordance with ASC 606, revenue is recognized when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. To achieve the core principle of this standard, the Company performs the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of revenue contracts and its customary business practices in identifying contracts under ASC 606. It is determined that a contract with a customer exists when the contract is approved, each party’s rights regarding the product or services to be transferred and the payment terms for the product or services can be identified, it is determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgement in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the product or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) sale of lidar sensor kits and (ii) product development and validation services. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring product or services to the customer. Variable consideration is included in the transaction price if the Company judges that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company does not have a material amount of variable consideration in its agreements with customers. None of the Company’s contracts contain a significant financing component. All taxes assessed by a governmental authority on a specific revenue-producing transaction collected by the Company from a customer are excluded from the transaction price. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In each of the three months ended March 31, 2021 and 2020, the Company did not have a material volume of contracts that required the allocation of transaction price to multiple performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to a customer. Revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services. The Company generates all of its revenue from contracts with customers and applies judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of lidar sensor kits to customers. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost of shipping activities that occur after control has transferred to the customer as a fulfillment cost rather than a separate performance obligation. All related shipping costs are accrued and recognized within cost of revenue when the related revenue is recognized. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically three months or less. Revenue from sale of lidar sensor kits, which are recognized at a point in time, was approximately $6.6 million and $2.3 million in the three months ended March 31, 2021 and 2020, respectively. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual performance obligation separately if the customer can benefit from the performance obligation on its own or with other resources that are readily available to the customer and the performance obligation is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific performance obligation if it were sold separately in similar circumstances and to similar customers. The Company provides standard product warranties for a term of typically two years to ensure that its lidar sensors comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Costs to obtain a contract The Company expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The expense was $0.3 million for the three months ended March 31, 2021. No commission plan was in place and no expense was recognized for the three months ended March 31, 2020. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances up to six months after purchase. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of March 31, 2021 and December 31, 2020. Actual returns in subsequent periods have been consistent with estimated amounts. Remaining performance obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Significant financing component In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. Contract modifications The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts for the additional products or services as part of the existing contract primarily on a prospective basis. Judgments and estimates Accounting for contracts recognized over time under ASC 606 involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to- cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. |
Restricted Cash | Restricted Cash Restricted cash consists of certificates of deposit held by a bank as security for outstanding letters of credit. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, and restricted cash, and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the United States and at times cash balances may be in excess of federal insurance limits. The Company generally does not require collateral or other security deposits for accounts receivable. |
Recently Issued Accounting Pronouncements not yet adopted | Recently Issued Accounting Pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“ECL”). Under the new model, an entity is required to estimate ECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The new model also requires the impairment calculation on an individual security level and requires an entity to use the present value of cash flows when estimating the ECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. The ASU will be effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The Company does not believe the adoption of this new guidance will have a material impact on its unaudited condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for the Company for fiscal years beginning after December 15, 2020 and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the effect of the guidance on its unaudited condensed consolidated financial statements and disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by improving consistent application of other areas of Topic 740. The new standard is effective for the Company for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the guidance on its condensed consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands): Three Months Ended March 31, 2021 2020 United States $ 1,858 $ 1,274 Americas, excluding United States 366 71 Europe, Middle East and Africa 3,133 581 Asia and Pacific 1,254 374 Total $ 6,611 $ 2,300 |
Schedules of Concentration of Risk | Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows: March 31, December 31, Customer A 14 % 13 % Customer B * 23 % * Customer accounted for less than 10% of total accounts receivable in the period. Revenue from the Company’s major customers representing 10% or more of total revenue was as follows: March 31, March 31, Customer B * 12 % Customer C 28 % * Customer D * 18 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 6,493 $ — $ — $ 6,493 Total financial assets $ 6,493 $ — $ — $ 6,493 Liabilities Warrant liabilities $ — $ — $ 14,725 $ 14,725 Total financial liabilities $ — $ — $ 14,725 $ 14,725 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Money market funds $ 10,493 $ — $ — $ 10,493 Total financial assets $ 10,493 $ — $ — $ 10,493 Liabilities Warrant liabilities $ — $ — $ 49,293 $ 49,293 Total financial liabilities $ — $ — $ 49,293 $ 49,293 |
Schedule of Changes in Fair Value of Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): Redeemable Private Placement Warrant Liability Derivative Fair value as of January 1, 2020 $ (162) $ — $ — Change in the fair value included in other income (expense), net — — (5,308) Fair value as of March 31, 2020 (162) — (5,308) Redeemable Private Placement Warrant Liability Derivative Fair value as of January 1, 2021 (49,293) — — Private placement warrant liability acquired as part of the merger — (19,377) — Change in the fair value included in other income (expense), net (8,804) 4,652 — Issuance of preferred stock upon exercise of warrants 58,097 — — Fair value as of March 31, 2021 $ — $ (14,725) $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The Company’s cash and cash equivalents consist of the following (in thousands): March 31, December 31, Cash $ 250,672 $ 869 Cash equivalents: Money market funds 6,493 10,493 Total cash and cash equivalents $ 257,165 $ 11,362 |
Schedule of Inventory | Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands): March 31, December 31, Raw materials $ 1,965 $ 1,376 Work in process 1,283 1,249 Finished goods 2,045 2,192 Total inventory $ 5,293 $ 4,817 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid insurance $ 1,920 $ 206 Prepaid expenses 893 694 Receivable from contract manufacturer 1,241 1,521 Security deposit 43 20 Total prepaid and other current assets $ 4,097 $ 2,441 |
Schedule of Property, Plant and Equipment | Property and equipment consists of the following (in thousands): Estimated Useful Life March 31, December 31, Machinery and equipment 3 $ 5,519 $ 5,084 Computer equipment 3 483 456 Automotive and vehicle hardware 5 93 93 Software 3 104 104 Furniture and fixtures 7 721 721 Leasehold improvements Shorter of useful life or lease term 9,265 9,265 16,185 15,723 Less: Accumulated depreciation (7,084) (5,992) Property and equipment, net $ 9,101 $ 9,731 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, Customer deposits 48 71 Accrued compensation 1,802 1,618 Uninvoiced receipts 2,007 1,947 Other 788 485 Total accrued and other current liabilities $ 4,645 $ 4,121 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Fair Value Measurement Inputs | The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model: Initial Issuance Subsequent December 31, February 11, March 11, Stock price $ 5.80 $ 5.80 $ 7.11 $ 10.27 $ 8.44 Expected term (years) 10.00 9.31 2.00 2.00 2.00 Expected volatility 57.81 % 57.35 % 76.00 % 76.00 % 76.00 % Risk-free interest rate 3.06 % 1.75 % 0.13 % 0.13 % 0.13 % Dividend yield 0 % 0 % 0 % 0 % 0 % The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model: March 11, 2021 March 31, 2021 Stock price $ 12.00 $ 8.50 Exercise price of warrant 11.5 11.5 Expected term (years) 5.00 4.95 Expected volatility 27.00 % 43.00 % Risk-free interest rate 0.78 % 0.92 % |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred and Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | Prior to the Merger, redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data): December 31, 2020 Series Issue Price Shares Shares Liquidation Carrying Series B $ 0.33 131,411,372 88,434,754 $ 41,791 $ 39,225 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity under the 2015 Plan for the three months ended March 31, 2021 is as follows: Number of Number of Weighted- Weighted- Aggregate Outstanding—December 31, 2020 1,587,195 25,732,503 $ 0.39 9.6 $ 245,746 Shares repurchased 220,561 — 0.14 $ — Options exercised — (727,114) 0.13 9.0 $ 6,083 Options cancelled 378,639 (378,641) 0.15 $ — Outstanding—March 31, 2021 2,186,395 24,626,748 $ 0.41 9.4 $ 199,328 Vested and expected to vest—March 31, 2021 24,626,748 $ 0.41 9.4 $ 199,328 Exercisable—March 31, 2021 5,969,870 $ 0.26 9.2 $ 49,206 |
Schedule of Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable at March 31, 2021 under the 2015 Plan. Options Outstanding Options Exercisable Exercise Options Weighted Weighted Options Weighted Weighted $ 0.13 6,583,852 9.16 $ 0.13 3,235,053 9.16 $ 0.13 $ 0.15 10,474,328 9.46 $ 0.15 1,906,603 9.28 $ 0.15 $ 0.26 35,159 0.2 $ 0.26 35,159 0.2 $ 0.26 $ 1.00 7,524,115 9.5 $ 1.00 783,761 9.5 $ 1.00 $ 3.92 7,976 0.2 $ 3.92 7,976 0.2 $ 3.92 $ 5.80 1,318 0.2 $ 5.80 1,318 0.2 $ 5.80 24,626,748 5,969,870 |
Schedule of Nonvested Restricted Stock Awards Activity | A summary of RSAs activity under the 2015 Plan is as follows: Number of Weighted Average Grant Date Fair Value (per share) Unvested – December 31, 2020 57,956 $ 0.67 Granted during the period — — Canceled during the period — — Vested during the period (8,279) 0.67 Unvested — March 31, 2021 49,677 $ 0.67 |
Schedule of Stock-based Compensation | The Company recognized stock-based compensation for all stock options in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 118 $ 42 Research and development 921 136 Sales and marketing 265 50 General and administrative 3,952 (53) Total stock-based compensation $ 5,256 $ 175 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Common Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (20,957) $ (18,693) Denominator: Weighted average shares used to compute basic and diluted net loss per share 55,688,281 7,767,169 Net loss per common share—basic and diluted $ (0.38) $ (2.41) The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 0.703 shares of the Company per one share of OTI as established in the Merger Agreement. The weighted average number of shares used to compute basic and diluted net loss per share excludes unvested early exercised common stock options subject to repurchase. |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2021 2020 Redeemable convertible preferred stock — 4,384,348 Options to purchase common stock 24,626,748 1,467,347 Unvested RSA 34,932 26,908 Restricted stock units 959,874 — Unvested early exercised common stock options 3,935,428 89,431 Vested and early exercised options subject to nonrecourse notes 1,761,436 — Preferred stock warrants — 37,285 Public and private common stock warrants 15,999,996 — Total 47,318,414 6,005,319 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | Mar. 11, 2021USD ($)$ / sharesshares | Dec. 21, 2020$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 10, 2021$ / shares | Dec. 31, 2020USD ($)$ / sharesshares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ | $ 230,332,000 | $ 209,375,000 | |||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding (in shares) | 161,449,205 | 33,327,294 | |||
Common stock, shares issued (in shares) | 161,449,205 | 33,327,294 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Warrants outstanding (in shares) | 15,999,996 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, deemed value (in dollars per share) | $ / shares | $ 10 | ||||
Gross proceeds from merger and private offering | $ | $ 299,900,000 | ||||
Pre-merger cost | $ | 8,500,000 | ||||
Offering cost | $ | 26,600,000 | ||||
Private Placement | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, deemed value (in dollars per share) | $ / shares | $ 10 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 10,000,000 | ||||
Sale of stock, aggregate commitment amount | $ | $ 100,000,000 | ||||
Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 150,000,000 | ||||
CLA | CLA Warrants | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Warrants outstanding (in shares) | 10,000,000 | ||||
CLA | Private Placement Warrants | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Warrants outstanding (in shares) | 6,000,000 | ||||
CLA | Conversion of Class B Common Stock to Class A Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Ordinary shares, conversion ratio | 1 | ||||
CLA | Conversion of Class A Common Stock to Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Ordinary shares, conversion ratio | 1 | ||||
CLA | Conversion of Warrant to Ouster Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Warrant, conversion ratio | 1 | ||||
CLA | Conversion of Canceled CLA Units to Ouster Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Unit, conversion ratio | 1 | ||||
CLA | Conversion of Canceled CLA Units to Public Warrant | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Unit, conversion ratio | 0.5 | ||||
CLA | Common Class B | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding (in shares) | 5,000,000 | ||||
Common stock, shares issued (in shares) | 5,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
CLA | Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding (in shares) | 25,000,000 | ||||
Common stock, shares issued (in shares) | 25,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
OTI | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
OTI | Series B Preferred Stock Converted to Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Preferred stock, conversion ratio | 1 | ||||
OTI | Series B Redeemable Convertible Preferred Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Number of operating segments | segment | 1 | ||
Product revenue | $ 6,611,000 | $ 2,300,000 | |
Product warranty, term | 2 years | ||
Sales commissions | $ 300,000 | 0 | |
Contract assets | 0 | $ 0 | |
Restricted cash | 1,300,000 | 1,300,000 | |
Restricted cash, current | 276,000 | 276,000 | 276,000 |
Restricted cash, non-current | $ 1,004,000 | $ 1,280,000 | $ 1,004,000 |
Threshold period past due | 90 days | ||
Purchase | Supplier Concentration Risk | One Supplier | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 11.00% | 17.00% | |
Accounts Payable | Supplier Concentration Risk | One Supplier | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 48.00% | 23.00% | |
Product | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Product revenue | $ 6,600,000 | $ 2,300,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Product revenue | $ 6,611 | $ 2,300 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Product revenue | 1,858 | 1,274 |
Americas, excluding United States | ||
Disaggregation of Revenue [Line Items] | ||
Product revenue | 366 | 71 |
Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Product revenue | 3,133 | 581 |
Asia and Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Product revenue | $ 1,254 | $ 374 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Customer Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Customer A | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (less than 10%) | 14.00% | 13.00% | |
Customer B | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (less than 10%) | 10.00% | 23.00% | |
Customer B | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (less than 10%) | 10.00% | 12.00% | |
Customer C | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (less than 10%) | 28.00% | 10.00% | |
Customer D | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (less than 10%) | 10.00% | 18.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Total financial assets | $ 6,493 | $ 10,493 |
Liabilities | ||
Warrant liabilities | 14,725 | 49,293 |
Total financial liabilities | 14,725 | 49,293 |
Level 1 | ||
Assets | ||
Total financial assets | 6,493 | 10,493 |
Liabilities | ||
Warrant liabilities | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 2 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Warrant liabilities | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Warrant liabilities | 14,725 | 49,293 |
Total financial liabilities | 14,725 | 49,293 |
Money Market Funds | ||
Assets | ||
Money market funds | 6,493 | 10,493 |
Money Market Funds | Level 1 | ||
Assets | ||
Money market funds | 6,493 | 10,493 |
Money Market Funds | Level 2 | ||
Assets | ||
Money market funds | 0 | 0 |
Money Market Funds | Level 3 | ||
Assets | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Redeemable Convertible Preferred Stock Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning balance | $ (49,293) | $ (162) |
Change in the fair value included in other income (expense), net | (8,804) | 0 |
Private placement warrant liability acquired as part of the merger | 0 | |
Issuance of preferred stock upon exercise of warrants | 58,097 | |
Fair Value, ending balance | 0 | (162) |
Private Placement Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning balance | 0 | 0 |
Change in the fair value included in other income (expense), net | 4,652 | 0 |
Private placement warrant liability acquired as part of the merger | (19,377) | |
Issuance of preferred stock upon exercise of warrants | 0 | |
Fair Value, ending balance | (14,725) | 0 |
Derivative Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning balance | 0 | 0 |
Change in the fair value included in other income (expense), net | 0 | (5,308) |
Private placement warrant liability acquired as part of the merger | 0 | |
Issuance of preferred stock upon exercise of warrants | 0 | |
Fair Value, ending balance | $ 0 | $ (5,308) |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 250,672 | $ 869 | |
Cash equivalents: | |||
Money market funds | 6,493 | 10,493 | |
Total cash and cash equivalents | $ 257,165 | $ 11,362 | $ 3,624 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Inventory write down | $ 2,200 | $ 2,700 | |
Inventory obsolescence impairment | 0 | $ 1,483 | |
Depreciation expense | $ 1,100 | $ 800 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 1,965 | $ 1,376 |
Work in process | 1,283 | 1,249 |
Finished goods | 2,045 | 2,192 |
Total inventory | $ 5,293 | $ 4,817 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid insurance | $ 1,920 | $ 206 |
Prepaid expenses | 893 | 694 |
Receivable from contract manufacturer | 1,241 | 1,521 |
Security deposit | 43 | 20 |
Total prepaid and other current assets | $ 4,097 | $ 2,441 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16,185 | $ 15,723 |
Less: Accumulated depreciation | (7,084) | (5,992) |
Property and equipment, net | $ 9,101 | 9,731 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Property, plant and equipment, gross | $ 5,519 | 5,084 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Property, plant and equipment, gross | $ 483 | 456 |
Automotive and vehicle hardware | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | |
Property, plant and equipment, gross | $ 93 | 93 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Property, plant and equipment, gross | $ 104 | 104 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 7 years | |
Property, plant and equipment, gross | $ 721 | 721 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,265 | $ 9,265 |
Balance Sheet Components - Sc_5
Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Customer deposits | $ 48 | $ 71 |
Accrued compensation | 1,802 | 1,618 |
Uninvoiced receipts | 2,007 | 1,947 |
Other | 788 | 485 |
Accrued and other current liabilities | $ 4,645 | $ 4,121 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 26, 2021USD ($) | Aug. 05, 2019USD ($)shares | Nov. 27, 2018USD ($)$ / sharesshares | Jan. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Warrants, loss (gain) from fair value adjustment | $ 4,152 | $ 0 | |||||
Runway Loan and Security Agreement | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 10,000 | ||||||
Effective interest rate | 16.40% | 16.40% | |||||
Value of stock called by warrant, percentage of debt face amount | 0.040 | ||||||
Debt instrument, face amount | $ 10,000 | ||||||
Fair value of warrant accounted for as debt discount | $ 100 | ||||||
Repayments of debt | $ 7,000 | ||||||
Payment of interest and fee upon extinguishment of debt | $ 400 | ||||||
Debt, outstanding balance | $ 0 | $ 7,000 | |||||
Promissory Note | Notes Payable, Other Payables | Investor | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 8.50% | ||||||
Promissory notes, outstanding balance | $ 5,000 | ||||||
Series A Redeemable Convertible Preferred Stock Warrants | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 53,023 | 35,348 | |||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.3518 | ||||||
Warrants, loss (gain) from fair value adjustment | $ 100 | ||||||
Series A Redeemable Convertible Preferred Stock Warrants | Other Income (Expense), Net | |||||||
Debt Instrument [Line Items] | |||||||
Warrants, loss (gain) from fair value adjustment | $ 600 | $ (200) | |||||
London Interbank Offered Rate (LIBOR) | Runway Loan and Security Agreement | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 8.50% | ||||||
Prime Rate | LIBOR Rate Not Available or Applicable | Runway Loan and Security Agreement | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 6.00% | ||||||
Applicable Interest Rate at the Time of Default | In the Event of Debt Default | Runway Loan and Security Agreement | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 5.00% |
Warrants - Narrative (Details)
Warrants - Narrative (Details) | Aug. 05, 2019USD ($)$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Mar. 11, 2021USD ($)shares | Dec. 31, 2020USD ($) | Apr. 03, 2020USD ($)$ / sharesshares | Nov. 27, 2018USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | ||||||||
Warrant, fair value | $ 14,725,000 | $ 49,293,000 | ||||||
Warrants, loss (gain) from fair value adjustment | $ 4,152,000 | $ 0 | ||||||
Warrants outstanding (in shares) | shares | 15,999,996 | |||||||
Series A Redeemable Convertible Preferred Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 53,023 | 35,348 | ||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.3518 | |||||||
Warrants, loss (gain) from fair value adjustment | $ 100,000 | |||||||
Series A Redeemable Convertible Preferred Stock Warrants | OTI | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 53,023 | 35,348 | ||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.3518 | $ 11.3518 | ||||||
Warrant, fair value | $ 100,000 | $ 100,000 | ||||||
Series A Redeemable Convertible Preferred Stock Warrants | Other Income (Expense), Net | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants, loss (gain) from fair value adjustment | $ 600,000 | $ (200,000) | ||||||
Series B Redeemable Convertible Preferred Stock Warrants | OTI | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 4,513,993 | |||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 0.3323 | |||||||
Warrant, fair value | $ 700,000 | |||||||
Series B Redeemable Convertible Preferred Stock Warrants | Other Income (Expense), Net | OTI | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants, loss (gain) from fair value adjustment | 8,300,000 | |||||||
Series B Redeemable Convertible Preferred Stock Warrants | Maximum | OTI | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant, expiration period | 10 years | |||||||
Private Placement Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||
Private Placement Warrants | Sponsor | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 6,000,000 | |||||||
Warrant, fair value | $ 19,400,000 | |||||||
Warrant, expiration period | 5 years | |||||||
Sale of warrants, price (in dollars per share) | $ / shares | $ 1 | |||||||
Warrant, aggregated purchase price | $ 6,000,000 | |||||||
Warrant, exercisable, threshold period | 12 months | |||||||
Number of ordinary shares called by each warrant (in shares) | shares | 1 | |||||||
Private Placement Warrants | Sponsor | Conversion of Warrant to Ouster Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant, conversion ratio | 1 | |||||||
Private Placement Warrants | Other Income (Expense), Net | Sponsor | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants, loss (gain) from fair value adjustment | $ 4,600,000 | |||||||
Public Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 20,000,000 | |||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||
Warrant, fair value | $ 17,900,000 | |||||||
Warrant, expiration period | 5 years | |||||||
Sale of warrants, price (in dollars per share) | $ / shares | $ 0.01 | |||||||
Warrant, exercisable, threshold period | 12 months | |||||||
Warrant, conversion ratio | 1 | |||||||
Warrants outstanding (in shares) | shares | 9,999,996 | |||||||
Exercise of warrant, threshold common stock price (in dollars per share) | $ / shares | $ 18 | |||||||
Exercise of warrant, threshold trading days | 20 days | |||||||
Exercise of warrant, threshold trading-day period | 30 days |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Value Measurement Inputs of Redeemable Convertible Preferred Stock Warrants (Details) - Valuation Technique, Option Pricing Model - Redeemable Convertible Preferred Stock Warrants - OTI | Mar. 11, 2021$ / sharesyear | Feb. 11, 2021year$ / shares | Dec. 31, 2020$ / sharesyear | Apr. 03, 2020$ / sharesyear | Nov. 27, 2018$ / sharesyear |
Stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | $ / shares | 8.44 | 10.27 | 7.11 | 5.80 | 5.80 |
Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | year | 2 | 2 | 2 | 9.31 | 10 |
Expected volatility | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 0.7600 | 0.7600 | 0.7600 | 0.5735 | 0.5781 |
Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 0.0013 | 0.0013 | 0.0013 | 0.0175 | 0.0306 |
Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 0 | 0 | 0 | 0 | 0 |
Warrants - Schedule of Fair V_2
Warrants - Schedule of Fair Value Measurement Inputs of Private Placement Warrants (Details) - Valuation Technique, Option Pricing Model - Private Placement Warrants | Mar. 31, 2021year$ / shares | Mar. 11, 2021year$ / shares |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Warrants, fair value measurement inputs | $ / shares | 8.50 | 12 |
Exercise price of warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrants, fair value measurement inputs | 11.5 | 11.5 |
Expected term (years) | ||
Class of Warrant or Right [Line Items] | ||
Warrants, fair value measurement inputs | 4.95 | 5 |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants, fair value measurement inputs | 0.4300 | 0.2700 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, fair value measurement inputs | 0.0092 | 0.0078 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2017letter_of_credit |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of letters of credit | letter_of_credit | 2 | ||
Outstanding letter of credit | $ 1,300,000 | $ 1,300,000 | |
Third Party Contract Manufacturer | |||
Loss Contingencies [Line Items] | |||
Non-cancelable purchase commitments | 5,500,000 | ||
Other Vendors | |||
Loss Contingencies [Line Items] | |||
Non-cancelable purchase commitments | 4,000,000 | ||
Indemnification Agreement | |||
Loss Contingencies [Line Items] | |||
Potential obligations | $ 0 | $ 0 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred and Common Stock - Narrative (Details) | Mar. 10, 2021$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020USD ($)$ / shares | Jul. 30, 2020shares | May 31, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Oct. 31, 2017USD ($)$ / sharesshares | Jul. 31, 2016USD ($)$ / sharesshares | May 31, 2016USD ($)$ / sharesshares | Apr. 30, 2016USD ($)$ / sharesshares | Mar. 31, 2021vote$ / sharesshares | Mar. 11, 2021$ / shares | Dec. 31, 2020$ / sharesshares | Dec. 21, 2020$ / shares | |
Class of Stock [Line Items] | ||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares authorized (in shares) | shares | 1,000,000,000 | 210,956,516 | ||||||||||||||
Preferred stock, shares authorized (in shares) | shares | 100,000,000 | 0 | ||||||||||||||
Common stock, shares outstanding (in shares) | shares | 161,449,205 | 33,327,294 | ||||||||||||||
Warrants outstanding (in shares) | shares | 15,999,996 | |||||||||||||||
Common stock, voting rights, number of votes per share | vote | 1 | |||||||||||||||
Redeemable convertible preferred stock, shares authorized (in shares) | shares | 0 | 131,411,372 | ||||||||||||||
Redeemable convertible preferred stock, issue price (in dollars per share) | $ / shares | $ 10 | |||||||||||||||
OTI | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | |||||||||||||||
Common stock, shares authorized (in shares) | shares | 210,956,516 | |||||||||||||||
Stock, shares authorized (in shares) | shares | 342,367,887 | |||||||||||||||
Authorized stock, par value (in dollars per share) | $ / shares | $ 0.00001 | |||||||||||||||
Stock issued from conversion of note (in shares) | shares | 1,253,556 | |||||||||||||||
Convertible notes payable | $ | $ 4,600,000 | |||||||||||||||
Investor | OTI | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock issued from conversion of note (in shares) | shares | 44,256 | |||||||||||||||
Convertible notes payable | $ | $ 45,000 | |||||||||||||||
Redeemable convertible preferred stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | shares | [1] | 4,232,947 | ||||||||||||||
Redeemable convertible preferred stock | OTI | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Redeemable convertible preferred stock, shares authorized (in shares) | shares | 131,411,372 | |||||||||||||||
Series Seed Redeemable Convertible Preferred Stock | OTI | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | shares | 445,942 | 563,725 | 1,887,253 | |||||||||||||
Redeemable convertible preferred stock, issue price (in dollars per share) | $ / shares | $ 1.02 | $ 1.02 | $ 1.02 | |||||||||||||
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost | $ | $ 500,000 | $ 600,000 | $ 1,800,000 | |||||||||||||
Payment of offering costs | $ | $ 100,000 | |||||||||||||||
Stock issued during period, conversion of convertible securities (in shares) | shares | 2,941,176 | |||||||||||||||
Redeemable convertible preferred stock dividends (in dollars per share) | $ / shares | $ 0.0612 | |||||||||||||||
Liquidation preference (in dollars per share) | $ / shares | 1.02 | |||||||||||||||
Convertible preferred stock, conversion price (in dollars per share) | $ / shares | 1.02 | |||||||||||||||
Series A Redeemable Convertible Preferred Stock | OTI | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | shares | 715,712 | 1,324,511 | ||||||||||||||
Redeemable convertible preferred stock, issue price (in dollars per share) | $ / shares | $ 11.3158 | $ 11.3158 | ||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost | $ | $ 8,100,000 | $ 14,800,000 | ||||||||||||||
Payment of offering costs | $ | $ 200,000 | |||||||||||||||
Stock issued during period, conversion of convertible securities (in shares) | shares | 3,293,779 | |||||||||||||||
Redeemable convertible preferred stock dividends (in dollars per share) | $ / shares | 0.6789 | |||||||||||||||
Liquidation preference (in dollars per share) | $ / shares | 11.3518 | |||||||||||||||
Convertible preferred stock, conversion price (in dollars per share) | $ / shares | 11.3518 | |||||||||||||||
Series B | OTI | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Redeemable convertible preferred stock, shares authorized (in shares) | shares | 131,411,372 | |||||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | shares | 25,286,587 | 37,970,846 | 17,320,031 | 45,185,071 | ||||||||||||
Redeemable convertible preferred stock, issue price (in dollars per share) | $ / shares | $ 0.3323 | $ 0.3323 | $ 0.3323 | $ 0.3323 | $ 0.33 | |||||||||||
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost | $ | $ 8,400,000 | $ 12,500,000 | $ 5,800,000 | $ 15,100,000 | ||||||||||||
Payment of offering costs | $ | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||
Redeemable convertible preferred stock dividends (in dollars per share) | $ / shares | 0.019938 | |||||||||||||||
Liquidation preference (in dollars per share) | $ / shares | 0.3323 | |||||||||||||||
Convertible preferred stock, conversion price (in dollars per share) | $ / shares | $ 0.3323 | |||||||||||||||
[1] | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1), have been retroactively restated as shares reflecting the exchange ratio of approximately 0.703 established in the Merger as described in Note 1. |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred and Common Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) | Mar. 31, 2021 | Mar. 11, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | May 31, 2020 | Apr. 30, 2020 |
Class of Stock [Line Items] | |||||||
Issue Price per share | $ 10 | ||||||
Shares Authorized (in shares) | 0 | 131,411,372 | |||||
Shares Issued (in shares) | 0 | 88,434,754 | |||||
Shares Outstanding (in shares) | 0 | 88,434,754 | |||||
Liquidation Amount | $ 0 | $ 41,791 | |||||
Carrying Amount | $ 0 | $ 39,225,000 | |||||
Series B | OTI | |||||||
Class of Stock [Line Items] | |||||||
Issue Price per share | $ 0.33 | $ 0.3323 | $ 0.3323 | $ 0.3323 | $ 0.3323 | ||
Shares Authorized (in shares) | 131,411,372 | ||||||
Shares Issued (in shares) | 88,434,754 | ||||||
Shares Outstanding (in shares) | 88,434,754 | ||||||
Liquidation Amount | $ 41,791,000 | ||||||
Carrying Amount | $ 39,225,000 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) $ / shares in Units, $ in Millions | Mar. 11, 2021shares | Oct. 12, 2020USD ($)shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Number of common stock received upon vesting of each performance stock unit (in shares) | 1 | |||||
Management And Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Promissory notes, percentage forgiven | 50.00% | |||||
Certain Executives | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Proceeds from noteholders debt | $ | $ 0.3 | |||||
Non-executive Noteholders | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Partial recourse promissory notes | $ | $ 0.5 | $ 0.5 | ||||
2015 Stock Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Unvested options, outstanding balance (in shares) | 3,524,626 | 3,524,626 | 89,431 | 6,212,254 | ||
Recorded liability related to early exercised options (less than 0.1 million at March 31, 2020) | $ | $ 0.5 | $ 0.5 | $ 0.1 | $ 0.6 | ||
Number of options early exercised (in shares) | 0 | |||||
Options, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 | $ 0 | ||||
Unamortized stock-based compensation expense of option | $ | $ 29.4 | $ 29.4 | ||||
2015 Stock Plan | Management And Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Partial recourse promissory notes | $ | $ 1.1 | |||||
Stated interest rate | 0.38% | |||||
Vested Options, exercised in period (in shares) | 2,883,672 | |||||
Unvested Options, exercised in period (in shares) | 4,603,833 | |||||
2015 Stock Plan | Certain Executives | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation cost upon forgiveness of promissory notes | $ | $ 0.3 | |||||
2021 Incentive Award Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Unamortized stock-based compensation expense, period for recognition | 4 years 7 months 24 days | |||||
Number of shares reserved for issuance (in shares) | 18,558,576 | 42,027,616 | 42,027,616 | |||
Increase in number of shares authorized, annual increase percentage | 5.00% | |||||
Stock-based compensation, weighted average grant date fair value (in dollars per share) | $ / shares | $ 12 | |||||
Unamortized stock-based compensation expense | $ | $ 30.1 | $ 30.1 | ||||
Option | 2015 Stock Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 4 years | |||||
Award grant period (up to) | 10 years | |||||
Option expiration period (up to) | 10 years | |||||
Unamortized stock-based compensation expense, period for recognition | 1 year 7 months 28 days | |||||
Option | 2015 Stock Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Minimum exercise price as percentage of fair value of shares on grant date | 100.00% | |||||
Option | 2015 Stock Plan | A Shareholder With 10% Ownership | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Minimum exercise price as percentage of fair value of shares on grant date | 110.00% | |||||
Shareholder ownership percentage | 10.00% | 10.00% | ||||
Option | 2021 Incentive Award Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Option expiration period (up to) | 10 years | |||||
Option | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Minimum exercise price as percentage of fair value of shares on grant date | 100.00% | |||||
Option | 2021 Incentive Award Plan | A Shareholder With 10% Ownership | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Option expiration period (up to) | 5 years | |||||
Minimum exercise price as percentage of fair value of shares on grant date | 110.00% | |||||
Shareholder ownership percentage | 10.00% | |||||
Option | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 5 years | |||||
Options, grants in period (in shares) | 1,614,492 | |||||
Threshold percentage of exercise price | 130.00% | |||||
Threshold consecutive trading days | 30 days | |||||
Stock Appreciation Rights | 2021 Incentive Award Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Option expiration period (up to) | 10 years | |||||
Restricted Stock | 2015 Stock Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
RSAs granted in period (in shares) | $ / shares | $ 0 | |||||
RSAs vested in period, fair value | $ | $ 0.1 | |||||
Stock granted in period, other than options (in shares) | 0 | |||||
Restricted Stock | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 4 years | |||||
Award vesting rights, vested percentage | 100.00% | |||||
Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 4 years | |||||
Award vesting rights, vested percentage | 100.00% | |||||
Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 5 years | |||||
Stock granted in period, other than options (in shares) | 807,246 | |||||
Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | Several Members of the Board of Directors | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock granted in period, other than options (in shares) | 152,628 | |||||
Performance Stock Unit | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 4 years | |||||
Stock granted in period, other than options (in shares) | 807,246 | |||||
Percentage of performance stock units | 25.00% | |||||
Performance Stock Unit | 2021 Incentive Award Plan | Minimum | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Performance stock, stock price increase percentage | 150.00% | |||||
Performance Stock Unit | 2021 Incentive Award Plan | Maximum | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Performance stock, stock price increase percentage | 300.00% | |||||
Vesting Period One | Restricted Stock | 2015 Stock Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 1 year | |||||
Vesting Period Two | Restricted Stock | 2015 Stock Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 2 years | |||||
Vesting Period Three | Restricted Stock | 2015 Stock Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 4 years | |||||
Share-based Payment Arrangement, Tranche One | Option | 2015 Stock Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 25.00% | |||||
Share-based Payment Arrangement, Tranche One | Option | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 20.00% | |||||
Share-based Payment Arrangement, Tranche One | Restricted Stock | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 25.00% | |||||
Share-based Payment Arrangement, Tranche One | Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 25.00% | |||||
Share-based Payment Arrangement, Tranche One | Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 20.00% | |||||
Share-based Payment Arrangement, Tranche Two | Option | 2015 Stock Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule, monthly vesting percentage after year one | 0.021 | 0.021 | ||||
Share-based Payment Arrangement, Tranche Two | Option | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 20.00% | |||||
Share-based Payment Arrangement, Tranche Two | Restricted Stock | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 25.00% | |||||
Share-based Payment Arrangement, Tranche Two | Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 25.00% | |||||
Share-based Payment Arrangement, Tranche Two | Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 20.00% | |||||
Share-based Payment Arrangement, Tranche Three | Option | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 20.00% | |||||
Share-based Payment Arrangement, Tranche Three | Restricted Stock | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 25.00% | |||||
Share-based Payment Arrangement, Tranche Three | Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 25.00% | |||||
Share-based Payment Arrangement, Tranche Three | Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 20.00% | |||||
Share-based Payment Arrangement, Tranche Four | Option | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 20.00% | |||||
Share-based Payment Arrangement, Tranche Four | Restricted Stock | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 25.00% | |||||
Share-based Payment Arrangement, Tranche Four | Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | Employee | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 25.00% | |||||
Share-based Payment Arrangement, Tranche Four | Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 20.00% | |||||
Share-based Payment Arrangement, Tranche Five | Option | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 20.00% | |||||
Share-based Payment Arrangement, Tranche Five | Restricted Stock Units (RSUs) | 2021 Incentive Award Plan | One Senior Advisor | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting schedule in percentage | 20.00% |
Stock-based compensation - Sche
Stock-based compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | ||
Number of Shares Underlying Outstanding Options | ||||
Number of shares underlying outstanding options, options exercised (in shares) | [1] | (423) | ||
2015 Stock Plan | ||||
Number of Shares Available for Grant | ||||
Number of shares available for grant, beginning balance (in shares) | 1,587,195 | |||
Number of shares available for grant, options repurchased (in shares) | 220,561 | |||
Number of shares available for grant, options exercised (in shares) | 0 | |||
Number of shares available for grant, options cancelled (in shares) | 378,639 | |||
Number of shares available for grant, ending balance (in shares) | 2,186,395 | 1,587,195 | ||
Number of Shares Underlying Outstanding Options | ||||
Number of shares underlying outstanding options, beginning balance (in shares) | 25,732,503 | |||
Number of shares underlying outstanding options, options repurchased (in shares) | 0 | |||
Number of shares underlying outstanding options, options exercised (in shares) | (727,114) | |||
Number of shares underlying outstanding options, options cancelled (in shares) | (378,641) | |||
Number of shares underlying outstanding options, ending balance (in shares) | 24,626,748 | 25,732,503 | ||
Number of shares underlying outstanding options, vested and expected to vest (in shares) | 24,626,748 | |||
Number of shares underlying outstanding options, exercisable (in shares) | 5,969,870 | |||
Weighted- Average Exercise Price per Share | ||||
Weighted average exercise price, beginning balance (in dollars per share) | $ 0.39 | |||
Weighted average exercise price, options repurchased (in dollars per share) | 0.14 | |||
Weighted average exercise price, options exercised (in dollars per share) | 0.13 | |||
Weighted average exercise price, options cancelled (in dollars per share) | 0.15 | |||
Weighted average exercise price, ending balance (in dollars per share) | 0.41 | $ 0.39 | ||
Weighted average exercise price, options vested and expected to vest (in dollars per share) | 0.41 | |||
Weighted average exercise price, options exercisable (in dollars per share) | $ 0.26 | |||
Weighted- Average Remaining Contractual Term (in years) | ||||
Stock options outstanding, weighted average remaining contractual term | 9 years 4 months 24 days | 9 years 7 months 6 days | ||
Stock options exercised, weighted average remaining contractual term | 9 years | |||
Stock options vested and expected to vest, weighted average remaining contractual term | 9 years 4 months 24 days | |||
Stock options exercisable, weighted average remaining contractual term | 9 years 2 months 12 days | |||
Aggregate Intrinsic Value | ||||
Stock options outstanding, aggregate intrinsic value, beginning balance | $ 245,746 | |||
Stock options exercised, aggregate intrinsic value | 6,083 | |||
Stock options outstanding, aggregate intrinsic value, ending balance | 199,328 | $ 245,746 | ||
Stock options vested and expected to vest, aggregate intrinsic value | 199,328 | |||
Stock options exercisable, aggregate intrinsic value | $ 49,206 | |||
[1] | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1), have been retroactively restated as shares reflecting the exchange ratio of approximately 0.703 established in the Merger as described in Note 1. |
Stock-based compensation - Sc_2
Stock-based compensation - Schedule of Stock Options Outstanding and Exercisable (Details) - 2015 Stock Plan | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | shares | 24,626,748 |
Options exercisable (in shares) | shares | 5,969,870 |
Exercise Price at $0.13 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ 0.13 |
Exercise price, upper range limit (in dollars per share) | $ 0.13 |
Options outstanding (in shares) | shares | 6,583,852 |
Options outstanding, weighted average remaining contractual life (years) | 9 years 1 month 28 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.13 |
Options exercisable (in shares) | shares | 3,235,053 |
Options exercisable, weighted average remaining contractual life (years) | 9 years 1 month 28 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.13 |
Exercise Price at $0.15 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 0.15 |
Exercise price, upper range limit (in dollars per share) | $ 0.15 |
Options outstanding (in shares) | shares | 10,474,328 |
Options outstanding, weighted average remaining contractual life (years) | 9 years 5 months 15 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.15 |
Options exercisable (in shares) | shares | 1,906,603 |
Options exercisable, weighted average remaining contractual life (years) | 9 years 3 months 10 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.15 |
Exercise Price at $0.26 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 0.26 |
Exercise price, upper range limit (in dollars per share) | $ 0.26 |
Options outstanding (in shares) | shares | 35,159 |
Options outstanding, weighted average remaining contractual life (years) | 2 months 12 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.26 |
Options exercisable (in shares) | shares | 35,159 |
Options exercisable, weighted average remaining contractual life (years) | 2 months 12 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.26 |
Exercise Price at $1.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 1 |
Exercise price, upper range limit (in dollars per share) | $ 1 |
Options outstanding (in shares) | shares | 7,524,115 |
Options outstanding, weighted average remaining contractual life (years) | 9 years 6 months |
Options outstanding, weighted average exercise price (in dollars per share) | $ 1 |
Options exercisable (in shares) | shares | 783,761 |
Options exercisable, weighted average remaining contractual life (years) | 9 years 6 months |
Options exercisable, weighted average exercise price (in dollars per share) | $ 1 |
Exercise Price at $3.92 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 3.92 |
Exercise price, upper range limit (in dollars per share) | $ 3.92 |
Options outstanding (in shares) | shares | 7,976 |
Options outstanding, weighted average remaining contractual life (years) | 2 months 12 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 3.92 |
Options exercisable (in shares) | shares | 7,976 |
Options exercisable, weighted average remaining contractual life (years) | 2 months 12 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ 3.92 |
Exercise Price at $5.80 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 5.80 |
Exercise price, upper range limit (in dollars per share) | $ 5.80 |
Options outstanding (in shares) | shares | 1,318 |
Options outstanding, weighted average remaining contractual life (years) | 2 months 12 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 5.80 |
Options exercisable (in shares) | shares | 1,318 |
Options exercisable, weighted average remaining contractual life (years) | 2 months 12 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ 5.80 |
Stock-based compensation - Sc_3
Stock-based compensation - Schedule of Nonvested Restricted Stock Awards Activity (Details) - Restricted Stock - 2015 Stock Plan | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Outstanding shares | |
Restricted stock awards, beginning balance (in shares) | shares | 57,956 |
Granted (in shares) | shares | 0 |
Canceled (in shares) | shares | 0 |
Vested (in shares) | shares | (8,279) |
Restricted stock awards, ending balance (in shares) | shares | 49,677 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0.67 |
Granted (in dollars per share) | $ / shares | 0 |
Canceled (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0.67 |
Ending balance (in dollars per share) | $ / shares | $ 0.67 |
Stock-based compensation - Sc_4
Stock-based compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 5,256 | $ 175 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 118 | 42 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 921 | 136 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 265 | 50 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 3,952 | $ (53) |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Net Loss Per Common Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ (20,957) | $ (18,693) |
Denominator [Abstract] | ||
Weighted-average shares used to compute basic net loss per share (in shares) | 55,688,281 | 7,767,169 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 55,688,281 | 7,767,169 |
Net loss per common share, basic (in dollars per share) | $ (0.38) | $ (2.41) |
Net loss per common share, diluted (in dollars per share) | $ (0.38) | $ (2.41) |
Net Loss Per Common Share - Nar
Net Loss Per Common Share - Narrative (Details) | Mar. 31, 2021 |
Earnings Per Share [Abstract] | |
Share exchange ratio | 0.703 |
Net Loss Per Common Share - S_2
Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 47,318,414 | 6,005,319 |
Redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 4,384,348 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 24,626,748 | 1,467,347 |
Unvested RSA | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 34,932 | 26,908 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 959,874 | 0 |
Unvested early exercised common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 3,935,428 | 89,431 |
Vested and early exercised options subject to nonrecourse notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 1,761,436 | 0 |
Preferred stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 37,285 |
Public and private common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 15,999,996 | 0 |