What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-01 compared with 2021-02-26 · 14 added, 86 removed, 26 unchanged (79% of the section changed)

3 unchanged sentences

Prior to that date, there was no public trading market for our Series 1 common stock.

Our IPO was priced at $24.00 per share on August 5, 2020.

On February 16, 2021, the last reported sale price of our common stock on the Nasdaq Global Select Market was $74.81 per share.

As of February 16, 2021, we had 332 holders of record of our Series 1 common stock.

The actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.

As of December 31, 2021, we had 196 holders of record of our Series 1 common stock.

The actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street names by brokers and other nominees.

This number of holders of record also does not include shareholders whose shares may be held in trust by other entities.

3 unchanged sentences

We do not anticipate paying cash dividends on our Series 1 common stock for the foreseeable future.

Use of Proceeds from Registered Securities

On August 4, 2020, we completed our IPO, in which we issued and sold 7,877,500 shares of our Series 1 common stock, including 1,027,500 shares of Series 1 common stock that were sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of Series 1 common stock at $24.00 per share.

The IPO resulted in net proceeds of $171.1 million after deducting underwriting discounts, commissions and other offering costs.

Existing stockholders sold an additional 2,495,000 shares of Series 1 common stock, including 325,435 shares of Series 1 common stock that were sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of Series 1 common stock at $24.00 per share.

We did not receive any proceeds from the sale of shares by the selling stockholders in the IPO.

On No vember 12, 2020 , we completed our follow-on offering (“Secondary Offering”), in which we issued and sold 1,000,000 shares of our Series 1 common stock at $68.00 per share.

The Secondary Offering resulted in net proceeds of $65.1 million after deducting underwriting discounts, commissions and other offering costs.

Existing stockholders sold an additional 4,750,000 shares of Series 1 common stock, including 750,000 shares of Series 1 common stock that were sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of Series 1 common stock at $68.00 per share.

We did not receive any proceeds from the sale of shares by the selling stockholders in the Secondary Offering.

There have been no material changes in the planned use of proceeds from our IPO and Secondary Offering from that described in the final prospectus’ filed with the SEC pursuant to Rule 424(b) on August 5, 2020 and November 16, 2020, respectively.

Upon completion of the IPO, the Series F Dividend was finally calculated to be $12.8 million and was paid on or about August 12, 2020.

Additionally, upon completion of the Secondary Offering, we fully repaid approximately $22 million of our outstanding indebtedness under our Credit Facility.

Sales of Unregistered Securities

Unregistered Sales of Equity Securities

On November 12, 2021, we issued 34,816 shares of our Series 1 common stock in connection with the acquisition of Quote Ninja, Inc.

and registered those shares on February 10, 2022.

Equity Compensation Plan Information

11 unchanged sentences

Approximate dollar value of shares that may be purchased under the plans or program

January 1-31, 2021

February 1-28, 2021

March 1-31, 2021

April 1-30, 2021

May 1-31, 2021

June 1-30, 2021

July 1-31, 2021

August 1-31, 2021

September 1-30, 2021

2 unchanged sentences

December 1-31, 2021

Selected Financial Data.

The following selected consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018, and the selected consolidated balance sheet data as of December 31, 2020 and 2019 are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The selected consolidated financial data should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements, related notes, and other financial information included elsewhere in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of our results to be expected in any future period.

All amounts are in thousands, except per share data.

Year ended December 31,

Consolidated Statement of Operations Data:

Cost of revenue (1)

Operating expenses:

Sales and marketing (1)

Research and development (1)

General and administrative (1)

Total operating expenses

Loss from operations

Interest income

Interest expense

Change in fair value of financial instruments

Other expense

Loss before provision for income taxes

Provision for income taxes

Cumulative dividends and accretion of issuance costs on Series F preferred stock

Net loss attributable to common stockholders

Basic and diluted net loss per share attributable to common stockholders

Weighted-average number of shares used to compute basic and diluted net loss per share attributable to common stockholders

Includes stock-based compensation expense as follows:

Year ended December 31,

Cost of revenue

Sales and marketing

Research and development

General and administrative

Total stock-based compensation expense

Non-GAAP financial measures

To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented in this Annual Report on Form 10-K adjusted EBITDA, a non-GAAP financial measure.

Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

We define adjusted EBITDA as our net loss, excluding the impact of stock-based compensation expense, depreciation and amortization expense, interest income, interest expense, change in fair value of financial instruments, and our provision for income taxes.

The most directly comparable GAAP measure is net loss.

We monitor and have presented in this Annual Report on Form 10-K adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business.

In particular, we believe excluding the impact of these expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.

We believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we include in net

Accordingly, we believe adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.

Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP.

There are a number of limitations related to the use of adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP.

Some of these limitations are:

adjusted EBITDA excludes stock-based compensation expense and payroll tax associated with stock-based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business;

adjusted EBITDA excludes depreciation and amortization expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future;

adjusted EBITDA does not reflect the cash requirements necessary to service interest on our debt which affects the cash available to us;

adjusted EBITDA does not reflect the monies earned from our investments since it does not reflect our core operations;

adjusted EBITDA does not reflect change in fair value of financial instruments including derivatives since it does not reflect our core operations and is a non-cash expense;

adjusted EBITDA does not reflect income tax expense that affects cash available to us;

the expenses and other items that we exclude in our calculations of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results.

In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.

The following table presents a reconciliation of net loss to adjusted EBITDA for each of the periods indicated:

Stock-based compensation expense

Payroll tax associated with stock-based compensation expense

Depreciation and amortization

Interest income

Interest expense

Change in fair value of financial instrument

Provision for income taxes

Adjusted EBITDA

This financial measure is not calculated in accordance with GAAP.

See “Selected Financial Data—Non-GAAP financial measures” for information regarding our use of this non-GAAP financial measure and a reconciliation of such measure to its nearest comparable financial measure calculated and presented in accordance with GAAP.

Consolidated Balance Sheet Data:

Cash and cash equivalents

Working capital (1)

Total liabilities

Convertible preferred stock

Total stockholders' equity (deficit)

We define working capital as current assets less current liabilities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity