Net Loss Per Share (as restated)

6 Months Ended

Jun. 30, 2024

Restatement

Subsequent to the filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2024, management identified an error related to the calculation and presentation of loss per share. The Company had previously concluded that the Series A Preferred Stock and Series B Preferred Stock had preferences over the Company's Common Stock and were therefore excluded from the calculation of basic and dilutive net loss per share pursuant to the two-class method. The Company has now determined that the Series A Preferred Stock and Series B Preferred Stock do not have preferential rights over the Company’s Common Stock and, accordingly, are considered to be a second and third class of common stock for purposes of calculating net loss per share. Consequently, the Company has now separately calculated and presented net loss per share for its Common Stock, Series A Preferred Stock and Series B Preferred Stock.

For the three months ended June 30, 2024 and 2023, loss per share attributable to common stockholders as previously presented was $0.86 and $56.79, respectively, and as restated was $0.59 and $40.14, respectively. For the six months ended June 30, 2024 and 2023, loss per share attributable to common stockholders as previously presented was $2.02 and $62.03, respectively, and as restated was $1.31 and $51.26, respectively. Net loss per share attributable to holders of Series A Preferred Stock and Series B Preferred Stock was not previously presented. All related amounts have been updated to reflect the effects of the restatement throughout the financial statements and related footnotes, as applicable.

The Company computes net loss per share of Common Stock, Series A Preferred Stock, and Series B Preferred Stock using the two-class method required for multiple classes of common stock and other participating securities.

The two-class method is an earnings (loss) allocation method under which earnings (loss) per share is calculated for each class of common stock. The Company has determined that the Series A Preferred Stock and Series B Preferred Stock do not have preferential rights when compared to the Company's Common Stock and therefore it must allocate losses to these other classes of common stock, as illustrated in the table below.

Basic and diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares and pre-funded warrants outstanding during the period, without consideration of potential dilutive securities. The pre-funded warrants are included in the computation of basic net loss per share as the exercise price is negligible and they are fully vested and exercisable. For periods in which the Company generated a net loss, the Company does not include potential shares of common stock in diluted net loss per share when the impact of these items is anti-dilutive. The Company has generated a net loss for all periods presented, therefore diluted net loss per share is the same as basic net loss per share since the inclusion of potential shares of common stock would be anti-dilutive.

The following table sets forth the computation of basic and diluted net loss per share of Common Stock, Series A Preferred Stock, and Series B Preferred Stock (in thousands, except share and per share amounts):


	Three Months Ended June 30,
	2024						2023
	Series A Preferred Stock		Series B Preferred Stock		Common Stock		Series A Preferred Stock		Series B Preferred Stock		Common Stock
Net loss per share, basic and diluted:
Numerator
Allocation of losses	$	(8,714)	$	(3,370)	$	(26,753)	$	(63,645)	$	—	$	(153,436)
Denominator
Weighted-average shares outstanding	369,043		142,745		45,214,616		39,640		—		2,711,439
Weighted-average pre-funded warrants outstanding	—		—		101,648		—		—		1,111,166
Number of shares used in per share computation	369,043		142,745		45,316,264		39,640		—		3,822,605
Net loss per share, basic and diluted	$	(23.61)	$	(23.61)	$	(0.59)	$	(1,605.58)	$	—	$	(40.14)

	Six Months Ended June 30,
	2024						2023
	Series A Preferred Stock		Series B Preferred Stock		Common Stock		Series A Preferred Stock		Series B Preferred Stock		Common Stock
Net loss per share, basic and diluted:
Numerator
Allocation of losses	$	(21,089)	$	(8,084)	$	(53,521)	$	(40,867)	$	—	$	(194,636)
Denominator
Weighted-average shares outstanding	403,040		154,503		40,738,639		19,930		—		2,663,408
Weighted-average pre-funded warrants outstanding	—		—		175,824		—		—		1,133,291
Number of shares used in per share computation	403,040		154,503		40,914,463		19,930		—		3,796,699
Net loss per share, basic and diluted	$	(52.32)	$	(52.32)	$	(1.31)	$	(2,050.53)	$	—	$	(51.26)

The following weighted-average equity instruments were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Options to purchase common stock	5,010,436	654,527	4,526,643	557,515
Unvested restricted stock units	79,870	—	71,368	381
Outstanding Parapyre warrants	684,407	—	684,407	—