Basic and Diluted Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Basic and Diluted Net Loss Per Share

Basic and Diluted Net Loss Per Share

15. Basic and Diluted Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, RSUs, PRSUs, RSAs, convertible notes, earnout shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

The following table sets forth the computation of the Company’s basic and diluted net loss attributable per share to common stockholders for the three and nine months ended September 30, 2022 and 2021:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss used to compute net loss per share:
Basic	$	(86,391)	$	(5,099)	$	(118,564)	$	(86,497)
Adjustment for change in fair value of warrant liability		—		(2,692)		—		—
Diluted	$	(86,391)	$	(7,791)	$	(118,564)	$	(86,497)
Denominator:
Weighted average shares outstanding used to compute loss per share:
Basic		97,792,485		96,839,292		97,009,351		92,544,137
Dilutive effect of warrants		—		706,650		—		—
Diluted		97,792,485		97,545,942		97,009,351		92,544,137
Loss per share - basic	$	(0.88)	$	(0.05)	$	(1.22)	$	(0.93)
Loss per share - diluted	$	(0.88)	$	(0.08)	$	(1.22)	$	(0.93)

The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for all periods presented:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Stock options	4,149,394	5,131,615	4,149,394	5,131,615
Restricted stock units and awards	5,193,177	984,135	5,193,177	984,135
Performance restricted stock units	1,825,719	—	1,825,719	—
Public and private warrants	1,795,700	—	1,795,700	—
Earnout shares	2,050,000	4,099,999	2,050,000	4,099,999
Convertible debt(1)	16,998,130	16,998,130	16,998,130	16,998,130

⁽¹⁾ In connection with the September 16, 2021 issuance of the 2026 Notes, the Company used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to the Company’s common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing the conversion price for the Company from $25 per share to approximately $37.74 per share, which would result in 11,261,261 potentially dilutive shares instead of the shares reported in this table as of September 30, 2022.