Net Loss Per Share Attributable to Common Stockholders

9 Months Ended

Dec. 31, 2021

Net Loss Per Share Attributable to Common Stockholders

15. Net Loss Per Share Attributable to Common Stockholders

The Company uses the two-class method to calculate net loss per share.

Prior to the Merger and prior to effecting the recapitalization, the net loss attributable to common stockholders was allocated based on the contractual participation rights of the 23andMe, Inc. Class A and 23andMe, Inc. Class B common stock. As the liquidation and dividend rights of 23andMe, Inc. Class A and 23andMe, Inc. Class B common stock are identical, the net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for 23andMe, Inc. Class A and 23andMe, Inc. Class B common stock under the two-class method. Earnings per share calculations for all periods prior to the Merger have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the reverse capitalization. Shares issued on early exercise, or issued but subject to vesting, are not included within weighted average shares outstanding for the period.

Subsequent to the Merger, the Company continues to have two classes of common stock: Class A and Class B common stock. Similar to the previous structure, the rights are identical, including liquidation and dividend rights, except the Company’s Class B common stock has additional voting rights and is convertible at any time at the option of the holder into Class A common stock, and is automatically converted into Class A common stock upon transfer (except for certain permitted transfers). The net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for Class A and Class B common stock under the two-class method.

No dividends were declared or paid for the three and nine months ended December 31, 2021 and 2020.

The diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents during the period. The Company’s redeemable convertible preferred stock, stock options, early exercised stock options, restricted stock units, and restricted stock awards subject to vesting are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

Net loss attributable to common stockholders is equivalent to net loss for all periods presented.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Three Months Ended December 31,												Nine Months Ended December 31,
	2021						2020						2021						2020
	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
	(in thousands, except share and per share data)												(in thousands, except share and per share data)
Numerator:
Net loss attributable to common stockholders	$	(25,829	)	$	(63,567	)	$	(9,315	)	$	(35,330	)	$	(36,672	)	$	(111,274	)	$	(24,537	)	$	(92,069	)

Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		123,255,556			303,335,555			20,232,652			76,742,223			82,912,004			251,579,901			20,030,414			75,154,757

Net loss per share:
Net loss per share attributable to common stockholders, basic and diluted	$	(0.21	)	$	(0.21	)	$	(0.46	)	$	(0.46	)	$	(0.44	)	$	(0.44	)	$	(1.23	)	$	(1.23	)

The potential shares of common stock that 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 anti-dilutive are as follows:


	As of December 31,
	2021				2020
	Class A		Class B		Class A		Class B
Redeemable convertible preferred stock		—		—		—		209,181,553
Outstanding stock options		66,252,927		—		17,657,235		63,496,772
Issuance of common stock upon early exercise of options (unvested)		—		—		—		12,653,568
Restricted stock units		9,701,083		—		—		—
Shares subject to vesting		3,747,027		—		—		—
Total		79,701,037		—		17,657,235		285,331,893