Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2022

Net Income (Loss) Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less the weighted-average unvested common stock subject to repurchase or forfeiture as they are not deemed to be issued for accounting purposes. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, RSUs and warrants, to the extent they are dilutive.

The computation of basic and diluted net income (loss) per share of common stock attributable to common stockholders was as follows (in thousands, except for per share data):


	Three Months Ended March 31,
		2022		2021
Numerator:
Net loss		$	(50,078)	$	(52,162)
Effect of dilutive securities:

Interest expense to be recognized upon conversion of Convertible Notes (1)		(55,185)		—
Numerator for diluted EPS - Net loss after the effect of dilutive securities		$	(105,263)	$	(52,162)
Denominator:
Weighted-average shares used in computing net loss per share of common stock, basic		222,276		6,021

Convertible Notes (1)		24,855		—
Diluted weighted average shares		247,131		6,021
Net loss per share of common stock:
Basic		$	(0.23)	$	(8.66)
Diluted		$	(0.43)	$	(8.66)

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(1)Adjustment is under the “if-converted” method, and includes write-off of $62.3 million unamortized debt discount of the Convertible Notes as of December 31, 2021, offset by the $7.1 million interest expense recorded in net loss of the first quarter of 2022.

As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.8925 used to determine the number of shares of common stock into which they converted.

Prior to the Closing Date, the Company applied the two-class method to calculate its basic and diluted net loss per share of common stock, as the convertible preferred stock were participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method did not impact the net loss per share of common stock as the Company was in a loss position and holders of convertible preferred stock did not participate in losses. Post the Closing Date, the Company applies the treasury stock method when calculating the diluted net income (loss) per share of common stock and “if-converted” method for Convertible Notes when applicable.

The outstanding Convertible Notes including accrued interest will be automatically converted to common stock at $6.5712 per share pursuant to the mandatory conversion provisions, if and when the VWAP exceeds $9.86 over 20 consecutive days subsequent to January 13, 2022.

Since the Company was in a loss position after the effect of dilutive securities, no adjustment is required to the weighted-average shares used in computing the diluted net loss per share as the inclusion of the remaining potential common stock shares outstanding would have been anti-dilutive. The potentially dilutive securities were as follows (in thousands):



			March 31, 2022
Stock options and RSUs to purchase common stock			24,923


Warrants to purchase common stock			1

			24,924