Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Net Loss per Share

Prior to the Merger and prior to effecting the recapitalization, the holders of Legacy Forge's Class AA, Class EE-1, and Class EE-2 common stock were entitled to the same right to participate in the Company’s gains or losses. Therefore, net loss per share is presented as a single class of common stock. 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.

Subsequent to the Merger, the Company has one class of common stock. 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 using the two-class method. The Company’s convertible notes, convertible preferred stock, stock options, warrants, and early exercised stock options 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 because the holders of these securities do not have a contractual right to share in the Company's losses, and their effect would be antidilutive. Therefore, the net loss for the year ended December 31, 2022 was attributed to common stockholders only.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except for share and per share data):


	Year Ended December 31,
	2022		2021		2020

Numerator:
Net loss attributable to Forge Global Holdings, Inc., basic	$	(111,859)	$	(18,499)	$	(9,712)
Less: Mark to market gain for Junior Preferred Stock warrants	$	(3,924)	$	—	$	—
Net loss attributable to common stockholders, diluted	$	(115,783)	$	(18,499)	$	(9,712)
Denominator:
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic	143,839,981		54,295,304		37,308,450
Dilutive effect of common share equivalents	1,173,365		—		—
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted	145,013,346		54,295,304		37,308,450
Net loss per share attributed to common stockholders:
Basic	$	(0.78)	$	(0.34)	$	(0.26)
Diluted	$	(0.80)	$	(0.34)	$	(0.26)

The following potentially dilutive shares were excluded in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:


	Year Ended December 31,
	2022	2021	2020

Convertible notes	—	—	5,355,092
Convertible preferred stock	—	73,914,150	49,084,184
Outstanding options	12,853,072	15,712,437	10,021,682
Common stock and preferred stock warrants	3,282,652	3,774,436	3,774,436
Private Placement Warrants issued upon Merger	7,386,667	—	—
Common stock subject to repurchase	1,064,323	11,400,806	9,631,906
Restricted stock units	10,884,476	—	—

Total	35,471,190	104,801,829	77,867,300