Net Loss Per Share

12 Months Ended

Dec. 31, 2023

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 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, 2023 and 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,
	2023		2022		2021
Numerator:
Net loss attributable to Forge Global Holdings, Inc., basic	$	(90,221)	$	(111,859)	$	(18,499)
Less: Change in fair value of Junior Preferred Stock warrant liability	—		(3,924)		—
Net loss attributable to common stockholders, diluted	$	(90,221)	$	(115,783)	$	(18,499)
Denominator:
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic	173,402,167		143,839,981		54,295,304
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	173,402,167		145,013,346		54,295,304
Net loss per share attributed to common stockholders:
Basic	$	(0.52)	$	(0.78)	$	(0.34)
Diluted	$	(0.52)	$	(0.80)	$	(0.34)

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,
	2023	2022	2021

Convertible preferred stock(1)	—	—	73,914,150
Warrants to purchase common stock	3,282,652	3,282,652	3,774,437
Private Placement Warrants	7,386,667	7,386,667	—
Common stock subject to repurchase	435,136	1,064,323	11,400,806
Outstanding options	7,813,366	12,853,072	15,712,437
Restricted stock units	17,434,138	10,884,476	—

Total	36,351,959	35,471,190	104,801,830

(1) Conversion of preferred stock to common stock as part of the Merger. See Note 10, "Capitalization", and Note 11, "Warrants", for additional details of the Company’s stockholders’ equity prior to and subsequent to the Merger.