NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2024

10. NET 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 of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common equivalent shares of the Company, including outstanding stock options, RSUs and Earn-Out Shares (defined below), to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common equivalent shares of the Company outstanding would have been anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	Three Months Ended March 31,
	2024			2023
Numerator:
Net Loss	$	(9,848	)	$	(12,160	)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(9,848	)	$	(12,160	)
Denominator:
Common Stock		71,934,045			70,864,226
Denominator for Basic and Dilutive EPS - Weighted-average common stock		71,934,045			70,864,226
Basic and dilutive net loss per share	$	(0.14	)	$	(0.17	)

Since the Company was in a net loss position for all periods presented, net loss per share attributable to Class A and Class B common stockholders was the same on a basic and diluted basis, as the inclusion of all common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows:


	Three Months Ended March 31,
	2024		2023
Outstanding options to purchase common stock		18,480,994		13,297,988
Outstanding RSUs		314,243		1,151,596
Earn-Out Shares (1)		9,357,835		9,400,616
Total anti-dilutive common equivalent shares		28,153,072		23,850,200

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(1) The Company will issue to holders of Legacy Hyperfine and Liminal securities as of immediately prior to the effective time of the Mergers, in accordance with their pro rata share, up to 10,000,000 shares of Class A common stock as earn-out consideration (the “Earn-Out Shares”) net of forfeitures, if at any time during the period between the Closing Date of December 22, 2021 and the third anniversary of the Closing Date (the “Earn-Out Period”), (i) the last share price of the Class A common stock is greater than or equal to $15.00 for any 20 trading days within any 30 consecutive trading day period, or (ii) there is a transaction that will result in shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value greater than or equal to $15.00. During the Earn-Out Period, if there is a transaction (other than for stock splits, stock dividends, special cash dividends, reorganizations, recapitalizations or similar transactions affecting the Class A common stock) that will result in the shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value less than $15.00, then the right to receive Earn-Out Shares will terminate.