NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2025

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, Earn-Out Shares (as defined below) and warrants to purchase Class A common stock (described 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,
	2025			2024
Numerator:
Net Loss	$	(9,418	)	$	(9,848	)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(9,418	)	$	(9,848	)
Denominator:
Common Stock		75,697,199			71,934,045
Denominator for Basic and Dilutive EPS - Weighted-average common stock		75,697,199			71,934,045
Basic and dilutive net loss per share	$	(0.12	)	$	(0.14	)

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,
	2025		2024
Outstanding options to purchase common stock		17,954,246		18,480,994
Outstanding RSUs		2,441,983		314,243
Earn-Out Shares (1)		—		9,357,835
Warrants to purchase common stock		4,511,178		—
Total anti-dilutive common equivalent shares		24,907,407		28,153,072

_________________________

(1) The Company would 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 was greater than or equal to $15.00 for any 20 trading days within any 30 consecutive trading day period, or (ii) there was a transaction that would 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 was a transaction (other than for stock splits, stock dividends, special cash dividends, reorganizations, recapitalizations or similar transactions affecting the Class A common stock) that would 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 would terminate. As of December 22, 2024, the Earn-Out Shares expired as a result of the vesting conditions not being achieved.