LOSS PER SHARE

12 Months Ended

Dec. 31, 2023

NOTE 12. LOSS PER SHARE

Basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share are the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive due to the Company’s losses.

The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses for the years ended December 31 (in thousands):


	2023	2022	2021
Shares issuable upon the release of RSUs	1,239	435	209
Shares issuable upon exercise of stock options	370	541	719
Shares issuable upon the exercise of the Warrant	247	247	—
	1,856	1,223	928

As discussed in Note 10, Convertible Notes, each holder of the 5.00% Notes has the right at their option to convert any portion of the 5.00% Notes at an initial conversion rate of 138.88889 shares of the common stock per $1,000 principal amount. Holders of the 5.00% Notes who convert their 5.00% Notes in connection with a Make-Whole Fundamental Change are, under certain circumstances, entitled to an increase in the conversion rate. The number of shares of common stock issuable upon conversion of the 5.00% Notes as of December 31, 2023, based on the final October 18, 2023 conversion rate is 9.4 million shares, convertible at the holders’ option. These shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect for the year ended December 31, 2023. The remaining outstanding 2.50% Notes are no longer convertible into common shares as of December 31, 2023 and were not included in diluted net loss per share for the years ended December 31, 2022 and 2021 as they would have had an anti-dilutive effect on loss per share for those periods.

As discussed in Note 11, Related Party Transactions, the Company entered into the Schuler Purchase Obligation, which was amended in December 2023, whereby the Schuler Trust was required, at the Company’s option, to either purchase approximately 1.4 million shares of common stock from the Company at $7.20 per share for an aggregate purchase price of $10.0 million or to backstop a public offering (to be completed before February 15, 2024) by the Company of common stock for aggregate proceeds of $10.0 million at the public offering stock price with additional rights to purchase additional shares at the Schuler Trust’s option. In the event the gross proceeds resulting from the public offering is more than $10.0 million, the Schuler trust agreed to purchase a $2.0 million of the Company’s common stock at the public offering price. The shares to be issued from this agreement were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses.