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Net Loss Per Share Attributable to Common Stockholders
3 Months Ended
Mar. 31, 2025
Earnings Per Share [Abstract]  
Net Loss Per Share Attributable to Common Stockholders
14.
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic net loss per share is calculated by dividing the net loss by the weighted average number of outstanding shares of Common Stock each period. The Company’s Class A common stock and Class B common stock share equally in distributed and undistributed earnings; therefore, no allocation to participating securities or dilutive securities is performed. Diluted net loss per share is calculated by giving effect to all potential dilutive Common Stock equivalents, which includes stock options, RSUs, RSAs, PSUs, and preferred stock. Because the Company incurred net losses each period, the basic and diluted calculations are the same. The Company used the if-converted method to calculate diluted EPS. As the Company had net losses in the three months ended March 31, 2025 and 2024, all potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.

The following table presents the calculation for basic and diluted net loss per share (in thousands, except share and per share data):

 

 

 

Three Months Ended March 31,

 

 

 

2025

2024

 

Numerator:

 

 

 

 

 

 

Net loss

 

$

(68,037

)

 

$

(64,743

)

Dividends on Series A, B, B-1, B-2, C, D, E, F, G, G-3, and G-4 preferred
   shares

 

 

 

 

 

(27,807

)

Cumulative undeclared dividends on Series C preferred shares

 

 

 

 

 

(506

)

Net loss attributable to common stockholders

 

$

(68,037

)

 

$

(93,056

)

Denominator:

 

 

 

 

 

 

Weighted-average common shares outstanding, basic and diluted

 

 

170,506

 

 

 

63,430

 

Net loss per share attributable to common stockholders, basic and diluted

 

$

(0.40

)

 

$

(1.47

)

 

The following outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share for each period, as the impact of including them would have been anti-dilutive. As disclosed in Note 10, the Company issued a warrant for $100 million in shares of the Company’s Class A common stock. As per the terms of the warrant, potentially dilutive shares are based on the latest equity financing price. The warrant was terminated for no consideration on December 31, 2024.

 

 

 

As of March 31,

 

 

 

2025

 

 

2024

 

Stock options outstanding

 

 

 

 

 

210,000

 

Convertible preferred stock

 

 

 

 

 

63,603,084

 

Astrazeneca warrant

 

 

 

 

 

1,744,991

 

Deep 6 holdback liability

 

 

17,372

 

 

 

 

SEngine holdback liability

 

 

 

 

 

41,007

 

Unvested RSUs

 

 

5,761,861

 

 

 

 

Unvested RSAs

 

 

26,059

 

 

 

 

Allen & Company warrant

 

 

 

 

 

150,000

 

Total potentially dilutive shares

 

 

5,805,292

 

 

 

65,749,082

 

 

As disclosed in Note 12, the RSUs issued prior to the IPO include a liquidity event performance condition prior to vesting. As such, as of March 31, 2024, these are treated as contingently issuable shares and are excluded from potentially dilutive shares as the liquidity event performance condition was not yet satisfied. As the liquidity event performance condition was satisfied upon completion of the IPO, as of March 31, 2025, these shares are included in potentially dilutive shares.

As disclosed in Note 13, the Second Amended Note may be fully converted to shares upon maturity at the holder’s option, or up to 50% may be converted to shares upon maturity at the Company's option. The number of shares to be issued is based on the amount outstanding at the maturity date, which is subject to reduction based on services used by us prior to the maturity date. As such, these are treated as contingently issuable shares and will be excluded from potential dilutive impact.

As disclosed in Note 11, the Company’s Series G-3 Preferred, Series G-4 Preferred and Series G-5 Preferred contain embedded conversion features resulted in the issuance of additional shares of Class A common stock upon completion of the IPO. The number of shares issued related to these features was dependent upon the IPO price. As such, prior to the IPO, these are treated as contingently issuable shares. Subsequent to the completion of the IPO in June 2024, the additional shares of Class A common stock are included in the weighted-average common shares outstanding.