Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during each period. Diluted net loss per share is calculated by dividing net loss - diluted by the diluted number of shares outstanding during each period. Except where the result would be anti-dilutive to net loss, diluted net loss per share would be calculated assuming the impact of the conversion of the February 2023 Notes and the October 2023 Notes ( the “2023 Notes”), the conversion of the Company’s preferred shares, the exercise of outstanding equity compensation awards, and ordinary shares expected to be issued under the Company’s Employee Share Purchase Plan (“ESPP”).

The Company has a choice to settle the conversion obligations under the 2023 Notes in cash, shares or any combination of the two. The Company utilizes the if-converted method to reflect the impact of the conversion of the 2023 Notes, unless the result is anti-dilutive. This method assumes the conversion of the 2023 Notes into shares of the Company’s ordinary shares and reflects the elimination of the interest expense related to the 2023 Notes.

The dilutive effect of the stock options, restricted stock units, preferred shares and ordinary shares expected to be issued under the Company’s ESPP has been calculated using the treasury stock method.

A reconciliation of basic and diluted net loss per share, together with the related shares outstanding, in thousands, is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Net Loss Per Share:	2023		2022		2023		2022

Net loss	$	(36,274)	$	(20,146)	$	(131,490)	$	(110,014)



Weighted average shares:
Basic shares	89,380		60,201		76,931		59,359
Effect of dilutive securities—employee and director equity awards outstanding, preferred shares and 2023 Notes	—		—		—		—

Diluted shares	89,380		60,201		76,931		59,359

Net loss per share - basic	$	(0.41)	$	(0.33)	$	(1.71)	$	(1.85)
Net loss per share - diluted	$	(0.41)	$	(0.33)	$	(1.71)	$	(1.85)

Potential ordinary shares of 2,509 and 18,722 were excluded from the calculation of weighted average shares for the three months ended September 30, 2023 and 2022, respectively, and potential ordinary shares of 5,336 and 18,925 were excluded from the calculation of weighted average shares for the nine months ended September 30, 2023 and 2022 because their effect was considered to be anti-dilutive. For the three and nine months ended September 30, 2023 and 2022, the effects of dilutive securities were entirely excluded from the calculation of net loss per share as a net loss was reported in these periods.