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Net Loss Per Share
9 Months Ended
Sep. 30, 2025
Earnings Per Share [Abstract]  
Net Loss Per Share

10. Net Loss Per Share

The Company’s basic and diluted net loss per share is calculated by dividing net loss less any redemption or induced conversion on the Series B Preferred Stock by the weighted-average number of shares of common stock outstanding for the period. RSUs, performance stock units (“PSUs”), options to purchase the Company’s common stock, restricted stock, Employee Stock Purchase Plan

(“ESPP”) shares pending issuance, Series B Preferred Stock and convertible notes are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented.

 

On January 23, 2022, the Company entered into separate Series B Convertible Preferred Stock Purchase Agreements (collectively, the “Purchase Agreements”) with Casdin Private Growth Equity Fund II, L.P. and Casdin Partners Master Fund, L.P. (together, “Casdin”), and Viking Global Opportunities Illiquid Investments Sub Master LP and Viking Global Opportunities Drawdown LP (together, Viking, and collectively with Casdin, the “Investors”), whereby the Company issued and sold an aggregate of $225.0 million of convertible preferred stock, consisting of: (i) 112,500 shares of the Company’s Series B-1 Convertible Preferred Stock, par value $0.001 per share (the “Series B-1 Preferred Stock”), at a purchase price of $1,000 per share; and (ii) 112,500 shares of the Company’s Series B-2 Convertible Preferred Stock, par value $0.001 per share (the “Series B-2 Preferred Stock”, and together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”) at a purchase price of $1,000 per share.

 

On March 18, 2024, the Company entered into an exchange agreement (the “Exchange Agreement”) with the Investors in which all outstanding shares of Series B Preferred Stock were exchanged for an aggregate of 92,930,553 shares of the Company's common stock. This transaction was determined to be an induced conversion due to a reduction in the original conversion price. The excess of the fair value of the common stock issued over the fair value of shares issuable under original terms represents an in-substance distribution to the Investors, and was included as a reduction to the numerator in calculating earnings per share for the three and nine months ended September 30, 2024.

 

Computation of net loss per share for the three and nine months ended September 30, 2025 and 2024 was as follows (in thousands, except per share data):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from continuing operations

 

$

(31,684

)

 

$

(21,919

)

 

$

(72,727

)

 

$

(63,766

)

Less: Induced conversion of redeemable preferred stock

 

 

 

 

 

 

 

 

 

 

 

(46,014

)

Net loss from continuing operations attributable to common stockholders

 

 

(31,684

)

 

 

(21,919

)

 

 

(72,727

)

 

 

(109,780

)

Less: Net loss from discontinued operations

 

 

(3,003

)

 

 

(5,019

)

 

 

(21,452

)

 

 

(41,047

)

Net loss attributable to common stockholders

 

$

(34,687

)

 

$

(26,938

)

 

$

(94,179

)

 

$

(150,827

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding during the period

 

 

382,630

 

 

 

371,538

 

 

 

380,468

 

 

 

346,093

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

From continuing operations

 

$

(0.08

)

 

$

(0.06

)

 

$

(0.19

)

 

$

(0.32

)

From discontinued operations

 

$

(0.01

)

 

$

(0.01

)

 

$

(0.06

)

 

$

(0.12

)

Attributable to common stockholders

 

$

(0.09

)

 

$

(0.07

)

 

$

(0.25

)

 

$

(0.44

)

The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

RSUs, PSUs, stock options, restricted shares and ESPP shares

 

 

56,030

 

 

 

54,664

 

2019 Notes

 

 

 

 

 

18,966

 

2014 Notes

 

 

5

 

 

 

5

 

Warrants

 

 

11,692

 

 

 

11,692

 

Total

 

 

67,727

 

 

 

85,327