XML 34 R17.htm IDEA: XBRL DOCUMENT
v3.23.1

NET LOSS PER SHARE | 12 Months Ended
--- | ---
Dec. 31, 2022
Earnings Per Share [Abstract] |
NET LOSS PER SHARE | 11. 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 convertible preferred stock, outstanding stock options, RSUs and Earn-Out Shares, 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:
|  | 2022 |  |  | 2021 |  |
Numerator: |  |  |  |  |  |  |
Net Loss |  | $ | (73,164 | ) |  | $ | (64,851 | ) |
Numerator for Basic and Dilutive net loss per share – Loss available to common stockholders |  | $ | (73,164 | ) |  | $ | (64,851 | ) |
Denominator: |  |  |  |  |  |  |
Common Stock |  |  | 70,449,191 |  |  |  | 3,690,523 |  |
Denominator for Basic and Dilutive net loss per share - Weighted-average common stock |  |  | 70,449,191 |  |  |  | 3,690,523 |  |
Basic and dilutive net loss per share |  | $ | (1.04 | ) |  | $ | (17.57 | ) |
Since the Company was in a net loss position for all periods presented, the basic loss per share calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, 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:
|  | 2022 |  |  | 2021 |  |
Outstanding options to purchase common stock |  |  | 10,719,564 |  |  |  | 7,522,136 |  |
Outstanding RSUs |  |  | 1,585,359 |  |  |  | 117,516 |  |
Earn-Out Shares (1) |  |  | 9,421,444 |  |  |  | 10,000,000 |  |
Total anti-dilutive common equivalent shares |  |  | 21,726,367 |  |  |  | 17,639,652 |  |
_________________________ (1) The Company will 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 reported sale price of the Class A common stock is greater than or equal to $15.00 for any 20 trading days within any 30 consecutive trading day period, or (ii) there is a transaction that will 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 is a transaction (other than for stock splits, stock dividends, special cash dividends, reorganizations, recapitalizations or similar transactions affecting the Class A common stock) that will 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 will terminate.

X
- References No definition available. + Details
Name: | us-gaap_EarningsPerShareAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for earnings per share. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -URI https://asc.fasb.org/topic&trid=2144383 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257 + Details
Name: | us-gaap_EarningsPerShareTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration