NET LOSS PER SHARE

6 Months Ended

Jun. 30, 2025

As discussed in Note 5, on June 12, 2025, in connection with the Refinancing Agreement, the Company issued warrants to Blue Owl (the “lender warrants”) to purchase up to an aggregate 486,264 shares of the Company common stock an exercise price of $0.01, subject to adjustment. The lender warrants are considered exercisable for an aggregate 486,264 shares for little to no consideration and the shares are therefore included in basic shares outstanding at their issuance date.

As discussed in Note 5, the Refinancing Agreement provides for the Term Loan Conversion which allows the Class B Lenders to convert amounts outstanding under the New Term Loan into up to 21,378,017 shares of the Company common stock, subject to certain conditions, representing the maximum number of shares of Company common stock issuable upon the Term Loan Conversion. As the shareholder vote disclosed in Note 12, Subsequent Events, had not occurred as of June 30, 2025, these amounts have not been included within basic and diluted shares outstanding as of the three month and six month periods ended June 30, 2025.

On March 6, 2023, in connection with a prior amendment to the Existing Credit Agreement, the Company issued lender warrants to Blue Owl to purchase up to 80,000 shares of the Company common stock at an exercise price of $0.25 per share, which vested on September 6, 2023. On December 5, 2023, the Company issued lender warrants to Blue Owl to purchase an additional 80,000 shares of our common stock at an exercise price of $0.25 per share which are vested. The lender warrants are considered exercisable for 160,000 shares for little to no consideration and the shares are therefore included in basic and diluted shares outstanding at their issuance date.

In connection with the merger, 500,000 public warrants were originally issued in the initial public offering (“IPO”) and 13,300 private warrants were originally issued in a private placement in connection with the IPO. These warrants can be exercised up to five years after the merger.

The Company’s potentially dilutive securities, which include unvested RSUs, stock options to purchase common stock and warrants to purchase common stock, have been excluded from the computation of diluted net loss per share for certain periods, as the effect would be antidilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same in periods of a net loss. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	Three and Six Months Ended June 30,
	2025	2024
Public warrants	500,000	500,000
Private warrants	13,300	13,300
Stock options	270,554	332,468
Unvested restricted stock units	187,744	312,166
Total common stock equivalents	971,598	1,157,934