STOCKHOLDERS EQUITY AND LOSS PER SHARE

12 Months Ended

Sep. 30, 2024

STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE

STOCKHOLDERS EQUITY AND LOSS PER SHARE

Share numbers and per share amounts are not presented in thousands within this Note 13.

Stockholders’ Equity

Preferred Shares

As of September 30, 2024 and 2023, no preferred shares were outstanding.

Warrants

The Warrants are classified as equity instruments, have an exercise price of $1.57 per share, are exercisable at any time on or after the Closing Date until September 13, 2034 and were initially recorded at a fair value of $4,768. Refer to Note 7 - Debt for further discussion of the transactions contemplated by the Purchase Agreement, the Fee Letter. The initial fair value of the Warrants was determined utilizing a Black-Scholes-Merton option pricing model ("Black-Scholes Model"), which is a form of the income approach. Significant assumptions utilized in the Black-Scholes Model included stock price ($1.56 on September 13, 2024), volatility (70%), expected term (10 years) which is based on the remaining contractual time to expiration, and the risk free rate (3.66%).

Open Market Sales Agreement

On August 9, 2024, the “Company entered into an Open Market Sale AgreementSM with Jefferies LLC (the “Sale Agreement”), pursuant to which the Company may offer and sell up to $50,000 of the Company’s common shares (the "ATM Shares") from time to time in at-the-market offerings, through Jefferies LLC (“Jefferies”), acting as sales agent. Sales pursuant to the Sale Agreement will be made only upon instructions by the Company to Jefferies, and the Company cannot provide any assurances that it will issue any ATM Shares pursuant to the Sales Agreement. The Company has not yet sold any ATM Shares as of September 30, 2024.

Loss Per Share

The Company computes basic loss per share using the weighted average number of common shares outstanding. The Company computes diluted earnings per share using the if-converted method for preferred shares and convertible debt, if any, and the treasury stock method for stock options and restricted stock units.


(in thousands)	Fiscal Years Ended September 30,
	2024		2023
Numerator:
Consolidated net loss	$	(108,885)	$	(104,902)
Less: Net (loss) income attributable to noncontrolling interests	(440)		238
Net loss attributable to common shareholders	(108,445)		(105,140)

Denominator:
Weighted-average shares outstanding - Basic and Diluted	25,897		25,641
Anti-dilutive common share equivalents (1)	10,935		5,763

(1) For the fiscal year ended September 30, 2024, anti-dilutive common share equivalents are comprised of stock options, restricted stock units, restricted stock awards, 2,859,306 common shares issuable upon conversion of the Notes and 4,146,250 common shares issuable upon exercise of the Warrants. For the fiscal year ended September 30, 2023, anti-dilutive common share equivalents are comprised of stock options, restricted stock units, restricted stock awards and 3,040,268 common shares of common stock issuable upon conversion of the Notes. These common share equivalents were outstanding for the periods presented, but were not included in the computation of diluted loss per share for those periods because their inclusion would have had an anti-dilutive effect.

Accumulated Other Comprehensive Loss

Within the statement of operations, foreign exchange gains and losses are recognized as a result of translations of non-functional currencies. In relation to the translation into U.S. dollars, except for defined benefit pension costs of the Pension Plan, the assets and liabilities of foreign operations are translated using the current exchange rate. For those operations, changes in exchange rates generally do not affect cash flows; therefore, resulting translation adjustments are made in shareholders' equity rather than in the consolidated statements of operations. The Pension Plan relates to a U.K. subsidiary, which currently records a valuation allowance against its net deferred tax assets.

As a result, income tax effects on the net activity have not been presented related to each component of other comprehensive loss for the fiscal years ended September 30, 2024 and 2023.