NET LOSS PER SHARE

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

NOTE 14. NET LOSS PER SHARE

Contingently issuable shares are included in basic and diluted earnings per share (“EPS") only when all specified contingencies other than time have been satisfied. Shares issuable in connection with the SEPA are excluded from basic EPS because issuances are contingent on meeting price thresholds, volume limitations, and regulatory caps. As those contingencies were not satisfied as of September 30, 2025, no shares issuable under the SEPA were included in the denominator of basic EPS for the three and nine months ended September 30, 2025.

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised, vested, or converted into Common Stock, and is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period, adjusted for the effect of potentially dilutive shares of Common Stock using the treasury stock or if-converted methods, as applicable. Diluted EPS for the three and nine months ended September 30, 2025 and 2024 excluded the effect of potentially dilutive shares of Common Stock because the effect of their inclusion would be anti-dilutive or would decrease the reported loss per share.

Basic and diluted EPS presented for the three and nine months ended September 30, 2025 includes (i) 24,700,419 shares of Common Stock that the Company was required to issue but had not yet issued as of September 30, 2025 and (ii) 11,688,075 in Offering Pre-Funded Warrants issued but not yet exercised as of September 30, 2025.

The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per share:


	Three and Nine Months Ended September 30,
	2025		2024
Offering Common Stock Warrants		123,454,232		185,642
Offering Pre-Funded Warrants		31,660,075		859,315
Offering Placement Agent Warrants		3,361,344		417,770
Junior Note Warrants		859,315		335,210
Public Warrants		417,770		19,892
Pre-Funded Warrants		—		837,116
June 2023 Senior Note Warrants		335,210		—
August 2024 Warrants Issued with Junior Notes		19,892		—
Stock options outstanding		41,068		—
Unvested restricted stock units		1,612		6,620
If-converted Common Stock from Series A Preferred Stock(1)		109,445		119,445
If-converted Common Stock from convertible notes		37,551,994		32,932,138
Total		197,811,957		35,713,148

(1)

Assumed that all shares of Series A Preferred Stock were converted into Common Stock at a conversion rate equal to $0.25 divided by $5.00, representing the maximum number of shares issuable to holders of Series A Preferred Stock.

NOTE 13. NET LOSS PER SHARE

Diluted earnings per share ("EPS") includes the dilutive effect of Common Stock equivalents and is computed using the weighted-average number of Common Stock and Common Stock equivalents outstanding during the reporting period. Diluted EPS during the years ended December 31, 2024 and 2023 excluded Common Stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported loss per share. The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per share:


	Year ended December 31,
	2024		2023
Stock options outstanding		218,430		188,865
Junior Note Warrants		859,315		550,000
Public Warrants		417,770		417,770
June 2023 Senior Note Warrants		335,210		335,210
Pre-Funded Warrants		837,116		—
August 2024 Warrants Issued with Junior Notes		19,892		—
Unvested restricted stock units		4,562		22,213
If-converted Common Stock from Series A Preferred Stock(1)		119,445		151,945
If-converted Common Stock from convertible notes		16,657,280		335,661
Total		19,469,020		2,001,664

_______________

(1)

Assumes that all shares of Series A Preferred Stock are converted into Common Stock at a conversion rate equal to $0.25 divided by $5.00 (adjusted by the Reverse Stock Split), representing the maximum number of shares issuable to holders of Series A Preferred Stock.