Net Loss Per Share of Common Stock

3 Months Ended

Mar. 31, 2026

NOTE 4 — NET LOSS PER SHARE OF COMMON STOCK

Diluted loss per share is the same as basic loss per share for all periods presented as the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. Basic loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding, plus potential outstanding common stock for the period. Potential outstanding common stock includes stock options and warrants, but only to the extent that their inclusion is dilutive. Performance-based restricted stock units are excluded from the calculation of dilutive potential common shares until the performance conditions have been achieved on the basis of the assumption that the end of the reporting period was the end of the contingency period, if such issuable shares are dilutive.

In June 2023, in connection with a private placement, the Company issued and sold pre-funded warrants exercisable for an aggregate of 575,575 shares of common stock. The purchase price of the pre-funded warrants was $9.99 per share, which was paid to the Company upon issuance of the pre-funded warrants. The exercise price of the pre-funded warrants is $0.01 per share. The pre-funded warrants are exercisable by the holders at any time and do not expire. As the remaining shares underlying the pre-funded warrants are issuable for nominal consideration of $0.01 per share, 575,575 shares of common stock underlying the unexercised pre-funded warrants were considered outstanding for purposes of the calculation of loss per share as of March 31, 2026 and 2025.

The following table sets forth the computation of basic and diluted loss per share for common stockholders:


	Three Months Ended March 31,
	2026			2025
Net loss	$	(125,404,384	)	$	(3,752,972	)
Weighted average shares of common stock outstanding		43,900,426			7,568,981
Net loss per share of common stock – basic and diluted	$	(2.86	)	$	(0.50	)

The following securities outstanding at March 31, 2026 and 2025 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share is antidilutive:


	Three Months Ended March 31,
	2026		2025
Common stock options		8,985,678		1,486,297
Performance-based restricted stock units		217,495		228,209
Common stock warrants		—		5,099
Series A preferred stock (1)		1,559,008		—
Series A preferred stock warrants(2)		56,192,400		—

(1)

An aggregate of 3,296 shares of Series A Preferred Stock remain outstanding, which are convertible into an aggregate of 1,559,008 shares of common stock, subject to the limitations on conversion set forth in the Certificate of Designation. See Note 6 for additional information regarding the Company’s Series A Preferred Stock. Shares of the Series A Preferred Stock are classified as temporary equity and excluded from the calculation of weighted average shares outstanding.

(2)

As of March 31, 2026, there were outstanding (i) Preferred Tranche A Warrants to purchase an aggregate of 78,800 shares of the Company’s Series A Preferred Stock, which are convertible into 37,272,400 shares of its common stock and (ii) Preferred Tranche B Warrants to purchase an aggregate of 40,000 shares of the Company’s Series A Preferred Stock,

which are convertible into 18,920,000 shares of its common stock. Both the Tranche A Warrants and Tranche B Warrants are subject to the limitations on conversion set forth in the Certificate of Designation. See Note 6 for additional information regarding the Company’s Series A Preferred Stock and Warrants.