Net Loss Per Share

9 Months Ended

Sep. 30, 2023

2. Net Loss Per Share

The Company’s basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Restricted share units (RSUs), performance stock units (PSUs), and options to purchase the Company’s common stock are considered to be potentially dilutive common shares.

The following potentially dilutive common shares (in thousands) were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive:


	Nine Months Ended September 30,
	2023		2022
RSUs, PSUs, and stock options		16,872		14,253
Series B Preferred Stock		75,164		75,164
2019 Notes(1)		18,966		18,966
2014 Notes		10		10
Total		111,012		108,393

(1)

The conversion rate is subject to adjustment upon the occurrence of certain specified events, including voluntary conversion of the 2019 Notes (as defined below) prior to the Company’s exercise of the Issuer’s Conversion Option (as defined in the 2019 Notes) or in connection with a make-whole fundamental change, entitling the holders, under certain circumstances, to a make-whole premium in the form of an increase in the conversion rate determined based on the effective date and current price of the Company’s common stock, subject to a minimum and maximum price per share. The maximum number of additional shares of common stock that may be issued under the make-whole premium is 2,181,036 shares. Refer to Note 6 for additional information on the 2019 Notes.