Basic and Diluted Net Loss Per Share

12 Months Ended

Dec. 31, 2023

(12) Basic and Diluted Net Loss per Share

The following table summarizes the computations of basic net loss per share and diluted net loss per share. Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive shares of common stock. The Company uses the if-converted method for convertible senior notes for calculating any potential dilutive effect on diluted net loss per share. (In thousands, except share and per share data)


	Year Ended December 31,
	2023			2022			2021
Net loss	$	(47,305	)	$	(61,174	)	$	(94,796	)
Dilutive effect of convertible notes, net of tax		(9,682	)		(18,890	)		—
Adjusted net loss	$	(56,987	)	$	(80,064	)	$	(94,796	)

Weighted-average common stock outstanding — basic		40,668,327			39,680,440			37,962,793
Dilutive potential common shares related to convertible notes		2,954,014			5,903,019			—
Weighted-average common stock outstanding — diluted		43,622,341			45,583,459			37,962,793

Basic net loss per share	$	(1.16	)	$	(1.54	)	$	(2.50	)
Diluted net loss per share	$	(1.31	)	$	(1.76	)	$	(2.50	)

The following common equivalent shares were excluded from the diluted net loss per share calculation because their inclusion would have been anti-dilutive:


	Year Ended December 31,
	2023		2022		2021
Convertible senior notes		—		—		6,080,480
Stock-based compensation grants		3,133,774		3,375,500		1,737,478
Total		3,133,774		3,375,500		7,817,958

In connection with the issuance of the 2026 Notes in March 2021, the Company paid $35.1 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the 2026 Notes. In connection with the issuance of the 2024 Notes in December 2019, the Company paid $44.9 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the 2024 Notes. In connection with the issuance of the 2022 Notes in November 2017, the Company paid $12.9 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the 2022 Notes. The capped call option agreements are excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

In March 2021 and December 2019, the Company partially terminated capped call options related to the 2022 Notes and received $10.6 million and $5.8 million, respectively. In March 2021, the Company also modified a capped call agreement entered into in connection with the 2022 Notes and recognized modification expense of $0.2 million in gain on extinguishment of convertible notes, capped call modification and change in fair value on the consolidated statement of operations. In November 2022, the Company received $1.3 million in cash and 22,914 in the Company’s shares as final settlement of the capped call options. In December 2023, the Company partially terminated capped call options related to the 2024 Notes and received $33 thousand.

Reserve for Unissued Shares of Common Stock

The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient for the exercise of all shares granted and available for grant under the Company’s 2008 Equity Incentive Plan, 2016 Plan, 2016 ESPP and 2022 Inducement Plan. The amount of such shares of the Company’s common stock reserved for these purposes at December 31, 2023 was 7.0 million shares. Additionally, the Company is required to reserve and keep available out of its authorized but unissued shares of common stock shares that become issuable pursuant to the terms of the 2026 Notes and 2024 Notes.