Net Loss Per Share

3 Months Ended

Mar. 31, 2024

NOTE 17 — Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Shares repurchased and held in treasury by the Company are removed from the weighted-average number of shares of common stock outstanding as of the date of repurchase.

The Company considers its preferred stock to be participating securities. As of March 31, 2024 and March 31, 2023, the Company had 81,260 outstanding shares of common stock that are in escrow and subject to earn-out conditions and thus forfeiture, which do not meet the criteria for participating securities (see Note 11 for additional information). Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss is not attributed to the preferred stock as the holders of the preferred stock do not have a contractual obligation to share in any losses.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of non-participating shares of common stock that are subject to forfeiture, stock options, preferred stock, convertible notes, and other securities outstanding. Certain securities are antidilutive and as such, are excluded from the calculation of diluted earnings per share and disclosed separately. Because of the nature of the calculation, particular securities may be dilutive in some periods and anti-dilutive in other periods.

The following table presents the computation of basic and diluted net loss per share attributable to common stockholders, as a group, for the periods presented:


	Three Months Ended March 31,
	2024			2023

Total undistributed loss	$	(2,387	)	$	(5,397	)

Common stock and common stock equivalents		2,196,161			1,935,229


Basic net loss per share	$	(1.09	)	$	(2.79	)
Diluted net loss per share	$	(1.09	)	$	(2.79	)

The following shares of common stock subject to certain instruments were excluded from the computation of diluted net income per share attributable to common stockholders for the periods presented as their effect would have been antidilutive:


	Three Months Ended March 31,
	2024		2023

Shares subject to warrants		522,549		522,549
Shares subject to convertible promissory notes		121,550		124,000
Shares subject to ESPP		5,087		11,112
Escrow Shares		81,260		81,260
Shares subject to outstanding common stock options, RSUs and PSUs		321,552		242,638
Shares subject to stockholder earn-out rights		271,454		271,454
		1,323,452		1,253,013

See Note 9 for additional information regarding convertible promissory notes, Note 11 for additional information regarding stockholder earn-out rights, preferred stock, and Escrow Shares, Note 12 for additional information regarding warrants, and Note 13 for additional information regarding stock options, RSUs and PSUs.