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NET LOSS PER SHARE (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(10,326

)

 

$

(10,757

)

 

$

(30,330

)

 

$

(33,554

)

Numerator for Basic and Dilutive EPS – Loss available to common stockholders

 

$

(10,326

)

 

$

(10,757

)

 

$

(30,330

)

 

$

(33,554

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

72,678,622

 

 

 

71,464,315

 

 

 

72,219,681

 

 

 

71,178,769

 

Denominator for Basic and Dilutive EPS - Weighted-average common stock

 

 

72,678,622

 

 

 

71,464,315

 

 

 

72,219,681

 

 

 

71,178,769

 

Basic and dilutive net loss per share

 

$

(0.14

)

 

$

(0.15

)

 

$

(0.42

)

 

$

(0.47

)

Schedule of Anti-dilutive Common Equivalent Shares Anti-dilutive common equivalent shares were as follows:

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Outstanding options to purchase common stock

 

 

18,713,397

 

 

 

14,654,235

 

 

 

18,713,397

 

 

 

14,654,235

 

Outstanding RSUs

 

 

224,849

 

 

 

686,515

 

 

 

224,849

 

 

 

686,515

 

Earn-Out Shares (1)

 

 

9,357,835

 

 

 

9,357,835

 

 

 

9,357,835

 

 

 

9,357,835

 

Total anti-dilutive common equivalent shares

 

 

28,296,081

 

 

 

24,698,585

 

 

 

28,296,081

 

 

 

24,698,585

 

_________________________

(1) The Company will issue to holders of Legacy Hyperfine and Liminal securities as of immediately prior to the effective time of the Mergers, in accordance with their pro rata share, up to 10,000,000 shares of Class A common stock as earn-out consideration (the “Earn-Out Shares”) net of forfeitures, if at any time during the period between the Closing Date of December 22, 2021 and the third anniversary of the Closing Date (the “Earn-Out Period”), (i) the last share price of the Class A common stock is greater than or equal to $15.00 for any 20 trading days within any 30 consecutive trading day period, or (ii) there is a transaction that will result in shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value greater than or equal to $15.00. During the Earn-Out Period, if there is a transaction (other than for stock splits, stock dividends, special cash dividends, reorganizations, recapitalizations or similar transactions affecting the Class A common stock) that will result in the shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value less than $15.00, then the right to receive Earn-Out Shares will terminate.