Net Income/(Loss) Per Share Attributable to Common Stockholders |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income/(Loss) Per Share Attributable to Common Stockholders |
As further described in Note 6, the Company issued shares of non-voting common stock on August 18, 2022. Because the issuance of nonvoting common stock shares was treated as a stock split for accounting purposes, these shares are treated as having been issued on January 1, 2022. The weighted average number of shares outstanding for the three and six months ended June 30, 2023 is based upon the non-voting common stock shares issued on August 18, 2022. The weighted average number of shares outstanding for the three and six months ended June 30, 2024 is based upon the non-voting common stock shares issued on August 18, 2022, the conversion of all outstanding shares of non-voting common stock, Series B Preferred Stock and Series B-1 Preferred Stock into voting common stock upon completion of the Direct Listing on January 31, 2024, and the issuance of shares of common stock issued to GEM Global Yield LLC SCS, or GEM, in February through March 2024.
As further described in Note 7, the Company issued shares of common stock to GEM in June 2024 to facilitate a Draw Down Notice. For accounting purposes, these shares are not considered issued as of June 30, 2024, because no proceeds were received for these shares at issuance and the shares will either be purchased by GEM through a subsequent Closing Notice and payment or returned to the Company, so these shares are contingently returnable.
As further described in Note 10, the Company agreed to pay to FibroGenesis 15% of the gross proceeds from any equity investments in FibroBiologics prior to an IPO, Direct Listing or Sale of the Company to eliminate upon the occurrence of such event the Series A Preferred Stock and its $35 million liquidation preference. This redemption of preferred stock created a derivative liability that exceeded the net Parent Investment of $1,461 thousand by $1,112 thousand, and is reflected here as a reduction of the amount available to common stockholders in the calculation of earnings per share.
The Company had $5,600 thousand of convertible notes outstanding as of December 31, 2022, which could have been converted into common stock in the event that the Company sold and issued shares of capital stock in excess of $10,000 thousand. During the three and six months ended June 30, 2023, $1,600 thousand and $5,300 thousand, respectively, of the outstanding convertible notes were converted into shares of Series B Preferred Stock. As of June 30, 2023, the estimated number of shares of common stock that would have been issued upon conversion of the remaining $300 thousand of convertible notes was the equivalent of shares. For the three and six months ended June 30, 2023, the Company reported net losses and, accordingly, potential common shares were not included since such inclusion would have been anti-dilutive. The remaining $300 thousand of convertible notes were converted into shares of Series B Preferred Stock during the year ended December 31, 2023, so no convertible notes were outstanding during the three and six months ended June 30, 2024. As a result, the Company’s basic and diluted net losses per share are the same because it generated a net loss in all periods presented.
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