Annual report [Section 13 and 15(d), not S-K Item 405]

Net Loss Per Share

v3.26.1
Net Loss Per Share
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Net Loss Per Share

12. Net Loss Per Share

The Company calculates basic and diluted net loss per share in conformity with the two-class method required for participating securities. In May 2024, the remaining 1,444,295 shares of non-voting common stock were converted to voting common stock and no shares of non-voting common stock remain outstanding. Since the rights of the voting and non-voting common stock are identical, except with respect to voting, the undistributed losses of the Company have been allocated on a proportionate basis to the two classes. Basic net loss per share of common stock is computed by dividing the net loss per share of common stock by the weighted average number of shares of common stock outstanding for the period. The weighted-average shares of common stock outstanding as of December 31, 2025 included outstanding pre-funded warrants to purchase up to an aggregate of 6,000,000 shares of common stock. No pre-funded warrants were outstanding as of December 31, 2024.

Diluted net loss per share is calculated using the if-converted method as of December 31, 2024, which assumes conversion of all non-voting common stock to voting common stock.

 

 

Year ended December 31, 2025

 

 

 

Voting common stock

 

Basic and diluted net loss per share:

 

 

 

Net loss

 

$

(167,856

)

Weighted average number of shares outstanding

 

 

79,903,224

 

Net loss per share, basic and diluted

 

$

(2.10

)

 

 

 

 

Year ended December 31, 2024

 

 

 

Voting common stock

 

 

Non-voting common stock

 

Basic net loss per share:

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

Allocation of undistributed losses

 

$

(114,728

)

 

$

(1,136

)

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

Weighted average number of shares used in basic per share computation

 

 

49,038,726

 

 

 

485,378

 

Net loss per share, basic

 

$

(2.34

)

 

$

(2.34

)

 

 

 

 

 

 

 

Diluted net loss per share:

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

Allocation of undistributed losses for basic computation

 

$

(114,728

)

 

$

(1,136

)

Reallocation of undistributed losses as a result of conversion of
     non-voting to voting common shares

 

 

(1,136

)

 

 

—

 

Allocation of undistributed losses

 

$

(115,864

)

 

$

(1,136

)

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

Weighted average number of shares used in basic per share computation

 

 

49,038,726

 

 

 

485,378

 

Add: conversion of non-voting to voting common shares outstanding

 

 

485,378

 

 

 

—

 

Weighted average number of shares used in diluted per share computation

 

 

49,524,104

 

 

 

485,378

 

Net loss per share, diluted

 

$

(2.34

)

 

$

(2.34

)

The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive:

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Stock options to purchase common stock

 

 

13,835,372

 

 

 

11,231,148

 

Warrants to purchase common stock

 

 

53,090,190

 

 

 

—

 

Total

 

 

66,925,562

 

 

 

11,231,148