v3.26.1
Net Loss Per Ordinary Share
6 Months Ended
Jun. 30, 2026
Earnings Per Share [Abstract]  
Net Loss Per Ordinary Share

8. NET LOSS PER ORDINARY SHARE

In connection with the underwritten public offering that the Company completed in December 2025, the Company sold pre-funded warrants to purchase up to 2,631,578 ordinary shares, which are included in the total vested and exercisable pre-funded warrants (the Company's pre-funded warrants outstanding are collectively referred to as the “Pre-Funded Warrants”). As of June 30, 2026 and 2025, there were 10,777,604 and 8,968,679, respectively, vested and exercisable Pre-Funded Warrants outstanding to purchase ordinary shares for the exercise price of $0.0001 per share, provided that, unless and until the Company obtains shareholder approval for the issuance of the shares underlying the Pre-Funded Warrants, a holder will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause (i) the aggregate number of our ordinary shares beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or at the election of such holder, 9.99% or 19.99%) of the number of our ordinary shares outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or at the election of such holder, 9.99% or 19.99%) of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. The Pre-Funded Warrants are included in the weighted-average shares outstanding used in the calculation of basic net loss per share as the exercise price is negligible and the warrants are fully vested and exercisable.

Basic loss per share is computed by dividing net loss attributable to ordinary shareholders and Pre-Funded Warrant holders by the weighted-average number of ordinary shares and Pre-Funded Warrants outstanding.

The Company’s potentially dilutive shares, which include outstanding share options to purchase ordinary shares and RSUs, are considered to be ordinary share equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. In March 2026, the Company’s previously outstanding Series A preferred shares were converted to ordinary shares on a one-to-one basis and included in the calculation of net loss per share as of the date of conversion.

The following potential ordinary shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to ordinary shareholders for the periods indicated because including them would have had an anti-dilutive effect:

 

 

 

As of June 30,

 

 

 

2026

 

 

2025

 

Options to purchase ordinary shares

 

 

24,267,659

 

 

 

22,043,539

 

RSUs

 

 

3,180,057

 

 

 

1,827,750