v3.26.1
Net Income (Loss) Per Share of Common Stock
6 Months Ended
Jun. 30, 2026
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share of Common Stock

NOTE 4 — NET INCOME (LOSS) PER SHARE OF COMMON STOCK

Basic income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. The Company’s Series A Preferred Stock is a participating security. Accordingly, for the three months ended June 30, 2026, in which the Company had net income attributable to common and participating stockholders, basic earnings per share was calculated using the two-class method. For the six months ended June 30, 2026 and the three and six months ended June 30, 2025, the Company reported net losses. Therefore, all potential common shares were anti-dilutive, and basic and diluted net loss per share were the same.

Diluted income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, adjusted for the effect of potentially dilutive securities. Potentially dilutive securities include common stock options, warrants, and Series A Preferred Stock, to the extent their inclusion is dilutive. Performance-based restricted stock units and performance related stock options are excluded from the calculation of diluted weighted average shares outstanding until the applicable performance conditions have been satisfied, based on the assumption that the end of the reporting period represents the end of the contingency period, if the effect is dilutive.

For the three months ended June 30, 2026, diluted earnings per share was calculated using the if-converted method and treasury stock method for warrants. Incremental shares attributable to in-the-money warrants were included in diluted earnings per share. Out-of-the-money instruments and instruments for which the assumed proceeds exceeded the average market price of the Company’s common stock during the period were excluded because their effect would have been anti-dilutive. Instruments whose inclusion would have been anti-dilutive to diluted net loss per share were also excluded.

Potentially dilutive securities were evaluated sequentially in accordance with ASC 260, Earnings Per Share. After including the dilutive effect of the Company’s warrants, the assumed exercise of the Company’s stock options under the treasury stock method would have reduced diluted earnings by increasing earnings per share (or reducing the loss per share). Accordingly, the stock options were considered anti-dilutive and were excluded from the calculation of diluted earnings (loss) per share.

In June 2023, in connection with a private placement, the Company issued and sold pre-funded warrants exercisable for an aggregate of 575,575 shares of common stock. The purchase price of the pre-funded warrants was $9.99 per share, which was paid to the Company upon issuance of the pre-funded warrants. The exercise price of the pre-funded warrants is $0.01 per share. The pre-funded warrants are exercisable by the holders at any time and do not expire. As the remaining shares underlying the pre-funded warrants are issuable for nominal consideration of $0.01 per share, 575,575 shares of common stock underlying the unexercised pre-funded warrants were considered outstanding for purposes of the calculation of income (loss) per share as of June 30, 2026 and 2025.

The following table sets forth the computation of basic and diluted income (loss) per share for common stockholders:

 

 

Three Months Ended June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net income (loss)

$

17,466,285

 

 

$

(3,258,588

)

 

$

(107,938,099

)

 

$

(7,011,560

)

Undistributed earnings attributable to participating preferred stock

 

(819,327

)

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders - basic

$

16,646,958

 

 

$

(3,258,588

)

 

$

(107,938,099

)

 

$

(7,011,560

)

Adjustment for the change in fair value of the warrant liability

 

(27,553,204

)

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders - diluted

$

(10,906,246

)

 

$

(3,258,588

)

 

$

(107,938,099

)

 

$

(7,011,560

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding - basic

 

46,599,044

 

 

 

7,568,981

 

 

 

45,257,190

 

 

 

7,568,981

 

Effect of dilutive warrants

 

32,505,541

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding - diluted

 

79,104,585

 

 

 

7,568,981

 

 

 

45,257,190

 

 

 

7,568,981

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share of common stock:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.36

 

 

$

(0.43

)

 

$

(2.38

)

 

$

(0.93

)

Diluted

$

(0.14

)

 

$

(0.43

)

 

$

(2.38

)

 

$

(0.93

)

The following securities outstanding at June 30, 2026 and 2025 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of income (loss) per share is antidilutive:

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Common stock options

 

13,423,117

 

 

 

1,483,172

 

 

 

13,423,117

 

 

 

1,483,172

 

Performance-based restricted stock units

 

199,781

 

 

 

228,209

 

 

 

199,781

 

 

 

228,209

 

Series A Preferred Stock (1)

 

 

 

 

 

 

 

2,619,947

 

 

 

 

Series A Preferred Stock warrants(2)

 

 

 

 

 

 

 

51,746,200

 

 

 

 

 

(1)
The dilutive effect of Series A Preferred Stock is included by allocating the undistributed earnings attributable to participating preferred stock in the basic earnings per share numerator. An aggregate of 5,539 shares of Series A Preferred Stock remain outstanding, which are convertible into an aggregate of 2,619,947 shares of common stock, subject to the limitations on conversion set forth in the Certificate of Designation. See Note 6 for additional information regarding the Company’s Series A Preferred Stock. Shares of the Series A Preferred Stock are classified as temporary equity and excluded from the calculation of weighted average shares outstanding.
(2)
As of June 30, 2026, there were outstanding (i) Preferred Tranche A Warrants to purchase an aggregate of 69,400 shares of the Company’s Series A Preferred Stock, which are convertible into 32,826,200 shares of its common stock and (ii) Preferred Tranche B Warrants to purchase an aggregate of 40,000 shares of the Company’s Series A Preferred Stock, which are convertible into 18,920,000 shares of its common stock. Both the Tranche A Warrants and Tranche B Warrants are subject to the limitations on conversion set forth in the Certificate of Designation. See Note 6 for additional information regarding the Company’s Series A Preferred Stock and Warrants.