Earnings per share

3 Months Ended

Mar. 31, 2025

Since the Company reported a net loss for the three months ended March 31, 2025 and 2024, it was required by ASC 260 to use basic weighted-average shares outstanding when calculating diluted net loss per share for the three months ended March 31, 2025 and 2024, as the potential dilutive securities are anti-dilutive.

The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the three months ended March 31, 2025 and 2024:


	For The Three Months Ended March 31,
	2025			2024
Calculation of basic and diluted loss per share attributable to the Company’s shareholders
Net loss attributable to the Company’s shareholders	$	(5,196,773	)	$	(5,025,745	)
Weighted-average common shares outstanding – basic and diluted		9,291,641			9,241,940
Net loss per share, basic and diluted	$	(0.56	)	$	(0.54	)

The Company’s potentially dilutive securities, which include stock options, restricted stock awards, common stock warrants, earnout shares, and contingently issuable earnout shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	For The Three Months Ended March 31,
	2025		2024
Stock options and awards		2,983,234		10,435
Convertible Debt		—		40,438
Common Stock Warrants (1)		2,233,407		2,233,407
Series A Preferred Stock (2)		6,669,742		6,704,127
Preferred Stock Warrants (3)		17,002,381		23,803,334
Contingently issuable Earnout Shares from unexercised Rollover Options		150,806		150,806
Total		29,039,570		32,942,547

(1)

Contained within common stock warrants are the 575,000 shares of common stock underlying public warrants (the “Public Warrants”), 20,860 shares of common stock underlying warrants held by assignees of Big Cypress Holdings, LLC (the “Private Placement Warrants”), 30,000 shares underlying warrants held by Ladenburg Thalmann & Co. Inc. (the “Ladenburg Warrants”), 736,337 shares underlying warrants issued to the investors in the December 2022 Private Placement (the “the PIPE Warrants”), 21,091 shares underlying warrants issued to the placement agent in the December 2022 Private Placement (the “PIPE Placement Agent Warrants”), and 850,119 shares underlying the Preferred PIPE Placement Agent Warrants issued to the placement agent in the September 2023 Offering. See Note 12, Warrants for further details on the Company’s outstanding warrants.

(2)

Represents 6,669,742 shares of common stock underlying 42,019 and 42,236 issued, outstanding, and convertible shares of Series A-2 Preferred Stock for the three months ended March 31, 2025 and 2024, respectively. See Note 10, Stockholders’ Equity for further details on the Company’s preferred stock.

(3)

Represents 17,002,381 shares of common stock underlying 107,115 outstanding Preferred Tranche C Warrants (as defined below). See Note 12, Warrants for further details on the Company’s outstanding warrants.

(5) Earnings per share

SAB Biotherapeutics, Inc. 10-Q