Net Loss Per Share

9 Months Ended

Sep. 30, 2024

As of September 30, 2024, the Company’s Convertible Notes were potentially convertible into 8,696,792 shares of common stock.

The denominator for diluted net loss per share does not include any effect from the capped call transactions the Company entered into concurrently with the issuances of convertible notes, as this effect would be anti-dilutive. In the event of conversion of a convertible note, shares delivered to the Company under the capped call will offset the dilutive effect of the shares that the Company would issue under the convertible notes. In the nine months ended September 30, 2024 and September 30, 2023, the if-converted method was not applied as the effect would have been anti-dilutive.

For the nine months ended September 30, 2024 and September 30, 2023, a basic loss per common share and diluted loss per common share are the same in each period as the inclusion of any potentially issuable shares would be anti-dilutive.

The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss used in calculating net loss per share, basic	$	(39,018)	$	(44,274)	$	(86,477)	$	(105,600)
Denominator:
Weighted average shares of common stock outstanding used in computing net loss per share, basic	20,154		19,932		20,079		19,858
Dilutive effect of incremental shares and share equivalents:
Convertible notes	—		—		—		—
Options	—		—		—		—
RSUs	—		—		—		—
PSUs	—		—		—		—
ESPP	—		—		—		—
Weighted average shares of common stock outstanding used in computing net loss per share, diluted	20,154		19,932		20,079		19,858
Net loss per share:
Net loss per share, basic	$	(1.94)	$	(2.22)	$	(4.31)	$	(5.32)
Net loss per share, diluted	$	(1.94)	$	(2.22)	$	(4.31)	$	(5.32)

The following numbers of shares outstanding, prior to the application of the treasury stock method and the if-converted method, were excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Capped call	10,780	10,780	10,780	10,780
Convertible notes	8,697	8,697	8,697	8,697
Options	2,206	1,381	2,206	1,381
RSUs	407	756	407	756
PSUs	164	240	164	240
ESPP	—	72	—	72
Total	22,254	21,926	22,254	21,926

CUTERA INC 10-Q