NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2025

The basic and diluted net loss per common share is presented in conformity with the two-class method required for participating securities and multiple classes of shares. The Company considers its Series A Preferred Stock to be in-substance common stock (Note 2), and is reflected as a class of common stock for purposes of calculating net loss per share. While there were no shares of Series A Preferred Stock outstanding at December 31, 2025, the conversion of the Series A Preferred Stock occurred in December 2025 and the weighted average shares outstanding for 2025 are used in calculating net loss per share. The Series B Preferred Stock and the Warrants are participating securities.

Basic net loss per common share is calculated based upon the allocation of net loss to the weighted-average number of common shares outstanding during the period, excluding outstanding stock options that have not yet vested, and weighted-average number of shares of Series A Preferred Stock outstanding during the period on an as-converted basis. For any period in which the Company records net income, diluted net income per share is calculated in the same manner as basic net loss per share, except that the Series B Preferred Stock and the Warrants are participating and are therefore included in the allocation of net income and the calculation of net income per share. Diluted net income per common share includes outstanding common stock, common shares underlying outstanding options and unvested RSUs in the number of shares used to allocate net loss to share classes and as the denominator in calculating net loss per common share - diluted.

Diluted net loss per common share is equivalent to the basic net loss per common share due to the exclusion of outstanding stock options because the inclusion of these securities would result in an anti-dilutive effect on per common share amounts.

The following tables summarize the calculation of basic and diluted net loss per share:


	For the Year Ended December 31, 2025
(in thousands, except share and per share data)	Series A Preferred Stock		Common Stock
Net loss per share, basic and diluted
Allocation of loss	$	(272)	$	(17,141)
Weighted-average shares outstanding, basic and diluted	1,171		73,735,606
Net loss per share, basic and diluted	$	(232.47)	$	(0.23)


	For the Year Ended December 31, 2024
(in thousands, except share and per share data)	Series A Preferred Stock		Common Stock
Net loss per share, basic and diluted
Allocation of loss	$	(458)	$	(25,975)
Weighted average shares outstanding, basic and diluted	1,250		70,905,422
Net loss per share, basic and diluted	$	(366.33)	$	(0.37)

The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive:


	For the Year Ended December 31,
	2025	2024
Stock options to purchase common stock	17,613,352	15,341,356
Common stock issuable upon conversion of Series A Preferred Stock	—	1,250,000
Common stock issuable upon exercise of Series A Warrants	38,481,325	—
Common stock issuable upon exercise of Series B Warrants	28,861,000	—
Unvested restricted stock units	420,080	194,075
	85,375,757	16,785,431

Ovid Therapeutics Inc. 10-K