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12. NET (LOSS) INCOME PER SHARE

Basic earnings per share (“EPS”) is measured as the income or loss available to common stockholders divided by the weighted

average common shares outstanding for the period. Upon exercise of the Tranche 2 Warrants, shares are issuable for little or no

consideration, sometimes referred to as “penny warrants”. Under ASC 260-10-45-13, those issuable shares are considered outstanding

in the computation of basic EPS whether or not related warrants have been exercised. At March 31, 2026, approximately 7.8 million

shares of common stock remain issuable upon the exercise of the Tranche 2 Warrants and are included in the number of outstanding

shares used for the computation of basic EPS for thethree months then ended. Additionally, the basic EPS numerator includes an

adjustment to eliminate the changes in fair value that have been recognized in net (loss) income.

Diluted EPS includes and presents the dilutive effect on EPS from the potential issuance of shares from unvested restricted

stock units, conversion of convertible securities, or the exercise of options and/or warrants. The potentially dilutive effect of

convertible securities is calculated using the if-converted method. The potentially dilutive effect of options or warrants are computed

using the treasury stock method. When potentially dilutive securities have an anti-dilutive effect (i.e., increase income per share or

decrease loss per share), they are excluded from the diluted EPS calculation.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted (loss)

income per share (in thousands, except per share amounts):

Pote ntially dilutive securities include securities excluded from the calculation of diluted EPS because to do so would be anti-

dilutive. Shares which may be issued from potentially dilutive securities are as follows (in thousands):