Celcuity Inc. Earnings Per Share Disclosure

3. Net Loss Per Common Share

 

Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the options, convertible note, warrants, restricted stock and preferred stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share are the same.

 

The following table summarizes the potentially-dilutive shares that have been excluded from the calculation of diluted weighted-average shares outstanding because their inclusion would be anti-dilutive:

 

Schedule of Potentially-Dilutive Shares Excluded from Diluted Weighted-Average Shares Outstanding

		2025				2024
		Year Ended December 31,
		2025				2024
Options to purchase common stock			5,842,485				4,306,977
Convertible note as-if-converted-to-common stock			5,296,053				—
Warrants to purchase common stock			274,773				5,521,152
Restricted common stock			27,439				1,079
Preferred stock as-if-converted-to-common stock			—				3,175,770
Total			11,440,750				13,004,978

 

The maximum number of shares of common stock issuable upon conversion of the Notes is 5,296,053. As of December 31, 2025, the number of shares issuable based on the Company’s closing common stock price would be 3,923,002 if the Notes were converted in full.

 

During the years ended December 31, 2025 and 2024, pre-funded warrant shares of 6,147,787 and 5,747,787, respectively, were included in the computation of basic and diluted net loss per share, as the pre-funded warrants are exercisable for nominal consideration.