Clever Leaves Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

NET LOSS PER SHARE

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2023

Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the year, without consideration for common share equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the year determined using the treasury-stock method. For the purposes of this calculation, common share warrants and stock options are considered to be common share equivalents and are only included in the calculation of diluted net loss per share when their effect is 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:


	Year Ended
	December 31, 2023		December 31, 2022
Numerator:
Net loss from continuing operations	$	(19,797)	$	(37,804)
Net loss from discontinued operations	1,898		(28,361)
Adjustments to reconcile to net loss available to common stockholders:

Net loss — basic and diluted	$	(17,899)	$	(66,165)

Denominator:
Weighted-average common shares outstanding - basic and diluted	1,567,601		1,279,746

Loss from continuing operations	$	(12.63)	$	(29.54)
Income (loss) from discontinued operations	$	1.21	$	(22.16)

The Company's potentially dilutive securities, which include common stock warrants, stock options, and unvested restricted stock 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 shareholders is the same.

The Company excluded the following potential common shares, presented based on amounts outstanding at December 31, 2023 and 2022, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect:


	December 31, 2023	December 31, 2022
		(a)
SAMA earnout shares	19,007	19,007
Stock options	8,091	13,683
Unvested restricted share units	73,974	63,264
Total	101,072	95,954

Common Stock warrants (b) 12,877,361 17,840,951

(a) Prior year numbers are adjusted for the Reverse Share Split

(b) No change in number of warrants due to the Reverse Share Split. In connection with the Reverse Share Split, the warrants were adjusted in accordance with their terms such that each warrant entitles the holder to purchase 1/30 common share at an exercise price of $11.50 per warrant. During the year ended December 31, 2023, 63,590 units of Rock-cliff warrants expired in May and 4,900,000 units of Private Warrants were terminated in December.