“Fully-diluted” capitalization typically includes (1) all outstanding common stock, (2) all outstanding preferred stock (on a converted to common basis), (3) outstanding warrants (on an as exercised and as converted to common basis), (4) outstanding options, (5) options reserved for future grant, and (6) any other convertible securities on an as converted to common basis.
The concept is what number of shares is already “spoken for.”
Authorized, but unissued stock, is not counted in the fully-diluted capitalization number.