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Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-14 · 90 added, 159 removed, 117 unchanged (68% of the section changed)

24 unchanged sentences

Recent Developments

On June 3, 2024, we permanently reduced the exercise price of our outstanding 16,184,612 public warrants and 515,000 private warrants, previously exercisable at $11.50 per share, to an exercise price of $7.80 per share.

The purpose of this reduced exercise price was to potentially raise proceeds received from the exercise of such warrants, if any, for working capital and general corporate purposes.

On June 22, 2024, we entered into an extension agreement with Platinum Capital Partner, Inc.

to extend the maturity date of a $2,000,000 senior secured convertible promissory note to June 22, 2025.

In consideration for entering into the extension agreement, we issued to Platinum 232,360 shares of common stock in payment of all interest and extension fees through June 22, 2025.

During the three months ended September 30, 2024, the Company issued 219,763 shares of common stock related to the conversion of $500,000 of the senior secured convertible note.

On September 3, 2024, we closed an offering of $8 million of shares of common stock and common stock purchase warrants and received net proceeds of approximately $7.3 million, after deducting the estimated offering expenses payable by us, including the placement agent fees.

We intend to use the net proceeds from the offering for working capital and general corporate purposes, including cost of goods sold purchases, personnel and product development.

On September 27, 2024, the Company entered into a Master Loan Agreement with Mr.

Huang, whereby he may provide additional funding of up to $1,500,000 under certain terms and conditions.

The agreement provides for interest of 6%.

The Company agreed to pay interest for the 2024 advances of $11,913 and issued warrants to purchase up to 220,000 shares of common stock.

The warrants have an exercise price of $2.36 per share, are exercisable immediately upon issuance and will expire in five years following the date of issuance.

There are no outstanding advances under this Master Loan Agreement as of September 30, 2024.

Fair Value Transactions

As of September 30, 2024, we determined the first operating performance milestone of the earnout shares was achieved resulting in the vesting of 1,250,000 earnout shares, of which 1,160,906 shares of our common stock were issued to applicable personnel on January 7, 2025.

Fair Value Transactions in Connection with Merger

As a result of the merger, we entered into the following transactions that were measured at fair value and vary quarterly with the share price and other items.

3 unchanged sentences

Liability as of

September 30, 2024

December 31, 2023

Earnout liability

Senior Secured Convertible Promissory Notes

Warrant liability (Public Warrants)

1 unchanged sentence

Total liabilities measured at fair value

Other loss related to instruments recorded at fair value during the nine months ended September 30, 2024 and 2023

Other income (expense) related to instruments recorded at fair value during the three months ended March 31, 2025 and 2024

$ (30,371,318 )

Private Placement and Public Warrants

Private Placement and Public Warrants in Connection with Merger

At the merger closing, we assumed 515,000 private placement warrants and 16,184,612 public warrants.

On June 3, 2024, we permanently reduced the exercise price of such warrants from $11.50 per share to an exercise price of $7.80 per share.

On November 20, 2024, the Company further reduced the exercise price of the outstanding public warrants and private warrants to an exercise price of $4.50 per share.

The purpose of this reduced exercise price was to potentially raise proceeds received from the exercise of such warrants, if any, for working capital and general corporate purposes.

As of September 30, 2024, there were 515,000 private placement warrants and 16,159,012 public warrants outstanding.

As of March 31, 2025, there were 515,000 private placement warrants and 16,145,210 public warrants outstanding.

Key Performance Indicators

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The extent and longevity of those impacts is not possible to quantify.

Potential tariffs may impact financial performance.

Changes in international trade policies, including the imposition of new tariffs, quotas, trade restrictions, or other government-imposed barriers to trade, could have a material adverse effect on our business, financial condition, and results of operations.

We rely on Taiwan and Canada for certain raw materials, components, and finished goods, For example, if the U.S.

government were to impose additional tariffs on goods imported from countries where we source key inputs—such as Taiwan and Canada —or if retaliatory tariffs were imposed on U.S.

exports, the cost of our products could increase, potentially reducing demand, compressing margins, or requiring us to adjust our pricing structure.

Segment Reporting

The Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 280, Segment Reporting, requires that an enterprise report selected information about reportable segments in its financial reports issued to its stockholders.

Management monitors the revenue and expense components of the various products and services the Company offers, but operations are managed and financial performance is evaluated on a corporation-wide basis in comparison to a business plan which is developed each year.

Accordingly, all operations are considered by management to be one operating segment and one reportable segment as contained in the Consolidated Statements of Operations and Comprehensive Loss to the consolidated financial statements.

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance.

The Chief Executive Officer, Chief Financial Officer and President are the Company’s CODM.

The CODM monitors the revenue and expense components of the various products and services we offer, but operations are managed and financial performance is evaluated on a corporation-wide basis in comparison to a business plan which is developed each year.

Accordingly, all operations are considered by the CODM to be one operating segment and one reportable segment as contained in the Consolidated Statements of Operations and Comprehensive Loss to the consolidated financial statements.

The CODM uses consolidated net income (loss) as its required measure of segment profit/loss, as such measure is determined in accordance with the measurement principles most consistent with the consolidated financial statements.

Results of Operations

The following table sets forth key components of our results of operations during the three months ended September 30, 2024 and 2023.

The following table sets forth key components of our results of operations during the three months ended March 31, 2025 and 2024.

(dollars in thousands)

Three Months Ended September 30,

Three Months Ended March 31,

Cost of net revenues

4 unchanged sentences

Other income (expense):

Gain from change in fair value of earnout liability

Gain from change in fair value of warrant liability

Gain (loss) from change in fair value of convertible debt

Gain (loss) from change in fair value of earnout liability

Gain (loss) change in fair value of warrant liability

Loss from change in fair value of convertible debt

Loss on note conversion

Interest expense, net

Other income (expense)

Total other income (expense), net

Interest income (expense), net

Total income (other expense), net

Income (loss) before income taxes

1 unchanged sentence

Net income (loss)

Net Revenues — Net revenues for the three months ended September 30, 2024 increased $484,000 to $2,868,000 as compared to $2,384,000 for the three months ended September 30, 2023, as a result of increased product sales.

We received purchase orders from various federal government agency customers totaling over $16 million from which we partially shipped in the three months ended September 30, 2024.

Net Revenues — Net revenues for the three months ended March 31, 2025 decreased $5,072,000 to $5,503,000 as compared to $10,575,000 for the three months ended March 31, 2024, as a result of purchase orders from various federal government agency customers totaling over $13 million which we primarily shipped in the three months ended March 31, 2024.

On January 20, 2025, President Trump signed an executive order creating an advisory commission, the Department of Government Efficiency to reform federal government processes and reduce expenditures.

Pressures on and uncertainty surrounding the U.S.

federal government’s budget, and potential changes in budgetary priorities and spending levels, could adversely affect staffing levels and the funding for government projects.

Disruptions in how the government agencies operate due to these policies are materially affecting our business.

Cost of Net Revenues — Cost of net revenues primarily consists of product costs and post customer support.

For the three months ended September 30, 2024, cost of sales decreased $68,000 to $714,000 as compared to $782,000 for the three months ended September 30, 2023.

The decrease was due to reduced equipment purchases and increased Outpost AI sales during the three months ended September 30, 2024.

Research and Development Expenses — Research and development expenses for the three months ended September 30, 2024 increased $385,000 to $1,074,000 as compared to $689,000 for the three months ended September 30, 2023.

For the three months ended March 31, 2025, cost of sales decreased $4,679,000 to $3,268,000 as compared to $7,947,000 for the three months ended March 31, 2024.

The decrease was due to lower sales, offset by product mix with decreased equipment purchases during the three months ended March 31, 2025.

Research and Development Expenses — Research and development expenses for the three months ended March 31, 2025 increased $24,000 to $719,000 as compared to $695,000 for the three months ended March 31, 2024.

The increase was due to increased expenses for product development.

Selling, General and Administrative Expenses — Selling, general and administrative expenses for the three months ended September 30, 2024 increased $525,000 to $2,667,000 as compared to $2,142,000 for the three months ended September 30, 2023.

The increase was due to (i) increased insurance costs of $142,000;

(ii) increased professional fees of $333,000, primarily related to the merger and the Nasdaq listing;

and (iii) increased other operating expenses of $50,000.

Other Income Expense — Other income for the three months ended September 30, 2024 was $7,801,000 as compared to other expense of $438,000 for the three months ended September 30, 2023.

Other expense for the three months ended September 30, 2024 consisted of (i) gain from change in fair value of earnout liability of $5,512,000;

Selling, General and Administrative Expenses — Selling, general and administrative expenses for the three months ended March 31, 2025 decreased $105,000 to $3,230,000 as compared to $3,335,000 for the three months ended March 31, 2024.

The decrease was due to (i) reduced professional service expenses of $211,000;

(ii) reduced insurance expenses of $154,000;

(iii) offset increased stock based compensation of $159,000;

(iv) increased sales and marketing expenses of $147,000 related to expanded trade shows;

and other reduced operating expenses of $46,000.

Other Income (Expense) — Other income for the three months ended March 31, 2025 was $25,422,000 as compared to other expense of $30,562,000 for the three months ended March 31, 2024.

Other income for the three months ended March 31, 2025 consisted of (i) gain from change in fair value of earnout liability of $9,824,000;

(ii) gain from change in fair value of warrant liability of $15,521,000;

(iii) gain from change in fair value of convertible debt of $371,000;

(iv) other income of $16,000;

offset by (v) loss on note conversion of $435,000;

and (vi) interest expense of $134,000.

The gain from change in fair value of various financial instruments was primarily the result of a lower stock price.

The other expense for the three months ended September 30, 2023 related to (i) the loss in change of the fair value of the convertible note of $401,000;

(ii) interest expense of $39,000;

and offset by (iii) other income of $2,000.

Net Income/Loss — Net income for the three months ended September 30, 2024 was $6,214,000 as compared to net loss of $1,667,000 for the three months ended September 30, 2023.

The net income is reduced by noncash items of $7,338,000, primarily the gain from the change in fair value of various financial instruments.

Noncash items included (i) stock based compensation of $557,000;

(ii) net amortization of operating lease right of use asset of $24,000;

(iii) loss on note conversions of $434,000;

offset by (iv) gain from change in fair value of warrant liability of $2,471,000;

(v) gain from change in fair value of earnout liability of $5,571,000;

and (vi) gain from change in fair value of convertible note of $370,000.

The net loss for the three months ended September 30, 2023 included noncash expenses of $687,000.

The following table sets forth key components of our results of operations during the nine months ended September 30, 2024 and 2023.

(dollars in thousands)

Nine Months Ended September 30,

Cost of net revenues

Research and development expenses

Selling, general and administrative expenses

Total operating expenses

Operating loss

Other income (expense):

Loss from change in fair value of earnout liability

Loss from change in fair value of warrant liability

Loss from change in fair value of convertible debt

Loss on note conversion

Interest expense, net

Other (expense)

Total other income (expense), net

Loss before income taxes

Provision for income taxes

Net Revenues — Net revenues for the nine months ended September 30, 2024 increased $11,751,000 to $19,844,000 as compared to $8,093,000 for the nine months ended September 30, 2023, as a result of increased product sales.

We received purchase orders from various federal government agency customers totaling over $16 million from which we shipped in the nine months ended September 30, 2024.

Cost of Net Revenues — Cost of net revenues primarily consists of product costs and post customer support.

For the nine months ended September 30, 2024, cost of sales increased $6,543,000 to $10,556,000 as compared to $4,013,000 for the nine months ended September 30, 2023.

The increase was due to higher product sales and product mix with increased equipment purchases during the nine months ended September 30, 2024.

Research and Development Expenses — Research and development expenses for the nine months ended September 30, 2024 increased $444,000 to $2,472,000 as compared to $2,028,000 for the nine months ended September 30, 2023.

The increase was due to increased expenses for product development.

Selling, General and Administrative Expenses — Selling, general and administrative expenses for the nine months ended September 30, 2024 increased $762,000 to $8,830,000 as compared to $8,068,000 for the nine months ended September 30, 2023.

The increase was due to (i) increased insurance costs of $574,000;

(ii) increased professional fees of $1,712,000, primarily related to the merger and the Nasdaq listing;

(iii) increased other operating expenses of $4,000;

and offset by (iv) decreased stock based compensation of $1,527,000.

The stock based compensation during the nine months ended September 30, 2023 included warrants to purchase common stock issued on May 8, 2023 for 765,000 shares to each of the two founders valued at $2,136,000.

Other Expense — Other expense for the nine months ended September 30, 2024 was $5,275,000 as compared to other expense of $466,000 for the nine months ended September 30, 2023.

Other expense for the nine months ended September 30, 2024 consisted of (i) loss from change in fair value of earnout liability of $1,096,000;

(ii) loss from change in fair value of warrant liability of $2,834,000;

(iii) other income of $77,000.

The gain from change in fair value of various financial instruments was primarily the result of a decrease in our stock price.

Other expense for the three months ended March 31, 2024 consisted of (i) loss from change in fair value of warrant liability of $6,847,000;

(ii) loss from change in fair value of earnout liability of $21,485,000;

(iii) loss from change in fair value of convertible debt of $2,039,000;

(iv) loss on note conversion of $159,000;

(v) interest expense of $587,000:

and (vi) other expense of $23,000.

The loss from change in fair value of various financial instruments was primarily the result of an increase in the stock price.

The other expense for the nine months ended September 30, 2023 related to (i) the loss in change of the fair value of the convertible note of $401,000;

(ii) interest expense of $58,000;

and (iii) other expense of $7,000.

Net Loss — Net loss for the nine months ended September 30, 2024 was $7,289,000 as compared to a net loss of $6,482,000 for the nine months ended September 30, 2023.

The net loss primarily related to noncash items of $6,649,000.

Noncash items included (i) depreciation of $2,000;

and (iv) noncash interest of $32,000.

Net Income (Loss ) — Net income for the three months ended March 31, 2025 was $23,708,000 as compared to a net loss of $31,964,000 for the three months ended March 31, 2024.

The net income primarily related to noncash items of $24,833,000.

Noncash items included (i) gain from change in warrant liability of $15,521,000;

and (ii) gain from change in earnout liability of $9,823,000;

and offset by (iii) stock based compensation of $428,000;

and (iv) net amortization of operating lease right of use asset of $83,000.

The net loss for the three months ended March 31, 2024 primarily related to noncash charges of $30,881,000.

Noncash charges include (i) depreciation of $2,000;

(ii) stock based compensation of $269,000;

(iii) net amortization of operating lease right of use asset of $81,000;

(iv) issuance of common stock for services of $198,000;

(v) noncash interest expense of $521,000;

(vi) loss from change in fair value of warrant liability of $2,834,000;

(vii) loss from change in fair value of earnout liability of $1,096,000;

(viii) loss from change in fair value of convertible note of $142,000;

and (ix) loss on note conversions of $593,000.

The net loss for the nine months ended September 30, 2023 included noncash expenses of $3,462,000 of which stock-based compensation was $2,616,000.

Liquidity and Capital Resources as of September 30, 2024 and December 31, 2023

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.

(iv) loss from change in warrant liability of $6,847,000;

(v) loss from change in earnout liability of $21,485,000;

(vi) loss from change in fair value of convertible note of $2,039,000;

and (vii) loss on note conversions of $159,000.

Liquidity and Capital Resources as of March 31, 2025 and 2024

Liquidity is our ability to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.

Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

We have incurred losses from operations in the past few years and had an accumulated deficit of $24.8 million as of September 30, 2024.

As disclosed in Note 1, we closed an $8 million public offering with approximately $7.3 million in net proceeds.

In November 2024, we analyzed our cash requirements and operations at least through November 2025 and determined that, based upon our current available cash and operations, we have no substantial doubt about our ability to continue as a going concern.

Our assessment of the period of time through which its financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties.

Our actual results could vary as a result of its near and long-term future capital requirements that will depend on many factors.

We have incurred losses from operations in the past few years and had an accumulated deficit of $8.8 million as of March 31, 2025.

In September 2024, we closed an $8 million public offering with approximately $7.3 million in net proceeds.

In December 2024, we received net proceeds of approximately $7.4 million from the exercise of warrants related to an inducement offer agreement.

We formally evaluated our liquidity and cash position in May 2025 when preparing the March 31, 2025 Form 10-Q consolidated financial statements.

During this process, we analyzed our cash requirements and operations at least through May 2026 and determined that, based upon our current available cash and operations, we have no substantial doubt about our ability to continue as a going concern.

Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties.

Our actual results could vary as a result of our near and long-term future capital requirements that will depend on many factors.

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2024 was $4,398,000.

Net cash used in operating activities for the three months ended March 31, 2025 was $2,098,000.

This amount was primarily related to (i) net income of $23,708,000;

and offset by (ii) net working capital reductions of $973,000 (including a $713,000 reduction in deferred revenues);

and (iii) noncash items of $24,833,000.

Noncash items included (iv) gain from change in warrant liability of $15,521,000;

and (v) gain from change in earnout liability of $9,823,000;

and offset by (vi) stock based compensation of $428,000;

and (vii) net amortization of operating lease right of use asset of $83,000.

Net cash used in operating activities for the three months ended March 31, 2024 was $1,695,000.

This amount was primarily related to (i) net loss of $31,964,000;

and (ii) net working capital reductions of $3,758,000 (including a $2,059,000 reduction in deferred revenues);

offset by (iii) noncash items of $6,649,000.

Noncash items included (iv) depreciation of $2,000;

and (ii) net working capital reductions of $611,000;

offset by (iii) noncash charges of $30,881,000.

Noncash charges include (iv) depreciation of $2,000;

(v) stock based compensation of $269,000;

(vi) net amortization of operating lease right of use asset of $81,000;

(vii) issuance of common stock for services of $198,000;

(viii) noncash interest expense of $521,000;

(ix) loss from change in warrant liability of $2,834,000;

(x) loss from change in earnout liability of $1,096,000;

(xi) loss from change in fair value of convertible note of $142,000;

and (xii) loss on note conversions of $593,000.

Net cash used in operating activities for the nine months ended September 30, 2023 was $2,524,000.

This amount was primarily related to (i) a net loss of $6,482,000;

offset by (ii) depreciation of $11,000;

(iii) stock based compensation of $2,616,000;

(iv) net amortization of operating lease right of use asset of $513,000;

(v) accelerated amortization of ROU asset of $265,000;

(vi) gain from lease termination of $344,000;

(vii) unrealized loss for increase in fair value of convertible promissory note of $401,000;

and (viii) working capital changes of $496,000.

(vii) loss from change in warrant liability of $6,847,000;

(viii) loss from change in earnout liability of $21,485,000;

(ix) loss from change in fair value of convertible note of $2,039,000;

and (x) loss on note conversions of $159,000.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 was $7,780,000 and consisted of (i) proceeds from offering of $7,290,000;

(ii) proceeds from exercise of warrants of $294,000;

Net cash used in financing activities for the three months ended March 31, 2025 was $497,000 and consisted of (i) repayment of advances by founders of $600,000;

and offset by (ii) net proceeds from exercise of warrants of $60,000;

and (iii) proceeds from stock option exercises of $43,000.

Net cash provided by financing activities for the nine months ended September 30, 2023 was $2,710,000 and consisted of (i) issuance of a senior secured convertible promissory note of $1,985,000;

(ii) net advances provided by the founders of $1,150,000;

and offset by (iii) the payoff of small business loan and line of credit of $425,000.

Debt Financing Arrangements

On June 22, 2023, we entered into a senior secured convertible promissory note with Platinum Capital Partners Inc.

and received $2,000,000.

On February 2, 2024, we issued an amended and restated senior secured convertible promissory note to Platinum in the principal amount of $2,000,000.

Interest accrued on the Platinum convertible note at the rate of 6% per annum calculated on the basis of 360 days.

At the option of Platinum, the $2,000,000 principal amount of the note plus any accrued but unpaid interest is convertible into shares of common stock at a conversion price per share equal to the lower of (i) $3.69717, subject to appropriate adjustment as provided in the note, and (ii) 65% of the VWAP of the common stock for the five trading days immediately prior to any conversion, but in no event below $2.27518, subject to appropriate adjustment as provided in the note.

The note contains “weighted average” anti-dilution protection for issuances of shares of common stock or common stock equivalents at a price less than the conversion price then in effect.

In connection with the issuance of the Platinum convertible note, we issued to Platinum an amended and restated common stock purchase warrant dated February 2, 2024, to purchase 189,334 shares of the Company’s common stock at an exercise price per share of $3.69717.

On March 18, 2024, Platinum exercised the Platinum warrant and received 137,367 shares of common stock.

Platinum forfeited 51,967 shares.

On June 22, 2024, we entered into an extension agreement related to the Platinum convertible note.

The extension agreement extended the due date of the note to June 22, 2025.

In consideration for entering into the extension agreement, we issued to Platinum 232,360 shares of restricted common stock in payment of all interest and extension fees through June 22, 2025.

Subject to the terms and conditions of such extension agreement, for a period commencing on December 22, 2024 and ending at the close of business on December 22, 2025, Platinum has a one-time put right to have us purchase all or a portion of Platinum’s 232,360 restricted shares at $2.27518 per share.

We granted piggyback registration rights to Platinum.

The obligations under the Platinum convertible note are secured by a blanket lien on all our assets pursuant to an Amended and Restated Security Agreement dated February 2, 2024 and are guaranteed pursuant to an Amended and Restated Guaranty dated February 2, 2024.

We also concurrently entered into an Amended and Restated Subordination Agreement.

Net cash provided by financing activities for the three months ended March 31, 2024 was $293,000 and consisted proceeds from warrant exercise.

Contractual Obligations and Commitments

6 unchanged sentences

On February 29, 2024, we extended an office lease in Moorestown, North Carolina.

We leased 3,621 square feet and the net monthly payment is $6,488.

On August 27, 2024, we extended the lease, which expired on February 28, 2025.

On February 1, 2025, we entered into an office lease in Mooresville, North Carolina.

We lease 5,240 square feet and the net monthly payment is $9,105.

On August 27, 2024, we extended the lease to February 28, 2025.

The lease expires January 31, 2028 and the monthly payment increases 3% on February 1, 2026 and each year thereafter.

There is no option to extend the lease.

Off-Balance Sheet Arrangements

8 unchanged sentences

We believe that the significant accounting policies described in “ Note 2, Summary of Significant Accounting Policies ” to our audited consolidated financial statements are accurate and complete.

The critical accounting estimates and policies during the nine months ended September 30, 2024 have not materially changed to those discussed in our Annual Report on Form 10-K for the year ended December 31, 2023.

The critical accounting estimates and policies during the three months ended March 31, 2025 have not materially changed to those discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis