What changed in this filing

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Item 1. Financial Statements

2026-05-12 compared with 2025-11-12 · 73 added, 170 removed, 278 unchanged (47% of the section changed)

3 unchanged sentences

(Dollar amounts in thousands, except share data)

September 30,

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 20,262 $ 22,938

Accounts receivable 726 1,923

Accounts receivable, net 3,026 489

Inventory 1,919 —

Prepaid expenses and other current assets 4,031 4,597

20 unchanged sentences

250,000,000 shares authorized;

186,582,398 and 184,428,472 shares issued at September 30, 2025 and December 31, 2024, respectively;

175,972,328 and 173,818,402 shares outstanding as of September 30, 2025 and December 31, 2024, respectively

188,927,224 and 187,878,790 shares issued at March 31, 2026 and December 31, 2025, respectively;

178,317,154 and 177,268,720 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 414,574 413,122

Treasury stock, at cost ( 14,132 ) ( 14,132 )

10,610,070 and 10,610,070 shares as of September 30, 2025 and December 31, 2024, respectively

( 14,132 ) ( 14,132 )

Accumulated deficit ( 218,737 ) ( 207,000 )

5 unchanged sentences

(Dollar amounts in thousands, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Research and development services $ 2,832 $ 489

3 unchanged sentences

Total cost of revenues 2,622 477

Gross (loss) profit ( 47 ) — 96 —

Gross profit 210 12

Operating expenses

5 unchanged sentences

Interest income 1,490 2,468

Gain on disposal of assets — — — 3

Other income, net — — — 32

Net loss $ ( 11,737 ) $ ( 17,254 )

5 unchanged sentences

(Dollar amounts in thousands, except share data)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Common Stock Treasury Stock Additional

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Balance at March 31, 2026 188,927,224 $ 19 ( 10,610,070 ) $ ( 14,132 ) $ 414,574 $ ( 218,737 ) $ 181,724

Exercise of common stock options and vesting of restricted stock units, net 203,342 — — — ( 89 ) — ( 89 )

Share-based compensation — — — — 1,386 — 1,386

Net loss — — — — — ( 13,414 ) ( 13,414 )

Balance at June 30, 2025 186,046,206 $ 19 ( 10,610,070 ) $ ( 14,132 ) $ 410,463 $ ( 180,480 ) $ 215,870

Exercise of common stock options and vesting of restricted stock units, net 536,192 — — — ( 55 ) — ( 55 )

Share-based compensation — — — — 1,378 — 1,378

Net loss — — — — — ( 13,337 ) ( 13,337 )

Balance at September 30, 2025 186,582,398 $ 19 ( 10,610,070 ) $ ( 14,132 ) $ 411,786 $ ( 193,817 ) $ 203,856

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Common Stock Treasury Stock Additional

8 unchanged sentences

Balance at March 31, 2025 185,842,864 $ 19 ( 10,610,070 ) $ ( 14,132 ) $ 409,166 $ ( 167,066 ) $ 227,987

Exercise of common stock options and vesting of restricted stock units, net 138,419 — — — ( 68 ) — ( 68 )

Share-based compensation — — — — 1,125 — 1,125

Repurchase of treasury stock — — ( 1,897,613 ) ( 2,771 ) — — ( 2,771 )

Net loss — — — — — ( 10,856 ) ( 10,856 )

Balance at June 30, 2024 184,155,114 $ 18 ( 10,610,070 ) $ ( 14,141 ) $ 406,175 $ ( 124,212 ) $ 267,840

Exercise of common stock options and vesting of restricted stock units, net 180,069 — — — ( 12 ) — ( 12 )

Share-based compensation — — — — 1,096 — 1,096

Repurchase of treasury stock — — — 6 — — 6

Net loss — — — — — ( 11,202 ) ( 11,202 )

Balance at September 30, 2024 184,335,183 $ 18 ( 10,610,070 ) $ ( 14,135 ) $ 407,259 $ ( 135,414 ) $ 257,728

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(Dollar amounts in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

9 unchanged sentences

Accounts receivable ( 2,537 ) ( 5 )

Inventory ( 1,919 ) —

Prepaid expenses and other assets 856 1,626

11 unchanged sentences

Cash flows from financing activities

Proceeds from exercise of common stock options — 67

Taxes paid related to net share settlement of equity awards — ( 444 )

Repurchase of treasury stock — ( 13,982 )

Net cash used in financing activities — ( 444 )

Net increase in cash and cash equivalents and restricted cash 8,651 7,266

Net (decrease) increase in cash and cash equivalents and restricted cash ( 2,676 ) 3,105

Cash and cash equivalents and restricted cash, beginning of period 23,603 9,892

1 unchanged sentence

Supplemental disclosure of noncash investing and financing activities:

Repurchase of treasury stock included in accrued expenses $ — $ 120

Acquisitions of property and equipment included in accounts payable and accrued expenses and other current liabilities $ 130 $ 244

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Hyliion Holdings Corp.

is a Delaware corporation headquartered in Cedar Park, Texas, with research and development (“R&D”) facilities in Cincinnati, Ohio, that designs and develops the KARNO TM Power Module for stationary and mobile applications and provides R&D services.

is a Delaware corporation headquartered in Cedar Park, Texas, that designs and develops KARNO TM Power Module for stationary and mobile applications and provides research and development (“R&D”) services.

References to the “Company,” “Hyliion,” “we,” “our,” or “us” in this report refer to Hyliion Holdings Corp.

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As part of the Plan, the Company will continue to focus on commercialization of its KARNO Power Module technology.

We have not accounted for the impacts of the Plan as a discontinued operation through September 30, 2025 as we have not abandoned or sold the underlying intellectual property and continue wind down activities.

We expect to complete wind down activities in the fourth quarter of fiscal year 2025.

Total charges and (benefits) expenses related to the Plan of $( 0.1 ) million and $( 0.9 ) million for the three months ended September 30, 2025 and 2024, respectively , and $ 1.0 million and $ 2.9 million for the nine months ended September 30, 2025 and 2024, respectively , inclusive of recoveries from assets sold and charges to assets held for sale discussed below, are included in exit and termination costs in the condensed consolidated statements of operations.

The change in total liabilities associated with the Plan is included within accrued expenses and other current liabilities as presented in Note 9 , and accounts payable, and is summarized as follows (in millions):

June 30, 2025 Charged to Expense Costs Paid or Settled September 30, 2025

Contract terminations $ 0.1 $ — $ ( 0.1 ) $ —

Warranty obligations — — — —

$ 0.1 $ — $ ( 0.1 ) $ —

March 31, 2025 Charged to Expense Costs Paid or Settled June 30, 2025

Contract terminations $ 0.1 $ 0.1 $ ( 0.1 ) $ 0.1

Warranty obligations 0.1 ( 0.1 ) — —

$ 0.2 $ — $ ( 0.1 ) $ 0.1

December 31, 2024 Charged to Expense Costs Paid or Settled March 31, 2025

Employee severance and retention $ 0.1 $ — $ ( 0.1 ) $ —

Contract terminations 0.6 — ( 0.5 ) 0.1

Warranty obligations 0.1 — — 0.1

$ 0.8 $ — $ ( 0.6 ) $ 0.2

HYLIION HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except as separately indicated)

June 30, 2024 Charged to Expense Costs Paid or Settled September 30, 2024

Employee severance and retention $ 0.4 $ — $ ( 0.1 ) $ 0.3

Contract terminations 1.0 — ( 0.2 ) 0.8

Warranty obligations 0.1 — — 0.1

$ 1.5 $ — $ ( 0.3 ) $ 1.2

March 31, 2024 Charged to Expense Costs Paid or Settled June 30, 2024

Employee severance and retention $ 0.7 $ — $ ( 0.3 ) $ 0.4

Contract terminations 2.1 — ( 1.1 ) 1.0

Warranty obligations 0.1 — — 0.1

$ 2.9 $ — $ ( 1.4 ) $ 1.5

December 31, 2023 Charged to Expense Costs Paid or Settled March 31, 2024

Employee severance and retention $ 1.1 $ — $ ( 0.4 ) $ 0.7

Contract terminations 6.5 ( 0.7 ) ( 3.7 ) 2.1

Warranty obligations 0.4 ( 0.3 ) — 0.1

$ 8.0 $ ( 1.0 ) $ ( 4.1 ) $ 2.9

The above estimates of the cash expenditures and charges that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions and actual amounts may differ materially from estimates.

In addition, the Company may incur other cash expenditures or charges not currently contemplated due to unanticipated events.

Assets Held for Sale

Certain assets of our powertrain business, including Class 8 semi-trucks and capital equipment, continue to be actively marketed for sale, and we are actively locating buyers for these assets.

At the time of initial classification as held for sale at March 31, 2024, we estimated that the sale of these assets was expected to be completed within one year and it was unlikely that significant changes to the plan of sale would be made.

Due to increased uncertainty regarding the timing of the disposition, driven by deteriorating market conditions in the electric vehicle industry, we reclassified assets previously recorded as held for sale totaling $ 1.0 million to property and equipment, net, on the condensed consolidated balance sheets, and recognized charges of $ 1.6 million during the three months ended March 31, 2025.

We had assets held for sale of nil and $ 2.6 million consisting of property and equipment in connection with the Plan at their fair value less costs to sell on the condensed consolidated balance sheets at September 30, 2025 and December 31, 2024, respectively.

We used fair value hierarchy Level III inputs including comparable assets, adjusted for condition, and recorded charges of nil , for the three months ended September 30, 2025 and 2024, respectively, and $ 1.6 million and $ 5.6 million for the nine months ended September 30, 2025 and 2024, respectively, included in exit and termination costs in the condensed consolidated statements of operations.

We recorded net benefits for recoveries related to asset sales of $ 0.4 million and $ 0.9 million for the three months ended September 30, 2025 and 2024, respectively, and $ 1.0 million and $ 2.1 million for the nine months ended September 30, 2025 and 2024, respectively, included in exit and termination costs in the condensed consolidated statements of operations a nd in gain on disposal of assets, including assets held for sale in the condensed consolidated statements of cash flows.

We have not accounted for the impacts of the Plan as a discontinued operation through March 31, 2026 as we have not abandoned or sold the underlying intellectual property.

Costs paid or settled associated with the Plan during the three months ended March 31, 2026 and 2025 were nil and $ 0.6 million, respectively.

We reclassified assets previously recorded as held for sale totaling $ 1.0 million to property and equipment, net, on the condensed consolidated balance sheets, and recognized charges of $ 1.6 million using fair value hierarchy Level III inputs including comparable assets, adjusted for condition, included in exit and termination costs in the condensed consolidated statements of operations f or the three months ended March 31, 2025.

During the fourth quarter of 2025, we reclassified $ 1.2 million in assets from property and equipment, net to assets held for sale on the condensed consolidated balance sheets.

These assets were subsequently sold in the three months ended March 31, 2026.

We recorded net benefits for recoveries related to asset sales of $ 0.4 million and $ 0.3 million included in exit and termination (benefits) costs in the condensed consolidated statements of operations and in gain on disposal of assets in the condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025, respectively.

Summary of Significant Accounting Policies

5 unchanged sentences

The condensed consolidated balance sheet at December 31, 2025 was derived from audited financial statements for the fiscal year then ended, but does not include all necessary disclosures required with respect to annual financial statements.

In the opinion of the

Company, these condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented.

In the opinion of the Company, these condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented.

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s 2025 Annual Report.

2 unchanged sentences

The Company is an early-stage growth company and has generated negative cash flows from operating activities since inception.

At September 30, 2025, the Company had total equity of $ 203.9 million, inclusive of cash and cash equivalents of $ 17.9 million and total investments of $ 146.9 million.

At March 31, 2026, the Company had total equity of $ 181.7 million, inclusive of cash and cash equivalents of $ 20.3 million and total investments of $ 119.1 million.

Based on this, the Company has sufficient funds to continue to execute its business strategy for the next twelve months from the issuance date of the financial statements included in this Quarterly Report on Form 10-Q.

Use of Estimates

The preparation of financial statements in conformity with GAAP require s management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period.

The Company’s most significant estimates and judgments involve assets held for sale, income taxes and valuation of share-based compensation.

balance sheet date, as well as reported amounts of expenses during the reporting period.

The Company’s most significant estimates and judgments involve revenue, inventory, income taxes and valuation of share-based compensation.

Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

5 unchanged sentences

The CODM uses net income (loss) to manage the business and does not segment the business for internal reporting or decision making.

The significant expense categories and amounts that are regularly provided to the CODM and included in the reported measure of segment loss for the three and nine months ended September 30, 2025 and 2024 are summarized as follows (in millions):

Three Months Ended September 30,

Total revenues $ 0.8 $ —

Total cost of revenues 0.8 —

Gross profit — —

Administrative and office 1.6 1.9

Depreciation and amortization 1.7 0.8

Facilities 1.3 1.3

Personnel 5.7 5.1

Product development, exclusive of other costs presented 3.6 4.5

Professional services 1.3 1.3

Exit and termination costs ( 0.1 ) ( 0.9 )

Other operating expense 0.2 0.2

Total operating expenses 15.3 14.2

Other income, net 2.0 3.0

Net loss $ ( 13.3 ) $ ( 11.2 )

Nine Months Ended September 30,

The significant expense categories and amounts that are regularly provided to the CODM and included in the reported measure of segment loss for the three months ended March 31, 2026 and 2025 are summarized as follows (in millions):

Three Months Ended March 31,

Total revenues $ 2.8 $ 0.5

22 unchanged sentences

Total cash and cash equivalents and restricted cash as presented in the condensed consolidated statements of cash flows is summarized as follows:

September 30, 2025 December 31, 2024 September 30, 2024 December 31, 2023

March 31, 2026 December 31, 2025 March 31, 2025 December 31, 2024

Cash and cash equivalents $ 20,262 $ 22,938 $ 12,332 $ 9,227

Restricted cash included in prepaid expenses and other current assets — — — 7,918

Restricted cash included in other assets 665 665 665 665

$ 20,927 $ 23,603 $ 12,997 $ 9,892

Accounts Receivable

Accounts Receivable, Net

Accounts receivable are stated at a gross invoice amount, net of an allowance for doubtful accounts.

The allowance for doubtful accounts is maintained at a level considered adequate to provide for potential account losses on the balance based on the Company’s evaluation of the anticipated impact of current economic conditions, changes in the character and size of the

balance, past and expected future loss experience and other pertinent factors.

At September 30, 2025 and December 31, 2024, accounts receivable included amounts receivable from customers of $ 0.6 million and $ 1.5 million, respectively.

At September 30, 2025 and December 31, 2024, there was no allowance for doubtful accounts on customer receivables.

The allowance for doubtful accounts is maintained at a level considered adequate to provide for potential account losses on the balance based on the Company’s evaluation of current economic conditions without expectation of future changes, changes in the character and size of the balance, past and expected future loss experience, and other pertinent factors.

At March 31, 2026 and December 31, 2025, accounts receivable included amounts receivable from a single customer of $ 3.0 million and $ 0.5 million, respectively.

At March 31, 2026 and December 31, 2025, there was no allowance for doubtful accounts on customer receivables.

We adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326)-Measurement of Credit Losses for Accounts Receivable and Contract Assets during the quarter ended March 31, 2026, applying the practical expedient policy election that assumes that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable asset expected credit losses estimate on a prospective basis.

There was no material impact as the result of the adoption of this ASU.

The Company’s investments consist of corporate bonds, U.S.

2 unchanged sentences

Investments are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity.

Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity.

Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity, and any expected credit losses.

Such amortization, along with interest, is included in interest income.

The Company estimates expected credits losses for held-to-maturity investments by considering relevant available information and assessing the risk of loss over the assets’ contractual life.

The Company’s portfolio of held-to-maturity investments are of a high credit quality with minimal expected credit losses.

The Company uses the specific identification method to determine the cost basis of securities sold.

Investments are impaired when a decline in fair value is judged to be other-than-temporary.

The Company evaluates investments for impairment by considering the length of time and extent to which market value has been less than cost or amortized cost, the financial condition and near-term prospects of the issuer as well as specific events or circumstances that may influence the operations of the issuer and the Company’s intent to sell the security or the likelihood that it will be required to sell the security before recovery of the entire amortized cost.

Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income and a new cost basis in the investment is established.

Fair Value Measurements

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As a result, investments are classified within Level II of the fair value hierarchy.

As of September 30, 2025, the KARNO Power Module has not yet been commercialized.

Costs incurred for components acquired prior to our determination of reaching a commercial stage are expensed as R&D costs, resulting in zero cost basis for those components.

As of March 31, 2026, we have not yet commercialized the KARNO Power Module.

Unless such components are capitalizable, costs incurred for components acquired prior to our determination of reaching a commercial stage are expensed as R&D costs, resulting in zero cost basis for those components.

As a result, moving-average prices for inventory that is capitalized in future periods may be significantly affected by those zero cost items.

Inventory is consumed in the performance of contracts for R&D services in the quarter in

which it is purchased, including certain allocations of overhead costs, and we therefore do not record inventory at each reporting period pertaining to these contracts.

When inventory may be utilized in performance of our contracts with the United States Department of the Navy’s Office of Naval Research (“ONR”), we capitalize that inventory including certain allocations of overhead, labor, and other direct costs and classify it as work-in-process inventory.

When this inventory is designated to and utilized in an activity, we record either an R&D or a cost of sale charge in the period in which the utilization occurs.

All inventory at March 31, 2026 is classified as work-in-process.

Inventory is valued using the specific identification cost method and is stated at the lower of cost or net realizable value.

We review our inventory to determine whether its carrying value exceeds the net amount realizable we expect to receive upon the ultimate sale of the inventory.

The Company follows five steps to recognize revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers, which are:

5 unchanged sentences

Government Contracts

The Company was performing under two contracts as both a prime and subcontractor to the United States government to provide R&D services.

The larger of these two contracts was modified and accounted for as a new contract in the quarter ending December 31, 2024.

These contracts were not accounted for as revenue prior to September 30, 2024 as they were not in the ordinary course of business and the counterparties were not customers under GAAP.

In September 2024, the Company was awarded a best effort cost-plus-fixed fee contract, modified in March 2025, up to $ 16.0 million by the United States Department of the Navy’s Office of Naval Research (“ONR”) to research the suitability of its KARNO Power Module for Navy ships and stationary power generation applications.

Under the agreement, the Company will provide R&D services through September 2026, including delivery of up to seven KARNO Cores.

In September 2024, the Company was awarded a best effort cost-plus-fixed fee contract up to $ 16.0 million by the ONR to research the suitability of its KARNO Power Module for Navy ships and stationary power generation applications.

Under the agreement, the Company will provide R&D services through February 2027, including delivery of up to seven KARNO Cores and testing of power module systems.

The ONR contract represented a significant change in business strategy toward providing R&D activities in the ordinary course of business in addition to developing Power Modules for stationary and mobile applications.

In July 2025, the Company was awarded a Phase II best effort cost-plus-fixed fee contract up to $ 1.5 million by the ONR to demonstrate the conceptual feasibility of the Phase I effort and show development progress towards successful application.

Under the agreement, the Company will provide R&D services through July 2026 with an option to extend through July 2027, including design reviews, simulations, and reporting.

The Company began accounting for these contracts under ASC 606 beginning in the quart er ending December 31, 2024.

The remaining amounts of revenue that we may recognize under these contracts was up to $ 14.4 million as of September 30, 2025, which is expected to primarily be recognized in 2025 and 2026.

In July 2025, the Company was awarded a Phase II best effort cost-plus-fixed fee contract up to $ 1.5 million by the ONR to demonstrate the conceptual feasibility of the Phase I effort contract awarded in July 2024 for up to $ 0.2 million and to show development progress towards successful application.

Under the Phase II agreement, the Company will provide R&D services through July 2026 with an option to extend through July 2027, including design reviews, simulations, and reporting.

There is a single research and development services performance obligation in each of these contracts that is measured over time as the services are performed.

The Company generally invoices monthly, which corresponds directly with the value to the customers of the performance completed to date, and recognizes revenue in the amount that it has a right to invoice.

The Company generally invoices monthly, which corresponds directly with the value to the customers of the performance completed to date based on the cost of labor and materials utilized, and recognizes revenue in the amount that it has a right to invoice.

Payment is ordinarily due within 90 days of invoice submission.

Cost of R&D services revenue includes labor, allocated fringe and overhead, and inventory.

All revenue in the three and nine months ended September 30, 2025 and 2024 was recognized over time.

All revenue during the three months ended March 31, 2026 and 2025 was recognized over time.

The portion of our revenues from significant customers is summarized as follows and is attributable to the U.S.:

Three Months Ended September 30,

Customer A 75 % — %

Customer B 25 —

Nine Months Ended September 30,

Three Months Ended March 31,

Customer A 100 % 46 %

4 unchanged sentences

Recent Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270)-Narrow-Scope Improvements , to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable, including additional guidance on what disclosures should be provided in interim reporting periods.

The pronouncement is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

We are currently evaluating the impact of adoption.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)-Targeted Improvements to the Accounting for Internal-Use Software , to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software.

1 unchanged sentence

We are currently evaluating the impact of adoption.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326)-Measurement of Credit Losses for Accounts Receivable and Contract Assets , to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

The pronouncement is effective for fiscal years beginning after December 15, 2025 and interim periods within that fiscal year.

We expect to adopt this ASU in the period ended March 31, 2026, applying the practical expedient policy election that assumes that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable asset expected credit losses estimate on a prospective basis.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), and clarified by ASU 2025-01, to enable investors to better understand the major components of an entity’s income statement.

The pronouncement is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, and we expect a material impact to our disclosures as a result of adoption.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) , to enhance transparency and decision usefulness of income tax disclosures.

The pronouncement is effective for fiscal years beginning after December 15, 2024 and we expect an impact to our disclosures as a result of adoption.

The amortized cost, unrealized gains and losses, fair value and maturities of our held-to-maturity investments at September 30, 2025 and December 31, 2024 are summarized as follows:

Fair Value Measurements at September 30, 2025

The amortized cost, unrealized gains and losses, fair value and maturities of our held-to-maturity investments at March 31, 2026 and December 31, 2025 are summarized as follows:

Fair Value Measurements at March 31, 2026

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

Commercial paper $ 4,914 $ — $ ( 5 ) $ 4,909

government agency bonds 3,000 — — 3,000

State and municipal bonds 5,994 4 — 5,998

Corporate bonds and notes 114,152 222 ( 137 ) 114,237

7 unchanged sentences

$ 129,421 $ 493 $ ( 17 ) $ 129,897

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Amortized Cost Fair Value Amortized Cost Fair Value

3 unchanged sentences

Fair Value Measurements

The fair value measurements of our financial assets at September 30, 2025 and December 31, 2024 are summarized as follows:

Fair Value Measurements at September 30, 2025

The fair value measurements of our financial assets at March 31, 2026 and December 31, 2025 are summarized as follows:

Fair Value Measurements at March 31, 2026

Level I Level II Level III Total

3 unchanged sentences

Commercial paper — 4,909 — 4,909

government agency bonds — 3,000 — 3,000

State and municipal bonds — 5,998 — 5,998

Corporate bonds and notes — 114,237 — 114,237

11 unchanged sentences

In February 2025, the Company executed a sublease for a portion of its corporate office through April 2027.

The components of lease operating income which are primarily included as reductions to R&D and selling, general and administrative expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 are summarized as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Operating lease income $ 81 $ — $ 135 $ —

Variable operating lease income 35 — 92 —

$ 116 $ — $ 227 $ —

Sublease operating income which is included as reductions to R&D and selling, general and administrative expense in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 was $ 0.1 million and $ 0.1 million, respectively.

Property and Equipment, Net

Property and equipment, net at September 30, 2025 and December 31, 2024 is summarized as follows:

September 30, 2025 December 31, 2024

Property and equipment, net at March 31, 2026 and December 31, 2025 is summarized as follows:

March 31, 2026 December 31, 2025

Production machinery and equipment $ 46,948 $ 46,905

7 unchanged sentences

Share-Based Compensation

During the nine months ended September 30, 2025 and 2024, the Company granted 4.4 million and 6.1 million, respectively, restricted stock units which will vest over a period of one to three years .

During the nine months ended September 30, 2025 and 2024, 0.1 million and 1.2 million, respectively, of restricted stock units and options were forfeited.

Share-based compensation expense for the three and nine months ended September 30, 2025 was $ 1.4 million and $ 4.1 million, respectively.

Share-based compensation expense for the three and nine months ended September 30, 2024 was $ 1.1 million and $ 3.5 million, respectively.

Of the restricted stock units granted in the nine months ended September 30, 2025, 2.7 million units may vest between February 18, 2026 and December 31, 2027 contingent upon achieving underlying closing stock price thresholds.

These awards were valued at $ 1.46 per unit using fair value hierarchy Level III inputs including an underlying share volatility of 90 % and a risk-free rate of 4.23 %.

During the three months ended March 31, 2026 and 2025, the Company granted 4.0 million and 4.3 million restricted stock units, respectively, which will vest over a period of one to three years , inclusive of the units described below with underlying closing stock price thresholds.

During the three months ended March 31, 2026 and 2025, 0.6 million and 0.1 million restricted stock units, respectively, were forfeited.

Share-based compensation expense for the three months ended March 31, 2026 and 2025 was $ 1.5 million and $ 1.3 million, respectively.

The Company granted 2.3 million restricted stock units in the three months ended March 31, 2026 that are subject to vest between February 11, 2026 and December 31, 2028 contingent upon achieving underlying closing stock price thresholds.

Through March 31, 2026, there was no achievement of underlying closing stock price thresholds on these awards.

These awards were valued at $ 1.57 per unit using a Monte Carlo simulation including a blend of historical and implied share volatility of 105 % and a risk-free rate of 3.48 %.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at September 30, 2025 and December 31, 2024 are summarized as follows:

September 30, 2025 December 31, 2024

Accrued expenses and other current liabilities at March 31, 2026 and December 31, 2025 are summarized as follows:

March 31, 2026 December 31, 2025

Accrued professional services and other $ 1,566 $ 1,342

1 unchanged sentence

Other accrued liabilities 625 625

Accrued severance, contract termination, and other charges — 773

$ 4,369 $ 3,995

3 unchanged sentences

The requirements must be met on or be fore specific measurement dates and maintained throughout the term of the agreement, which expires effective December 31, 2029.

The Company has received payments to date of $ 0.4 million which are refundable as applicable performance requirements were not met and are included within accrued expenses and other current liabilities at September 30, 2025.

Under the agreement, th e EDC has the right to file a security interest to all assets of the Company.

3 unchanged sentences

Net Loss Per Share

The computation of basic and diluted net loss per share for the three and nine months ended September 30, 2025 and 2024 is summarized as follows (in thousands, except share and per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The computation of basic and diluted net loss per share for the three months ended March 31, 2026 and 2025 is summarized as follows (in thousands, except share and per share data):

Three Months Ended March 31,

Net loss attributable to common stockholders $ ( 11,737 ) $ ( 17,254 )

1 unchanged sentence

Net loss per share, basic and diluted $ ( 0.07 ) $ ( 0.10 )

Potential common shares excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the three and nine months ended September 30, 2025 and 2024 are summarized as follows:

Three and Nine Months Ended September 30,

Potential common shares excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the three months ended March 31, 2026 and 2025 are summarized as follows:

Three Months Ended March 31,

Unexercised stock options 171,850 187,529

2 unchanged sentences

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 1. Financial Statements