Item 1. Financial Statements
Item 1. Financial statements (Unaudited)
AEYE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts and par value data)
March 31, 2025
December 31, 2024
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$ 5,267 $ 10,266
Marketable securities
20,659 12,012
Accounts receivable, net
6 11
Inventories, net
101 176
Prepaid and other current assets
929 2,706
Total current assets
26,962 25,171
Right-of-use assets
601 652
Property and equipment, net
574 605
Other noncurrent assets
659 692
Total assets
$ 28,796 $ 27,120
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$ 3,850 $ 3,598
Accrued expenses and other current liabilities
3,686 7,709
Convertible note, current
3,233 —
Total current liabilities
10,769 11,307
Operating lease liabilities, noncurrent
420 479
Convertible note, noncurrent
146 146
Other noncurrent liabilities
463 64
Total liabilities
11,798 11,996
COMMITMENTS AND CONTINGENCIES (Note 17)
STOCKHOLDERS’ EQUITY:
Preferred stock—$ 0.0001 par value: 1,000,000 shares authorized; no shares issued and outstanding
— —
Common stock—$ 0.0001 par value: 600,000,000 shares authorized; 18,690,177 and 13,734,160 shares issued and outstanding at March 31, 2025 and December 31, 2024
2 1
Additional paid-in capital
398,101 388,213
Accumulated other comprehensive income
6 5
Accumulated deficit
( 381,111 ) ( 373,095 )
Total stockholders’ equity
16,998 15,124
Total liabilities and stockholders’ equity
$ 28,796 $ 27,120
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Contents
AEYE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share amounts and per share data)
(Unaudited)
Three months ended March 31,
2025
2024
Revenue
$
64
$
20
Cost of revenue
96
263
Gross loss
( 32
)
( 243
)
OPERATING EXPENSES:
Research and development
3,490
4,532
Sales and marketing
383
341
General and administrative
2,895
5,615
Total operating expenses
6,768
10,488
LOSS FROM OPERATIONS
( 6,800
)
( 10,731
)
OTHER INCOME (EXPENSE):
Change in fair value of convertible note and warrant liabilities
680
2
Interest income and other
214
195
Interest expense and other
( 2,108
)
317
Total other income (expense), net
( 1,214
)
514
Loss before income tax expense
( 8,014
)
( 10,217
)
Provision for income tax expense
2
2
Net loss
$
( 8,016
)
$
( 10,219
)
Change in net unrealized gain (loss) on available-for-sale securities, net of tax
1
( 14
)
Comprehensive loss
$
( 8,015
)
$
( 10,233
)
PER SHARE DATA
Net loss per share (basic and diluted)
$
( 0.46
)
$
( 1.61
)
Weighted average shares outstanding (basic and diluted)
17,448,617
6,352,835
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
AEYE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY
For the three months ended March 31, 2025 and 2024
(In thousands, except share amounts)
(Unaudited)
Additional
Accumulated Other
Total
Preferred Stock
Common Stock
Paid-in
Comprehensive
Accumulated
Stockholders’
Shares
Amount
Shares
Amount
Capital
Income
Deficit
Equity
BALANCE—December 31, 2024
—
$
—
13,734,160
$
1
$
388,213
$
5
$
( 373,095
)
$
15,124
Stock-based compensation
—
—
—
—
2,501
—
—
2,501
Issuance of common stock upon vesting of restricted stock units
—
—
838,656
—
—
—
—
—
Taxes related to net share settlement of equity awards
—
—
( 396,662
)
—
( 333
)
—
—
( 333
)
Issuance of common stock under the Common Stock Purchase Agreements
—
—
4,514,023
1
7,815
—
—
7,816
Transaction costs related to the Common Stock Purchase Agreements
—
—
—
—
( 95
)
—
—
( 95
)
Other comprehensive income, net of tax
—
—
—
—
—
1
—
1
Net loss
—
—
—
—
—
—
( 8,016
)
( 8,016
)
BALANCE—March 31, 2025
—
$
—
18,690,177
$
2
$
398,101
$
6
$
( 381,111
)
$
16,998
Additional
Accumulated Other
Total
Preferred Stock
Common Stock
Paid-in
Comprehensive
Accumulated
Stockholders’
Shares
Amount
Shares
Amount
Capital
Income (Loss)
Deficit
Equity
BALANCE—December 31, 2023
—
$
—
6,310,090
$
1
$
366,647
$
10
$
( 337,635
)
$
29,023
Stock-based compensation
—
—
—
—
3,014
—
—
3,014
Issuance of common stock upon vesting of restricted stock units
—
—
98,623
—
—
—
—
—
Taxes related to net share settlement of equity awards
—
—
( 34,694
)
—
( 45
)
—
—
( 45
)
Issuance of common stock under the Common Stock Purchase Agreement
—
—
129,000
—
165
—
—
165
Other comprehensive income, net of tax
—
—
—
—
—
( 14
)
—
( 14
)
Net loss
—
—
—
—
—
—
( 10,219
)
( 10,219
)
BALANCE—March 31, 2024
—
—
6,503,019
1
369,781
( 4
)
( 347,854
)
21,924
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
AEYE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three months ended March 31,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
( 8,016
)
$
( 10,219
)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
37
29
Noncash lease expense relating to operating lease right-of-use assets
51
364
Gain on termination of operating lease, net
( 1,685
)
—
Common stock purchase agreement costs
111
—
Debt issuance costs
1,984
—
Inventory write-downs, net of scrapped inventory
24
19
Change in fair value of convertible note and warrant liabilities
( 680
)
( 2
)
Stock-based compensation
2,501
3,014
Amortization of premiums and accretion of discounts on marketable securities, net of change in accrued interest
( 74
)
( 252
)
Expected credit losses, net of write-off
—
14
Changes in operating assets and liabilities:
Accounts receivable, net
5
50
Inventories, current and noncurrent, net
4
18
Prepaid and other current assets
98
772
Other noncurrent assets
80
97
Accounts payable
222
309
Accrued expenses and other current liabilities
( 2,408
)
( 1,343
)
Operating lease liabilities
( 57
)
( 397
)
Other noncurrent liabilities
—
( 358
)
Net cash used in operating activities
( 7,803
)
( 7,885
)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
( 6
)
( 87
)
Purchases of marketable securities
( 14,303
)
( 6,045
)
Proceeds from redemptions and maturities of marketable securities
5,731
6,500
Net cash (used in) provided by investing activities
( 8,578
)
368
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible note
2,950
—
Transaction costs related to issuance of convertible note
( 578
)
—
Taxes paid related to the net share settlement of equity awards
( 333
)
( 45
)
Proceeds from issuance of common stock under Common Stock Purchase Agreements
9,495
165
Stock issuance costs related to Common Stock Purchase Agreements
( 152
)
—
Net cash provided by financing activities
11,382
120
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
( 4,999
)
( 7,397
)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period
10,266
19,082
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period
$
5,267
$
11,685
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes, net of refund
$
22
$
2
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Noncash debt issuance costs
$
1,362
Stock issuance costs included in accounts payable and accrued liabilities
$
252
—
Debt issuance costs included in accounts payable and accrued liabilities
$
45
—
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
AEYE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data or otherwise stated)
1.
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AEye, Inc. and its wholly owned subsidiaries (the “Company” or “AEye”) is a provider of high-performance, active lidar systems for vehicle autonomy, advanced driver-assistance systems, or ADAS, and robotic vision applications. AEye’s 4Sight TM Intelligent Sensing Platform includes a solid-state software definable active lidar sensor, an adaptive sensing SmartScan architecture to scan dynamic scenes/targets, and sophisticated signal processing capability that provides precise measurements and imaging for various safety-critical applications. The 4Sight™ Intelligent Sensing platform captures more information with less data, facilitating faster, more accurate, and more reliable perception of the environment.
AEye, formerly known as CF Finance Acquisition Corp. III, (“CF III”), was originally incorporated in Delaware on March 15, 2016 under the name CF SPAC Re Inc. On February 17, 2021, AEye Technologies, Inc., then known as AEye, Inc., entered into an Agreement and Plan of Merger with CF III. Based on CF III’s business activities, it was a “shell company” as defined under the Securities Exchange Act of 1934, as amended. On August 16, 2021, the business combination contemplated by the Agreement and Plan of Merger was closed and CF III changed its name to AEye, Inc.
The Company’s common stock and public warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “LIDR” and “LIDRW”, respectively. Unless otherwise specified, “we,” “us,” “our,” “AEye,” and the “Company” refers to AEye, Inc. and its wholly owned subsidiaries.
Unaudited Condensed Consolidated Financial Statements
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2024 included in the Company's Annual Report on Form 10 -K for the year ended December 31, 2024 .
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include lease termination liability, write-downs of inventory to the lower of cost or net realizable value, investments, embedded derivative and warrant liabilities, stock-based compensation, and convertible notes.
Principle of Consolidation and Liquidity
The accompanying condensed consolidated financial statements include the accounts of AEye, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The Company has funded its operations primarily through the business combination and issuances of stock. As of March 31, 2025 , the Company’s existing sources of liquidity included cash, cash equivalents, and marketable securities of $ 25,926 .
ASC 205 - 40, Presentation of Financial Statements - Going Concern , requires management to assess an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. These condensed consolidated financial statements have been prepared on a going concern basis.
8
Table of Contents
As is common in early-stage companies with limited operating histories, the Company is subject to risks and uncertainties such as its ability to develop and commercialize its products; produce and deliver lidar and software products meeting acceptable performance metrics; attract new and retain existing customers; develop, obtain, or progress strategic partnerships; secure an automotive OEM design win; secure additional capital to support the business plan; and other risks and uncertainties.
Since its inception, the Company has incurred net losses and negative cash flows from operations. As of March 31, 2025 , the Company had an accumulated deficit of $ 381,111 . For the three months ended March 31, 2025 and 2024 , the Company incurred a net loss of $ 8,016 and $ 10,219 , respectively, and the Company had net cash outflows from operating activities of $ 7,803 and $ 7,885 , respectively. As of March 31, 2025 , the Company had $ 25,926 of cash, cash equivalents, and marketable securities. As the Company is still in its early stages, it is expected to incur additional operating losses and negative cash flows as it continues to focus on achieving commercialization of its lidar solutions. It remains critical for the Company to preserve cash and manage spending to extend its liquidity.
When conditions and events, in the aggregate, impact an entity’s ability to continue as a going concern, management evaluates the mitigating effect of its plans to determine if it is probable that the plans will be effectively implemented, and, when implemented, the plans will mitigate the relevant conditions or events.
The Company is dependent upon raising additional capital to provide the cash necessary to continue its ongoing operations and execute against its strategic objectives. During the three months ended March 31, 2025 , the Company issued shares through stock purchase agreements and a convertible note totaling $ 11,055 . However, successfully raising capital is outside of management's control and there can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. The extent of the Company’s ability to raise additional capital through the issuance of equity is dependent on the market price of its common stock and declines in stock price may materially and adversely affect the Company’s capacity to secure necessary financing to support ongoing operations. Should the Company not be able to raise additional capital, the Company plans to adjust spending to preserve and extend liquidity over the next 12 months, these plans include managing its workforce to reduce payroll costs and managing other discretionary spending. There can be no assurance that the Company will be successful in these efforts to preserve cash.
Management believes that these plans can be successfully implemented and alleviate the substantial doubt that was raised about the Company's ability to continue as a going concern, which will result in sufficient liquidity and cash flows to support its ongoing operations and meet its obligations for at least one year following the date these condensed consolidated financial statements are issued.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2 (a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102 (b)( 1 ) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, and marketable securities, and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, to limit the exposure of each investment. The Company’s marketable securities have investment grade ratings when purchased which mitigates risk.
The Company’s accounts receivable are derived from customers located in the U.S. and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral.
9
Table of Contents
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2023 - 09, Income Taxes (Topic 740 ) - Improvements to Income Tax Disclosures , to increase the transparency and usefulness of income tax information through improvements to the income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance is effective for fiscal years beginning after December 15, 2024. The Company is currently assessing the effect that the updated standard will have on its financial statement disclosures.
In November 2024, the FASB issued ASU 2024 - 03, Disaggregation of Income Statement Expenses , which requires annual and interim disclosure of disaggregated disclosures of certain costs and expenses on the income statement. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Amendments are applied on a prospective basis with retrospective application permitted. The Company is currently evaluating the impact of this guidance.
2.
FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities is determined in accordance with the fair value hierarchy established in FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820” ). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy of ASC 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:
Level 1 —Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 —Observable inputs, other than Level 1 inputs, which are observable either directly or indirectly or can be corroborated by observable market data using quoted prices for similar assets or liabilities.
Level 3 —Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The Company's financial instruments that are not remeasured at fair value include accounts receivable, prepaid and other current assets, accounts payable, accrued expenses, other current and noncurrent liabilities, and the noncurrent convertible note. The carrying values of these financial instruments approximate their fair values.
10
Table of Contents
The Company’s financial assets and liabilities measured at fair value on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):
Fair Value Measured as of March 31, 2025 Using:
Adjusted Cost
Unrealized Gains
Fair Value
Cash and Cash Equivalent
Marketable Securities
Assets
Level 1
Money market funds
$ 4,778 $ — $ 4,778 $ 4,778 $ —
Level 2
Asset-backed securities
905 ( 1 ) 904 — $ 904
Corporate bonds
13,140 4 13,144 — 13,144
Commercial paper
3,358 1 3,359 — 3,359
U.S. Government securities
3,250 2 3,252 — 3,252
Total financial assets
$ 25,431 $ 6 $ 25,437 $ 4,778 $ 20,659
Liabilities
Level 2
Private placement warrant liability
$ — $ — $ — $ — $ —
Level 3
Convertible note, current
— — 3,233 — —
Derivative warrant liabilities
— — 425 — —
Total financial liabilities
$ — $ — $ 3,658 $ — $ —
Fair Value Measured as of December 31, 2024 Using:
Adjusted Cost
Unrealized Gains
Fair Value
Cash and Cash Equivalent
Marketable Securities
Assets
Level 1
Money market funds
$ 5,823 $ — $ 5,823 $ 5,823 $ —
Level 2
Corporate bonds
9,660 4 9,664 — 9,664
Commercial paper
945 — 945 — 945
U.S. Government securities
1,402 1 1,403 — 1,403
Total financial assets
$ 17,830 $ 5 $ 17,835 $ 5,823 $ 12,012
Liabilities
Level 2
Private placement warrant liability
$ — $ — $ — $ — $ —
Level 3
Derivative warrant liability
— — 26 — —
Total financial liabilities
$ — $ — $ 26 $ — $ —
The Company’s financial assets and liabilities subject to fair value procedures were comprised of the following:
Money Market Funds: The Company holds financial assets consisting of money market funds. These securities are valued using observable inputs, such as quoted prices in active markets for identical assets or liabilities.
11
Table of Contents
Marketable Securities : The Company holds financial assets consisting of fixed-income U.S. government agency securities, corporate bonds, and commercial paper. The securities are valued using prices from independent pricing services based on quoted prices of identical instruments in less active or inactive markets. Additionally, quoted prices of similar instruments in active market or industry models using data inputs such as interest rates and prices that can be directly observed or corroborated in active markets are used to value marketable securities.
2025 Convertible Note : In January 2025, the Company entered into a convertible note agreement with a face value of $ 3,240 (the "2025 Note"). The Company elected the fair value option to account for the 2025 Note. The fair value estimate of the 2025 Note is based on a binomial-lattice model, which represents Level 3 measurements. Significant assumptions include the discount rate used in the model, remaining term, stock price, and volatility. The changes in fair value are recognized in other income (expense), net for each reporting period. See Note 7 for details of the terms and conditions of the 2025 Note.
Derivative Warrant Liabilities: On September 15, 2022 , the Company entered into a convertible note agreement with a face value of $ 10,500 (the "2022 Note"). The Company issued warrants as part of the 2022 Note. The warrants are recorded on the condensed consolidated balance sheets at fair value. The fair value is based on unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The fair value estimate of the warrants was based on a Monte-Carlo simulation model. Inherent in a Monte-Carlo simulation model are assumptions related to price, volatility, risk-free interest rate, term to expiration, and dividend yield. Changes in fair value are recognized in other income (expense) for each reporting period. Derivative Warrant Liability is included within other noncurrent liabilities on the condensed consolidated balance sheets.
In January 2025, in connection with the 2025 Note, the Company issued warrants, which are recorded on the accompanying condensed consolidated balance sheets at fair value. The fair value is based on unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The fair value estimate of the warrants was based on a Black-Scholes model. Inherent in a Black-Scholes model are assumptions related to price, volatility, risk-free interest rate, term to expiration, and dividend yield. Changes in fair value are recognized in other income (expense) for each reporting period. Derivative Warrant Liability is included within other noncurrent liabilities on the condensed consolidated balance sheets.
Private Placement Warrant Liability : The Private Placement Warrants are recorded on the condensed consolidated balance sheets at fair value. The fair value is based on observable Level 2 inputs, specifically, the observable input of the Company's public warrants, as terms of both warrants are substantially similar. Any changes in the fair value of the liability are reflected in other income (expense), net, on the condensed consolidated statements of operations and comprehensive loss. Private Placement Warrant liability is included within other noncurrent liabilities on the condensed consolidated balance sheets.
For the three months ended March 31, 2025 , there were no net transfers between Level 1 and Level 2 inputs.
The following table presents a summary of the changes in fair value of the Company’s Level 3 financial instruments for the three months ended March 31, 2025 (in thousands):
Derivative Warrant Liabilities
2025 Note
Total
Balance at December 31, 2024
$ 26 $ — $ 26
Additions
1,046 3,266 4,312
Change in fair value included in other income (expense), net
( 647 ) ( 33 ) ( 680 )
Balance at March 31, 2025
$ 425 $ 3,233 $ 3,658
The key inputs into the Black-Scholes model for the derivative warrant liability from the 2025 Note valued at March 31, 2025 are as follows:
March 31, 2025
Expected term (years)
4.3
Expected volatility
190.0 %
Risk-free interest rate
3.9 %
Dividend yield
— %
Exercise price
$ 2.22
The key inputs into the binomial-lattice model for the 2025 Note valued at March 31, 2025 are as follows:
March 31, 2025
Expected term (years)
1.2
Expected volatility
200.0 %
Risk-free interest rate
4.0 %
Dividend yield
— %
Estimated credit spread
36.0 %
If factors or assumptions change, the estimated fair values could be materially different. The value of the Company’s convertible note and derivative warrant liabilities would increase if a higher risk-free interest rate was used and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the liabilities, and a lower volatility assumption would decrease the value of the liabilities.
12
Table of Contents
3.
INVENTORIES
Inventory, net of write-downs, as of March 31, 2025 and December 31, 2024 were as follows (in thousands):
March 31, 2025
December 31, 2024
(unaudited)
Raw materials
$ 83 $ 158
Work in-process
— —
Finished goods
18 18
Total inventory, net
$ 101 $ 176
The Company also had $ 256 and $ 209 of noncurrent inventory (raw materials), net of write-downs, classified within other noncurrent assets on the condensed consolidated balance sheet as of March 31, 2025 and December 31, 2024 , respectively.
The Company’s current and noncurrent inventory as of March 31, 2025 and December 31, 2024 was written down by $ 4,668 and $ 4,659 , respectively, in order to reduce inventory to the lower of cost or net realizable value.
4.
PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets as of March 31, 2025 and December 31, 2024 were as follows (in thousands):
March 31, 2025
December 31, 2024
(unaudited)
Prepaid expenses
$ 875 $ 966
Receivable for issuance of common stock
— 1,679
Other
54 61
Total prepaid and other current assets
$ 929 $ 2,706
The Company’s advances to suppliers as of March 31, 2025 and December 31, 2024 were written down by $ 1,041 and $ 1,041 , respectively, associated with the winding down of its legacy Non-Automotive product as part of its revised strategic plan. See Note 15, Restructuring, for further details.
13
Table of Contents
5.
LEASES
The Company leases office facilities in Northern California under non-cancelable operating leases. In July 2024, the Company entered into two new long-term leases, one of which the Company uses as its headquarters.
In August 2024 , one of the Company's existing leases, originally set to expire on November 30, 2026 was terminated early. In conjunction with the early termination, the Company recorded a net gain of $ 491 on termination of the operating lease during the year ended December 31, 2024 . The net gain included a gain of $ 5,954 , comprised of a $ 16,325 net liability reduction, partially offset by a $ 10,371 decrease in its remaining right of use asset. Additionally, in accordance with terms in the lease agreement and based on certain assumptions, the Company recorded a lease termination loss of $ 5,463 , representing estimated unpaid rent for the remaining term. The net gain was recorded in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The lease termination liability was reduced by the draw-down of the $ 2,150 letter of credit by the landlord in August 2024 ; the remaining liability of $ 3,313 as of December 31, 2024 was recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheet.
On April 28, 2025, the Company and the former landlord entered into a settlement agreement to resolve all outstanding disputes related to the early termination of the lease. Under the terms of the agreement, the Company will pay $ 1,400 in cash and issue a warrant to purchase up to 350,000 shares of common stock at an initial exercise price of $ 2.22 per share with an estimated fair value of $ 228 . The settlement was treated as a Type 1 subsequent event, and as a result, the Company adjusted the termination liability to $ 1,628 as of March 31, 2025 and recorded a gain on termination of operating lease of $ 1,685 during three months ended March 31, 2025 . See Note 17, Commitments and Contingencies, for further discussion.
The components of operating lease expenses, excluding the gain on early termination of operating lease, for the three months ended March 31, 2025 and 2024 , are as follows (in thousands):
Three months ended March 31,
2025
2024
Operating lease cost
$ 71 $ 589
Variable lease cost
4 84
Total operating lease cost
$ 75 $ 673
Maturities of lease liabilities, excluding the lease termination liability, are as follows (in thousands):
Operating leases
Years ending - December 31:
(unaudited)
2025 (remaining nine months)
$ 207
2026
283
2027
258
Total lease payments
748
Less amount to discount to present value
( 59 )
Present value of lease liabilities
$ 689
6.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities as of March 31, 2025 and December 31, 2024 are as follows (in thousands):
March 31, 2025
December 31, 2024
(unaudited)
Lease termination liability
$ 1,628 $ 3,313
Accrued payroll
370 347
Operating lease liabilities
269 267
Accrued payroll taxes
126 159
Accrued bonuses
37 2,875
Accrued other
1,256 748
Total accrued expenses and other current liabilities
$ 3,686 $ 7,709
14
Table of Contents
7.
CONVERTIBLE NOTES
2024 Promissory Note
On May 10, 2024 , the Company entered into a Securities Purchase Agreement with an investor for the sale and issuance of 330,823 shares of common stock and a 5 -year promissory note with a principal balance of $ 146 ( “May 2024 Note”) for total gross cash proceeds of $ 1,000 . The May 2024 Note bears interest at an annual rate equal to the Secured Overnight Financing Rate plus 1.0 %, which is compounded quarterly in arrears, and has a maturity date of June 4, 2029 . At maturity, the principal balance and accrued, unpaid and uncapitalized interest can be settled in cash, shares of common stock based on the closing price of the common stock as of the immediately preceding trading day, or any combination of the foregoing at the option of the investor.
2025 Convertible Note
In January 2025, the Company entered into a Securities Purchase Agreement with a certain institutional investor and issued (i) a senior unsecured convertible promissory note (the "2025 Note") for an aggregate principal amount of $ 3,240 for an aggregate purchase price of $ 3,000 and (ii) a warrant to purchase up to 805,263 shares of the Company’s common stock. The 2025 Note, subject to an original issue discount of 7.4 %, has a term of eighteen months and accrues interest at the rate of 7 % per annum. The interest may be settled in cash or shares at the option of the Company and is payable together with monthly redemptions of the outstanding principal amount of the Note. The 2025 Note is convertible into Common Stock, at a per share conversion price equal to $ 2.22 , subject to adjustments noted in the Note.
Beginning April 2025, and the first of each subsequent month (each a "Monthly Redemption Date or an "Installment Date"), the Company shall redeem the Monthly Redemption Amount until the 2025 Note is fully redeemed, payable in cash or, so long as certain equity conditions are met, shares of Common Stock at the option of the Company. The equity conditions that must be met in order for the Company to settle the Monthly Redemption Amount in shares include requirements for the daily volume weighted average price of the Company's Common Stock to exceed $ 0.50 and the average daily trading volume of the Company's Common Stock to exceed $ 100 for the twenty ( 20 ) trading days prior to the applicable Installment Notice Date (which is the sixth ( 6th ) trading day prior to each Installment Date). The Monthly Redemption Amount, in most instances, will be 1/15th of the original principal amount, plus any amount accelerated pursuant to the 2025 Note, accrued but unpaid interest, and late fees, if any. If the Company elects to settle such redemptions in shares of Common Stock, the number of shares to be settled shall be based on an Installment Conversion Price equal to the lower of (i) $ 2.22 or (ii) the greater of $ 0.30 and 90 % of average volume weighted average price of the Common Stock during the five ( 5 ) trading days immediately preceding the applicable Monthly Redemption Date. The investor is permitted to accelerate up to one Monthly Installment Amount, not exceeding five times between Installments, (each, an "Acceleration," and each such amount, an "Acceleration Amount", and the Conversion Date of any such Acceleration, each an "Acceleration Date") at the Acceleration Conversion Price. The Acceleration Conversion Price shall be the lower of (i) $ 2.22 or (ii) the greater of $ 0.30 and 90 % of average volume weighted average price of the Common Stock during the five ( 5 ) trading days immediately preceding the applicable Acceleration Date.
The 2025 Note may not be converted into Common Stock to the extent such conversion would result in the investor and its affiliates having beneficial ownership of more than 19.99 % of our then outstanding shares of Common Stock. This limitation is waived if the Company either obtains stockholder approval as required by the applicable exchange rules or secures a satisfactory written opinion from its counsel stating that such approval is unnecessary.
The Company and investor entered into a registration rights agreement (the “Registration Rights Agreement”) to which the Company is required to file a registration statement registering the resale by the investor of any shares of the Company’s common stock issuable upon conversion, including the resale of shares issuable upon exercise of the associated warrants. The Company is required to meet certain obligations with respect to the timeliness of the filing and effectiveness of the registration statement. The Company filed such registration statement on January 16, 2025, and an amendment thereto on February 25, 2025, which was declared effective by the U.S. Securities and Exchange Commission on March 4, 2025.
The Company elected to apply the fair value option to the measurement of the 2025 Note. As a result of adopting the fair value option no embedded derivatives are bifurcated from the 2025 Note. The Company classifies the 2025 Note as a liability at fair value and will remeasure the 2025 Note to fair value at each reporting period. The total proceeds received from the investor of $ 3,000 is allocated between the 2025 Note and the related warrants issued using the relative fair value method at issuance date. This resulted in an initial fair value of $ 3,266 being allocated to the 2025 Note, and $ 1,046 allocated to the associated warrants (see Note 2 for further details). The Company recorded a non-cash issuance costs of $ 1,312 , representing the difference between the fair value and proceeds received, within Interest expense and other on the condensed consolidated statement of operations. The fair value measurement includes the assumption of accrued interest and expense and thus a separate amount is not reflected on the condensed consolidated statement of operations.
As of March 31, 2025, the 2025 Note has an outstanding principal balance and accrued interest of $ 3,296 and is recorded as a current liability at fair value of $ 3,233 .
15
Table of Contents
8.
INTEREST EXPENSE AND OTHER
Interest expense and other for the three months ended March 31, 2025 and 2024 consisted of the following (in thousands):
Three months ended March 31,
2025
2024
Common stock purchase agreements costs
$ 111 $ —
Debt issuance costs
1,984 —
Amortization of premiums (accretion of discounts) on marketable securities, net
( 91 ) ( 271 )
Expected credit losses
— 14
Other
104 ( 60 )
Interest expense and other
$ 2,108 $ ( 317 )
9. STOCKHOLDERS' EQUITY
New Circle Principal Investments LLC ( “ New Circle ” ) Common Stock Purchase Agreement (the “ CSPA ” )
On July 25, 2024 , the Company entered into a CSPA and a Registration Rights Agreement with New Circle. Under the terms and subject to the conditions of the CSPA, the Company has the right, but not the obligation, to sell to New Circle, and New Circle is obligated to purchase up to the lesser of (i) $ 50,000 of the Company’s common stock, or (ii) the Exchange Cap equal to 1,721,755 shares of the Company's common stock, unless the Company’s stockholders approve the issuance of shares in excess of the Exchange Cap, or the average price of all applicable sales of common stock to New Circle equals or exceeds $1.41 per share. The Company has sole discretion to initiate such sales of common stock over a period of 36 months. In all instances, the Company may not sell shares of its common stock to New Circle under the CSPA if doing so would result in New Circle beneficially owning more than 4.99 % of the Company's common stock.
The purchase price per share to be purchased by New Circle shall equal either (i) the lowest volume-weighted average price for common stock over a one -day trading period or intraday trading period on the applicable purchase date multiplied by 96.5 %, or (ii) the volume-weighted average price for common stock for the three consecutive trading days commencing on the purchase notice date multiplied by 97.5 %. The maximum number of shares the Company may sell to New Circle on any single business day is the lesser of (i) the number of shares equal to 100.0 % of the average daily trading volume of the common stock of the Company during the five trading days immediately preceding the purchase notice, and (ii) 400,000 shares of common stock.
In connection with the CSPA, the Company issued to New Circle 225,563 shares of common stock in the Company as commitment shares for the facility. At issuance, the 225,563 shares of common stock had a fair value of $ 282 . The Company also recorded a final cash commitment fee of $ 200 . The fair value of the commitment shares and the final commitment fee were recorded to Interest expense and other in the Company’s condensed consolidated statements of operations and comprehensive loss. The Company determined that the right to sell additional shares represents a freestanding put option under ASC 815, Derivatives and Hedging , and as such, the financial instrument was classified as a derivative asset with a fair value of zero at inception of the CSPA on July 25, 2024 .
The Company has issued 3,480,713 shares of its common stock to New Circle under the CSPA for gross proceeds totaling $ 6,480 through March 31, 2025.
Alliance Global Partners ( “ A.G.P. ” ) At Market Issuance Sales Agreement (the “ ATM Agreement ” )
On September 12, 2024 , the Company entered into the ATM and a Registration Rights Agreement with A.G.P. Under the terms and subject to the conditions of the ATM Agreement, the Company may issue and sell through AGP the Company’s common stock having an aggregate offering price of up to $ 2,600 ("Placement Shares") from time to time through an "at-the-market" equity offering program. The Company has sole discretion to initiate such sales of common stock over a period of 36 months. Under the terms and subject to the conditions of the ATM Agreement, the Company will set the parameters for the sale of shares, including the number or dollar amount of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Company will pay a cash commission rate of up to 3.0 % of the gross proceeds from the sale of Placement Shares sold pursuant to the ATM Agreement.
In January 2025, the Company increased the amount of the Company's common stock that it may issue and sell through A.G.P. under the ATM Agreement, having a new aggregate value offering of up to $ 15,292 . The Company has sold 5,887,640 shares under the ATM Agreement for gross proceeds totaling $ 8,244 through March 31, 2025.
16
Table of Contents
10.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2025 and 2024 are as follows (in thousands):
Unrealized gains on available-for-sale securities
Balance at December 31, 2024
$ 5
Other comprehensive gain, net of tax
1
Balance at March 31, 2025
$ 6
Unrealized gains (losses) on available-for-sale securities
Balance at December 31, 2023
$ 10
Other comprehensive loss, net of tax
( 14 )
Balance at March 31, 2024
$ ( 4 )
11.
NET LOSS PER SHARE
The following table sets forth the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except share amounts and per share data):
Three months ended March 31,
2025
2024
Numerator:
Net loss attributable to common stockholders
$ ( 8,016 ) $ ( 10,219 )
Denominator:
Weighted average common shares outstanding - Basic
17,448,617 6,352,835
Weighted average common shares outstanding - Diluted
17,448,617 6,352,835
Net loss per share attributable to common stockholders - Basic and Diluted
$ ( 0.46 ) $ ( 1.61 )
Due to net losses for the three months ended March 31, 2025 and 2024 , basic and diluted net loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The following table sets forth the anti-dilutive common share equivalents for the periods listed:
Three months ended March 31,
2025
2024
Common stock options issued and outstanding
134,242 205,910
Unvested restricted stock units
401,857 494,216
Warrants
1,124,706 319,443
Common Stock Purchase Agreements
33,657,478 842,180
Conversion of convertible notes
2,975,504 —
ESPP
81,070 33,655
Total
38,374,857 1,895,404
17
Table of Contents
12.
STOCK-BASED COMPENSATION
The following table summarizes stock-based compensation expense recorded in each financial statement line item in the Company’s condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024 (in thousands):
Three months ended March 31,
2025
2024
Research and development
$ 695 $ 1,209
Sales and marketing
129 182
General and administrative
1,677 1,623
Total stock-based compensation
$ 2,501 $ 3,014
13.
SEGMENT INFORMATION
The Company adopted ASU 2023 - 07 during the year ended December 31, 2024. The Company has one reportable segment managed on a consolidated basis by the Chief Executive Officer (CEO) who is the chief operating decision maker (“CODM”). In identifying one reportable segment, the Company considered the basis of organization for the design and development of high-performance, active lidar systems and applications.
The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance and decides how to allocate resources based on consolidated net loss as reported in the consolidated statements of operations and comprehensive loss. There are no other expense categories regularly provided to the CODM that are not already included in the consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the balance sheet as cash, cash equivalents and marketable securities.
14.
REVENUE
Sale of Prototypes
The Company recorded revenue for prototype sales of $ 0 and $ 20 in the three months ended March 31, 2025 and 2024 , respectively. The Company does not incur significant contract costs in fulfilling or obtaining its contracts with customers.
D evelopment Contracts
The Company has entered into research and development contracts as well as a sales, marketing and technical support services contract with companies primarily in the automotive industry. The Company assessed the number of performance obligations associated with the promises under each agreement, primarily the delivery of customized 4Sight TM perception-related goods and services, and recognized $ 64 and $ 0 in revenue for performance obligations that had been satisfied as of March 31, 2025 and 2024 , respectively, in the condensed consolidated statements of operations and comprehensive loss.
18
Table of Contents
Disaggregation of Revenue
The Company recognized the following revenues by geographic area based on the primary billing address of the customer and by the timing of the transfer of goods or services to customers (point in time or over time), as it believes such criteria best depict how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above is as follows (in thousands):
Three months ended March 31,
2025
2024
Revenue by primary geographical market:
United States
$ — $ 15
Europe
64 5
Total
$ 64 $ 20
Revenue by timing of recognition:
Recognized at a point in time
$ — $ 20
Recognized over time
64 —
Total
$ 64 $ 20
Contract Liabilities
There were no changes in contract liabilities balance for the three months ended March 31, 2025 and 2024 and there were no remaining performance obligations as of March 31, 2025 , and December 31, 2024.
Remaining Performance Obligations
Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The contract liabilities balance represents the remaining performance obligations for contracts with an original duration of greater than one year.
15.
RESTRUCTURING
In 2023, the Company implemented a revised strategic plan, which focused on reducing fixed operating activities by simplifying business operations and focusing development and commercial activities on a single unifying product for both the Automotive and Non-Automotive markets. As part of its effort to reduce fixed operating costs, focus operations, simplify supply chains and streamline manufacturing to unify around a single product – Apollo, the company wound down support for its legacy Non-Automotive product. In August 2024, the Company further reduced fixed operating costs and terminated its headquarters lease and in 2025, settled the amount of the lease termination liability. See discussion in Note 5, Leases and Note 17, Commitment and Contingencies for the settlement of the lease termination liability.
19
Table of Contents
Restructuring charges are summarized as follows as of March 31, 2025 (in thousands):
Losses on purchase commitments
Lease Termination Liability
Other
Total
Balance as of December 31, 2024
$ 297 $ 3,313 $ 5 $ 3,615
Adjustments
— ( 1,685 ) — ( 1,685 )
Cash payments
( 30 ) — — ( 30 )
Balance as of March 31, 2025
$ 267 $ 1,628 $ 5 $ 1,900
16.
INCOME TAXES
For the three months ended March 31, 2025 and 2024 , the Company recognized $ 2 and $ 2 provision for income taxes, respectively. The income tax rates vary from the federal and state statutory rates due to the valuation allowances on the Company’s net operating losses and foreign tax rate differences. The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter.
17.
COMMITMENTS AND CONTINGENCIES
Legal matters
The Company may be subject to legal proceedings and claims that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
On August 28, 2024 , the Company was served with a complaint that was filed in the Superior Court of California for the County of Alameda on August 26, 2024 that ( 1 ) alleges the Company was in breach of the lease for its former headquarters office in Dublin, California because of the Company’s failure to pay rent as required by the lease and ( 2 ) provides notice that the lease had been terminated by the landlord effective as of August 23, 2024. The landlord claimed that the amount owed could be up to $ 8,500 . Thereafter, in August 2024, the landlord fully drew down the standby letter of credit of $ 2,150 , which was held as security for the payment of rent, due to the alleged default of the lease. On April 28, 2025, the Company and the former landlord entered into a settlement agreement to resolve all outstanding disputes related to the early termination of the lease. Under the terms of the agreement, the Company will pay $ 1,400 in cash and issue a warrant to purchase up to 350,000 shares of common stock at an initial exercise price of $ 2.22 per share.
18.
SUBSEQUENT EVENTS
On April 28, 2025, the Company and the former landlord entered into a settlement agreement to resolve all outstanding disputes related to the early termination of the lease. The settlement was treated as a Type 1 subsequent event and the lease termination liability was adjusted from $ 3,313 as of December 31, 2024 to $ 1,628 as of March 31, 2025 , reflecting the final settlement of $ 1,400 in cash and 350,000 of warrants, which were valued at $ 228 .
20
Table of Contents
Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations
This Management ’ s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that are based on current expectations, estimates, assumptions, and projections about our industry, business, and future financial results. Our actual results and the timing of events may differ materially from those described in or implied by these forward-looking statements due to a number of factors, including those discussed below and those set forth under “ Risk Factors ” herein and other filings we make with the SEC from time to time. Unless the context otherwise requires, references in this Management ’ s Discussion and Analysis of Financial Condition and Results of Operations to “ we, ” “ our, ” “ us, ” and “ AEye, ” refer to the business and operations of AEye, Inc.
Overview
This overview provides a high-level discussion of our operating results and some of the trends that affect our business. We believe that an understanding of these trends is important to understanding our financial results for the three months ended March 31, 2025, as well as our future prospects. This summary is not intended to be exhaustive, nor is it intended to be a substitute for the detailed discussion and analysis provided elsewhere in this Quarterly Report, including our condensed consolidated financial statements and accompanying notes.
All dollar amounts expressed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in thousands of dollars, except for per share amounts and unless otherwise specified.
Key Factors Affecting Our Operating Results
We believe that our future performance and success depends, to a substantial extent, on our ability to capitalize on the opportunities described herein, which in turn are subject to significant risks and challenges, including those discussed below and the risk factors described in the “Risk Factors” section of this Quarterly Report on Form 10-Q.
We are subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to:
•
the possibility of not being able to successfully develop or commercialize our products;
•
securing additional capital in a timely manner in order to meet operating cash flow needs; doing so on terms that are favorable to us, or at all, which may be challenging given the current capital markets and overall macroeconomic conditions;
•
maintain and establish relationships with one or more Tier 1 automotive suppliers to facilitate “design wins” with potential end customers, which in our case are automotive OEMs;
•
develop and protect our intellectual property;
•
changing international trade policies, including the imposition or modification of tariffs, increasing trade tensions, and the implementation of potential trade restrictions;
•
comply with existing and new or modified laws and regulations applicable to our business;
•
maintain and enhance the value of our reputation and brand;
•
hire, integrate, and retain talented people at all levels of our organization; and
•
successfully develop new solutions to enhance the experience of, and deliver value to, our customers.
21
Table of Contents
Market Trends and Uncertainties
We anticipate growing demand for our 4Sight TM Intelligent Sensing Platform across our two major markets, Automotive and Non-Automotive. We believe this expected growth will enable us to capture market share across both the Automotive and Non-Automotive markets. We plan to pursue opportunities in advanced driver-assistance systems, or ADAS, autonomous driving, and commercial trucking, while also exploring opportunities in the Non-Automotive market, such as in the railway, security, and intelligent transportation systems, or ITS segments. This diversified approach provides us with multiple opportunities for sustained growth by enabling new applications and product features across a broad range of industries and market segments. However, as our customers continue their R&D projects to commercialize solutions that rely on lidar technology, it is difficult to estimate the timing of ultimate end market demand and customer adoption. In the Automotive market for example, our growth and financial performance will be heavily influenced by our ability to successfully integrate into OEM programs that require years of development, testing, and validation. Because of the size and complexity of these OEM programs, having Tier 1 partnerships should provide a substantial competitive advantage over our competitors given their large scale, mass-production capabilities, and existing OEM relationships held by our Tier 1 partners. If we fail to remain engaged with one or more Tier 1 automotive suppliers, it may have an adverse effect on our business. The markets for lidar are projected to see significant growth in both the near and long-term.
As is common in early-stage companies with limited operating histories, we are subject to risks and uncertainties such as those described in Part II, Item 1A of this Quarterly Report on Form 10-Q. Since inception, we have incurred net losses and negative cash flows from operations and expect to continue incurring losses up to commercialization which means we are dependent upon raising additional capital to provide the cash necessary to continue our ongoing operations. As a result, it remains critical for us to preserve cash and manage spending to extend our liquidity. We also plan to improve our liquidity position through securing additional financing, engaging with partners and OEMs, and executing on our critical milestones. However, successfully raising capital is outside of our control and there can be no assurance that we will be able to obtain additional financing on terms acceptable to us, on a timely basis, or at all.
During the three months ended March 31, 2025, we raised $11,055 in gross proceeds through share issuances on our stock purchase agreements and a convertible note. We also have access to additional liquidity through our equity line of credit and ATM facilities.
Partnerships and Commercialization
Our technology is designed to be a key enabler in certain Automotive and Non-Automotive market applications. Because our technology must be integrated into a broader solution by our customers, it is critical that we achieve design wins with these customers. The time to achieve a design win varies based on the market and application. We consider design wins to be critical to our future success, although the revenue that may be generated by each design win and the time necessary to achieve such a design win can vary significantly, making it difficult to predict our financial performance. In large part, we plan to unify our supply chain for the Automotive and Non-Automotive markets and leverage our Tier 1 automotive suppliers to produce products for our resale in our Non-Automotive markets, whereas in the Automotive markets, we anticipate licensing our technology to our Tier 1 suppliers in exchange for a royalty. The unified supply chain should allow us to leverage the scale, efficiencies, and volume associated with supplying the Automotive market to benefit our Non-Automotive market customers. During 2023, as part of our effort to reduce fixed operating costs, focus operations, simplify supply chains, and streamline manufacturing, we wound down support for our legacy Non-Automotive product. Since the launch of our new product, Apollo, in 2024, we have seen renewed interest from Non-Automotive customers across a broad range of sectors and are actively engaged on multiple opportunities.
In early 2024, we engaged LITEON as our Tier 1 automotive supplier and are actively working with them to bring our product to market. We recently announced the successful production of the first Apollo units by LITEON, which we believe demonstrates an ability to produce units at scale. This partnership has enabled us to leverage LITEON’s manufacturing expertise to produce high-quality samples that meet stringent performance standards, which is a critical step towards scaling production and delivering our advanced lidar solutions to the market. In May 2024, we announced a strategic partnership with ATI and LighTekton Co., Ltd to manufacture and distribute our products in China. This collaboration provides us with access to a potential $2.5 billion market opportunity. By leveraging ATI's and LighTekton's extensive networks and manufacturing capabilities, we aim to accelerate our market penetration and deliver our advanced lidar solutions to a broader audience. We have also made substantial progress in our collaboration efforts with Nvidia, demonstrating significant advances in the high-speed and long-range detection performance of our lidar systems, which we believe puts us on track for future integration with their Hyperion platform, with Apollo having entered Nvidia’s independent testing phase. Given these engagements are relatively recent, there is no guarantee that these endeavors will be successful.
We believe our revenue and profitability will also be dependent upon our success in licensing our technology to Tier 1 automotive suppliers, such as our current Tier 1 partner, LITEON, and these partners securing program awards from OEMS and scaling to high volume production of our lidar sensors. Delays in autonomy programs by OEMs that we are currently or plan to be working with through our Tier 1 partners could result in us being unable to achieve our revenue and profitability targets in the time frame we anticipate, or at all.
22
Table of Contents
Gross Margin
Our gross margins will depend on numerous factors, including, among others, the selling price of our products, pricing of our development contracts with customers, royalty rates on licenses we grant to our customers, unit volumes, product mix, component costs, personnel costs, contract manufacturing costs, overhead costs, and product features. Our gross margins have in the past, and may continue to be, negatively impacted by inventory write-downs. In the future, we expect to generate attractive gross margins from licensing our lidar technology and software to our Tier 1 partners in the Automotive market. We also anticipate being able to leverage on our foundation in the Automotive market to move to other markets.
To date, our revenue has primarily been generated through development contracts with OEMs and Tier 1 suppliers, as well as unit sales of our products to Non-Automotive market customers. These development contracts primarily focus on customization of our proprietary 4Sight TM product capabilities to our customers’ applications, typically involving software implementation to assist with sensor connection and control, customization of scan patterns, and enhancement of particular perception capabilities to meet specific customer needs. In general, development contracts that require more complex configurations have higher prices. We expect development contracts to remain a significant part of our business in the near term, but represent a smaller share of our total revenue over time as we increase our focus on technology licensing in the Automotive market and leverage these economies of scale to expand into the Non-Automotive market.
Investment and Innovation
Our proprietary adaptive intelligent lidar technology delivers industry-leading performance, addressing the toughest challenges in achieving partial or full autonomy. Unlike traditional sensing systems that passively collect data, our active 4Sight TM Intelligent Sensing Platform employs principles from automated targeting systems and biomimicry to actively scan the environment, intelligently focusing on critical elements to enable safer, smarter, and faster decisions in complex scenarios.
In June 2024, we introduced Apollo, the first product in our 4Sight™ Flex family of next-generation lidar sensors. Apollo offers best-in-class range and resolution in a compact, power-efficient, and cost-effective form factor, making it ideal for both automotive and non-automotive applications. Apollo can be integrated behind the windshield, on the roof, or in the grille, allowing OEMs to implement essential safety features with minimal impact on vehicle design. This innovative sensor leverages our 4Sight™ Intelligent Sensing Platform, providing a highly programmable and customizable lidar solution that can be continually enhanced via software updates. With a horizontal field of view up to 120° and long-range detection capabilities of up to 1 km, Apollo is poised to be a key player in advancing vehicle safety and autonomy, as well as smart infrastructure and logistics applications.
We believe our financial performance is significantly dependent on our ability to maintain a technology leadership position. This is further dependent on the investments we make in research and development and our ability to commercialize our products. We believe price is becoming a critical differentiator in the marketplace and OEMs are favoring companies that have the infrastructure to build lower cost products at higher volumes. It is essential that we continually identify and respond to rapidly evolving customer requirements, develop and introduce innovative new products, enhance and service existing products, lower bill of materials, or BOM, costs, industrialize the manufacturing process, and generate strong market demand for our products. If we fail to do this, our market position and revenue may be adversely affected, and our investments in that area will not be recovered.
Basis of Presentation
We currently conduct our business through one operating segment.
Components of Results of Operations
Total Revenues
Our prototype sales revenue primarily related to unit sales of our 4Sight TM product. Revenue from prototype sales is typically recognized at a point in time when the control of goods is transferred to the customer, generally upon delivery or shipment to the customer. Revenue from development and/or collaboration arrangement contracts are earned from R&D activities and collaboration with OEMs and Tier 1 suppliers. These contracts primarily focus on customization of our proprietary 4Sight TM capabilities to our customers’ applications, typically involving software implementation to assist with sensor connection and control, customization of scan patterns, and enhancement of perception capabilities to meet specific customer needs. Revenue from development contracts is recognized when we satisfy performance obligations in the contract, which can result in recognition at either a point in time or over time. This assessment is made at the outset of the arrangement for each performance obligation.
Cost of Revenue
Cost of revenue includes the costs directly associated with the production of prototypes and certain costs associated with development contracts. Such costs for prototypes include direct materials, direct labor, indirect labor, inventory write downs, losses on purchase commitments, warranty expense, and allocation of overhead. Costs associated with development contracts include the direct costs and allocation of overhead costs involved in the execution of the contracts.
23
Table of Contents
Operating Expenses
Research and Development
Our research and development, or R&D, efforts are focused primarily on hardware, software, and system engineering related to the design and development of our advanced lidar solutions. R&D expenses include:
•
personnel-related expenses, including salaries, benefits, bonuses, one-time termination benefits, and stock-based compensation expense;
•
third-party engineering and contractor costs;
•
lab equipment;
•
engineering parts and test units;
•
new hardware and software expenses; and
•
allocated personnel and overhead expenses.
R&D costs are expensed as they are incurred. We expect our R&D costs to increase slightly from 2024 as we continue to invest in the development of our Apollo product.
Sales and Marketing
Our sales and marketing, or S&M, efforts are focused primarily on sales, business development, and marketing programs in pursuit of revenue contracts from potential and existing customers. S&M expenses include:
•
personnel-related expenses, including salaries, benefits, bonuses, one-time termination benefits, and stock-based compensation expense;
•
demonstration equipment;
•
trade shows expenses, advertising, and promotions expenses for press releases and other public relations services; and
•
allocated personnel and overhead expenses.
We expect our S&M expenses to increase as we pursue Non-Automotive opportunities to accelerate profitability while continuing to leverage our Tier 1 partners to commercialize our products and manage relationships with the OEMs in the Automotive market.
General and Administrative
Our general and administrative, or G&A, spending supports all business functions. G&A expenses include:
•
personnel-related costs, including salaries, benefits, bonuses, one-time termination benefits, and stock-based compensation expense for executive, finance, legal, operations, human resources, technical support, and other administrative personnel;
•
consulting, accounting, audit, legal, and other professional fees;
•
insurance premiums, software and computer equipment costs, general office expenses; and
•
allocated overhead expenses.
We expect our G&A expenses to decrease slightly with reduced facility costs and professional fees, while continuing to incur expenses to support other departments as we continue to develop and commercialize our Apollo product.
Change in Fair Value of Convertible Note and Warrant Liabilities
The changes in fair value of the 2025 Note and warrant liabilities are the result of the change in fair value at each reporting date. The 2025 Note and warrant liabilities are recorded at fair value for each reporting period, and the changes in fair value are reported within other income (expense), net during the period. We also elected to record interest expense on the 2025 Note as changes in fair value.
24
Table of Contents
Interest Income, Interest Expense and Other
Interest income and other consists primarily of interest earned on our cash, cash equivalents, and marketable securities. These amounts will vary based on our cash and cash equivalents balances and market rates. Interest income and other also includes gains on sale of property and equipment. Interest expense and other consists primarily of financing costs, and amortization of premiums and accretion of discounts on marketable securities, net.
Results of Operations
Comparison of the three months ended March 31, 2025 and 2024
The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and notes included elsewhere in this report. The following table sets forth our consolidated results of operations data for the three months ended March 31, 2025 and 2024 (in thousands, except for percentages):
Three months ended March 31,
Change
Change
2025
2024
$
%
Revenue
$
64
$
20
$
44
220
%
Cost of revenue
96
263
(167
)
(63
)%
Gross loss
(32
)
(243
)
211
(87
)%
Research and development
3,490
4,532
(1,042
)
(23
)%
Sales and marketing
383
341
42
12
%
General and administrative
2,895
5,615
(2,720
)
(48
)%
Total operating expenses
6,768
10,488
(3,720
)
(35
)%
Loss from operations
(6,800
)
(10,731
)
3,931
(37
)%
Change in fair value of convertible note and warrant liabilities
680
2
678
33900
%
Interest income and other
214
195
19
10
%
Interest expense and other
(2,108
)
317
(2,425
)
(765
)%
Total other income (expense), net
(1,214
)
514
(1,728
)
(336
)%
Loss before income tax expense
(8,014
)
(10,217
)
2,203
(22
)%
Provision for income tax expense
2
2
—
—
%
Net loss
$
(8,016
)
$
(10,219
)
$
2,203
(22
)%
Revenue
Revenues increased by $44, or 220%, to $64 for the three months ended March 31, 2025, from $20 for the three months ended March 31, 2024. This increase is primarily due to contract development revenues, partially offset by lower prototype unit sales in the current quarter.
Cost of Revenue
Cost of revenue decreased by $167, or 63%, to $96 for the three months ended March 31, 2025, from $263 for the three months ended March 31, 2024. This decrease was primarily due to fewer units sold in the current quarter to Non-Automotive customers. The decrease was also due to inventory write-downs and losses on purchase commitments recorded in the three months ended March 31, 2024, which was primarily associated with transitioning to certain higher-grade components in our products for the Automotive market as a result of our revised strategic plan.
Operating Expenses
Research and Development
Research and development expenses decreased by $1,042, or 23%, to $3,490 for the three months ended March 31, 2025, from $4,532 for the three months ended March 31, 2024. This decrease was primarily driven by decreases in personnel costs of $323, stock-based compensation expense of $477, and information technology and facilities expense of $463. The decrease was offset by a $350 increase in fees paid to third parties for development work.
25
Table of Contents
Sales and Marketing
Sales and marketing expenses increased by $42, or 12%, to $383 for the three months ended March 31, 2025, from $341 for the three months ended March 31, 2024. This increase was primarily driven by increases in allocated personnel costs of $294 as we pursue Non-Automotive opportunities. The increase is partially offset by decreases in stock-based compensation of $181 and facilities and information technology allocations of $90.
General and Administrative
General and administrative expenses decreased by $2,720, or 48%, to $2,895 for the three months ended March 31, 2025, from $5,615 for the three months ended March 31, 2024. This decrease was primarily driven by a favorable adjustment of $1,685 upon settlement of a lease dispute, decreases in personnel cost of $803 and insurance of $106. These decreases were partially offset by an increase in stock-based compensation of $146.
Change in Fair Value of Convertible Note and Warrant Liabilities
Change in fair value of convertible note and warrant liabilities increased by $678 to a gain of $680 for the three months ended March 31, 2025, from a gain of $2 for the three months ended March 31, 2024. This increase was primarily due to the change in fair value of the the 2025 Note and related warrants in January 2025.
Interest Income and Other
Interest income and other increased by $19, or 10%, to $214 for the three months ended March 31, 2025, from $195 for the three months ended March 31, 2024. This increase was primarily due to higher interest earned on our cash equivalents and marketable securities in the current period.
Interest Expense and Other
Interest expense and other increased by $2,425, or 765%, to a net expense of $2,108 for the three months ended March 31, 2025, from a net income of $317 for the three months ended March 31, 2024. This increase was primarily due to an increase in costs related to financing arrangements of $2,095 and a decrease in amortization of premiums on marketable securities, net, of $180.
Provision for Income Tax Expense
Provision for income tax expenses remained constant at $2 for the three months ended March 31, 2025 and March 31, 2024.
Net Loss
Net loss decreased by $2,203, or 22%, to $8,016 for the three months ended March 31, 2025, from $10,219 for the three months ended March 31, 2024. This decrease was primarily due to decreases in personnel and facilities expenses, partially offset by increased investments in the development of Apollo.
Liquidity and Capital Resources
Sources of Liquidity
Our capital requirements will depend on many factors, including, but not exclusively, sales volume and timing of revenue, our efforts to establish and maintain a relationship with one or more Tier 1 automotive suppliers and the timing of any OEM design wins, our ability to extend our cash runway based on the restructuring initiatives announced in prior years, the timing and extent of spending to support R&D efforts, how quickly we can commercialize our products, and the market adoption of new and enhanced products and features. As of March 31, 2025, our cash, cash equivalents, and marketable securities totaled $25,926. For the three months ended March 31, 2025 and 2024, we had a net loss of $8,016 and $10,219, respectively. We anticipate that we will continue to incur losses for at least the next several years.
Our principal sources of liquidity have been proceeds received from the issuance of equity.
Tumim Stone Transaction
In December 2021, we entered into a Purchase Agreement with Tumim Stone Capital LLC, or Tumim Stone, pursuant to which we had the right, but not the obligation, to issue and sell to Tumim Stone over a 36-month period, up to $125,000 of our common stock. On May 6, 2022, we filed a Registration Statement on Form S-1, which related to the offer and resale of up to 1,028,847 shares of our common stock to be purchased by Tumim Stone, pursuant to the Purchase Agreement. On July 24, 2024, this Purchase Agreement was terminated in conjunction with us entering into a Common Stock Purchase Agreement with New Circle. In total, 996,866 shares were issued under the Tumim Stone Purchase Agreement for gross proceeds totaling $5,516.
26
Table of Contents
2022 Convertible Note
In September 2022, we entered into a Securities Purchase Agreement, with an investor allowing for the sale and issuance of up to two convertible notes, each with cash proceeds of $10,000, for a total of $20,000 in proceeds between the two issuances (each, a "Note Closing"). On September 15, 2022, we closed the first Note Closing with the investor and received cash proceeds of $9,850 (net of fees paid to the investor). On March 15, 2024, our right to effect a Second Closing under the Securities Purchase Agreement terminated.
Shelf Registration
On September 26, 2023, the U.S. Securities and Exchange Commission declared our registration statement on Form S-3 to be effective, which allows us to raise up to $200,000 in capital over the next three years subject to a limitation of one-third of our public float over a rolling twelve-month period, when our public float is below $75 million (which it is as of the date of this Quarterly Report on Form 10-Q is filed), which is referred to as the “baby shelf" rules.
Dowslake Transaction
On May 10, 2024, we entered into a Securities Purchase Agreement with Dowslake Microsystems Corporation, or Dowslake, pursuant to which Dowslake agreed to purchase 330,823 shares of common stock for a purchase price of $854, which represents a per share purchase price of $2.58, and an unsecured promissory note in the principal amount of $146 for an aggregate purchase price of $1,000.
Registered Direct Offering
On May 29, 2024, we entered into a Securities Purchase Agreement with certain institutional investors pursuant to which we agreed to issue and sell, in a registered direct offering, an aggregate of 727,706 shares of common stock at a per share purchase price of $3.448 for gross proceeds of approximately $2,509, before deducting estimated offering expenses payable by us.
New Circle Transaction
On July 25, 2024, we entered into a Stock Purchase Agreement with New Circle Principal Investments LLC, or New Circle, pursuant to which we have the right, but not the obligation, to sell to New Circle, and New Circle is obligated to purchase, up to $50,000 of our common stock. Such sales of common stock by us, if any, and may occur from time to time at our sole discretion, over a 36-month period. As of March 31, 2025, we have issued 3,255,150 shares of our common stock to New Circle under the CSPA for gross proceeds totaling $6,480.
A.G.P. Transaction
On September 12, 2024, we entered into an At Market Issuance Sales Agreement with Alliance Global Partners, or A.G.P., pursuant to which we may issue and sell through A.G.P., up to $15,292 of our common stock from time to time through an "at-the-market" equity offering program. Such sales of common stock by us, if any, may occur from time to time at our sole discretion, over a 36-month period. As of March 31, 2025, we have sold 5,887,640 shares under the ATM Agreement for gross proceeds totaling $8,244.
2025 Convertible Note
In January 2025, we entered into a Securities Purchase Agreement to finance an aggregate principal amount of up to $3,240 with a certain institutional investor and issued (i) a senior unsecured convertible promissory note (the "2025 Note") for an aggregate purchase price of $3,000 and (ii) a warrant to purchase up to 805,263 shares of the Company’s common stock. The 2025 Note, subject to an original issue discount of 7.4%, has a term of eighteen months and accrues interest at the rate of 7.0% per annum. The 2025 Note is convertible into Common Stock, at a per share conversion price equal to $2.22, subject to adjustments noted in the Note. The Warrant has an initial exercise price of $2.22, and is exercisable after the six month and one day anniversary of its issuance (the “Initial Exercisability Date”) until for four years following the Initial Exercisability Date.
Until we are able to generate sufficient revenue from the sale of our products to cover operating expenses, working capital, and capital expenditures, we expect the funds raised in the transactions described earlier, and other potential sources of capital, to fund our near-term cash needs.
If we are required to raise additional funds by issuing equity securities, dilution of stockholders will result. Any debt securities issued may also have rights, preferences, and privileges senior to those of holders of our common stock. The terms of debt securities or borrowings could impose significant restrictions on our operations. We may also be unable to raise additional capital through the sale of securities and debt financing, or to do so on terms that are favorable to us, particularly given current capital market and overall macroeconomic conditions.
27
Table of Contents
Accounting Standards Codification, or ASC, Subtopic 205-40, Presentation of Financial Statements - Going Concern , requires us to assess our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. We expect that our expenses will continue to exceed our operating income and, as a result, we may need additional capital resources to fund our operations. We believe that our potential liquidity and the implementation of our plans should we be unable to secure additional financing will sufficiently alleviate the risk of substantial doubt about our ability to continue as a going concern and will enable us to fund our operating expenses, working capital, and capital expenditure requirements for a period of at least twelve months from the date of this Quarterly Report on Form 10-Q. For additional discussion of our plans, see Note 1 in the Notes to the Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q. If our cash needs are greater than we anticipate, we may be required to reduce our operating expenses further or raise additional capital sooner. Given the current macroeconomic environment, OEMs appear to be more cautious about their capital spending and investments into new technologies and as a result we have seen the timelines for certain opportunities delayed, which may negatively impact the time for us to reach positive cash flows from operations. Our plans for the use of cash in the long term (beyond twelve months from this Quarterly Report on Form 10-Q) are primarily related to funding operating expenses to support the commercialization of our products. For additional information regarding our cash requirements from lease obligations, lease termination liability and contractual obligations, see Notes 5 and 17 to the Condensed Consolidated Financial Statements in Item 1of Part I of this Quarterly Report on Form 10-Q.
Cash Flow Summary
Three months ended March 31,
2025
2024
(in thousands)
Net cash provided by (used in):
Operating activities
$
(7,803
)
$
(7,885
)
Investing activities
$
(8,578
)
$
368
Financing activities
$
11,382
$
120
Operating Activities
For the three months ended March 31, 2025, net cash used in operating activities was $7,803. Factors affecting our operating cash flows during this period were net loss of $8,016, a gain on termination of an operating lease of $1,685, and change in fair value of convertible notes and warrant liabilities of $680, partially offset by stock-based compensation of $2,501, debt issuance costs of $1,984, and common stock purchase agreement costs of $111. Within operating activities, the net changes in operating assets and liabilities were cash used of $2,056, primarily driven by decreases in accrued expenses and other liabilities and operating lease liabilities of $2,408 and $57, respectively. Cash used was offset by cash provided by decreases in prepaid and other current assets and other noncurrent assets of $98 and $80, respectively, and an increase in accounts payable of $222.
For the three months ended March 31, 2024, net cash used in operating activities was $7,885. Factors affecting our operating cash flows during this period were a net loss of $10,219, amortization of premiums and accretion of discounts on marketable securities, net of $252, offset by stock-based compensation of $3,014, and noncash lease expense of $364. Within operating activities, the net changes in operating assets and liabilities were cash used of $852, primarily driven by decreases in accrued expenses and other liabilities, operating lease liabilities, and other noncurrent liabilities of $1,343, $397, and $358, respectively. Cash used was offset by cash provided by a decrease in prepaid and other current assets of $772 and an increase in accounts payable of $309.
Investing Activities
For the three months ended March 31, 2025, net cash used in investing activities was $8,578. The primary factors affecting net cash used in investing activities during this period were the purchases of marketable securities of $14,303, partially offset by redemptions and maturities of marketable securities of $5,731.
For the three months ended March 31, 2024, net cash provided by investing activities was $368. The primary factors affecting net cash provided by investing activities during this period were the proceeds from redemptions and maturities of marketable securities of $6,500, partially offset by the purchases of marketable securities of $6,045 and purchases of property and equipment of $87.
Financing Activities
For the three months ended March 31, 2025, net cash provided by financing activities was $11,382. The primary factors affecting our financing cash flows during this period were proceeds from common stock purchase agreements of $9,495 and from the issuance of a convertible note of $2,950, partially offset by debt issuance costs of $578, taxes paid on net settlement of equity awards of $333 and stock issuance costs related to common stock purchase agreements of $152.
For the three months ended March 31, 2024, net cash used in financing activities was $120. The primary factors affecting our financing cash flows during this period were proceeds from the exercise of the CSPA of $165, partially offset by payments for taxes related to net settlement of equity awards of $45.
28
Table of Contents
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are in accordance with GAAP. We are required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the reported amounts of revenues and expenses during the reporting periods, fair value measures, and the related disclosures in the condensed consolidated financial statements. Our actual results may differ significantly from these estimates due to changes in judgments, assumptions and conditions as a result of unforeseen events or otherwise, which could have a material impact on our financial position and results of operations. We believe our critical accounting policies involve the greatest degree of judgment and complexity and have the greatest potential impact on our condensed consolidated financial statements.
During the three months ended March 31, 2025, there were no significant changes in our critical accounting policies and estimates as compared to those previously disclosed in “Critical Accounting Policies and Estimates” in “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Annual Report on Form 10-K.
Emerging Growth Company Status
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and we have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of common stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.0 billion in non-convertible debt in the prior three-year period, or (iv) December 31, 2025. We expect to continue to take advantage of the benefits of the extended transition period, although we may decide to adopt such new or revised accounting standards early to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
Recent Accounting Pronouncements
See Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements as of the date of this Quarterly Report on Form 10-Q.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.