Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2022. Based on this evaluation, our principal executive officer and principal financial officer have concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2022.
Remediation of Previously Reported Material Weaknesses
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected in a timely basis.
As previously reported in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, management identified material weaknesses in our internal control over financial reporting. The material weaknesses related to a lack of a sufficient number of qualified personnel within our accounting and IT functions who possessed an appropriate level of expertise to effectively identify, select and apply GAAP sufficiently to provide reasonable assurance that transactions were being appropriately recorded; and to assess risk and design appropriate control activities over information technology systems and financial and reporting processes necessary to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.
As part of the remediation process, we implemented additional measures including the hiring of qualified accounting and finance personnel with technical public company accounting and financial reporting assistance and the engagement of external consultants to assist us with designing, implementing, and monitoring an appropriate system of internal controls. We also evaluated our IT systems and related processes which enhanced our financial statement close process, reduced the number of manual journal entries, and facilitated review controls related to our significant classes of transactions. The applicable measures have been implemented for a sufficient period of time and management has concluded, through testing, that the enhanced controls are operating effectively, and that the material weaknesses were remediated as of December 31, 2022.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2022.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit emerging growth companies such as our company to provide only management’s report in the Annual Report on Form 10-K.
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Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and principal financial officer, has determined that our internal controls are reasonably designed and implemented to assure reliable financial reporting and preparation of our financial statements. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
Other than described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2022.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2022.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2022.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2022.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2022.
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Part IV
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
1.Financial Statements. The financial statements included in “Index to the Consolidated Financial Statements” in Part II, Item 8 are filed as part of this Annual Report on Form 10-K.
2.Financial Statement Schedules. None.
3.Exhibits. Exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit Number
Description
Form
File Number
Exhibit/Appendix Reference
Filing Date
Filed Herewith
2.1† Merger Agreement, dated as of February 17, 2021, by and among CF Finance Acquisition Corp. III, Merger Sub and AEye
S-4 333-256058 2.1 5/13/2021
2.2 Amendment to the Merger Agreement, dated as of April 30, 2021, by and among CF Finance Acquisition Corp. III, merger Sub and AEye Technologies.
S-4 333-256058 2.2 5/13/2021
3.1
Second Amended and Restated Certificate of Incorporation of AEye, Inc.
8-K
001-39699
3.1
08/23/2021
3.2
Amended and Restated Bylaws of AEye, Inc.
8-K
001-39699
3.2
08/23/2021
4.1 Registration Rights Agreement by and between AEye, Inc. and Tumim Stone Capital LLC, dated December 8, 2021.
8-K/A
001-39699 4.1 12/15/2021
4.2 Warrant Agreement dated November 12, 2020, between Continental Stock Transfer & Trust Company and CF Finance Acquisition Corp. III.
S-4 333-256058 4.1 05/13/2021
4.3 Specimen Warrant Certificate
S-4 333-256058 4.2 05/13/2021
4.5 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934
10-K 001-39699 4.5 03/28/2022
10.1 Form of PIPE Subscription Agreement
S-4 333-256058 10.1 05/13/2021
10.2 Form of Stockholder Support Agreement, by and among CF Finance Acquisition Corp. III and certain stockholders of AEye, Inc.
8-K 001-39699 10.2 02/17/2021
10.3 Form of Amended and Restated Stockholder Support Agreement, by and among CF Finance Acquisition Corp. III and certain stockholders of AEye, Inc.
S-4 333-256058 10.2 05/13/2021
10.4 Form of Sponsor Support Agreement, by and among CF Finance Acquisition Corp. III, CF Finance Holdings III, LLC and AEye, Inc.
S-4 333-256058 10.3 05/13/2021
10.5 Form of Amendment to Sponsor Support Agreement, by and among CF Finance Acquisition Corp. III, CF Finance Holdings III, LLC and AEye, Inc.
S-4 333-256058 10.4 05/13/2021
10.6 Form of Lock-Up Agreement, by and among CF Finance Acquisition Corp. III, AEye, Inc. and the holder signatory thereto.
S-4 333-256058 10.5 05/13/2021
10.7 Promissory Note dated April 30, 2021.
8-K 001-39699 10.3 05/03/2021
10.8 2021 Equity Incentive Plan
8-K 001-39699 10.1 10/29/2021
10.9 Form of Indemnification Agreement
8-K 001-39699 10.2 08/23/2021
10.10 Office Lease by and between TRT NOIP DUBLIN LP and the company, dated April 26, 2019.
S-4 333-256058 10.8 05/13/2021
10.11 Form of Change in Control Severance Agreement
8-K 001-39699 10.1 03/18/2022
10.12 Common Stock Purchase Agreement by and between AEye, Inc. and Tu m im Stone Capital LLC, dated December 8, 2021.
8-K/A 001-39699 10.1 12/15/2021
10.13 Registration Rights Agreement, by and among CF Finance Acquisition Corp. III and the investors listed thereto.
S-4 333-256058 10.6 05/13/2021
10.14 Form of Senior Unsecured Convertible Note, dated September 15, 2022
8-K 001-39699 4.1 09/16/2022
10.15 Form of Common Stock Purchase Warrant, dated September 15, 2022
8-K 001-39699 4.2 09/16/2022
10.16 Securities Purchase Agreement by and among AEye, Inc. and 3i, LP, dated September 15, 2022
8-K 001-39699 10.1 09/16/2022
10.17 Registration Rights Agreement by and among AEye, Inc. and 3i, LP, dated September 15, 2022
8-K 001-39699 10.2 09/16/2022
21.1 List of Significant Subsidiaries
X
23.1 Consent of Deloitte & Touche LLP
X
31.1
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS
XBRL Instance Document
X
101.SCH
XBRL Taxonomy Extension Schema Document
X
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as Inline XBRL)
X
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
* The certifications attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of AEye, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general
incorporation language contained in such filing.
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Item 16. Form 10-K Summary
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: March 15, 2023
AEye, Inc.
By: /s/ Matthew Fisch
Matthew Fisch
Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ Robert Brown
Robert Brown
Chief Financial Officer and Treasurer
(Principal Financial Officer)
POWER OF ATTORNEY
By signing this Annual Report on Form 10-K below, I hereby appoint each of Matthew Fisch and Robert Brown as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf, and to file this Form 10-K (including all exhibits and other documents related to the Form 10-K) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
By: /s/ Matthew Fisch
Matthew Fisch
Chief Executive Officer and Director
(Principal Executive Officer)
March 15, 2023
By: /s/ Robert Brown
Robert Brown
Chief Financial Officer and Treasurer
(Principal Financial Officer)
March 15, 2023
By: /s/ Carol DiBattiste
Carol DiBattiste
Chair of the Board
March 15, 2023
By: /s/ Timothy J. Dunn
Timothy J. Dunn
Director
March 15, 2023
By: /s/ Luis C. Dussan
Luis C. Dussan
Chief Technology Officer and Director
March 15, 2023
By: /s/ Prof. Dr. Bernd Gottschalk
Prof. Dr. Bernd Gottschalk
Director
March 15, 2023
By: /s/ Wen H. Hsieh
Wen H. Hsieh
Director
March 15, 2023
By: /s/ Sue E. Zeifman
Sue E. Zeifman
Director
March 15, 2023
94