What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-03 compared with 2025-08-04 · 100 added, 80 removed, 162 unchanged (53% of the section changed)

2 unchanged sentences

Throughout this section, unless otherwise noted, “Navitas” refers to Navitas Semiconductor Corporation and its consolidated subsidiaries.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this quarterly report on Form 10-Q.

This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties.

As a result of many factors, such as those set forth under the “Summary of Risk Factors” and “Cautionary Statement About Forward-Looking Statements” sections and elsewhere in this quarterly report, our actual results may differ materially from those anticipated in these forward-looking statements.

This quarterly report includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements are attempts to predict or indicate future events or trends or similar statements that are not a reflection of historical fact.

Forward-looking statements may be identified by the use of words such as “we expect” or “are expected to be,” “estimate,” “plan,” “project,” “forecast,” “intend,” “anticipate,” “believe,” “seek,” or other similar expressions.

Forward-looking statements are made based on estimates and forecasts of financial and performance metrics, projections of market opportunity and market share and current indications of customer interest, all of which are based on various assumptions, whether or not identified in this press release.

All such statements are based on current expectations of the management of the Company and are not predictions of actual future performance.

Forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Actual events and circumstances are difficult or impossible to predict and will differ from assumptions and expectations.

Many actual events and circumstances that affect performance are beyond the control of the Company, and forward-looking statements are subject to a number of uncertainties.

Our business is subject to certain risks that could materially and adversely affect our business, financial condition, results of operations, or the value of our securities.

These and other risk factors are discussed in the Risk Factors section beginning on p.

15 of our annual report on Form 10-K for the year ended December 31, 2024, as updated in the Risk Factors section in this quarterly report on Form 10-Q, and in other documents we file.

If any of these risks materialize or if our assumptions underlying forward-looking statements prove to be incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Navitas Semiconductor Corporation, a Delaware holding company, operates through its wholly owned subsidiaries, including Navitas Semiconductor Limited and GeneSiC Semiconductor LLC (“GeneSiC”).

4 unchanged sentences

Further details about the Business Combination and the acquisition of GeneSiC Semiconductor can be found in our SEC filings.

Founded in 2014, Navitas is a U.S.-based developer of gallium nitride power integrated circuits that provide superior efficiency, performance, size and sustainability relative to existing silicon technology.

Our solutions offer faster charging, higher power density and greater energy savings compared to silicon-based power systems with the same output power.

By unlocking this speed and efficiency, we believe we are leading a revolution in high-frequency, high-efficiency and high-density power electronics to electrify our world for a cleaner tomorrow.

We maintain operations around the world, including the United States, Ireland, Germany, Italy, Belgium, China, Taiwan, Thailand, South Korea, and the Philippines, with principal executive offices in Torrance, California.

We design, develop and market next-generation power semiconductors including gallium nitride (“GaN”) power integrated circuits (“ICs”), silicon carbide (“SiC”) and associated high-speed silicon system controllers, and digital isolators used in power conversion and charging.

Power supplies incorporating our products may be used in a wide variety of electronics products including mobile phones, consumer electronics, data centers, solar inverters and electric vehicles.

The Company designs, develops and markets next-generation power semiconductors including GaN power integrated circuits, high-voltage SiC devices and associated high-speed silicon system controllers, and digital isolators used in power conversion and charging.

The Company focuses on high-power markets including AI data centers, performance computing, energy and grid infrastructure, and industrial electrification.

The Company believes that its products provide superior efficiency, performance, size, cost and sustainability relative to existing silicon technology.

The Company presently operates as a product design house that contracts the manufacturing of its chips and packaging to partner suppliers.

Navitas maintains its operations around the world, including the United States, Ireland, Germany, Italy, Belgium, China, Taiwan, Thailand, South Korea and the Philippines , with principal executive offices in Torrance, California.

Navitas has over 300 patents issued or pending and is the world’s first semiconductor company to be CarbonNeutral®-certified.

We utilize a fabless business model, working with third parties to manufacture, assemble and test our designs.

2 unchanged sentences

We consider ourselves to be a pioneer in the GaN market with a proprietary, proven GaN power IC platform that is shipping in mass production to tier-1 companies including Samsung, Dell, Lenovo, LG, Xiaomi, OPPO, Amazon, vivo and Motorola.

Most of the products we ship today are used primarily as components in mobile device chargers.

Charger manufacturers we ship to today are worldwide, supporting major international mobile brands.

Other emerging applications will also be addressed across the world.

Most of the products we ship today are used primarily as components in mobile device chargers, but we have recently announced a transition to focus on high-power markets.

In support of our technology leadership, we have formed relationships with numerous Tier 1 manufacturers and suppliers over the past eight years, gaining significant traction in mobile and consumer charging applications.

Navitas GaN is now in mass production with 10 of the top 10 worldwide mobile OEMs across smartphone and laptops in development with 10 out of 10.

Navitas GaN is now in mass production with all of the top 10 global mobile OEMs for smartphones, and is in development with all 10 for laptops.

In addition, our supply chain partners have committed manufacturing capacity in excess of what we consider to be necessary to support our continued growth and expansion.

3 unchanged sentences

We evaluate various complementary technologies and look to improve our PDK, in order to keep introducing newer generations of GaN technology.

In the three and six months ended June 30, 2025, we spent approximatel y 79% and 85%, resp ectively, of our revenue on research and development.

In the three and nine months ended September 30, 2025, we spent approximatel y 131% and 97%, resp ectively, of our revenue on research and development.

Navitas’ research and development activities are located primarily in the US and China.

In the three and six months ended June 30, 2024, we spent approximately 93% and 90%, respectively, of our revenue on research and development.

In the three and nine months ended September 30, 2024, we spent approximate ly 82% and 95%, respec tively, of our revenue on research and development.

Execution of At-The-Market Agreement

3 unchanged sentences

As of June 30, 2025, we completed the sale of shares under both ATM One and ATM Two resulting in approximately 11.1 million shares under ATM One and 8.7 million shares under ATM Two, with gross proceeds of approximately $100.0 million and offering-related costs of $3.3 million in total.

All sales were completed in the second quarter of 2025.

Results of Operations

1 unchanged sentence

Our revenue represents the sale of semiconductors through specialized distributors to original equipment manufacturers (“OEMs”), their suppliers and other end customers.

Our revenues fluctuate in response to a combination of factors, including the following:

• our overall product mix and sales volumes;

• gains and losses in market share and design win traction;

Our revenues fluctuate in response to a combination of factors.

In addition, our revenues may fluctuate in response to the Company’s announced transition to high-power markets.

Some of the factors that may cause these revenue fluctuations include the following:

• our overall product mix and sales volumes, including changing product and market mix;

• gains and losses in market share and design win traction, including the Company’s ability to ramp products in its new high-power;

• pace at which technology is adopted in our end markets;

• the stage of our products in their respective life cycles;

• the effects of competition and competitive pricing strategies;

• the effects of competition and competitive pricing strategies, particularly in the mobile and consumer markets impacted by our announced transition to high-power markets;

• availability of specialized field application engineering resources supporting demand creation and end customer adoption of new products;

4 unchanged sentences

• declines in average selling prices due to product advances and market competition;

• changes in customer and distributor relationships including the impact of the Q4 2024 disengagement with a significant distributor and the ability to replace the associated volumes with a combination of existing and new distributors;

• seasonal demand patterns particularly in mobile and consumer markets.

• changes in customer and distributor relationships including the Company’s announced consolidation of its distribution network in connection with its transition to high-power markets;

• seasonal demand patterns in certain markets.

Our product revenue is recognized when the customer obtains control of the product and the timing of recognition is based on the contractual shipping terms of a contract.

We provide a non-conformity warranty which is not sold separately and does not represent a separate performance obligation.

We provide a nonconformity warranty which is not sold separately and does not represent a separate performance obligation.

Our product revenue is diversified across the United States, Europe, and Asia.

We consider the domicile of our end customers, rather than the distributors we sell to directly to be the basis of attributing revenues from external customers to individual countries.

Revenue for the three and six months ended June 30, 2025 and 2024, excluding channel inventories, were attributable to end customers in the following countries:

Three Months Ended June 30, Six Months Ended June 30,

Revenue for the three and nine months ended September 30, 2025 and 2024, excluding channel inventories, were attributable to end customers in the following countries:

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

Country 2025 2024 2025 2024

1 unchanged sentence

United States 21 24 24 15

Asia excluding China 9 12 12 10

Europe 17 8 13 9

Asia excluding China 10 14 11 11

Total 100 % 100 % 100 % 100 %

*Impractical to disclose revenue percentages by individual countries within Europe and therefore is presented in total.

Cost of Revenues

9 unchanged sentences

Interest Income (Expense), net

Interest income (expense), net primarily consists of interest associated with our royalty agreement.

Interest income (expense), net primarily consists of interest earned on bank deposits and interest expense on our royalty agreement.

Dividend Income

6 unchanged sentences

Results of Operations

The tables and discussion below present our results for the three months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, Change

The tables and discussion below present our results for the three months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, Change

Net revenues $ 10,112 $ 21,681 $ (11,569) (53) %

10 unchanged sentences

(Loss) Gain from change in fair value of earnout liabilities (844) 9,171 (10,015) (109) %

Other income 37 31 6 19 %

Other income (expense), net (59) 26 (85) (327) %

Total other income (expense), net 483 10,368 (9,885) (95) %

Loss before income taxes (18,931) (18,605) (326) 2 %

Income tax provision 48 61 (13) (21) %

Income tax provision (benefit) (19) 125 (144) (115) %

Equity method investment loss (322) — (322) — %

Net loss $ (19,234) $ (18,730) $ (504) 3 %

Six Months Ended June 30, Change

Nine Months Ended September 30, Change

(dollars in thousands) 2025 2024

12 unchanged sentences

(Loss) Gain from change in fair value of earnout liabilities (20,695) 42,920 (63,615) (148) %

Other income 55 114 (59) (52) %

Other income (expense), net (4) 140 (144) (103) %

Total other income (expense), net (17,829) 47,202 (65,031) (138) %

3 unchanged sentences

Net loss $ (85,138) $ (44,739) $ (40,399) 90 %

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Revenue for the three months ended June 30, 2025 was $14.5 million compared to $20.5 million for the three months ended June 30, 2024, a decrease of $6.0 million, or 29%.

The decline in sales was due to the decline in industrial China markets.

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Revenue for the three months ended September 30, 2025 was $10.1 million compared to $21.7 million for the three months ended September 30, 2024, a decrease of $11.6 million, or 53%.

The decline in sales was mainly due to the decline in sales to the mobile and consumer markets in the China region.

Cost of Revenues

Cost of revenues for the three months ended June 30, 2025 was $12.2 million compared to $12.5 million for the three months ended June 30, 2024, a decrease of $0.3 million or 3%.

The change was primarily driven by a decline in sales offset by a $3.2 million inventory reserve due to demand softness in the China region.

Cost of revenues for the three months ended September 30, 2025 was $6.3 million compared to $13.1 million for the three months ended September 30, 2024, a decrease of $6.8 million or 52%.

The change was primarily driven by a decline in sales to the mobile and consumer markets in the China region coupled with product mix.

Research and Development Expense

Research and development expense for the three months ended June 30, 2025 of $11.5 million decreased by $7.5 million, or 39%, when compared to the three months ended June 30, 2024.

This is primarily driven by a decrease in stock-based compensation of approximately $6.8 million, of which $4.2 million resulted from the reversal of expense following the resignation of a senior management member who participated in the our 2021 LTIP, coupled with a decrease in headcount and employee costs of $2.7 million as a result of the Company’s reduction in forces, which was partially offset by an expense of $2.2 million due to a NRE impairment.

Research and development expense for the three months ended September 30, 2025 of $13.3 million decreased by $4.5 million, or 26%, when compared to the three months ended September 30, 2024.

This is primarily driven by a decrease in stock-based compensation of approximately $1.3 million, coupled with a decrease in headcount and employee costs of $3.4 million as a result of the Company’s reduction in forces.

Selling, General and Administrative Expense

Selling, general and administrative expense for the three months ended June 30, 2025 of $7.8 million decreased by $7.6 million, or 50%, when compared to the three months ended June 30, 2024.

This was primarily driven by a decrease in

stock-based compensation of approximately $7.0 million largely resulting from the $4.2 million reversal of expense following the resignation of a senior management member who held 2021 LTIP Options, coupled with a decrease in headcount and employee costs of $1.1 million as a result of the Company’s reduction in forces, which was partially offset by approximately $1.6 million related to governance costs.

Selling, general and administrative expense for the three months ended September 30, 2025 of $5.2 million decreased by $9.8 million, or 65%, when compared to the three months ended September 30, 2024.

This decrease was primarily driven by lower stock-based compensation of approximately $9.6 million, primarily due to a $8.5 million reversal of stock-based compensation due to the separation of our CEO who held 2021 LTIP Options, coupled with a decrease in headcount and employee-related costs of $1.2 million resulting from the Company’s workforce reduction and a $0.7 million decrease in bad debt expense.

These decreases were partially offset by $2.5 million in CEO transition costs.

Amortization of Intangible Assets

1 unchanged sentence

Other Income (Expense), net

Interest income primarily consists of interest earned on our interest earning account and interest expense is associated with our royalty agreement.

The $0.4 million increase in interest income was primarily attributable to higher cash balances.

Dividend income consists of income earned on our money market treasury funds that are recorded as cash equivalents on our consolidated balance sheet.

Decrease of $0.7 million is primarily due to decreases in our investment balances in June 30, 2025 compared to June 30, 2024.

During the three months ended June 30, 2025, we recognized a $28.0 million loss from the change in fair value of our earn-out liabilities.

The change of $35.5 million was primarily a result of the increase of the closing price of our Class A common stock listed on the Nasdaq, resulting in the increase in the estimated fair value of the earnout shares from $1.53 as of June 30, 2024 to $3.31 as of June 30, 2025.

Income Tax Provision

Income tax provision for the three months ended June 30, 2025 remained relatively flat when compared to the income tax provision of $0.1 million for the three months ended June 30, 2024.

Decrease of $0.2 million is primarily due to decreases in our investment balances in September 30, 2025 compared to September 30, 2024.

During the three months ended September 30, 2025, we recognized a $0.8 million loss from the change in fair value of our earnout liabilities.

The change of $10.0 million was primarily a result of the increase of the closing price of our Class A common stock listed on the Nasdaq, resulting in the increase in the estimated fair value of the earnout shares from $0.46 as of September 30, 2024 to $3.20 as of September 30, 2025.

Income Tax Provision (Benefit)

Income tax benefit for the three months ended September 30, 2025 remained relatively flat and the income tax provision for the three months ended September 30, 2024 was $0.1 million.

We expect our tax rate to remain close to zero in the near term due to full valuation allowances against deferred tax assets.

1 unchanged sentence

In October 2024, we began applying the equity method to account for our joint venture investment.

We recognized our proportionate share of the joint venture’s loss from the quarter, resulting in a net loss of $0.2 million for the quarter ended June 30, 2025.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Revenue for the six months ended June 30, 2025 was $28.5 million compared to $43.6 million for the six months ended June 30, 2024, a decrease of $15.1 million, or 35%.

The decline in sales was due to the decline in mobile and industrial markets.

We recognized our proportionate share of the joint venture’s loss from the quarter, resulting in a net loss of $0.3 million for the quarter ended September 30, 2025.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Revenue for the nine months ended September 30, 2025 was $38.6 million compared to $65.3 million for the nine months ended September 30, 2024, a decrease of $26.7 million, or 41%.

The decline in sales was due to the same factors discussed above for the quarter.

Cost of Revenues

Cost of revenues for the six months ended June 30, 2025 was $20.9 million compared to $26.1 million for the six months ended June 30, 2024, a decrease of $5.3 million or 20%.

The decrease was primarily driven by a decline in sales coupled with product mix.

Cost of revenues for the nine months ended September 30, 2025 was $27.2 million compared to $39.2 million for the nine months ended September 30, 2024, a decrease of $12.0 million or 31%.

The change was primarily driven by a decline in sales and product mix, partially offset by a $3.2 million inventory reserve related to demand softness in the China region.

Research and Development Expense

Research and development expense for the six months ended June 30, 2025 of $24.2 million decreased by $15.0 million, or 38%, when compared to the six months ended June 30, 2024.

This is primarily driven by a decrease in stock-based compensation of approximately $10.3 million largely resulting from the reversal of expense following the resignation of a senior management member who held 2021 LTIP Options, coupled with a decrease in headcount and employee costs of $4.5 million as a result of the Company’s reduction in forces, and a decline of approximately $2.7 million related to decreases in R&D product development costs, which was partially offset by a $2.2 million NRE impairment.

Research and development expense for the nine months ended September 30, 2025 of $37.4 million decreased by $19.6 million, or 34%, when compared to the nine months ended September 30, 2024.

This decrease was primarily driven by lower stock-based compensation of approximately $11.6 million couple with a reduced headcount and employee-related costs of $7.8 million from the Company’s workforce reduction and the reversal of expense following the resignation of a senior management member who held 2021 LTIP Options.

It also reflects a $2.1 million decline in R&D product development costs, partially offset by a $2.2 million advanced R&D NRE impairment.

Selling, General and Administrative Expense

Selling, general and administrative expense for the six months ended June 30, 2025 of $19.5 million decreased by $12.0 million, or 38%, when compared to the six months ended June 30, 2024.

This is primarily driven by a decrease in stock-based compensation of approximately $10.1 million largely resulting from the reversal of expense following the resignation of a senior management member who held 2021 LTIP Options, coupled with a decrease in headcount and employee costs of $2.1 million as a result of the Company’s reduction in forces, which was partially offset by approximately $1.6 million related to governance costs.

Selling, general and administrative expense for the nine months ended September 30, 2025 of $24.7 million decreased by $21.8 million, or 47%, when compared to the nine months ended September 30, 2024.

This is primarily driven by a decrease in stock-based compensation of approximately $19.7 million largely resulting from the reversal of $12.6 million in stock-based compensation following the separation of two senior management members who held 2021 LTIP Options.

This is coupled with a decrease in headcount and employee costs of $3.3 million as a result of the Company’s reduction in forces.

This was partially offset by approximately $2.5 million in CEO transition costs and $1.6 million related to governance costs.

Amortization of Intangible Assets

2 unchanged sentences

We announced cost-reduction plans that include a reduction in headcount with the majority of the costs consisting of employee severance and benefits.

We incurred $1.5 million related to this plan for the six months ended June 30, 2025.

We incurred $1.5 million related to this plan for the nine months ended September 30, 2025.

Other Income (Expense), net

Interest income primarily consists of interest earned on our interest earning account and interest expense is associated with our royalty agreement.

The $0.6 million increase in interest income was primarily attributable to higher cash balances.

Dividend income consists of income earned on our money market treasury funds that are recorded as cash equivalents on our consolidated balance sheet.

Decrease of $1.7 million is primarily due to decreases in our investment balances in June 30, 2025 compared to June 30, 2024.

During the six months ended June 30, 2024, we recognized a $19.9 million loss from the change in fair value of our earn-out liabilities.

The change of $53.6 million was primarily a result of the increase of the closing price of our Class A common stock listed on the Nasdaq, resulting in the decrease in the estimated fair value of the earnout shares from $1.53 as of June 30, 2024 to $3.31 as of June 30, 2025.

Decrease of $1.9 million is primarily due to decreases in our investment balances in September 30, 2025 compared to September 30, 2024.

During the nine months ended September 30, 2025, we recognized a $20.7 million loss from the change in fair value of our earnout liabilities.

The change of $63.6 million was primarily a result of the increase of the closing price of our Class A common stock listed on the Nasdaq, resulting in an increase in the estimated fair value of the earnout shares from $0.46 as of September 30, 2024 to $3.20 as of September 30, 2025.

Income Tax Provision

Income tax provision for the six months ended June 30, 2025 remained relatively flat when compared to the income tax provision of $0.1 million for the six months ended June 30, 2024.

Income tax provision for the nine months ended September 30, 2025 decreased to $0.1 million when compared to the income tax provision of $0.3 million for the nine months ended September 30, 2024 mainly due to lower taxable income.

We expect our tax rate to remain close to zero in the near term due to full valuation allowances against deferred tax assets.

1 unchanged sentence

In October 2024, we began applying the equity method to account for our joint venture investment.

We recognized our proportionate share of the joint venture’s loss from the quarter, resulting in a net loss of $0.5 million for the six months ended June 30, 2025.

We recognized our proportionate share of the joint venture’s loss from the quarter, resulting in a net loss of $0.8 million for the nine months ended September 30, 2025.

Liquidity and Capital Resources

5 unchanged sentences

As of June 30, 2025, we had sold approximately 11.1 million shares under ATM One and 8.7 million shares under ATM Two, resulting in gross proceeds of approximately $100.0 million and offering-related costs of $3.3 million in total.

All sales were completed in the second quarter of 2025.

There were no sales in the third quarter of 2025.

As of June 30, 2025, there was no available capacity for sale under either ATM One or ATM Two, and therefore neither facility represents current available liquidity.

We expect to continue to incur net operating losses and negative cash flows from operations and we expect our research and development expenses, general and administrative expenses and capital expenditures will continue to increase.

We expect our expenses and capital requirements to increase in connection with our ongoing initiatives to expand our operations, product offerings and end customer base.

As of June 30, 2025, we had cash and cash equiva lents of $161.2 million.

We currently expect to fund our cash requirements through the use of cash on hand.

We believe that our current levels of cash and cash equivalents are sufficient to finance our operations, working capital requirements and capital expenditures for the foreseeable future.

As of September 30, 2025, we had cash and cash equiva lents of $150.6 million.

The Company believes that our current levels of cash and cash equivalents are sufficient to finance our operations, working capital requirements and capital expenditures for the foreseeable future.

However, t he Company recently announced a transition towards high-power markets which may require additional capital to execute.

As a result, the Company may reconsider its capital requirements and pursue additional liquidity.

We expect our operating and capital expenditures to increase and expand our operations and grow our end customer base.

3 unchanged sentences

We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.

The following table summarizes our consolidated cash flows for the six months ended June 30, 2025 and 2024 (in thousands):

June 30, 2025 June 30, 2024

The following table summarizes our consolidated cash flows for the nine months ended September 30, 2025 and 2024 (in thousands):

September 30, 2025 September 30, 2024

Consolidated Statements of Cash Flow Data:

6 unchanged sentences

We derive liquidity primarily from cash on hand and equity financing activities.

As of June 30, 2025, our balance of cash and cash equivalents was $161.2 million, which is a increase of $74.5 million or 86% compared to December 31, 2024.

As of September 30, 2025, our balance of cash and cash equivalents was $150.6 million, which is an increase of $63.8 million or 74% compared to December 31, 2024.

Operating Activities

For the six months ended June 30, 2025, net cash used in operating activities was $24.8 million, which primarily reflects a net loss of $65.9 million, adjusted for a non-cash loss of $19.9 million related to changes in the fair value of our earnout liability, amortization of intangible assets of $9.5 million, non-cash stock-based compensation of $6.1 million, depreciation and amortization of $1.7 million offset by aggregate cash inflows from changes in operating assets and liabilities of $2.0 million.

Specifically, operating cash flow was mainly impacted by decreases in other assets of $1.0 million, decreases in accounts receivable of $0.8 million, increases in accounts payable of $0.7 million , decreases in inventories of $0.4 million, partially offset with decreases in lease liabilities related to lease payments of $0.8 million.

For the six months ended June 30, 2024, net cash used in operating activities was $34.9 million, which primarily reflects a net loss of $26.0 million.

For the nine months ended September 30, 2025, net cash used in operating activities was $34.8 million, which primarily reflects a net loss of $85.1 million, adjusted for a non-cash loss of $20.7 million related to changes in the fair value of our earnout liability, amortization of intangible assets of $14.2 million, non-cash stock-based compensation of $6.5 million, depreciation and amortization of $2.6 million partially offset by aggregate cash inflows from changes in operating assets and liabilities of $3.3 million.

Specifically, operating cash flow was mainly impacted by decreases in accounts receivable of $3.2 million, decreases in other assets of $1.0 million, and decreases in inventories of $0.8 million, partially offset with decreases in lease liabilities related to lease payments of $1.3 million, and decreases in accounts payable, accrued compensation and other accrued expenses of $0.7 million.

For the nine months ended September 30, 2024, net cash used in operating activities was $48.6 million, which primarily reflects a net loss of $44.7million.

This decrease to operating cash flows is partially offset by adjustments for non-cash share-based compensation of $38.0 million, depreciation of $2.2 million, non-cash gains of $42.9 million in earnout liabilities, amortization of intangible assets of $14.3 million, and an aggregate cash used in operating assets and liabilities of $18.2 million.

Specifically, increases in inventories of $3.0 million due to sales increases coupled with decreases in accounts payable, accrued compensation and other expenses of $10.4 million and customer deposits and deferred revenue of $4.7 million, partially offset by decreases in accounts receivable of $3.2 million and prepaid expenses and other current assets of $1.4 million.

Specifically, increases in accounts receivables of $1.5 million, decreases in accounts payable, accrued compensation and other expenses of $9.9 million, decline in customer deposits and deferred revenue of $8.9 million, partially offset by decreases in inventories and prepaid expenses and other current assets of $3.0 million.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2025 was primarily attributable to fixed asset purchases of $0.7 million.

Net cash used in investing activities for the six months ended June 30, 2024 of $8.1 million was primarily due to $2.5 million cash funding of a joint venture and $5.6 million for purchases of fixed assets.

Net cash used in investing activities for the nine months ended September 30, 2025 was primarily attributable to fixed asset purchases of $1.4 million.

Net cash used in investing activities for the nine months ended September 30, 2024 of $8.7 million was primarily due to $2.5 million cash funding of a joint venture and $6.2 million for purchases of fixed assets.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2025 of $98.5 million was primarily due to proceeds from stock option exercises related to our ATM offering of $100.0 million, proceeds from stock option exercises of $1.0 million, and proceeds from our employee stock purchase plan of $0.8 million.

Net cash provided by financing activities for the nine months ended September 30, 2025 of $99.1 million was primarily due our ATM offering of $100.0 million, proceeds from our employee stock purchase plan of $1.5 million, and proceeds from stock option exercises of $1.0 million.

This was partially offset by the cost of our ATM offerings of $3.3 million.

Net cash provided by financing activities for the six months ended June 30, 2024 of $2.2 million was primarily due to proceeds from stock option exercises of $0.4 million and proceeds from our employee stock purchase plan of $1.8 million.

Net cash provided by financing activities for the nine months ended September 30, 2024 of $3.1 million was primarily due to proceeds from stock option exercises of $0.4 million and proceeds from our employee stock purchase plan of $2.7 million.

Contractual Obligations, Commitments and Contingencies

In the ordinary course of business, we enter into contractual arrangements that may require future cash payments.

As of June 30, 2025, our non-cancellable contractual arrangements consisted of lease obligations and an agreement for the purchase of equipment.

As of September 30, 2025, our non-cancellable contractual arrangements consisted of lease obligations and an agreement for the purchase of equipment.

Refer to Note 8 - “Leases” for further information on our minimum future payments related to lease obligations.

2 unchanged sentences

Off-Balance Sheet Commitments and Arrangements

As of June 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

As of September 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Critical Accounting Policies and Estimates

7 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis