美国
证券交易委员会
华盛顿特区20549
表单
截至季度结束
或者
在 从________到________的过渡期间
委员会
案件编号
（依凭章程所载的完整登记名称）
| （州
或其他司法管辖区 公司设立或组织） |
（美国国税局雇主识别号码） 识别号码) |
（首席行政办公室地址，包括邮政编码）
（注册人的电话号码，包括区号）
根据该法案第12(b)条纪录的证券：
| 每个类别的标题 | 交易标的（s） | 在哪个交易所上市的名字 | ||
| |
请勾选表示：注册人（1）是否已在过去12个月（或注册人要求提交报告的较短期限）根据1934年证券交易法第13条或第15(d)条的规定提交了所有要求提交的报告；以及（2）是否在过去90天内受到相应的报告要求。
☒ 不 ☐
请勾选注册人是否已根据规则405的电子数据规则(S-T §232.405)递交了每个交互式数据文件在最近12个月内(或该注册人需递交此类文件的更短期限内应递交的交互式数据文件。)
☒ 不可以 ☐
请用勾选标记表示登记者是否为大幅加速递交者、加速递交者、非加速递交者、较小型报告公司或新兴成长公司。请参阅《交易所法》第1202条对“大幅加速递交者”、“加速递交者”、“较小型报告公司”和“新兴成长公司”的定义。
| 加速文件申报人 ☐ | ||
| 非加速报告人 ☐ | 小型报告公司 |
|
| 新兴成长公司 |
若属新兴成长公司，则请在适用于依据第13(a)款拟定的任何新或修订财务会计准则时，打勾表示注册人已选择不使用过度过渡期遵守该准则。 ☐
请勾选表示该登记者是否为壳公司（如交易所法规第120亿2条所定义）。
2024年11月4日，注册公司普通股的发行股数为 .
目录
| 2 |
第一部分
项目1.基本报表
MicroVision公司
缩短的合并资产负债表
(以千为单位，除每股数据外)
(未经审计)
| 9月30日 | 12月31日, | |||||||
| 2024 | 2023 | |||||||
| 资产 | ||||||||
| 流动资产 | ||||||||
| 现金及现金等价物 | $ | $ | ||||||
| 投资证券 可供出售 | ||||||||
| 限制性现金，流动资产 | ||||||||
| 应收账款，减 免账款 | ||||||||
| 库存 | ||||||||
| 其他流动资产 | ||||||||
| 总流动资产 | ||||||||
| 房屋、厂房及设备（减累计折旧） | ||||||||
| 运营租赁权益资产 | ||||||||
| 限制性现金，减去 当前部分 | ||||||||
| 无形资产, 净额 | ||||||||
| 其他资产 | ||||||||
| 总资产 | $ | $ | ||||||
| 负债和股东权益 | ||||||||
| 流动负债 | ||||||||
| 应付账款 | $ | $ | ||||||
| 应计负债 | ||||||||
| Ibeo业务合并的应计负债 | ||||||||
| 合同负债 | ||||||||
| 租赁负债， 流动 | ||||||||
| 其他流动负债 | ||||||||
| 流动负债合计 | ||||||||
| 经营租赁负债，扣除流动部分净额 | ||||||||
| 其他 其他 开多 | ||||||||
| 总负债 | ||||||||
| 股东权益： | ||||||||
| 股东权益 | ||||||||
| 优先股，每股面值 $; 股份已获授权; 和 2024年9月30日和2023年12月31日已发行和流通的股票 | ||||||||
| 普通股，每股面值 $，授权股数：百万股；发行股数：分别为2024年6月30日和2023年12月31日：百万股；流通股数：分别为2024年6月30日和2023年12月31日：百万股; 股份 许可； 和 股份分别为2024年9月30日和2023年12月31日的已发行和流通股份 | ||||||||
| 额外实收资本 | ||||||||
| 累计其他综合收益 | ||||||||
| 累计亏损 | ( | ) | ( | ) | ||||
| 股东权益总计 | ||||||||
| 资产负债表 | $ | $ | ||||||
附注
| 3 |
合并利润表
压缩合并业绩表
（以千为单位，除每股数据外）
(未经审计)
| 三个月 | 截至九个月结束 | |||||||||||||||
| 9月30日 | 9月30日 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 营业收入 | $ | $ | $ | $ | ||||||||||||
| 营业收入成本 | ||||||||||||||||
| 毛利润（亏损） | ( | ) | ( | ) | ||||||||||||
| 研发费用 | ||||||||||||||||
| 销售、市场、一般和行政 费用 | ||||||||||||||||
| 无形资产减值损失 | ||||||||||||||||
| 处置固定资产 收益 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 营业费用总计 | ||||||||||||||||
| 经营亏损 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 折价购买所得，税后 | ||||||||||||||||
| 其他收入 | ||||||||||||||||
| 税前净亏损 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 所得税费用 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 净损失 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 每股基本和稀释的净损失 | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| 加权平均股份 流通量-基本和稀释 | ||||||||||||||||
附注
| 4 |
合并利润表
综合损益简明合并财务报表
(以千为单位)
(未经审计)
| 三个月 结束 | 九个月 结束 | |||||||||||||||
| 九月 30日, | 九月 30日, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 净亏损 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 其他综合收益： | ||||||||||||||||
| 投资证券的未实现收益，可供出售 | ||||||||||||||||
| 翻译的未实现收益 | ||||||||||||||||
| 综合净收益 | ||||||||||||||||
| 全面损失 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
附注是这些基本报表的重要组成部分。
| 5 |
合并利润表
合并股东权益变动表
(以千为单位)
（未经审计）
| 累计 | ||||||||||||||||||||||||||||
| 普通股 | 额外的 | 其他 | 总计 | |||||||||||||||||||||||||
| 面值 | 实缴 | 订阅服务 | 综合 | 累计 | 股东的 | |||||||||||||||||||||||
| 股份 | 价值 | 资本 | 应收款 | 收益（损失） | 赤字 | 权益 | ||||||||||||||||||||||
| 截至2023年6月30日的余额 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
| 股份-based薪酬费用 | ||||||||||||||||||||||||||||
| 期权行使 | ||||||||||||||||||||||||||||
| 普通股销售净额 | ||||||||||||||||||||||||||||
| 净亏损 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 其他综合收益 | - | |||||||||||||||||||||||||||
| 截至2023年9月30日的余额 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| 截至2024年6月30日的余额 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| 股份-based薪酬费用 | ||||||||||||||||||||||||||||
| 普通股销售，净额 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 净亏损 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 其他综合收益 | - | |||||||||||||||||||||||||||
| 2024年9月30日余额 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| 2023年1月1日余额 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| 股份-based薪酬费用 | ||||||||||||||||||||||||||||
| 期权行使 | ||||||||||||||||||||||||||||
| 普通股销售净额 | ( | ) | ||||||||||||||||||||||||||
| 净亏损 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 其他综合收益 | - | |||||||||||||||||||||||||||
| 截至2023年9月30日的余额 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| 截至2024年1月1日的余额 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| 股份-based薪酬费用 | ||||||||||||||||||||||||||||
| 期权行使 | ||||||||||||||||||||||||||||
| 普通股销售，净额 | ||||||||||||||||||||||||||||
| 净亏损 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 其他综合收益 | - | |||||||||||||||||||||||||||
| 2024年9月30日余额 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
附注是这些基本报表的重要组成部分。
| 6 |
合并利润表
简明合并现金流量表
(以千为单位)
（未经审计）
| 九个月 结束 | ||||||||
| 九月 30日, | ||||||||
| 2024 | 2023 | |||||||
| 经营活动现金流量 | ||||||||
| 净亏损 | $ | ( | ) | ( | ) | |||
| 调整净损失与运营中使用的净现金的调和： | ||||||||
| 折旧和摊销 | ||||||||
| 廉价购买收益， 扣税后 | ( | ) | ||||||
| 处置固定资产 收益 | ( | ) | ( | ) | ||||
| 无形资产减值 | ||||||||
| 使用权资产的减值 租赁 | ||||||||
| 物业和设备的减值 | ||||||||
| 存货减值损失 | ||||||||
| 股份报酬支出 | ||||||||
| 短期投资溢价的净增长 | ( | ) | ( | ) | ||||
| 变化 | ||||||||
| 应收账款 | ( | ) | ||||||
| 存货 | ( | ) | ( | ) | ||||
| 其他流动和非流动 资产 | ( | ) | ||||||
| 应付账款 | ( | ) | ||||||
| 应计负债 | ( | ) | ||||||
| 合同负债和 其他流动负债 | ( | ) | ||||||
| 营运租赁负债 | ( | ) | ( | ) | ||||
| 其他 其他 开多 | ( | ) | ||||||
| 经营活动中的净现金流出 | ( | ) | ( | ) | ||||
| 投资活动现金流量 | ||||||||
| 投资证券的销售 | ||||||||
| 投资证券的购买 | ( | ) | ( | ) | ||||
| 为Ibeo业务 合并支付的现金 | ( | ) | ( | ) | ||||
| 购置固定资产和其他资产 | ( | ) | ( | ) | ||||
| 净 现金（用于）投资活动的提供 | ( | ) | ||||||
| 来自融资活动的现金流量 | ||||||||
| 融资租赁下的 本金还款 | ( | ) | ||||||
| 股票期权行使所得 | ||||||||
| 普通股发行的净收益 | ||||||||
| 筹资活动提供的净现金流量 | ||||||||
| 汇率变动对现金及现金等价物和受限现金的影响 | ||||||||
| 现金、现金等价物和受限现金的变动 | ( | ) | ||||||
| 期初现金、现金等价物和受限现金 | ||||||||
| 期末现金、现金等价物和受限现金 | $ | $ | ||||||
| 非现金投资和融资活动的补充表 | ||||||||
| 金额 发放给托管以获得收购对价 | $ | $ | ||||||
| 使用权资产的 收购 | $ | $ | ||||||
| 应计 融资费用 | $ | $ | ||||||
| 为应收认购款而发行 普通股 | $ | $ | ||||||
| 外币 翻译调整 | $ | $ | ||||||
| 可供出售投资证券的 未实现损失 | $ | $ | ||||||
下表显示了2024年9月30日和2023年现金、现金等价物和受限制现金余额的对账情况：
| 九月 30日, | 九月 30日, | |||||||
| 2024 | 2023 | |||||||
| 现金及现金等价物 | $ | $ | ||||||
| 受限现金，流动资产 | ||||||||
| 限制性现金，减去 当前部分 | ||||||||
| 现金, 现金及现金等价物和受限制的现金 | $ | $ | ||||||
附注是这些基本报表的重要组成部分。
| 7 |
合并利润表
简明综合财务报表注
（未经审计）
1. 业务描述
维视图像公司（“维视图像”或“该公司”）通过其主要专注于高级驾驶辅助系统（“ADAS”）和自动驾驶车辆（“AV”）应用的硬件和软件解决方案，以及提供安全的移动性，以生活的速度进行交付。该公司是全球激光雷达传感器和感知验证软件的开发者和供应商。2023年1月收购Ibeo Automative Systems GmbH（“Ibeo”）的经验丰富团队后，MicroVision将其激光雷达硬件和相关软件的核心元件开发和商业化的悠久历史与汽车级验证经验相结合。
流动性
公司自成立以来已经遭受了巨大的损失。到目前为止，运营主要靠出售普通股、可转换优先股、认股权证、发行可转换债务以及在较小程度上来自开发合同收入、产品销售和许可活动来资助。
截至2024年9月30日，公司的总流动资金为$
2. 重要会计政策摘要
合并原则 及呈报基础
未经审计的简明合并财务报表及附注包括公司及其全部直接拥有的子公司的账户，在排除所有公司间余额和交易后。附属的未经审计的简明合并财务报表是根据美国通行的会计原则（“US GAAP”）和美国证券交易委员会（“SEC”）关于中期财务信息的要求编制的。根据GAAP编制的合并财务报表通常包括的某些信息和披露已被简化或省略。因此，这些未经审计的简明合并财务报表应当与截至2023年12月31日的审计财务报表及附注一同阅读。所附未经审计的简明合并资产负债表的2023年12月31日信息来源于那些审计的财务报表。
未经审计的简明综合财务报表是根据年度综合财务报表的基础进行准备的，并且在管理层的意见下，反映了所有必要的调整，仅包括正常的周期性调整，以便公允地表述公司财务信息的中期报告。中期未经审计的简明合并利润表的结果，不一定能代表2024年12月31日结束的年度，或者任何其他未来的年度或中期期间的结果。
使用估计值
根据美国通用会计准则，编制基本报表需要公司进行会计估计和假设，这些估计和假设会影响报表中的金额。最重要的估计和假设涉及业务合并、无形资产估值、营业收入确认、存货估值、基于股份的支付估值、所得税、可折旧寿命评估以及相关披露的可能资产和负债。由于涉及的不确定性，未来报告的实际结果可能会与这些估计不同。
| 8 |
外币翻译
外币交易的损益是由于汇率变化对以其他货币计价的交易产生的影响。实现的外币交易损益在确定汇兑期间的净损失时包含在内，并在简明合并的经营报表中记录为其他收入。
运营板块定义为公共实体的组成部分，从中可以获得收入和支出的业务活动，可以获得与业务单元相关的单独财务信息，由我们的首席运营决策者（“CODM”）定期评估其表现和分配资源。根据510，我们CODM根据推出的两个板块如下：文档管理和文档转换。这些板块包含已组合的单个业务元件，这些业务元件基于共同的管理、客户、解决方案、服务流程和其他经济特征进行组合。我们目前没有板块间的销售。我们根据毛利润估计业绩。
公司根据首席经营决策者（“CODM”）管理业务、对资源分配做出经营决策以及评估经营业绩的方式来确定经营部门。CODM是执行管理团队。 公司已确定其仅在一个经营部门和一个可报告部门中运营，涉及激光雷达硬件和软件的销售和服务，因为CODM定期审查以统一基础呈现的财务信息。
信贷风险集中
金融 可能使公司面临集中信用风险的金融工具主要包括现金、现金及现金等价物和投资 证券。截至2024年9月30日，现金及现金等价物包括营运支票账户和短期高评级的 货币市场储蓄账户。短期投资包括高评级的公司债券和美国国债。
截至2024年9月30日的三个月，三位客户分别占总营业收入的
截至2024年9月30日的九个月内，三位客户占总营业收入的
截至2024年9月30日，与这些客户相关的应收账款占总应收账款的
通常，大量的元件和所售产品都是由单一或有限来源的供应商制造和获得的。任何单一或有限来源供应商的丧失，这些供应商未能如预期般履行，或者来自这些供应商的元件供应链的中断，可能使公司面临风险和不确定性，包括但不限于销售成本的增加、可能的收入损失或产品开发或交付的重大延误，任何这些情况都可能对公司的财务状况和经营业绩造成不利影响。
最近发布的会计准则
在2023年11月，财务会计准则委员会（“FASB”）发布了会计准则更新（“ASU”）2023-07，分部报告（主题 280）：报告服务部门（主题 280）变更披露方式，通过升级对意义重大的分部费用的披露来改进分部报告披露要求。该准则适用于 2023 年 12 月 15 日之后的财年和 2024 年 12 月 15 日之后的财年间隔期。该准则必须适用于财务报表中呈现的所有期间的追溯。该公司目前正在评估该标准对合并财务报表的影响。此次更新中的修订扩展了可报告板块的年度和临时披露要求，主要通过增强对重要板块费用的披露。所有板块的披露要求也将适用于只有一个可报告板块的公共实体。ASU 2023-07 对于公司在2024年1月1日开始的年度期间和2025年1月1日开始的临时期间生效，允许提前采用。预计该ASU对公司的财务报表披露不会产生重大影响。
2023-09号ASU的修订增强了与所得税相关的主要信息，特别是有效税率的调和和所得税信息。该指南要求披露特定类别的有效税率调和，并提供重大和适当的调和项目信息。此外，修订的指南要求根据5%或超过总所得税（扣除收到的退款）的标准对所得税支付（扣除收到的退款）进行分离，也要求在所得税支付中分离每个特定司法管辖区。此修订指南于2024年12月15日后开始实施。指南可根据前瞻性或回溯性进行应用。目前，公司正在评估这种修订指南对汇总财务报表的附注可能产生的影响。所得税（主题740）：改进所得税披露。该标准要求上市的业务实体在每年披露税率调节表的特定类别，并为满足数量门限的调节项目提供其他信息（如果这些调节项目的影响相当于或大于将税前收入（或损失）与适用的法定所得税率相乘所得金额的5%）。它还要求所有实体每年披露按联邦、州和外国税种分解的所支付的所得税（扣除退款），以及按所支付的所得税（扣除退款）在个别司法管辖区分解的金额，当所支付的所得税（扣除退款）相当于或大于所支付的总所得税（扣除退款）的5%时。最后，该标准取消了要求所有实体披露未识别税务负债余额在未来12个月内合理可能变动范围的性质和估计，或声明无法估算范围的要求。该标准对公司自2026年1月1日开始的年度适用。可以提前采纳该标准。该标准应以前瞻性基础应用。允许追溯适用。公司目前正在评估该标准可能对其财务报表产生的影响。. 本次更新中的修订要求 提供关于报告实体有效税率的详细信息 以及所缴纳的所得税信息。 ASU 2023-09 对公司在2025年1月1日开始的年度期间生效，允许提前采用。 该ASU预计将导致公司基本报表的增量披露。
2024年3月，FASB发布了ASU编号2024-01， 薪酬：股票薪酬（主题718）。 本ASU中的修订澄清了现有指导，涉及利润权益和类似奖励。ASU 2024-01适用于截至2025年1月1日的公司年度和中期时段，允许提前采纳。 公司目前正在评估本ASU可能对其基本报表及相关披露产生的影响。
2024年11月，FASB发布了ASU No. 2024-03。 损益表—汇报综合收益—费用细分披露（专题领域220-40）。 此ASU中的修订要求在基本报表附注中对某些成本和费用的特定信息进行额外披露。ASU 2024-03将于2027年1月1日起生效，公司有权提前采用。公司目前正在评估该ASU可能对其财务报表披露产生的影响。
| 9 |
基本 每股净亏损是通过在期间内加权平均的流通普通股数量计算得出的。稀释每股净亏损是通过加权平均的流通普通股数量和所有可能稀释的证券的稀释效应计算得出的，包括普通股等价物和可转换证券。由于在此期间流通的稀释证券的影响是反稀释的，稀释每股净亏损等于基本每股净亏损。
| 三个月 | 九个月 结束 | |||||||||||||||
| 九月 30日, | 九月 30日, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 分子： | ||||||||||||||||
| 净亏损 可供普通股东的损失 - 基本和稀释 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 分母： | ||||||||||||||||
| 加权平均普通股 在外流通股数 - 基本和稀释 | ||||||||||||||||
| 每股基本和稀释的净损失 | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
截至2024年和2023年9月30日的三个和九个月，以下证券从每股净亏损中被排除，因为包括它们将具有抗稀释效应：可行使的期权共计 百万美元和 万股普通股，分别为 百万美元和 万非限制性股票和绩效股票单位，分别。
4. 业务组合
2023年1月31日，公司完成了收购总部位于德国汉堡的激光雷达硬件和软件供应商Ibeo的某些净资产。此次收购的目的是收购某些Ibeo资产，主要是知识产权和人员，从而使公司能够扩大其技术和产品组合，多元化营业收入。
与此交易相关的总对价约为eur
该 交易被视为业务合并。从收购日期起，收购的经营结果已包含在简化的 合并基本报表中。
| 10 |
以下表格总结了对取得资产和承担负债的最终购买价格分配（以千为单位）:
| 加权平均 | ||||||||
| 金额 | 有用寿命 （以年为单位） | |||||||
| 总购买 金额 | $ | |||||||
| 存货 | $ | |||||||
| 其他流动资产 | ||||||||
| 经营租赁使用权资产 | ||||||||
| 物业和设备，净值 | ||||||||
| 无形资产： | ||||||||
| 已取得的科技(1) | ||||||||
| 订单积压 | ||||||||
| 合同责任 | ( | ) | ||||||
| 营运租赁负债 | ( | ) | ||||||
| 递延所得税负债 | ( | ) | ||||||
| 总可识别净资产 | $ | |||||||
| 溢价收购收益(2) | ( | ) | ||||||
| (1) | ||
| (2) |
通过使用多期超额收益和特许权使用费减免方法的收益法计算出所收购科技的估计公允价值。通过使用多期超额收益法的收益法计算出订单积压的估计公允价值。
5. 收入确认。
以下是公司产生营业收入的主要活动描述。当公司控制承诺的商品或服务转移给客户时，将确认收入，金额应反映公司预计收到的与这些商品或服务交换所得。
公司根据主题606中的五步模型评估合同，具体步骤如下：(i) 确定合同，(ii) 确定履约义务，(iii) 判断交易价格，(iv) 分配交易价格，以及 (v) 当（或在）履约义务满足时确认营业收入。
一份合同包含向客户转让货物或服务的承诺。履约义务是根据营业收入准则定义明确的，独立的承诺（或一组承诺）。
交易价格是一个实体预期从客户那里获得的对提供商品或服务的对价金额。在判断交易价格时，应考虑多个因素，包括是否存在变量对价、重要的融资成分、非现金对价或应支付给客户的金额。对变量对价的判断将需要大量的判断。在估计交易价格时，公司将使用预期值法或最可能金额法。
交易价格根据合同中各项履约义务的相对独立销售价格进行分配。当商品或服务未以独立方式销售时，确定相对独立销售价格可能会面临挑战。收入标准列出了一些方法，可以在独立销售价格不可直接观察时进行估算。还必须考虑分配折扣和变量对价。交易价格的分配可能需要公司做出重大判断。
营业收入 是在客户取得商品或服务控制权时（或之后）/履行义务得以满足时确认的。主题606提供了指南，帮助判断业绩承诺是在一时点满足还是随着时间推移满足。如果业绩承诺随着时间满足，则相关的收入也随时间确认。
| 11 |
营业收入
以下表格提供了关于按收入确认时间划分的营业收入信息（以千为单位）：
| 2024年9月30日结束的三个月 | ||||||||||||||||
| 许可和 | ||||||||||||||||
| 产品 | 特许权 | 合同 | ||||||||||||||
| 收入 | 收入 | 收入 | 总计 | |||||||||||||
| 营业收入确认时间： | ||||||||||||||||
| 产品在某一时间点转移 | $ | $ | ||||||||||||||
| 产品和服务随时间转移 | ||||||||||||||||
| 总计 | $ | $ | $ | $ | ||||||||||||
| 2024年9月30日结束的九个月 | ||||||||||||||||
| 许可和 | ||||||||||||||||
| 产品 | 特许权 | 合同 | ||||||||||||||
| 收入 | 收入 | 收入 | 总计 | |||||||||||||
| 营业收入确认时间： | ||||||||||||||||
| 产品在某一时间点进行了转移 | $ | $ | ||||||||||||||
| 产品和服务随时间的推移逐渐转移 | ||||||||||||||||
| 总计 | $ | $ | $ | $ | ||||||||||||
| 2023年9月30日结束的三个月 | ||||||||||||||||
| 许可和 | ||||||||||||||||
| 产品 | 特许权 | 合同 | ||||||||||||||
| 收入 | 收入 | 收入 | 总计 | |||||||||||||
| 营业收入确认时间： | ||||||||||||||||
| 产品在某一时点转移 | $ | $ | $ | $ | ||||||||||||
| 产品和服务随时间转移 | ||||||||||||||||
| 总计 | $ | $ | $ | $ | ||||||||||||
| 截至2023年9月30日的九个月 | ||||||||||||||||
| 许可和 | ||||||||||||||||
| 产品 | 特许权 | 合同 | ||||||||||||||
| 收入 | 收入 | 收入 | 总计 | |||||||||||||
| 营业收入确认时间： | ||||||||||||||||
| 在某一时间点转移的产品 | $ | $ | $ | $ | ||||||||||||
| 产品和服务随时间转移 | ||||||||||||||||
| 总计 | $ | $ | $ | $ | ||||||||||||
合同余额
根据第606号议题，公司的收入权利根据其条件性或非条件性而单独呈现。无条件的收入权利包括在净应收账款中，在简明合并资产负债表中。
| 12 |
期间合同资产和合同负债余额的重大变动如下（单位：千元，除百分比外）：
| 九月 30日, | 2023年12月31日, | |||||||||||||||
| 2024 | 2023 | $ 变更 | % 变化 | |||||||||||||
| 合同资产和应收账款 | $ | $ | $ | ( | ) | ( | ) | |||||||||
| 合同责任 | ( | ) | ( | ) | ( | ) | ||||||||||
| 净合同资产 （负债） | $ | $ | $ | ( | ) | ( | ) | |||||||||
合同 收购成本
公司需要将某些合同获取成本资本化，这些成本主要包括签订合同时支付的佣金。 由于公司目前在签署合同时不支付任何佣金，因此截至2024年9月30日，未产生佣金成本。
交易 价格分配给剩余履约义务
合同负债的剩余余额约为$
6. 可供出售的投资证券及公允价值计量
投资者可供出售的证券主要由公司和政府债券构成。债券的主要市场是具有较高价格透明度的经销商市场。债券的市场参与者通常是大型货币中心银行、区域型银行、经纪公司、经销商、养老基金和其他持有债务投资组合的实体。
公允价值被定义为在有序交易中，市场参与者为资产所接受或支付以转移负债的价格。因此，公允价值是一种基于市场的测量，应基于市场参与者在定价资产或负债时所使用的假设来确定。作为考虑这些假设的基础，权威指导建立了一个三层次的公允价值输入层次结构，并要求实体最大程度地利用可观察的估值输入，最小化不可观察输入的使用。公司使用市场数据、假设和市场参与者在测量资产或负债的公允价值时所使用的风险，包括输入和估值技术中固有的风险。该层次结构总结如下。
水平 1 - 报告实体在测量日期有权访问的相同资产和负债在活跃市场上的报价。
层次 2 - 可观察到的输入除了一级报价价格以外，还包括活跃市场中类似资产和负债的报价价格；在非活跃市场中的相同或类似资产和负债的报价价格；或者可通过可观察市场数据验证的其他可观察输入。
级别 3 - 不可观察的输入，几乎没有市场数据，要求我们开发自己的假设，这对公允价值的测量很重要。
资产估值输入层级分类，根据2024年9月30日和2023年12月31日（以千为单位）定期计量的资产总结如下。这些表格不包括保存在货币市场储蓄账户中的现金。
| 截至2024年 9月30日 | 等级 1 | 等级 2 | 等级 3 | 总计 | ||||||||||||
| 可供出售的投资证券： | ||||||||||||||||
| 企业债务 证券 | $ | $ | $ | $ | ||||||||||||
| 美国 国债 | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 截至2023年12月31日 | 等级 1 | 等级 2 | 等级 3 | 总计 | ||||||||||||
| 可供出售的投资证券： | ||||||||||||||||
| 企业债务 证券 | $ | $ | $ | $ | ||||||||||||
| 美国国债证券 | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
截至2024年9月30日和2023年12月31日，短期投资汇总如下（以千为单位）。
| 投资 | ||||||||||||||||
| 费用/成交量 | 毛额 | 毛额 | ，是一家领先的全方位金融公司，为高净值个人和机构客户提供专业的投资建议。以其深厚的市场知识、战略性的风险管理和个性化的服务而闻名于世，斯巴达资本在金融服务行业中是诚信和专业性的象征。 | |||||||||||||
| 摊销 | 未实现 | 未实现 | 10. 基本报表注释 — (续) 10. 累积其他全面收益（损失） 每个累积其他全面收益（净税）变化的余额组成成分，减税后，作为废物管理公司股东权益组成部分，如下表所示（以百万计，用括号表示减少到其他全面收益的金额）： 可供出售 其他综合收益（损失），在重分类之前，净税费用（益）6500万美元的金额重新分类累计其他全面收益（收益）的数额，净税后的复兴（贡献），净税（贡献）6500万美元； 余额，2024年6月30日 | |||||||||||||
| 成本 | 收益 | 损失 | 待售 | |||||||||||||
| 截至2024年9月30日 | ||||||||||||||||
| 可供出售的投资证券： | ||||||||||||||||
| 企业债务 证券 | $ | $ | ||||||||||||||
| 美国 国债 | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 投资 | ||||||||||||||||
| 费用/成交量 | 毛额 | 毛额 | ，是一家领先的全方位金融公司，为高净值个人和机构客户提供专业的投资建议。以其深厚的市场知识、战略性的风险管理和个性化的服务而闻名于世，斯巴达资本在金融服务行业中是诚信和专业性的象征。 | |||||||||||||
| 摊销 | 未实现 | 未实现 | 10. 基本报表注释 — (续) 10. 累积其他全面收益（损失） 每个累积其他全面收益（净税）变化的余额组成成分，减税后，作为废物管理公司股东权益组成部分，如下表所示（以百万计，用括号表示减少到其他全面收益的金额）： 可供出售 其他综合收益（损失），在重分类之前，净税费用（益）6500万美元的金额重新分类累计其他全面收益（收益）的数额，净税后的复兴（贡献），净税（贡献）6500万美元； 余额，2024年6月30日 | |||||||||||||
| 成本 | 收益 | 损失 | 待售 | |||||||||||||
| 截至2023年12月31日 | ||||||||||||||||
| 可供出售的投资证券： | ||||||||||||||||
| 企业债务 证券 | $ | $ | $ | ( | ) | $ | ||||||||||
| 美国国债 | ||||||||||||||||
| $ | $ | $ | ( | ) | $ | |||||||||||
| 13 |
2024年9月30日和2023年12月31日可供出售的投资证券到期日如下（以千为单位）：
| 总计 | 总计 | |||||||||||||||
| 摊销 | 未实现 | 未实现 | 估计的 | |||||||||||||
| 成本 | 收益 | 损失 | 公平 价值 | |||||||||||||
| 截至 2024 年 9 月 30 日 | ||||||||||||||||
| 到期日 | ||||||||||||||||
| 更少 超过一年 | $ | $ | ||||||||||||||
| $ | $ | |||||||||||||||
| 总计 | 总计 | |||||||||||||||
| 摊销 | 未实现 | 未实现 | 估计的 | |||||||||||||
| 成本 | 收益 | 损失 | 公平 价值 | |||||||||||||
| 截至 2023 年 12 月 31 日 | ||||||||||||||||
| 到期日 | ||||||||||||||||
| 更少 超过一年 | $ | $ | $ | ( | ) | $ | ||||||||||
| $ | $ | |||||||||||||||
以下表格总结了截至2024年9月30日和2023年12月31日的投资，这些投资在连续未实现亏损状态下持续时间少于12个月和超过12个月（以千计）：
| 少于十二个月 | 十二个月或更长 | 总计 | ||||||||||||||||||||||
| 毛额 | 毛额 | 毛额 | ||||||||||||||||||||||
| 公允价值 | 未实现 | 公允价值 | 未实现 | 公允价值 | 未实现 | |||||||||||||||||||
| 价值 | 损失 | 价值 | 损失 | 价值 | 损失 | |||||||||||||||||||
| 截至2024年9月30日 | ||||||||||||||||||||||||
| 企业债务 证券 | $ | $ | $ | |||||||||||||||||||||
| 美国国债 | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| 少于十二个月 | 十二个月或更长时间 | 总计 | ||||||||||||||||||||||
| 毛额 | 毛额 | 毛额 | ||||||||||||||||||||||
| 公允价值 | 未实现 | 公允价值 | 未实现 | 公允价值 | 未实现 | |||||||||||||||||||
| 价值 | 损失 | 价值 | 损失 | 价值 | 损失 | |||||||||||||||||||
| 截至2023年12月31日 | ||||||||||||||||||||||||
| 企业债务 证券 | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | ||||||||||||||
| 美国 国债 | ||||||||||||||||||||||||
| $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | |||||||||||||||
7. 财务报表元件
截至2024年9月30日，以下财务报表元件具有重要余额。
受限现金
截至2024年9月30日的九个月期间，限制现金（流动）大幅减少，主要由于与Ibeo的资产购买协议相关的$
存货
库存包括以下内容：
| 九月 30日, | 2023年12月31日, | |||||||
| (以千为单位) | 2024 | 2023 | ||||||
| 原材料 | $ | $ | ||||||
| 在制品 | ||||||||
| 成品 | ||||||||
| $ | $ | |||||||
库存 是采用先进先出（FIFO）法计算的，并按成本和可变现净值中较低者列示。管理层定期 评估是否需要对库存进行减值，并在必要时将库存的账面价值调整为其可变现净值。
| 14 |
固定资产
财产 和设备包括以下内容：
| 九月 30日, | 2023年12月31日, | |||||||
| (以千为单位) | 2024 | 2023 | ||||||
| 生产设备 | $ | $ | ||||||
| 租赁改良 | ||||||||
| 电脑硬件和软件/实验室设备 | ||||||||
| 办公家具和设备 | ||||||||
| 减：累计折旧 | ( | ) | ( | ) | ||||
| $ | $ | |||||||
折旧费用为$
无形资产
无形资产的 元件如下:
| 截至 2024 年 9 月 30 日 | 加权 | |||||||||||||||||||
总计 | 网 | 剩余平均值 | ||||||||||||||||||
| （以千计） | 携带 金额 | 累积 摊销 | 减值 开支 | 携带 金额 | 时期 （年份） | |||||||||||||||
| 获得的技术 | $ | |||||||||||||||||||
| 待办事项 | - | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| 截至 2023 年 12 月 31 日 | 加权 | |||||||||||||||||||
| 总计 | 网 | 剩余平均值 | ||||||||||||||||||
| （以千计） | 携带 金额 | 累积 摊销 | 减值 开支 | 携带 金额 | 时期 （年份） | |||||||||||||||
| 获得的技术 | $ | |||||||||||||||||||
| 待办事项 | - | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
摊销费用为$
期间
截至2024年6月30日的季度，管理层确定了与2024年重组事件相关的各种因素（见 注释 13.重组
收费）这共同表明，公司参考软件的公允价值很可能
截至2024年6月30日，无形资产低于其账面金额。截至2024年6月30日，减值前的公允价值为
$
| 15 |
以下表格概述了截至2024年9月30日拥有的无形资产相关的预计未来摊销费用（单位：千美元）：
| 成本 | 发展 | |||||||||||
| 截至12月31日的年度 | 收入 | 费用 | 总计 | |||||||||
| 2024年（剩余的年份） | $ | $ | ||||||||||
| 2025 | ||||||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 然后 | ||||||||||||
| $ | $ | $ | ||||||||||
该 公司向员工发放基于股份的补偿，形式包括限制性股票单位（RSUs）、绩效股票单位（PSUs）和 股票期权。基于股份的奖励通过在奖励的服务期内以直线法确认基于股份的补偿费用的公允价值进行核算，扣除估计的失效比例。RSUs和PSUs的公允价值通过授予日的普通股收盘价确定。股票期权的公允价值在授予日使用Black-Scholes期权定价模型进行估算。估计输入的变化或使用其他期权估值方法可能导致期权价值和基于股份的补偿费用有实质性差异。
| 股份-based薪酬费用 | 三个月 | 九个月 结束 | ||||||||||||||
| 九月 30日, | 九月 30日, | |||||||||||||||
| (以千为单位) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| 研发费用 | $ | $ | $ | $ | ||||||||||||
| 销售、市场、一般和行政费用 | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
期权 活动和头寸
| 加权- | ||||||||||||||||
| 加权- | 平均 | |||||||||||||||
| 平均 | 剩余 | 总计 | ||||||||||||||
| 选项 | 行使 | 加权 | 截至2023年7月29日的余额 | |||||||||||||
| 股份 | 价格 | 期限 （年） | 价值 | |||||||||||||
| 截至2024年9月30日为止优秀 | $ | $ | ||||||||||||||
| 截至2024年9月30日可行使的期权 | $ | $ | ||||||||||||||
截至2024年9月30日， 没有与股票期权相关的未识别的股份支付的员工薪酬。
| 16 |
限制性股票活动和持仓
| 加权平均值 | ||||||||
| 股票 | 价格 | |||||||
| 截至 2023 年 12 月 31 日未归属 | $ | |||||||
| 授予了 | ||||||||
| 既得的 | ( | ) | ||||||
| 被没收 | ( | ) | ||||||
| 截至 2024 年 9 月 30 日未归属 | $ | |||||||
在截至2024年9月30日的九个月期间，公司授予了 向非执行雇员发放股份，用于年度和短期激励奖励。此外，公司授予 向非执行雇员发放股份，用于新员工奖励。这些股份的价值基于授予日的普通股收盘价格，并立即或在三年或四年内行权。
在截至2024年9月30日的九个月期间，公司授予了 向执行员工和董事授予股票作为年度、短期 激励和开多激励奖励。这些股票的价值根据授予日期的普通股收盘价来确定， 并立即归属，分为一年或三年。
截至2024年9月30日，尚未确认的与RSU相关的股权补偿为$ 百万美元，将在接下来的 年内支出。尚未确认的与高管PSU相关的股权补偿为$ 百万美元，将在接下来的 年内支出。尚未确认的与非高管PSU相关的股权补偿为$ 百万美元，将在接下来的 年的时间内确认为费用。
9. 租赁
公司租用办公空间和某些设备，采用经营性租赁和融资租赁。所有租赁合同的剩余租期为一至八年。办公租赁协议包括租赁和非租赁元件，分别核算。
在 2021年9月，公司与华盛顿雷德蒙德签署了一份办公空间的租赁协议，该协议于2021年11月生效。 除了基本租金外，公司还支付额外租金，包括任何营业费用、房地产业 税和管理费的按比例份额。该租赁协议将于2032年7月到期，包含一个延长期的选择，可续租十年。
在2021年9月，公司签署了一份位于华盛顿州雷德蒙德的产品测试和实验室空间的租赁协议，该协议于2022年12月生效。除了基本租金外，公司还将支付额外租金，包括任何营业费用、房地产业税和管理费的相应份额。在截至2023年6月30日的季度内，公司收到了一笔$
在2022年4月，公司与德国纽伦堡签署了一份用于工程和开发活动的产品测试租赁协议，该协议于2022年5月生效。到2024年6月，公司在到期前放弃了该场地。
在
2022年9月，公司签订了德国纽伦堡办公空间租赁协议，该协议于2022年11月开始。在
2024 年 6 月，公司签订了提前终止协议，以减少
此外，
关于2023年1月从Ibeo收购资产，该公司在德国汉堡获得了三份租约。第一个
用于存放 It 网络设备空间的租约将在其发布之前被放弃
| 17 |
2023年12月，公司与德国汉堡签订了一份租赁协议，用于取代现有的德国汉堡办公空间租赁。预计该租赁将于2024年11月开始，期限为60个月。与这份即将开始的租赁相关的租赁负债不包括在下文的表中。
租赁费用的元件如下：
| 三个月 | 九个月 结束 | |||||||||||||||
| 九月 30日, | 九月 30日, | |||||||||||||||
| (以千为单位) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| 营业租赁费用 | $ | $ | $ | $ | ||||||||||||
| 融资租赁费用: | ||||||||||||||||
| 租赁资产的摊销 资产 | ||||||||||||||||
| 租赁负债的利息 | ||||||||||||||||
| 总融资租赁费用 | ||||||||||||||||
| 总租赁费用 | $ | $ | $ | $ | ||||||||||||
补充 与租赁相关的现金流信息如下：
| 九个月 结束 | ||||||||
| 九月 30日, | ||||||||
| (以千为单位) | 2024 | 2023 | ||||||
| 计入租约负债测量的支付现金： | ||||||||
| 经营租赁活动产生的现金流量 | $ | |||||||
| 融资租赁的运营现金流 融资租赁的运营现金流 | ||||||||
| 融资租赁的融资现金流 融资租赁的融资现金流 | ||||||||
补充 与租赁相关的资产负债表信息如下：
| 九月 30日, | 2023年12月31日, | |||||||
| (以千为单位) | 2024 | 2023 | ||||||
| 经营租赁 | ||||||||
| 营业租赁负债-流动部分 | $ | $ | ||||||
| 经营租赁 负债的流动部分 | ||||||||
| 经营租赁负债，扣除本期部分 | ||||||||
| 全部运营租赁负债 | $ | $ | ||||||
| 融资租赁 | ||||||||
| 财产和设备， 按成本 | $ | $ | ||||||
| 累计折旧 | ( | ) | ( | ) | ||||
| 不动产、机器及设备，净值 | $ | $ | ||||||
| 加权平均剩余租赁期限 | ||||||||
| 经营租赁 | | |||||||
| 加权平均贴现率 | ||||||||
| 经营租赁 | % | % | ||||||
| 18 |
As of September 30, 2024, maturities of lease liabilities are as follows:
| (in thousands) | Operating | |||
| Years Ended December 31, | leases | |||
| 2024 (remainder of year) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total minimum lease payments | ||||
| Less: amount representing interest | ( | ) | ||
| Present value of capital lease liabilities | $ | |||
10. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
During
the quarter ended September 30, 2023, the Company entered into a $
Litigation
The Company is subject to various claims and pending or threatened lawsuits in the normal course of business. The Company is not currently party to any legal proceedings that management believes are reasonably possible to have a material adverse effect on financial position, results of operations, or cash flows.
11. COMMON STOCK
In
March 2024, the Company entered into a $
In
June 2023, the Company entered into a $
In
June 2021, the Company entered into a $
| 19 |
12. INCOME TAXES
The
Company recognized income tax expense of $
As
of September 30, 2024, the Company continues to have
13. RESTRUCTURING CHARGES
In
the first half of 2024, to better align the Company’s resources to support business needs, the Company reduced the global workforce
by approximately 37%. The Company recognized approximately $
14. SUBSEQUENT EVENTS
On
October 14, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) for the purchase of
senior secured convertible notes (the “Convertible Note”) with an institutional investor (the “Holder”). The
principal amount for the initial note is $
The
Convertible Note will rank senior to all outstanding and future indebtedness of the Company. Beginning on January 1, 2025, the Holder
may elect to require the Company to partially repay the Notes up to $
On
October 23, 2024, the Purchase Agreement closed and the Convertible Note was issued for net proceeds of approximately $
| 20 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking statements
The information set forth in this report in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 3, “Quantitative and Qualitative Disclosures about Market Risk,” includes “Forward-Looking Statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is subject to the safe harbor created by those sections. Such statements may include, but are not limited to, projections of revenues and expenses, and measures of income or loss, status of product development and performance, market opportunity and future demand, partner and customer engagement, cooperative agreements, strategic plans, future operations, financing needs or plans of MicroVision, Inc. (“we,” “our,” or “us”), as well as assumptions relating to the foregoing. The words “anticipate,” “could,” “believe,” “estimate,” “expect,” “goal,” “may,” “plan,” “will,” and similar expressions identify forward-looking statements. Factors that could cause actual results to differ materially from those projected in our forward-looking statements include risk factors identified below in Item 1A.
Overview
MicroVision, Inc. is a global developer and supplier of lidar hardware and software solutions focused primarily on automotive lidar and advanced driver-assistance systems (“ADAS”) markets where we can deliver safe mobility at the speed of life. We offer a suite of light detection and ranging, or lidar, sensors and perception and validation software to automotive OEMs, for ADAS and autonomous vehicle (“AV”) applications, as well as to complementary markets for non-automotive applications including industrial, robotics and smart infrastructure. Our long history of developing and commercializing the core components of our lidar hardware and related software, combined with the experience of the team acquired from Ibeo Automotive Systems (“Ibeo”) with automotive-grade qualification, gives us a compelling advantage as a development and commercial partner.
Founded in 1993, MicroVision, Inc. is a pioneer in laser beam scanning, or LBS technology, which is based on our patented expertise in micro-electromechanical systems, or MEMS, laser diodes, opto-mechanics, electronics, algorithms and software and how those elements are packaged into a small form factor. Throughout our history, we have combined our proprietary technologies with our development expertise to create innovative solutions to address existing and emerging market needs, such as augmented reality microdisplay engines; interactive display modules; consumer lidar components; and, most recently, automotive lidar sensors and software solutions for the automotive market.
In January 2023, we acquired certain strategic assets of Germany-based Ibeo, which was founded in 1998 as a lidar hardware and software provider. Ibeo developed and launched the first lidar sensor to be automotive qualified for serial production with a Tier 1 automotive supplier and that is currently available in passenger cars by premium OEMs. Ibeo developed software solutions, including perception and validation software, which are also used by premium OEMs. In addition, Ibeo sold its products for non-automotive uses such as industrial, smart infrastructure and robotics applications.
For the automotive market, our integrated solution combines our MEMS-based dynamic-range lidar sensor and perception software, to be integrated on our custom ASIC, targeted for sale to premium automotive OEMs and Tier 1 automotive suppliers. Our ADAS solution is intended to leverage edge computing and custom ASICs to enable our hardware and perception software to be integrated into an OEM’s ADAS stack.
In addition to our dynamic-range and long-range MAVIN sensor and perception software solution for the automotive market, our product suite includes our short-range flash-based MOVIA lidar sensor as well as perception software, for automotive and industrial applications, including smart infrastructure, robotics, and other commercial segments. Also, our validation software tool, the MOSAIK suite, is targeted for use by OEMs and Tier 1s for validating vehicle sensors for ADAS and AV applications, but we have reduced our development and sales efforts on this product. As such, in the first half of 2024, in an effort to better align our resources away from MOSAIK, we performed a restructuring and reorganization to focus on MAVIN and MOVIA driven by perception software. While this 37% reduction in workforce resulted in approximately $5.8 million in expenses through the nine months ended September 30, 2024, we expect this to extend our financial runway through reduced personnel expenses and provide operational efficiencies that will streamline cash burn. See Item 1, Note 13. Restructuring Charges for additional discussion.
In the recent past, we developed micro-display concepts and designs for use in head-mounted augmented reality, or AR, headsets and developed a 1440i MEMS module supporting AR headsets. We also developed an interactive display solution targeted at the smart speaker market and a small consumer lidar sensor for use indoors with smart home systems.
Although our development and productization efforts are now solely focused on our lidar sensors and related software solutions, our revenue in the fiscal year ended December 31, 2023 was largely derived from one customer, Microsoft Corporation, related to components that we developed for a high-definition display system. Our arrangement with this customer generated royalty income, which we do not expect will continue in future periods.
| 21 |
To date, we have been unable to secure customers at the scale needed to successfully launch our products. We have incurred significant losses since inception and we expect to continue to incur significant losses in the near term. We have funded our operations to date primarily through the sale of common stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues, product sales, and licensing activities. In October 2024, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Holder”) for the purchase of a senior secured convertible note (the “Convertible Note”) up to $75.0 million. See Item 1, Note 14. Subsequent Events.
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that materially affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. We evaluate our estimates on a continuous basis. We base our estimates on historical data, terms of existing contracts, our evaluation of trends in the consumer display and 3D sensing industries, information provided by our current and prospective customers and strategic partners, information available from other outside sources and on various other assumptions we believe to be reasonable under the circumstances. The results form the basis for making judgments regarding the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes to our critical accounting judgments, policies, and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2023.
Results of Operations
Revenue
| (in thousands) | 2024 | 2023 | $ change | % change | ||||||||||||
| Three Months Ended September 30, | $ | 190 | $ | 1,047 | $ | (857 | ) | (81.9 | ) | |||||||
| Nine Months Ended September 30, | 3,046 | 2,158 | 888 | 41.1 | ||||||||||||
Revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We recognize revenue either at a point in time, or over time, depending upon the characteristics of the individual contract. If control of the deliverable(s) occurs over time, the revenue is recognized in proportion to the transfer of control. If control passes to the customer only upon completion and transfer of the asset, revenue is recognized at the completion of the contract.
The decrease in revenue for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to a decrease in sales related to an OEM for our MOSAIK software, partially offset by royalties from an automotive supplier.
The increase in revenue for the nine months ended September 30, 2024 compared to the same period in 2024 primarily due to the sale of sensors to an existing industrial customer for agricultural equipment and service parts, an increase in shipments of MOVIA L sensors to Daimler Truck North America and affiliates as part of their RFQ evaluation process, and increased sales to a second industrial customer. These increases were partially offset by a decrease in sales related to an OEM for our MOSAIK software.
Cost of revenue
| % of | % of | |||||||||||||||||||||||
| (in thousands) | 2024 | revenue | 2023 | revenue | $ change | % change | ||||||||||||||||||
| Three Months Ended September 30, | $ | 583 | 306.8 | $ | 625 | 59.7 | $ | (42 | ) | (6.7 | ) | |||||||||||||
| Nine Months Ended September 30, | 3,414 | 112.1 | 1,870 | 86.7 | 1,544 | 82.6 | ||||||||||||||||||
Cost of revenue includes both direct and allocated indirect costs of products and services sold to customers. Direct costs include labor, materials, reserves for estimated warranty expenses, and other costs incurred directly, or charged to us by our contract manufacturers, in the manufacture of these products. Indirect costs include labor, overhead, and other costs associated with operating our manufacturing capabilities and our research and development department. Overhead includes the costs of procuring, inspecting and storing material, facility and other costs, and is allocated to cost of revenue based on the proportion of indirect labor which supported revenue activities.
| 22 |
Cost of revenue can fluctuate significantly from period to period, depending on the product mix and volume, the level of overhead expense and the volume of direct material purchased. The increase in cost of revenue for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to an increase in revenue from sensors in 2024. The change in cost of revenue was driven primarily by the revenue mix as 2023 had higher MOSAIK software revenue compared to sale of sensors in 2024.
Research and development expense
| (in thousands) | 2024 | 2023 | $ change | % change | ||||||||||||
| Three Months Ended September 30, | $ | 8,736 | $ | 15,584 | $ | (6,848 | ) | (43.9 | ) | |||||||
| Nine Months Ended September 30, | 40,251 | 42,127 | (1,876 | ) | (4.5 | ) | ||||||||||
Research and development expense consists of compensation related costs of employees and contractors engaged in internal research and product development activities, direct material to support development programs, laboratory operations, outsourced development and processing work, and other operating expenses. We assign our research and development resources based on the business opportunity of the available projects, the skill mix of the resources available and the contractual commitments we have made to our customers. We believe that a substantial level of continuing research and development expense will be required to further develop our scanning technology.
The decrease in research and development expense during the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to lower salary and benefits expense and non-cash compensation of $4.8 million as a result of 2024 restructuring events, lower subcontractor fees of $1.6 million primarily related to subcontractors used in 2023 on our MOVIA lidar sensors, lower direct materials and equipment costs of $0.2 million, and lower depreciation expense of $0.1 million. The decrease was partially offset by higher IT and software costs of $0.2 million.
The decrease during the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to lower salary and benefits expense and non-cash compensation of $5.9 million as a result of 2024 restructuring events, lower depreciation expense of $0.7 million, lower freight costs of $0.2 million, and lower direct materials and equipment costs of $0.2 million. These decreases were partially offset by restructuring charges of $5.1 million, higher IT and software costs of $0.7 million, and higher subcontractor fees of $0.2 million.
Sales, marketing, general and administrative expense
| (in thousands) | 2024 | 2023 | $ change | % change | ||||||||||||
| Three Months Ended September 30, | $ | 6,599 | $ | 8,743 | $ | (2,144 | ) | (24.5 | ) | |||||||
| Nine Months Ended September 30, | 23,423 | 27,172 | (3,749 | ) | (13.8 | ) | ||||||||||
Sales, marketing, general and administrative expense includes compensation and support costs for marketing, sales, management and administrative staff, and for other general and administrative costs, including legal and accounting services, consultants and other operating expenses.
The decrease in sales, marketing, general and administrative expense during the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to lower salary and benefits expense and non-cash compensation of $1.5 million as a result of 2024 restructuring events, lower advertising costs of $0.3 million, lower subcontractor fees of $0.2 million, lower professional fees of $0.1 million, lower depreciation expense of $0.1 million, and lower business insurance fees of $0.1 million due to favorable rates obtained. These decreases were partially offset by higher IT and software costs of $0.1 million.
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The decrease during the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to lower professional fees of $1.6 million primarily related to legal and audit fees associated with the acquisition of Ibeo in 2023, lower salary and benefits expense and non-cash compensation of $1.6 million as a result of 2024 restructuring events, lower subcontractor fees of $0.7 million, lower business insurance fees of $0.5 million due to favorable rates obtained, and lower advertising costs of $0.3 million. These decreases were partially offset by restructuring charges of $0.7 million, higher IT and software costs of $0.4 million, and higher trade show expense of $0.2 million.
Impairment loss on intangible assets
| (in thousands) | 2024 | 2023 | $ change | % change | ||||||||||||
| Three Months Ended September 30, | $ | - | $ | - | $ | - | - | |||||||||
| Nine Months Ended September 30, | 3,027 | - | 3,027 | - | ||||||||||||
Impairment loss on intangible assets includes impairment charges on intangible assets. During the nine months ended September 30, 2024, management identified impairment indicators related to MOSAIK software. We performed an assessment of projected future cash flows which resulted in a $3.0 million impairment charge and reduction in the estimated useful life of the asset. See Item 1, Note 7. Financial Statement Components for additional discussion.
Bargain purchase gain, net of tax
| (in thousands) | 2024 | 2023 | $ change | % change | ||||||||||||
| Three Months Ended September 30, | $ | - | $ | - | $ | - | - | |||||||||
| Nine Months Ended September 30, | - | 1,706 | (1,706 | ) | (100.0 | ) | ||||||||||
During the nine months ended September 30, 2023, we recorded a bargain purchase gain related to the acquisition of assets from Ibeo. The bargain purchase gain represents the excess of the fair value of the underlying net assets acquired and liabilities assumed over the purchase consideration paid in the transaction.
Other income
| (in thousands) | 2024 | 2023 | $ change | % change | ||||||||||||
| Three Months Ended September 30, | $ | 297 | $ | 637 | $ | (340 | ) | (53.4 | ) | |||||||
| Nine Months Ended September 30, | 1,713 | 4,846 | (3,133 | ) | (64.7 | ) | ||||||||||
The decrease in other income during the nine months ended September 30, 2024 compared to the same period in 2023 is primarily due to a payment received in 2023 of $3.0 million as an incentive to terminate our previous building lease.
Liquidity and Capital Resources
We have incurred significant losses since inception. We have funded operations to date primarily through the sale of common stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues, product sales, and licensing activities. As of September 30, 2024, the Company had total liquidity of $43.2 million including $16.5 million in cash and cash equivalents and $26.7 million in short-term investment securities. We also have approximately $122.6 million availability left on our existing $150.0 million ATM facility that was put in place in the first quarter of 2024. After giving effect to the net proceeds of $38.0 million from the first $45.0 million tranche of the Convertible Note, the Company expects to have approximately $81.2 million in cash and cash equivalents and access to $153 million of additional capital, including $122.6 million under its existing ATM facility and $30.0 million from the remaining commitment pursuant to the Convertible Note. See Item 1. Note 14, Subsequent Events. Based on our current operating plan, we anticipate that we have sufficient cash and cash equivalents to fund our operations for at least the next 12 months.
Operating activities
Cash used in operating activities totaled $53.5 million during the nine months ended September 30, 2024 compared to cash used in operating activities of $50.5 million during the same period in 2023. Cash used in operating activities resulted primarily from cash used to fund our net loss, after adjusting for non-cash charges such as share-based compensation, intangible impairment expense, depreciation and amortization charges and changes in operating assets and liabilities. The changes in cash used in operating activities are primarily attributable to severance payments related to the 2024 restructuring events and timing of customer payments in 2024.
While the 2024 restructuring events produced an initial increase in cash outflows, we expect operating cash outflows to decrease in the future, as evidenced by the decline in cash used in operating activities each quarter of 2024. Specifically, for the three months ended September 30, 2024, cash used in operating activities totaled $14.1 million, as compared to $18.6 million for the three months ended June 30, 2024 and $20.8 million for the three months ended March 31, 2024.
We expect to make additional payments to our contract manufacturing partner in connection with the buildup of MOVIA sensor inventory for direct sales to both automotive and non-automotive customers totaling approximately $4.8 million over the remainder of 2024 through 2025 in line with agreed-upon deliveries.
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Investing activities
During the nine months ended September 30, 2024, net cash used in investing activities was $3.8 million compared to net cash provided by investing activities of $21.4 million during the same period in 2023. During the nine months ended September 30, 2024, we purchased short-term investment securities totaling $25.6 million and sold short-term investment securities totaling $28.3 million, compared to purchases of $27.1 million and sales of $61.7 million in the same period of 2023. During the nine months ended September 30, 2024, we purchased property and equipment totaling $0.3 million compared to $2.0 million in the same period in 2023. During the nine months ended September 30, 2024, we made payments totaling $6.3 million related to the acquisition of Ibeo assets compared to $11.2 million in the same period in 2023.
Financing activities
Net cash provided by financing activities totaled $26.2 million during the nine months ended September 30, 2024, compared to net cash provided by financing activities of $60.8 million during the same period of 2023. Proceeds received from stock option exercises totaled $0.1 million during the nine months ended September 30, 2024 compared to $0.2 million during the same period in 2023. Net proceeds from issuance of common stock were $26.1 million during nine months ended September 30, 2024 compared to $60.6 million during the same period in 2023.
Additionally, subsequent to September 30, 2024, we received approximately $38.0 million in net proceeds, inclusive of debt issuance costs, from the issuance of $45.0 million senior secured convertible notes. See Item 1. Note 14, Subsequent Events.
The following is a list of our financing activities during 2024 and 2023.
| ● | In March 2024, we entered into a $150.0 million ATM equity offering agreement with Deutsche Bank Securities, Inc., Mizuho Securities USA LLC and Craig-Hallum Capital Group LLC (collectively, the “Agents”). Under the agreement, we are able, at our discretion, to offer and sell shares of our common stock having an aggregate value of up to $150.0 million through or directly to the Agents. As of September 2024, we completed sales under such sales agreement of 15.0 million shares for net proceeds of $26.1 million. As of September 30, 2024, we have approximately $122.6 million available under this sales agreement. | |
| ● | In June 2021, we entered into a $140.0 million ATM equity offering agreement with Craig-Hallum. Under the agreement we were able, at our discretion, to offer and sell shares of our common stock having an aggregate value of up to $140.0 million through Craig-Hallum. As of December 31, 2022, we had issued 8.3 million shares of our common stock for net proceeds of $81.8 million under this ATM agreement. During the quarter ended March 31, 2023, we issued 5.0 million shares of our common stock for net proceeds of $12.5 million under the agreement. The sales agreement was terminated in June 2023. | |
| ● | In June 2023, we entered into a $45.0 million ATM equity offering agreement with Craig-Hallum. Under the agreement, we were able, at our discretion, to offer and sell shares of our common stock having an aggregate value of up to $45.0 million through Craig-Hallum. As of June 30, 2023, we had completed sales under such sales agreement, having sold 10.9 million shares for net proceeds of $43.9 million. As of June 30, 2023, we had issued 257,000 shares for net proceeds of $925,000 that was received in July 2023. The $925,000 was classified as subscriptions receivable on our June 30, 2023 balance sheet and is not included in the cash balance as of June 30, 2023. No further shares are available for sales under this agreement. |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate and Market Liquidity Risk
As of September 30, 2024, all of our cash and cash equivalents have variable interest rates; however, we believe our exposure to market and interest rate risk is not material. Due to the generally short-term maturities of our investment securities, we believe that the market risk arising from our holdings of these financial instruments is not significant. We do not believe that inflation has had a material effect on our business, financial condition or results of operations; however, we do anticipate our labor costs to increase as a result of inflationary pressures.
Our investment policy generally directs that the investment managers should select investments to achieve the following goals: principal preservation, adequate liquidity and return. As of September 30, 2024, our cash and cash equivalents are comprised of short-term highly rated (A rated securities and above) money market savings accounts and our short-term investments are comprised of highly rated corporate and government debt securities (A rated securities and above). The values of cash and cash equivalents and investment securities, available-for-sale as of September 30, 2024, are as follows:
| (in thousands) | Amount | Percent | ||||||
| Cash and cash equivalents | $ | 16,523 | 38.2 | % | ||||
| Less than one year | 26,679 | 61.8 | % | |||||
| $ | 43,202 | 100.0 | % | |||||
Foreign Exchange Rate Risk
Our major contract and collaborative research and development agreements, product sales, and licensing activity payments are currently made in U.S. dollars or Euros. Changes in the relative value of the U.S. dollar to the Euro and other currencies may affect revenue and other operating results as expressed in U.S. dollars. In addition, our international subsidiary financial statements are denominated in Euros. As such, the consolidated financial statements will continue to remain subject to the impact of foreign currency translation as our international operations continue to expand. In the future, we may enter into foreign currency hedges to offset material exposure to currency fluctuations when we can adequately determine the timing and amounts of the exposure.
ITEM 4. CONTROLS AND PROCEDURES
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 defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report and, based on this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
ITEM 1. LEGAL PROCEEDINGS
We are subject to various claims and pending or threatened lawsuits in the normal course of business. We are not currently party to any other legal proceedings that management believes are reasonably possible to have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
You should carefully consider the risks described below together with the other information set forth in this report, which could materially affect our business, financial condition and future results. The risks described below are not the only risks facing our company. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.
Risk Factors Related to Our Business
We have a history of operating losses and expect to incur significant losses in the future.
We have had substantial losses since our inception. We cannot assure you that we will ever become or remain profitable.
| ● | As of September 30, 2024, we had an accumulated deficit of $831.1 million. | |
| ● | We incurred net losses of $765.4 million from inception through 2023, and a net loss of $65.8 million during the nine months ended September 30, 2024. |
The likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered by companies formed to develop and commercialize new technologies. In particular, our operations to date have focused primarily on research and development of our Laser Beam Scanning, or LBS, technology system, including products built around that technology such as our automotive lidar sensors, and development of demonstration units. We are unable to accurately estimate future revenues and operating expenses based upon historical performance.
We cannot be certain that we will succeed in obtaining additional development revenue or commercializing our technology or products at scale. In light of these factors, we expect to continue to incur significant losses and negative cash flow through 2024 and the foreseeable future. There is significant risk that we will not achieve positive cash flow at any time in the future.
We will require additional capital to fund our operations at the level necessary to implement our business plan. Raising additional capital will dilute the value of current shareholders’ investment in us. Additionally, we may be unable to raise capital on terms acceptable to us.
Based on our current operating plan, we anticipate that we have sufficient cash and cash equivalents to fund our operations for at least the next 12 months. We will, however, require additional capital to fund our operating plan past that time. We will seek to obtain additional capital through the issuance of equity or debt securities, development revenue, product sales, and/or licensing activities. There can be no assurance that any such efforts to obtain additional capital would be successful.
We are currently focused on developing and commercializing our automotive lidar solution. This involves introducing new technologies into an emerging market which creates significant uncertainty about our ability to accurately project the amounts and timing of revenue, costs, and cash flows. Our capital requirements will depend on many factors, including, but not limited to, the commercial success of our technologies, the rate at which OEMs introduce systems incorporating our products and technologies and the market acceptance and competitive position of such systems. Our expenses increased significantly as a result of the January 2023 Ibeo acquisition and related headcount increase, though in the first half of 2024 we effectuated meaningful headcount reductions. If revenues continue to be less than we anticipate, if the mix of revenues and the associated margins vary from anticipated amounts, or if expenses exceed the amounts budgeted, we may require additional capital earlier than expected to fund our operations. In addition, our operating plan provides for the development of strategic relationships with suppliers of components, products and systems, and equipment manufacturers that may require additional investments by us.
Additional capital may not be available to us or, if available, may not be available on terms acceptable to us or on a timely basis. Raising additional capital may involve issuing securities with rights and preferences that are senior to our common stock and may dilute the value of our current shareholders’ investment in us. If adequate capital resources are not available on a timely basis, we may consider limiting our operations substantially and we may be unable to continue as a going concern. This limitation of operations could include reducing investments in our research and development projects, staff, operating costs, and capital expenditures which could jeopardize our ability to achieve our business goals or satisfy our customer requirements.
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Risks Related to our Financial Statements and Results
Our revenue is generated from a small number of customers and, as we have experienced recently and in the past, losing a significant customer negatively impacts our revenue.
For the nine months ended September 30, 2024, a leading supplier of agricultural equipment manufacturer accounted for $1.7 million in revenue, representing 55% of our total revenue. A major global trucking OEM accounted for $0.6 million in revenue, representing 20% of our total revenue, and an automotive supplier accounted for $0.3 million in revenue, representing 10% of our total revenue. For the nine months ended September 30, 2023, one customer accounted for $0.8 million in revenue, representing 38% of our total revenue, a second customer accounted for $0.4 million in revenue, representing 17% of our total revenue, a third customer accounted for $0.2 million in revenue, representing 11% of our total revenue, and a fourth customer accounted for $0.2 million in revenue, representing 10% of our total revenue.
We have, in the past, identified a material weakness in our internal controls.
In the second quarter of 2021, we identified a material weakness in the controls that support our determination of the grant date of equity awards. If we identify further material weaknesses in our internal controls, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting obligations. Any such failure could cause investors to lose confidence in the accuracy of our financial reports, harm our reputation, and adversely affect the market price of our common stock.
Our internal controls over financial reporting for fiscal year 2024 include controls of our subsidiary, MicroVision GmbH, which became a significant subsidiary upon the closing of our acquisition of assets from Ibeo in 2023. Given the added complexity stemming from the inclusion of our German subsidiary within our control environment, the risk of a material weakness in internal controls will be higher than it has been to date.
Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our common stock could incur substantial losses.
Our stock price has fluctuated significantly in the past, has recently been volatile, and may be volatile in the future. Over the 52-week period ending November 4, 2024, our common stock has traded at a low of $0.83 and a high of $2.98. We may continue to experience sustained depression or substantial volatility in our stock price in the foreseeable future unrelated to our operating performance or prospects. For the fiscal year ended December 31, 2023, we incurred a loss per share of $(0.45).
As a result of this volatility, investors may experience losses on their investment in our common stock. The market price for our common stock may be influenced by many factors, including the following:
| ● | investor reaction to our business strategy; | |
| ● | the success of competitive products or technologies; | |
| ● | strategic developments; | |
| ● | the timing and results of our development and commercialization efforts with respect to our lidar sensors and ADAS solutions; | |
| ● | changes in regulatory or industry standards applicable to our technologies; | |
| ● | variations in our or our competitors’ financial and operating results; | |
| ● | developments concerning our collaborations or partners; | |
| ● | developments or disputes with any third parties that supply, manufacture, sell, or market any of our products; | |
| ● | developments or disputes concerning patents or other proprietary rights, including patents, litigation matters, and our ability to obtain patent protection for our technology; | |
| ● | actual or perceived defects in any of our products, if commercialized, and any related product liability claims; | |
| ● | our ability or inability to raise additional capital and the terms on which we raise it; | |
| ● | declines in the market prices of stocks generally; |
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| ● | trading volume of our common stock; | |
| ● | sales of our common stock by us or our stockholders; | |
| ● | general economic, industry and market conditions; and | |
| ● | the effects of other events or factors, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, such as the COVID-19 outbreak, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere. |
Since the price of our common stock has fluctuated in the past, has suffered recent declines and may be volatile in the future, investors in our common stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current levels or that future sales of our common stock will not be at prices lower than those sold to investors.
Additionally, securities of certain companies have in the past few years experienced significant and extreme volatility in stock price due to short sellers of shares of common stock, known as a “short squeeze.” These short squeezes have caused extreme volatility in both the stock prices of those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment, as in many cases the price per share has declined steadily as interest in those stocks has abated. There can be no assurance that our shares will not be subject to a short squeeze in the future, and investors may lose a significant portion or all of their investment if they purchase our shares at a rate that is significantly disconnected from our underlying value.
If we are unable to maintain our listing on The Nasdaq Global Market, it could become more difficult to sell our stock in the public market.
Our common stock is listed on The Nasdaq Global Market. To maintain our listing on this market, we must meet Nasdaq’s listing maintenance standards. As a result of recent declines and volatility in our stock price, there is a significant risk that we could fail to maintain compliance with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Global Market. If we are unable to continue to meet Nasdaq’s listing maintenance standards for any reason, such as our minimum bid price falling below $1 for 30 consecutive trading days, our common stock could be delisted from The Nasdaq Global Market. If our common stock were delisted, we may seek to list our common stock on The Nasdaq Capital Market, the NYSE American or on a regional stock exchange or, if one or more broker-dealer market makers comply with applicable requirements, the over-the-counter, or OTC, market. Listing on such other market or exchange could reduce the liquidity of our common stock. If our common stock were to trade in the OTC market, an investor would find it more difficult to dispose of, or to obtain accurate quotations for the price of, the common stock.
A delisting from The Nasdaq Global Market and failure to obtain listing on another market or exchange would subject our A delisting from The Nasdaq Global Market and failure to obtain listing on another market or exchange would subject our common stock to so-called penny stock rules that impose additional sales practice and market-making requirements on broker-dealers who sell or make a market in such securities. Consequently, removal from The Nasdaq Global Market and failure to obtain listing on another market or exchange could affect the ability or willingness of broker-dealers to sell or make a market in our common stock and the ability of purchasers of our common stock to sell their securities in the secondary market.
On November 4, 2024, the closing price of our common stock was $1.00 per share.
Our lack of financial resources relative to our competitors may limit our revenues, potential profits, overall market share, or value.
Our products and solutions compete with other pureplay lidar developers, many of which have recently gone public through de-SPAC transactions and therefore have substantially greater financial resources than we have. We also face competition from OEMs and Tier 1 suppliers that have internally developed lidar sensors. All of these OEMS and Tier 1s are significantly larger, more well-resourced, have long operating histories and enjoy relevant brand recognition. Because of their greater resources, our competitors may develop or commercialize products more quickly than us and have access to more entrenched sales channels. This imbalance in financial resources and access could result for us in reduced revenues, lower margins or loss of market share, any of which could reduce the value of our business. Additionally, for a variety of reasons, customers may choose to purchase from suppliers that have substantially greater financial or other resources than we have.
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Risks Related to Fundraising Transactions and the Convertible Note
You will experience further dilution if we issue additional equity securities in future fundraising transactions.
We are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. If we issue additional common stock, or securities convertible into or exchangeable or exercisable for common stock (including additional convertible notes to the Holder of the Convertible Note issued by us in October 2024 pursuant to the Securities Purchase Agreement dated October 14, 2024), our stockholders could experience additional dilution, and any such issuances may result in downward pressure on the price of our common stock.
Sales of shares of our common stock by the Holder of the October 2024 Convertible Note may cause our stock price to decline.
Sales of substantial amounts of our shares of common stock in the public market by the Holder of the Convertible Note issued by us in October 2024, or the perception that those sales may occur, could cause the market price of shares of our common stock to decline and impair our ability to raise capital through the sale of additional shares of our common stock.
We do not currently intend to pay dividends on our common stock, and any return to investors is expected to come, if at all, only from potential increases in the price of our common stock.
At the present time, we intend to use available funds to finance our operations. Accordingly, while payment of dividends rests within the discretion of our board of directors, no cash dividends on our common shares have been declared or paid by us and we have no intention of paying any such dividends in the foreseeable future. Any return to investors is expected to come, if at all, only from potential increases in the price of our common stock
There are risks associated with our outstanding Convertible Note, and any additional convertible notes that may be issued under the October 2024 Securities Purchase Agreement, that could adversely affect our business and financial condition.
On October 23, 2024, we issued a Convertible Note in the principal amount of $45.0 million. Pursuant to the Securities Purchase Argument dated October 14, 2024, we can issue up to an aggregate principal amount of $75.0 million in senior secured convertible notes to the Holder of the October 2024 Convertible Note, subject to certain conditions and limitations. The terms of any additional convertible notes issued under the Purchase Agreement would be similar to those under the Convertible Note.
The Convertible Note provides for certain events of default, such as our failing to make timely payments under the Convertible Note and failing to timely comply with the reporting requirements of the Exchange Act. The Purchase Agreement and the Convertible Note also contain customary affirmative and negative covenants, including limitations on incurring additional indebtedness, the creation of additional liens on our assets, and entering into investments, as well as a minimum liquidity requirement.
Our ability to remain in compliance with the covenants under the Convertible Note depends on, among other things, our operating performance, competitive developments, financial market conditions and stock exchange listing of our common stock, all of which are significantly affected by financial, business, economic and other factors. We are not able to control many of these factors. Accordingly, our cash flow may not be sufficient to allow us to pay principal on the Convertible Note and any additional convertible notes issued under the Purchase Agreement or meet our other obligations under the Purchase Agreement. Our level of indebtedness under the Purchase Agreement could have other important consequences, including the following:
| ● | We may need to use a substantial portion of our cash flow from operations to pay principal on the Convertible Note and any additional convertible notes issued under the Purchase Agreement, which would reduce funds available to us for other purposes such as working capital, capital expenditures, potential acquisitions and other general corporate purposes; |
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| ● | We may be unable to refinance our indebtedness under the Purchase Agreement or to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate purposes; | |
| ● | We may be unable to comply with financial and other covenants in the Convertible Note, which could result in an event of default that, if not cured or waived, may result in acceleration of the Convertible Note and any additional convertible notes issued under the Purchase Agreement and would have an adverse effect on our business and prospects, could cause us to lose the rights to our intellectual property, and could force us into bankruptcy or liquidation; | |
| ● | The conversion of the Convertible Note and any additional convertible notes issued under the Purchase Agreement could result in significant dilution of our common stock, which could result in significant dilution to our existing stockholders and cause the market price of our common stock to decline; and | |
| ● | We may be more vulnerable to an economic downturn or recession and adverse developments in our business. |
There can be no assurance that we will be able to manage any of these risks successfully.
Our obligations to the Holder under the October 2024 Convertible Note, and any additional convertible notes, are secured by a security interest in all of our bank and securities accounts, now owned and hereafter created or acquired, and if we default on those obligations, the Holder could foreclose on our bank and securities accounts.
Our obligations under the Convertible Note, and any additional convertible notes issued pursuant to the Purchase Agreement, and the related transaction documents, are secured by a security interest in all of our bank and securities accounts, now owned and hereafter created or acquired. As a result, if we default on our obligations under the Convertible Note, or any additional convertible notes, the collateral agent on behalf of the Holder could foreclose on the security interests and liquidate some or all of our bank and securities accounts, which would harm our business, financial condition and results of operations and could require us to reduce or cease operations and investors may lose all or part of your investment.
Risks Related to Our Operations
Difficulty in qualifying a contract manufacturer, Tier 1 partner, or foundry for our products, or experiencing changes in our supply chain, could cause delays that may result in lost future revenues and damaged customer relationships.
Historically, we have relied on single or limited-source suppliers to manufacture our products. Establishing and maintaining a relationship with a contract manufacturer, automotive Tier 1 partner, or foundry is a time-consuming process, as our unique technologies may require significant manufacturing process adaptation to achieve full manufacturing capacity. To the extent that we are not able to establish or maintain a relationship with a contract manufacturer, Tier 1 partner, or foundry in a timely manner or at prices or on other terms that are acceptable to us, we may be unable to meet contract or production milestones. Moreover, changes in our supply chain could result in increased cost and delays and subject us to risks and uncertainties regarding, but not limited to, product warranty, product liability and quality control standards. The loss of any single or limited-source supplier, the failure of any of these suppliers to perform as expected or the disruption in the supply chain of components from these suppliers could cause significant delays in product deliveries, which could result in lost future revenues and damaged customer relationships.
Historically, we have been dependent on third parties to develop, manufacture, sell, and market products incorporating our technology.
Our business strategy for commercializing our technology in products has historically included entering into development, manufacturing, licensing, sales and marketing arrangements with OEMs, ODMs and other third parties. These arrangements reduce our level of control over production and distribution and may subject us to risks and uncertainties regarding, but not limited to, product warranty, product liability and quality control standards.
We cannot be certain that we will be able to negotiate arrangements on acceptable terms, if at all, or that these arrangements will be successful in yielding commercially viable products. If we cannot establish or maintain these arrangements, we would require additional capital to undertake such activities on our own and would require extensive manufacturing, sales and marketing expertise that we do not currently possess and that may be difficult to obtain.
In addition, we could encounter significant delays in introducing our products and technology or find that the development, manufacture or sale of products incorporating our technology would not be feasible. To the extent that we enter into development, manufacturing, licensing, sales and marketing or other arrangements, our revenues will depend upon the performance of third parties. We cannot be certain that any such arrangements will be successful.
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We could face lawsuits related to our use of LBS technology or other technologies, which would be costly, and any adverse outcome could limit our ability to commercialize our technologies or products.
We are aware of several patents held by third parties that relate to certain aspects of light scanning displays, 3D sensing products, and other technologies that are core to our sensor hardware. These patents could be used as a basis to challenge the validity, limit the scope or limit our ability to obtain additional or broader patent rights of our patents. A successful challenge to the validity of our patents could limit our ability to commercialize our technology or products incorporating our LBS technology and, consequently, materially reduce our ability to generate revenues. Moreover, we cannot be certain that patent holders or other third parties will not claim infringement by us with respect to current and future technology. Because U.S. patent applications are held and examined in secrecy, it is also possible that presently pending U.S. applications could eventually be issued with claims that could be infringed by our products or our technology.
The defense and prosecution of a patent suit would be costly and time-consuming, even if the outcome were ultimately favorable to us. An adverse outcome in the defense of a patent suit could subject us to significant costs, require others and us to cease selling products incorporating our technology, require us to cease licensing our technology or require disputed rights to be licensed from third parties. Such licenses, if available, would increase our operating expenses. Moreover, if claims of infringement are asserted against our future co-development partners or customers, those partners or customers may seek indemnification from us for any damages or expenses they incur.
If we fail to manage expansion effectively, our revenue and expenses could be adversely affected.
Our ability to successfully offer products incorporating our technologies and implement our business plan in a rapidly evolving market requires an effective planning and management process. The growth in business and relationships with customers and other third parties has placed, and will continue to place, a significant strain on our management systems and resources. We will need to continue to improve our financial and managerial controls, reporting systems and procedures, and will need to continue to train and manage our workforce. We continue to strengthen our compliance programs, including our compliance programs related to product certifications (in particular, certifications applicable to the automotive market), export controls, privacy and cybersecurity and anti-corruption. We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on our business, reputation and financial results.
We target customers that are large companies with substantial negotiating power and potentially competitive internal solutions; if we are unable to sell our products to these customers, our prospects will be adversely affected.
Our potential customers, automotive OEMs in particular, are large, multinational companies with substantial negotiating power relative to us and, in some instances, may have internal solutions that are competitive to our products. These large, multinational companies also have significant resources, which may allow them to acquire or develop competitive technologies either independently or in partnership with others. Accordingly, even after investing significant resources to develop a product, we may not secure a series production award or, even after securing a series production award, may not be able to commercialize a product on profitable terms. If our products are not selected by these large companies or if these companies develop or acquire competitive technology or negotiate terms that are disadvantageous to us, it will have an adverse effect on our business prospects.
Our technology and products may be subject to environmental, health and safety regulations that could increase our development and production costs.
Our technologies and products could become subject to environmental, health and safety regulations or amendments that could negatively impact our ability to commercialize our technologies and products. Compliance with any such current or new regulations would likely increase the cost to develop and commercialize products, and violations may result in fines, penalties or suspension of production. If we become subject to any environmental, health, or safety laws or regulations that require us to cease or significantly change our operations to comply, our business, financial condition and operating results could be adversely affected.
Our operating results may be adversely impacted by worldwide political and economic uncertainties and specific conditions in the markets we address.
At various times in our history, including in the recent past, general worldwide economic conditions have experienced downturns due to slower economic activity, concerns about inflation, increased energy costs, decreased consumer confidence, reduced corporate profits and capital spending, and adverse business conditions. Any continuation or worsening of global economic and financial conditions could materially adversely affect: (i) our ability to raise, or the cost of, needed capital, (ii) demand for our current and future products, and (iii) our ability to commercialize products. Additionally, the outbreak of wars or infectious diseases, as recently experienced, may cause an unexpected deterioration in economic conditions. We cannot predict the timing, strength, or duration of any economic slowdown or subsequent economic recovery, worldwide, regionally or in the automotive or technology industries.
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Because we have recently expanded and plan to continue expanding our international operations and using foreign suppliers and manufacturers, our operating results could be harmed by economic, political, regulatory and other factors in foreign countries.
During 2021, we established an office in Germany and on January 31, 2023, we completed our acquisition of certain assets of Ibeo, with the result that we now have more employees and operations in Germany than in the U.S. In addition, we currently use foreign suppliers and partners and plan to continue to do so to manufacture current and future components and products, where appropriate. These international operations are subject to inherent risks, which may adversely affect us, including, but not limited to:
| ● | Political and economic instability, international terrorism and the outbreak of war, such as the Russian invasion and continuing war against Ukraine and the ongoing conflict in the Middle East; | |
| ● | High levels of inflation, as has historically been the case in a number of countries in Asia; | |
| ● | Burdens and costs of compliance with a variety of foreign laws, regulations and sanctions; | |
| ● | Foreign taxes and duties; | |
| ● | Changes in tariff rates or other trade, tax or monetary policies; | |
| ● | Changes or volatility in currency exchange rates and interest rates; | |
| ● | Global or regional health crises, such as COVID-19 or other epidemics; and | |
| ● | Disruptions in global supply chains. |
We have recently made and may in the future make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, then our business, results of operations, and financial condition could be materially adversely affected.
On December 1, 2022, we entered into an Asset Purchase Agreement to acquire certain assets from Ibeo Automotive Systems GmbH. We expended significant management time and effort, as well as capital, identifying, evaluating, negotiating, and executing this transaction and, since the closing of the acquisition on January 31, 2023, we have invested additional time and capital working to integrate our new Hamburg- and Detroit-based teams and operations. We cannot guarantee that these integration efforts will be successful, that the goals of the acquisition will be realized, or that the increase to our operating expenses or cash requirements will be manageable. During the first half of 2024, we downsized our Germany operations.
In the future, we may again undertake acquisitions to add new products and technologies, acquire talent, gain new sales channels or enter into new markets or sales territories. In addition to possible stockholder approval, we may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt our business strategy if we fail to do so. Furthermore, acquisitions and the subsequent integration of new assets, businesses, key personnel, customers, vendors and suppliers require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets, and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.
Before our acquisition of assets from Ibeo, we had no experience with acquisitions or the integration of acquired technology and personnel. Failure to successfully identify, complete, manage, and integrate acquisitions could materially and adversely affect our business, financial condition, and results of operations and could cause our stock price to decline.
Our suppliers’ or manufacturing partners’ facilities could be damaged or disrupted by a natural disaster or labor strike, either of which would materially affect our financial position, results of operations, and cash flows.
A major catastrophe, such as an earthquake, monsoon, flood, infectious disease including the COVID-19 virus, or other natural disaster, labor strike, or work stoppage at our suppliers’ or manufacturers partners’ facilities or our customers, could result in a prolonged interruption of our business. A disruption resulting from any one of these events could cause significant delays in product shipments and the loss of sales and customers, which could have a material adverse effect on our financial condition, results of operations, and cash flows.
If we are unable to obtain effective intellectual property protection for our products, processes and technologies, we may be unable to compete with other companies.
Intellectual property protection for our products, processes and technologies is important and uncertain. If we do not obtain effective intellectual property protection for our products, processes and technologies, we may be subject to increased competition. Our commercial success will depend, in part, on our ability to maintain the proprietary nature of our key technologies by securing valid and enforceable patents and effectively maintaining unpatented technologies as trade secrets.
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We protect our proprietary technologies by seeking to obtain United States and foreign patents in our name, or licenses to third party patents, related to proprietary technologies, inventions, and improvements that may be important to the development of our business. However, our patent position involves complex legal and factual questions. The standards that the United States Patent and Trademark Office and its foreign counterparts use to grant patents are not always applied predictably or uniformly and can change.
Additionally, the scope of patents is subject to interpretation by courts and their validity can be subject to challenges and defenses, including challenges and defenses based on the existence of prior art. Consequently, we cannot be certain as to the extent to which we will be able to obtain patents for our new products and technologies or the extent to which the patents that we already own protect our products and technologies. Reduction in scope of protection or invalidation of our licensed or owned patents, or our inability to obtain new patents, may enable other companies to develop products that compete directly with ours on the basis of the same or similar technologies.
We also rely on the law of trade secrets to protect unpatented know-how and technologies to maintain our competitive position. We try to protect this know-how and our technologies by limiting access to the trade secrets to those of our employees, contractors and partners, with a need-to-know such information and by entering into confidentiality agreements with parties that have access to it, such as our employees, consultants and business partners. Any of these parties could breach the agreements and disclose our trade secrets or confidential information, or our competitors might learn of the information in some other way. If any trade secret not protected by a patent were to be disclosed to or independently developed by a competitor, our competitive position could be negatively affected.
We could be subject to significant product liability claims that could be time-consuming and costly, divert management attention and adversely affect our ability to obtain and maintain insurance coverage.
We could be subject to product liability claims if any of the product applications are alleged to be defective or cause harmful effects. For example, because some of the scanning modules incorporating our LBS technology could scan a low power beam of colored light into the user’s eye, the testing, manufacture, marketing and sale of these products involve an inherent risk that product liability claims will be asserted against us.
Additionally, any misuse of our technologies or products incorporating our technologies by end users or third parties that obtain access to our technologies could result in negative publicity and could harm our brand and reputation. Product liability claims or other claims related to our products or our technologies, regardless of their outcome, could require us to spend significant time and money in litigation, divert management time and attention, require us to pay significant damages, harm our reputation or hinder acceptance of our products. Any successful product liability claim may prevent us from obtaining adequate product liability insurance in the future on commercially desirable or reasonable terms. An inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of our products and technologies.
Our operations could be adversely impacted by information technology system failures, network disruptions, or cyber security incidents.
We rely on information technology systems to process, transmit, store, and protect electronic data between our employees, customers, manufacturing partners and suppliers. Our systems and the third parties we rely on for related services are vulnerable to actual or attempted cybersecurity incidents, such as attacks by hackers, acts of vandalism, malware, social engineering, denial or degradation of service attacks, computer viruses, software bugs or vulnerabilities, supply chain attacks, phishing attacks, ransomware attacks, misplaced or lost data, human errors, malicious insiders or other similar events. Such systems are also susceptible to other disruptions due to events beyond our control, including, but are not limited to, natural disasters, power loss, and telecommunications failures. Our system redundancy may be inadequate and our disaster recovery planning may be ineffective or insufficient to account for all eventualities.
As security incidents have become more prevalent across industries we will need to continually examine, modify and update our systems. These updates or improvements may require implementation costs. In addition, we may not be able to monitor and react to all developments in a timely manner. The measures we do adopt may prove ineffective.
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Any failure, or perceived failure, by us to comply with current and future regulatory or customer-driven privacy, data protection, and information security requirements, or to prevent or mitigate cyber incidents, could harm our business and expose us to potential litigation, liability, remediation costs, investigation costs, loss of revenue, damage to our reputation and loss of customers. While we maintain insurance coverage to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all claims that may arise, should such an event occur.
We, and certain of our third-party vendors, collect and store personal information in connection with human resources operations and other aspects of our business. While we obtain assurances that any third parties we provide data to will protect this information and, where we believe appropriate, monitor the protections employed by these third parties, there is a risk the confidentiality of data held by us or by third parties may be compromised and expose us to liability for such breach.
Loss of any of our key personnel or inability to attract new personnel could have a negative effect on the operation of our business.
Our success depends on our executive officers and other key personnel and on our ability to attract and retain qualified new personnel. Achievement of our business objectives will require substantial additional expertise in the areas of sales and marketing, research and product development and manufacturing. Competition for qualified personnel in these fields is intense, and the inability to attract and retain additional highly skilled personnel, or the loss of key personnel, could hinder our ability to compete effectively in the automotive or technology markets and adversely affect our business strategy execution and results of operations.
Risks Related to Development for the Automotive Industry
We invest significant time and resources seeking OEM selection of our products and solutions. If our products and solutions are not selected for inclusion in ADAS systems by automotive OEMs or automotive Tier 1 suppliers after incurring substantial expenditures in these efforts, our future business prospects, results of operations, and financial condition will be materially and adversely affected.
Automotive OEMs and Tier 1 suppliers design and develop ADAS technology over several years, undertaking extensive testing and qualification processes prior to selecting a product such as our lidar sensors and software for use in a particular system, product or vehicle model because such products will function as part of a larger system or platform and must meet certain other specifications. We have invested and will continue to invest significant time and resources to have our products considered and possibly selected by OEMs or Tier 1 suppliers for use in a particular system, product or vehicle model, which is known as a “series production win” or a “series production award.” In the case of ADAS technology, a series production award would mean that our lidar sensor and/or ADAS solution had been selected for use in a particular vehicle model. However, if we are unable to achieve a series production award with respect to a particular vehicle model, we may not have an opportunity to supply our products to the automotive OEM for that vehicle model for a period of many years. In many cases, this period can be as long as five to seven or more years. If our products are not selected by an automotive OEM or our suppliers for one vehicle model or if our products are not successful in that vehicle model, it is unlikely that our product will be deployed in other vehicle models of that OEM. If we fail to win a significant number of vehicle models from one or more automotive OEMs or their suppliers, our future business prospects, results of operations, and financial conditions will be materially and adversely affected.
The complexity of our products and the limited visibility into the various environmental and other conditions under which potential customers may use the products could result in unforeseen delays or expenses from undetected defects, errors or reliability issues in hardware or software which could reduce the market adoption of our products, damage our reputation with prospective customers, expose us to product liability and other claims, and adversely affect our operating costs.
Our products are highly technical and complex and require high standards to manufacture and may experience defects, errors or reliability issues at various stages of development and production. We may be unable to timely manufacture or release products, or correct problems that have arisen or correct such problems to the customer’s satisfaction. Additionally, undetected errors, defects or security vulnerabilities could result in serious injury to the end users or bystanders of technology incorporating our products, inability of customers to commercialize technology incorporating our products, litigation against us, negative publicity and other consequences. These risks are particularly prevalent in the highly competitive ADAS market. These problems may also result in claims, including class actions, against us that could be costly to defend. Our reputation or brand may be damaged as a result of these problems and potential customers may be reluctant to buy our products, which could adversely affect our financial results.
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Adverse conditions in the automotive industry or the global economy more generally could have adverse effects on our results of operations.
While we make our strategic planning decisions based on the assumption that the markets we are targeting will grow, our business is dependent, in large part on, and directly affected by, business cycles and other factors affecting the global automobile industry and global economy generally. Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements, and political volatility, especially in energy-producing countries and growth markets. In addition, automotive production and sales can be affected by our automotive OEM customers’ ability to continue operating in response to challenging economic conditions and in response to labor relations issues, regulatory requirements, trade agreements and other factors. The volume of automotive production in North America, Europe and the rest of the world has fluctuated, sometimes significantly, from year to year, and we expect such fluctuations to give rise to fluctuations in the demand for our products. Any significant adverse change in any of these factors may result in a reduction in automotive sales and production by our automotive OEM customers and could have a material adverse effect on our business, results of operations and financial condition.
Developments in alternative technology may adversely affect the demand for our lidar technology.
Significant developments in alternative technologies, such as cameras and radar, may materially and adversely affect our business prospects in ways we do not currently anticipate. Existing and other camera and radar technologies may emerge as OEMs’ preferred alternative to our solution, which would result in the loss of competitiveness of our lidar solution. Our R&D efforts may not be sufficient to adapt to these changes in technology and our solution may not compete effectively with these alternative systems.
ADAS features may be delayed in adoption by OEMs, which would negatively impact our business prospects.
The ADAS market is fast evolving and there is generally a lack of an established regulatory framework. Vehicle regulators globally continue to consider new and enhanced emissions requirements, including electrification, to meet environmental and economic needs as well as pursue new safety standards to address emerging traffic risks. For instance, in May 2024, the National Highway Traffic Safety Administration published a new rule requiring automatic emergency braking systems in U.S. light vehicles and trucks by September 2029. To control new vehicle prices, among other concerns, OEMs may need to dedicate technology and cost additions to new vehicle designs to meet these emissions and safety requirements and postpone the consumer cost pressures of new ADAS features. As additional safety requirements are imposed on vehicle manufacturers, our business prospects may be materially impacted.
Because the lidar and ADAS markets are rapidly evolving, it is difficult to forecast customer adoption rates, demand, and selling prices for our products and solutions.
We are pursuing opportunities in rapidly evolving markets, including technological and regulatory changes, and it is difficult to predict the timing and size of the opportunities. For example, lidar-based ADAS solutions require complex technology and because these automotive systems depend on technology from many companies, commercialization of ADAS products could be delayed or impaired on account of certain technological components of ours or others not being ready to be deployed in vehicles. In addition, the selling prices we are able to ultimately charge in the future for the products we are currently developing may be less than what we currently project. Our future financial performance will depend on our ability to make timely investments in the correct market opportunities. If one or more of these markets experience a shift in prospective customer demand, our products may not compete as effectively, if at all, and they may not be designed into commercialized products. Given the evolving nature of the markets in which we operate, it is difficult to predict customer demand or adoption rates for our products, selling prices or the future growth of our target markets. If demand does not develop or if we cannot accurately forecast it, the size of our markets, inventory requirements or future financial results will be adversely affected.
Because lidar is new in the markets we are seeking to enter, our market forecasts may not materialize as anticipated.
Our market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not materialize as anticipated. These estimates and forecasts relating to the expected size and growth of the markets for lidar-based technology may prove to be inaccurate. Even if these markets experience the forecasted growth we anticipate, we may not grow our business at similar rates, or at all. Our future growth is subject to many factors, including market adoption of our products, which is subject to many risks and uncertainties. Accordingly, we cannot assure you that these forecasts will not be materially inaccurate.
ITEM 5. OTHER INFORMATION
(c)
During the three months ended September 30, 2024, none of our directors or officers (as defined
in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended)
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ITEM 6. EXHIBITS
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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.
| MicroVision, Inc. | ||
| Date: November 7, 2024 | By | /s/ Sumit Sharma |
| Sumit Sharma | ||
| Chief Executive Officer and Director (Principal Executive Officer) | ||
| Date: November 7, 2024 | By | /s/ Anubhav Verma |
| Anubhav Verma | ||
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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