美國
證券交易委員會
華盛頓特區20549
表單
截至季度結束
或者
在 從________到________的過渡期間
委員會
案件編號
（依憑章程所載的完整登記名稱）
| （州
或其他司法管轄區 公司設立或組織） |
（美國國稅局雇主識別號碼） 識別號碼) |
（首席行政办公室地址，包括邮政编码）
（註冊人的電話號碼，包括區號）
根據該法案第12(b)條紀錄的證券：
| 每個類別的標題 | 交易標的（s） | 在哪個交易所上市的名字 | ||
| |
請勾選表示：註冊人（1）是否已在過去12個月（或註冊人要求提交報告的較短期限）根據1934年證券交易法第13條或第15(d)條的規定提交了所有要求提交的報告；以及（2）是否在過去90天內受到相應的報告要求。
☒ 不 ☐
請勾選註冊人是否已根據規則405的電子數據規則(S-T §232.405)遞交了每個交互式數據文件在最近12個月內(或該註冊人需遞交此類文件的更短期限內應遞交的交互式數據文件。)
☒ 不可以 ☐
請用勾選標記表示登記者是否為大幅加速遞交者、加速遞交者、非加速遞交者、較小型報告公司或新興成長公司。請參閱《交易所法》第1202條對“大幅加速遞交者”、“加速遞交者”、“較小型報告公司”和“新興成長公司”的定義。
| 加速文件申報人 ☐ | ||
| 非加速報告人 ☐ | 小型報告公司 |
|
| 新興成長公司 |
若屬新興成長公司，則請在適用於依據第13(a)款擬定的任何新或修訂財務會計準則時，打勾表示註冊人已選擇不使用過度過渡期遵守該準則。 ☐
請勾選表示該登記者是否為殼公司（如交易所法規第120億2條所定義）。
2024年11月4日，註冊公司普通股的發行股數爲 .
目錄
| 2 |
第一部分
項目1.基本報表
MicroVision公司
縮短的合併資產負債表
(以千為單位，除每股數據外)
(未經審計)
| 9月30日 | 12月31日, | |||||||
| 2024 | 2023 | |||||||
| 資產 | ||||||||
| 流動資產 | ||||||||
| 現金及現金等價物 | $ | $ | ||||||
| 投資證券 可供出售 | ||||||||
| 限制性現金，流動資產 | ||||||||
| 應收賬款，減 免賬款 | ||||||||
| 庫存 | ||||||||
| 其他流動資產 | ||||||||
| 總流動資產 | ||||||||
| 房屋、廠房及設備（減累計折舊） | ||||||||
| 運營租賃權益資產 | ||||||||
| 限制性現金，減去 當前部分 | ||||||||
| 無形資產, 淨額 | ||||||||
| 其他資產 | ||||||||
| 總資產 | $ | $ | ||||||
| 負債和股東權益 | ||||||||
| 流動負債 | ||||||||
| 應付賬款 | $ | $ | ||||||
| 應計負債 | ||||||||
| Ibeo業務合併的應計負債 | ||||||||
| 合同負債 | ||||||||
| 租賃負債， 流動 | ||||||||
| 其他流動負債 | ||||||||
| 流動負債合計 | ||||||||
| 經營租賃負債，扣除流動部分淨額 | ||||||||
| 其他 其他 開多 | ||||||||
| 總負債 | ||||||||
| 股東權益： | ||||||||
| 股東權益 | ||||||||
| 優先股，每股面值 $; 股份已獲授權; 和 2024年9月30日和2023年12月31日已發行和流通的股票 | ||||||||
| 普通股，每股面值 $，授權股數：百萬股；發行股數：分別爲2024年6月30日和2023年12月31日：百萬股；流通股數：分別爲2024年6月30日和2023年12月31日：百萬股; 股份 許可； 和 股份分別爲2024年9月30日和2023年12月31日的已發行和流通股份 | ||||||||
| 額外實收資本 | ||||||||
| 累計其他綜合收益 | ||||||||
| 累計虧損 | ( | ) | ( | ) | ||||
| 股東權益總計 | ||||||||
| 資產負債表 | $ | $ | ||||||
附註
| 3 |
合併利潤表
壓縮合並業績表
（以千爲單位，除每股數據外）
(未經審計)
| 三個月 | 截至九個月結束 | |||||||||||||||
| 9月30日 | 9月30日 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 營業收入 | $ | $ | $ | $ | ||||||||||||
| 營業收入成本 | ||||||||||||||||
| 毛利潤（虧損） | ( | ) | ( | ) | ||||||||||||
| 研發費用 | ||||||||||||||||
| 銷售、市場、一般和行政 費用 | ||||||||||||||||
| 無形資產減值損失 | ||||||||||||||||
| 處置固定資產 收益 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 營業費用總計 | ||||||||||||||||
| 經營虧損 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 折價購買所得，稅後 | ||||||||||||||||
| 其他收入 | ||||||||||||||||
| 稅前淨虧損 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 所得稅費用 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 淨損失 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 每股基本和稀釋的淨損失 | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| 加權平均股份 流通量-基本和稀釋 | ||||||||||||||||
附註
| 4 |
合併利潤表
綜合損益簡明合併財務報表
(以千爲單位)
(未經審計)
| 三個月 結束 | 九個月 結束 | |||||||||||||||
| 九月 30日, | 九月 30日, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 淨虧損 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 其他綜合收益： | ||||||||||||||||
| 投資證券的未實現收益，可供出售 | ||||||||||||||||
| 翻譯的未實現收益 | ||||||||||||||||
| 綜合淨收益 | ||||||||||||||||
| 全面損失 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
附註是這些基本報表的重要組成部分。
| 5 |
合併利潤表
合併股東權益變動表
(以千爲單位)
（未經審計）
| 累計 | ||||||||||||||||||||||||||||
| 普通股 | 額外的 | 其他 | 總計 | |||||||||||||||||||||||||
| 面值 | 實繳 | 訂閱服務 | 綜合 | 累計 | 股東的 | |||||||||||||||||||||||
| 股份 | 價值 | 資本 | 應收款 | 收益（損失） | 赤字 | 權益 | ||||||||||||||||||||||
| 截至2023年6月30日的餘額 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
| 股份-based薪酬費用 | ||||||||||||||||||||||||||||
| 期權行使 | ||||||||||||||||||||||||||||
| 普通股銷售淨額 | ||||||||||||||||||||||||||||
| 淨虧損 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 其他綜合收益 | - | |||||||||||||||||||||||||||
| 截至2023年9月30日的餘額 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| 截至2024年6月30日的餘額 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| 股份-based薪酬費用 | ||||||||||||||||||||||||||||
| 普通股銷售，淨額 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 淨虧損 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 其他綜合收益 | - | |||||||||||||||||||||||||||
| 2024年9月30日餘額 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| 2023年1月1日餘額 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| 股份-based薪酬費用 | ||||||||||||||||||||||||||||
| 期權行使 | ||||||||||||||||||||||||||||
| 普通股銷售淨額 | ( | ) | ||||||||||||||||||||||||||
| 淨虧損 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 其他綜合收益 | - | |||||||||||||||||||||||||||
| 截至2023年9月30日的餘額 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| 截至2024年1月1日的餘額 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| 股份-based薪酬費用 | ||||||||||||||||||||||||||||
| 期權行使 | ||||||||||||||||||||||||||||
| 普通股銷售，淨額 | ||||||||||||||||||||||||||||
| 淨虧損 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 其他綜合收益 | - | |||||||||||||||||||||||||||
| 2024年9月30日餘額 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
附註是這些基本報表的重要組成部分。
| 6 |
合併利潤表
簡明合併現金流量表
(以千爲單位)
（未經審計）
| 九個月 結束 | ||||||||
| 九月 30日, | ||||||||
| 2024 | 2023 | |||||||
| 經營活動現金流量 | ||||||||
| 淨虧損 | $ | ( | ) | ( | ) | |||
| 調整淨損失與運營中使用的淨現金的調和： | ||||||||
| 折舊和攤銷 | ||||||||
| 廉價購買收益， 扣稅後 | ( | ) | ||||||
| 處置固定資產 收益 | ( | ) | ( | ) | ||||
| 無形資產減值 | ||||||||
| 使用權資產的減值 租賃 | ||||||||
| 物業和設備的減值 | ||||||||
| 存貨減值損失 | ||||||||
| 股份報酬支出 | ||||||||
| 短期投資溢價的淨增長 | ( | ) | ( | ) | ||||
| 變化 | ||||||||
| 應收賬款 | ( | ) | ||||||
| 存貨 | ( | ) | ( | ) | ||||
| 其他流動和非流動 資產 | ( | ) | ||||||
| 應付賬款 | ( | ) | ||||||
| 應計負債 | ( | ) | ||||||
| 合同負債和 其他流動負債 | ( | ) | ||||||
| 營運租賃負債 | ( | ) | ( | ) | ||||
| 其他 其他 開多 | ( | ) | ||||||
| 經營活動中的淨現金流出 | ( | ) | ( | ) | ||||
| 投資活動現金流量 | ||||||||
| 投資證券的銷售 | ||||||||
| 投資證券的購買 | ( | ) | ( | ) | ||||
| 爲Ibeo業務 合併支付的現金 | ( | ) | ( | ) | ||||
| 購置固定資產和其他資產 | ( | ) | ( | ) | ||||
| 淨 現金（用於）投資活動的提供 | ( | ) | ||||||
| 來自融資活動的現金流量 | ||||||||
| 融資租賃下的 本金還款 | ( | ) | ||||||
| 股票期權行使所得 | ||||||||
| 普通股發行的淨收益 | ||||||||
| 籌資活動提供的淨現金流量 | ||||||||
| 匯率變動對現金及現金等價物和受限現金的影響 | ||||||||
| 現金、現金等價物和受限現金的變動 | ( | ) | ||||||
| 期初現金、現金等價物和受限現金 | ||||||||
| 期末現金、現金等價物和受限現金 | $ | $ | ||||||
| 非現金投資和融資活動的補充表 | ||||||||
| 金額 發放給託管以獲得收購對價 | $ | $ | ||||||
| 使用權資產的 收購 | $ | $ | ||||||
| 應計 融資費用 | $ | $ | ||||||
| 爲應收認購款而發行 普通股 | $ | $ | ||||||
| 外幣 翻譯調整 | $ | $ | ||||||
| 可供出售投資證券的 未實現損失 | $ | $ | ||||||
下表顯示了2024年9月30日和2023年現金、現金等價物和受限制現金餘額的對賬情況：
| 九月 30日, | 九月 30日, | |||||||
| 2024 | 2023 | |||||||
| 現金及現金等價物 | $ | $ | ||||||
| 受限現金，流動資產 | ||||||||
| 限制性現金，減去 當前部分 | ||||||||
| 現金, 現金及現金等價物和受限制的現金 | $ | $ | ||||||
附註是這些基本報表的重要組成部分。
| 7 |
合併利潤表
簡明綜合財務報表注
（未經審計）
1. 業務描述
維視圖像公司（「維視圖像」或「該公司」）通過其主要專注於高級駕駛輔助系統（「ADAS」）和自動駕駛車輛（「AV」）應用的硬件和軟件解決方案，以及提供安全的移動性，以生活的速度進行交付。該公司是全球激光雷達傳感器和感知驗證軟件的開發者和供應商。2023年1月收購Ibeo Automative Systems GmbH（「Ibeo」）的經驗豐富團隊後，MicroVision將其激光雷達硬件和相關軟件的核心元件開發和商業化的悠久歷史與汽車級驗證經驗相結合。
流動性
公司自成立以來已經遭受了巨大的損失。到目前爲止，運營主要靠出售普通股、可轉換優先股、認股權證、發行可轉換債務以及在較小程度上來自開發合同收入、產品銷售和許可活動來資助。
截至2024年9月30日，公司的總流動資金爲$
2. 重要會計政策摘要
合併原則 及呈報基礎
未經審計的簡明合併財務報表及附註包括公司及其全部直接擁有的子公司的帳戶，在排除所有公司間餘額和交易後。附屬的未經審計的簡明合併財務報表是根據美國通行的會計原則（「US GAAP」）和美國證券交易委員會（「SEC」）關於中期財務信息的要求編制的。根據GAAP編制的合併財務報表通常包括的某些信息和披露已被簡化或省略。因此，這些未經審計的簡明合併財務報表應當與截至2023年12月31日的審計財務報表及附註一同閱讀。所附未經審計的簡明合併資產負債表的2023年12月31日信息來源於那些審計的財務報表。
未經審計的簡明綜合財務報表是根據年度綜合財務報表的基礎進行準備的，並且在管理層的意見下，反映了所有必要的調整，僅包括正常的週期性調整，以便公允地表述公司財務信息的中期報告。中期未經審計的簡明合併利潤表的結果，不一定能代表2024年12月31日結束的年度，或者任何其他未來的年度或中期期間的結果。
使用估計值
根據美國通用會計準則，編制基本報表需要公司進行會計估計和假設，這些估計和假設會影響報表中的金額。最重要的估計和假設涉及業務合併、無形資產估值、營業收入確認、存貨估值、基於股份的支付估值、所得稅、可折舊壽命評估以及相關披露的可能資產和負債。由於涉及的不確定性，未來報告的實際結果可能會與這些估計不同。
| 8 |
外幣翻譯
外幣交易的損益是由於匯率變化對以其他貨幣計價的交易產生的影響。實現的外幣交易損益在確定匯兌期間的淨損失時包含在內，並在簡明合併的經營報表中記錄爲其他收入。
運營板塊定義爲公共實體的組成部分，從中可以獲得收入和支出的業務活動，可以獲得與業務單元相關的單獨財務信息，由我們的首席運營決策者（「CODM」）定期評估其表現和分配資源。根據510，我們CODM根據推出的兩個板塊如下：文檔管理和文檔轉換。這些板塊包含已組合的單個業務元件，這些業務元件基於共同的管理、客戶、解決方案、服務流程和其他經濟特徵進行組合。我們目前沒有板塊間的銷售。我們根據毛利潤估計業績。
公司根據首席經營決策者（「CODM」）管理業務、對資源分配做出經營決策以及評估經營業績的方式來確定經營部門。CODM是執行管理團隊。 公司已確定其僅在一個經營部門和一個可報告部門中運營，涉及激光雷達硬件和軟件的銷售和服務，因爲CODM定期審查以統一基礎呈現的財務信息。
信貸風險集中
金融 可能使公司面臨集中信用風險的金融工具主要包括現金、現金及現金等價物和投資 證券。截至2024年9月30日，現金及現金等價物包括營運支票帳戶和短期高評級的 貨幣市場儲蓄帳戶。短期投資包括高評級的公司債券和美國國債。
截至2024年9月30日的三個月，三位客戶分別佔總營業收入的
截至2024年9月30日的九個月內，三位客戶佔總營業收入的
截至2024年9月30日，與這些客戶相關的應收賬款佔總應收賬款的
通常，大量的元件和所售產品都是由單一或有限來源的供應商製造和獲得的。任何單一或有限來源供應商的喪失，這些供應商未能如預期般履行，或者來自這些供應商的元件供應鏈的中斷，可能使公司面臨風險和不確定性，包括但不限於銷售成本的增加、可能的收入損失或產品開發或交付的重大延誤，任何這些情況都可能對公司的財務狀況和經營業績造成不利影響。
最近發佈的會計準則
在2023年11月，財務會計準則委員會（「FASB」）發佈了會計準則更新（「ASU」）2023-07，分部報告（主題 280）：報告服務部門（主題 280）變更披露方式，通過升級對意義重大的分部費用的披露來改進分部報告披露要求。該準則適用於 2023 年 12 月 15 日之後的財年和 2024 年 12 月 15 日之後的財年間隔期。該準則必須適用於財務報表中呈現的所有期間的追溯。該公司目前正在評估該標準對合並財務報表的影響。此次更新中的修訂擴展了可報告板塊的年度和臨時披露要求，主要通過增強對重要板塊費用的披露。所有板塊的披露要求也將適用於只有一個可報告板塊的公共實體。ASU 2023-07 對於公司在2024年1月1日開始的年度期間和2025年1月1日開始的臨時期間生效，允許提前採用。預計該ASU對公司的財務報表披露不會產生重大影響。
2023-09號ASU的修訂增強了與所得稅相關的主要信息，特別是有效稅率的調和和所得稅信息。該指南要求披露特定類別的有效稅率調和，並提供重大和適當的調和項目信息。此外，修訂的指南要求根據5%或超過總所得稅（扣除收到的退款）的標準對所得稅支付（扣除收到的退款）進行分離，也要求在所得稅支付中分離每個特定司法管轄區。此修訂指南於2024年12月15日後開始實施。指南可根據前瞻性或回溯性進行應用。目前，公司正在評估這種修訂指南對彙總財務報表的附註可能產生的影響。所得稅（主題740）：改進所得稅披露。該標準要求上市的業務實體在每年披露稅率調節表的特定類別，併爲滿足數量門限的調節項目提供其他信息（如果這些調節項目的影響相當於或大於將稅前收入（或損失）與適用的法定所得稅率相乘所得金額的5%）。它還要求所有實體每年披露按聯邦、州和外國稅種分解的所支付的所得稅（扣除退款），以及按所支付的所得稅（扣除退款）在個別司法管轄區分解的金額，當所支付的所得稅（扣除退款）相當於或大於所支付的總所得稅（扣除退款）的5%時。最後，該標準取消了要求所有實體披露未識別稅務負債餘額在未來12個月內合理可能變動範圍的性質和估計，或聲明無法估算範圍的要求。該標準對公司自2026年1月1日開始的年度適用。可以提前採納該標準。該標準應以前瞻性基礎應用。允許追溯適用。公司目前正在評估該標準可能對其財務報表產生的影響。. 本次更新中的修訂要求 提供關於報告實體有效稅率的詳細信息 以及所繳納的所得稅信息。 ASU 2023-09 對公司在2025年1月1日開始的年度期間生效，允許提前採用。 該ASU預計將導致公司基本報表的增量披露。
2024年3月，FASB發佈了ASU編號2024-01， 薪酬：股票薪酬（主題718）。 本ASU中的修訂澄清了現有指導，涉及利潤權益和類似獎勵。ASU 2024-01適用於截至2025年1月1日的公司年度和中期時段，允許提前採納。 公司目前正在評估本ASU可能對其基本報表及相關披露產生的影響。
2024年11月，FASB發佈了ASU No. 2024-03。 損益表—彙報綜合收益—費用細分披露（專題領域220-40）。 此ASU中的修訂要求在基本報表附註中對某些成本和費用的特定信息進行額外披露。ASU 2024-03將於2027年1月1日起生效，公司有權提前採用。公司目前正在評估該ASU可能對其財務報表披露產生的影響。
| 9 |
基本 每股淨虧損是通過在期間內加權平均的流通普通股數量計算得出的。稀釋每股淨虧損是通過加權平均的流通普通股數量和所有可能稀釋的證券的稀釋效應計算得出的，包括普通股等價物和可轉換證券。由於在此期間流通的稀釋證券的影響是反稀釋的，稀釋每股淨虧損等於基本每股淨虧損。
| 三個月 | 九個月 結束 | |||||||||||||||
| 九月 30日, | 九月 30日, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 分子： | ||||||||||||||||
| 淨虧損 可供普通股東的損失 - 基本和稀釋 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 分母： | ||||||||||||||||
| 加權平均普通股 在外流通股數 - 基本和稀釋 | ||||||||||||||||
| 每股基本和稀釋的淨損失 | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
截至2024年和2023年9月30日的三個和九個月，以下證券從每股淨虧損中被排除，因爲包括它們將具有抗稀釋效應：可行使的期權共計 百萬美元和 萬股普通股，分別爲 百萬美元和 萬非限制性股票和績效股票單位，分別。
4. 業務組合
2023年1月31日，公司完成了收購總部位於德國漢堡的激光雷達硬件和軟件供應商Ibeo的某些淨資產。此次收購的目的是收購某些Ibeo資產，主要是知識產權和人員，從而使公司能夠擴大其技術和產品組合，多元化營業收入。
與此交易相關的總對價約爲eur
該 交易被視爲業務合併。從收購日期起，收購的經營結果已包含在簡化的 合併基本報表中。
| 10 |
以下表格總結了對取得資產和承擔負債的最終購買價格分配（以千爲單位）:
| 加權平均 | ||||||||
| 金額 | 有用壽命 （以年爲單位） | |||||||
| 總購買 金額 | $ | |||||||
| 存貨 | $ | |||||||
| 其他流動資產 | ||||||||
| 經營租賃使用權資產 | ||||||||
| 物業和設備，淨值 | ||||||||
| 無形資產： | ||||||||
| 已取得的科技(1) | ||||||||
| 訂單積壓 | ||||||||
| 合同責任 | ( | ) | ||||||
| 營運租賃負債 | ( | ) | ||||||
| 遞延所得稅負債 | ( | ) | ||||||
| 總可識別淨資產 | $ | |||||||
| 溢價收購收益(2) | ( | ) | ||||||
| (1) | ||
| (2) |
通過使用多期超額收益和特許權使用費減免方法的收益法計算出所收購科技的估計公允價值。通過使用多期超額收益法的收益法計算出訂單積壓的估計公允價值。
5. 收入確認。
以下是公司產生營業收入的主要活動描述。當公司控制承諾的商品或服務轉移給客戶時，將確認收入，金額應反映公司預計收到的與這些商品或服務交換所得。
公司根據主題606中的五步模型評估合同，具體步驟如下：(i) 確定合同，(ii) 確定履約義務，(iii) 判斷交易價格，(iv) 分配交易價格，以及 (v) 當（或在）履約義務滿足時確認營業收入。
一份合同包含向客戶轉讓貨物或服務的承諾。履約義務是根據營業收入準則定義明確的，獨立的承諾（或一組承諾）。
交易價格是一個實體預期從客戶那裏獲得的對提供商品或服務的對價金額。在判斷交易價格時，應考慮多個因素，包括是否存在變量對價、重要的融資成分、非現金對價或應支付給客戶的金額。對變量對價的判斷將需要大量的判斷。在估計交易價格時，公司將使用預期值法或最可能金額法。
交易價格根據合同中各項履約義務的相對獨立銷售價格進行分配。當商品或服務未以獨立方式銷售時，確定相對獨立銷售價格可能會面臨挑戰。收入標準列出了一些方法，可以在獨立銷售價格不可直接觀察時進行估算。還必須考慮分配折扣和變量對價。交易價格的分配可能需要公司做出重大判斷。
營業收入 是在客戶取得商品或服務控制權時（或之後）/履行義務得以滿足時確認的。主題606提供了指南，幫助判斷業績承諾是在一時點滿足還是隨着時間推移滿足。如果業績承諾隨着時間滿足，則相關的收入也隨時間確認。
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營業收入
以下表格提供了關於按收入確認時間劃分的營業收入信息（以千爲單位）：
| 2024年9月30日結束的三個月 | ||||||||||||||||
| 許可和 | ||||||||||||||||
| 產品 | 特許權 | 合同 | ||||||||||||||
| 收入 | 收入 | 收入 | 總計 | |||||||||||||
| 營業收入確認時間： | ||||||||||||||||
| 產品在某一時間點轉移 | $ | $ | ||||||||||||||
| 產品和服務隨時間轉移 | ||||||||||||||||
| 總計 | $ | $ | $ | $ | ||||||||||||
| 2024年9月30日結束的九個月 | ||||||||||||||||
| 許可和 | ||||||||||||||||
| 產品 | 特許權 | 合同 | ||||||||||||||
| 收入 | 收入 | 收入 | 總計 | |||||||||||||
| 營業收入確認時間： | ||||||||||||||||
| 產品在某一時間點進行了轉移 | $ | $ | ||||||||||||||
| 產品和服務隨時間的推移逐漸轉移 | ||||||||||||||||
| 總計 | $ | $ | $ | $ | ||||||||||||
| 2023年9月30日結束的三個月 | ||||||||||||||||
| 許可和 | ||||||||||||||||
| 產品 | 特許權 | 合同 | ||||||||||||||
| 收入 | 收入 | 收入 | 總計 | |||||||||||||
| 營業收入確認時間： | ||||||||||||||||
| 產品在某一時點轉移 | $ | $ | $ | $ | ||||||||||||
| 產品和服務隨時間轉移 | ||||||||||||||||
| 總計 | $ | $ | $ | $ | ||||||||||||
| 截至2023年9月30日的九個月 | ||||||||||||||||
| 許可和 | ||||||||||||||||
| 產品 | 特許權 | 合同 | ||||||||||||||
| 收入 | 收入 | 收入 | 總計 | |||||||||||||
| 營業收入確認時間： | ||||||||||||||||
| 在某一時間點轉移的產品 | $ | $ | $ | $ | ||||||||||||
| 產品和服務隨時間轉移 | ||||||||||||||||
| 總計 | $ | $ | $ | $ | ||||||||||||
合同餘額
根據第606號議題，公司的收入權利根據其條件性或非條件性而單獨呈現。無條件的收入權利包括在淨應收賬款中，在簡明合併資產負債表中。
| 12 |
期間合同資產和合同負債餘額的重大變動如下（單位：千元，除百分比外）：
| 九月 30日, | 2023年12月31日, | |||||||||||||||
| 2024 | 2023 | $ 變更 | % 變化 | |||||||||||||
| 合同資產和應收賬款 | $ | $ | $ | ( | ) | ( | ) | |||||||||
| 合同責任 | ( | ) | ( | ) | ( | ) | ||||||||||
| 淨合同資產 （負債） | $ | $ | $ | ( | ) | ( | ) | |||||||||
合同 收購成本
公司需要將某些合同獲取成本資本化，這些成本主要包括簽訂合同時支付的佣金。 由於公司目前在簽署合同時不支付任何佣金，因此截至2024年9月30日，未產生佣金成本。
交易 價格分配給剩餘履約義務
合同負債的剩餘餘額約爲$
6. 可供出售的投資證券及公允價值計量
投資者可供出售的證券主要由公司和政府債券構成。債券的主要市場是具有較高價格透明度的經銷商市場。債券的市場參與者通常是大型貨幣中心銀行、區域型銀行、經紀公司、經銷商、養老基金和其他持有債務投資組合的實體。
公允價值被定義爲在有序交易中，市場參與者爲資產所接受或支付以轉移負債的價格。因此，公允價值是一種基於市場的測量，應基於市場參與者在定價資產或負債時所使用的假設來確定。作爲考慮這些假設的基礎，權威指導建立了一個三層次的公允價值輸入層次結構，並要求實體最大程度地利用可觀察的估值輸入，最小化不可觀察輸入的使用。公司使用市場數據、假設和市場參與者在測量資產或負債的公允價值時所使用的風險，包括輸入和估值技術中固有的風險。該層次結構總結如下。
水平 1 - 報告實體在測量日期有權訪問的相同資產和負債在活躍市場上的報價。
層次 2 - 可觀察到的輸入除了一級報價價格以外，還包括活躍市場中類似資產和負債的報價價格；在非活躍市場中的相同或類似資產和負債的報價價格；或者可通過可觀察市場數據驗證的其他可觀察輸入。
級別 3 - 不可觀察的輸入，幾乎沒有市場數據，要求我們開發自己的假設，這對公允價值的測量很重要。
資產估值輸入層級分類，根據2024年9月30日和2023年12月31日（以千爲單位）定期計量的資產總結如下。這些表格不包括保存在貨幣市場儲蓄帳戶中的現金。
| 截至2024年 9月30日 | 等級 1 | 等級 2 | 等級 3 | 總計 | ||||||||||||
| 可供出售的投資證券： | ||||||||||||||||
| 企業債務 證券 | $ | $ | $ | $ | ||||||||||||
| 美國 國債 | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 截至2023年12月31日 | 等級 1 | 等級 2 | 等級 3 | 總計 | ||||||||||||
| 可供出售的投資證券： | ||||||||||||||||
| 企業債務 證券 | $ | $ | $ | $ | ||||||||||||
| 美國國債證券 | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
截至2024年9月30日和2023年12月31日，短期投資彙總如下（以千爲單位）。
| 投資 | ||||||||||||||||
| 費用/成交量 | 毛額 | 毛額 | ，是一家領先的全方位金融公司，爲高淨值個人和機構客戶提供專業的投資建議。以其深厚的市場知識、戰略性的風險管理和個性化的服務而聞名於世，斯巴達資本在金融服務行業中是誠信和專業性的象徵。 | |||||||||||||
| 攤銷 | 未實現 | 未實現 | 10. 基本報表註釋 — (續) 10. 累積其他全面收益（損失） 每個累積其他全面收益（淨稅）變化的餘額組成成分，減稅後，作爲廢物管理公司股東權益組成部分，如下表所示（以百萬計，用括號表示減少到其他全面收益的金額）： 可供出售 其他綜合收益（損失），在重分類之前，淨稅費用（益）6500萬美元的金額重新分類累計其他全面收益（收益）的數額，淨稅後的復興（貢獻），淨稅（貢獻）6500萬美元； 餘額，2024年6月30日 | |||||||||||||
| 成本 | 收益 | 損失 | 待售 | |||||||||||||
| 截至2024年9月30日 | ||||||||||||||||
| 可供出售的投資證券： | ||||||||||||||||
| 企業債務 證券 | $ | $ | ||||||||||||||
| 美國 國債 | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 投資 | ||||||||||||||||
| 費用/成交量 | 毛額 | 毛額 | ，是一家領先的全方位金融公司，爲高淨值個人和機構客戶提供專業的投資建議。以其深厚的市場知識、戰略性的風險管理和個性化的服務而聞名於世，斯巴達資本在金融服務行業中是誠信和專業性的象徵。 | |||||||||||||
| 攤銷 | 未實現 | 未實現 | 10. 基本報表註釋 — (續) 10. 累積其他全面收益（損失） 每個累積其他全面收益（淨稅）變化的餘額組成成分，減稅後，作爲廢物管理公司股東權益組成部分，如下表所示（以百萬計，用括號表示減少到其他全面收益的金額）： 可供出售 其他綜合收益（損失），在重分類之前，淨稅費用（益）6500萬美元的金額重新分類累計其他全面收益（收益）的數額，淨稅後的復興（貢獻），淨稅（貢獻）6500萬美元； 餘額，2024年6月30日 | |||||||||||||
| 成本 | 收益 | 損失 | 待售 | |||||||||||||
| 截至2023年12月31日 | ||||||||||||||||
| 可供出售的投資證券： | ||||||||||||||||
| 企業債務 證券 | $ | $ | $ | ( | ) | $ | ||||||||||
| 美國國債 | ||||||||||||||||
| $ | $ | $ | ( | ) | $ | |||||||||||
| 13 |
2024年9月30日和2023年12月31日可供出售的投資證券到期日如下（以千爲單位）：
| 總計 | 總計 | |||||||||||||||
| 攤銷 | 未實現 | 未實現 | 估計的 | |||||||||||||
| 成本 | 收益 | 損失 | 公平 價值 | |||||||||||||
| 截至 2024 年 9 月 30 日 | ||||||||||||||||
| 到期日 | ||||||||||||||||
| 更少 超過一年 | $ | $ | ||||||||||||||
| $ | $ | |||||||||||||||
| 總計 | 總計 | |||||||||||||||
| 攤銷 | 未實現 | 未實現 | 估計的 | |||||||||||||
| 成本 | 收益 | 損失 | 公平 價值 | |||||||||||||
| 截至 2023 年 12 月 31 日 | ||||||||||||||||
| 到期日 | ||||||||||||||||
| 更少 超過一年 | $ | $ | $ | ( | ) | $ | ||||||||||
| $ | $ | |||||||||||||||
以下表格總結了截至2024年9月30日和2023年12月31日的投資，這些投資在連續未實現虧損狀態下持續時間少於12個月和超過12個月（以千計）：
| 少於十二個月 | 十二個月或更長 | 總計 | ||||||||||||||||||||||
| 毛額 | 毛額 | 毛額 | ||||||||||||||||||||||
| 公允價值 | 未實現 | 公允價值 | 未實現 | 公允價值 | 未實現 | |||||||||||||||||||
| 價值 | 損失 | 價值 | 損失 | 價值 | 損失 | |||||||||||||||||||
| 截至2024年9月30日 | ||||||||||||||||||||||||
| 企業債務 證券 | $ | $ | $ | |||||||||||||||||||||
| 美國國債 | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| 少於十二個月 | 十二個月或更長時間 | 總計 | ||||||||||||||||||||||
| 毛額 | 毛額 | 毛額 | ||||||||||||||||||||||
| 公允價值 | 未實現 | 公允價值 | 未實現 | 公允價值 | 未實現 | |||||||||||||||||||
| 價值 | 損失 | 價值 | 損失 | 價值 | 損失 | |||||||||||||||||||
| 截至2023年12月31日 | ||||||||||||||||||||||||
| 企業債務 證券 | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | ||||||||||||||
| 美國 國債 | ||||||||||||||||||||||||
| $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | |||||||||||||||
7. 財務報表元件
截至2024年9月30日，以下財務報表元件具有重要餘額。
受限現金
截至2024年9月30日的九個月期間，限制現金（流動）大幅減少，主要由於與Ibeo的資產購買協議相關的$
存貨
庫存包括以下內容：
| 九月 30日, | 2023年12月31日, | |||||||
| (以千爲單位) | 2024 | 2023 | ||||||
| 原材料 | $ | $ | ||||||
| 在製品 | ||||||||
| 成品 | ||||||||
| $ | $ | |||||||
庫存 是採用先進先出（FIFO）法計算的，並按成本和可變現淨值中較低者列示。管理層定期 評估是否需要對庫存進行減值，並在必要時將庫存的賬面價值調整爲其可變現淨值。
| 14 |
固定資產
財產 和設備包括以下內容：
| 九月 30日, | 2023年12月31日, | |||||||
| (以千爲單位) | 2024 | 2023 | ||||||
| 生產設備 | $ | $ | ||||||
| 租賃改良 | ||||||||
| 電腦硬件和軟件/實驗室設備 | ||||||||
| 辦公傢俱和設備 | ||||||||
| 減：累計折舊 | ( | ) | ( | ) | ||||
| $ | $ | |||||||
折舊費用爲$
無形資產
無形資產的 元件如下:
| 截至 2024 年 9 月 30 日 | 加權 | |||||||||||||||||||
總計 | 網 | 剩餘平均值 | ||||||||||||||||||
| （以千計） | 攜帶 金額 | 累積 攤銷 | 減值 開支 | 攜帶 金額 | 時期 （年份） | |||||||||||||||
| 獲得的技術 | $ | |||||||||||||||||||
| 待辦事項 | - | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| 截至 2023 年 12 月 31 日 | 加權 | |||||||||||||||||||
| 總計 | 網 | 剩餘平均值 | ||||||||||||||||||
| （以千計） | 攜帶 金額 | 累積 攤銷 | 減值 開支 | 攜帶 金額 | 時期 （年份） | |||||||||||||||
| 獲得的技術 | $ | |||||||||||||||||||
| 待辦事項 | - | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
攤銷費用爲$
期間
截至2024年6月30日的季度，管理層確定了與2024年重組事件相關的各種因素（見 註釋 13.重組
收費）這共同表明，公司參考軟件的公允價值很可能
截至2024年6月30日，無形資產低於其賬面金額。截至2024年6月30日，減值前的公允價值爲
$
| 15 |
以下表格概述了截至2024年9月30日擁有的無形資產相關的預計未來攤銷費用（單位：千美元）：
| 成本 | 發展 | |||||||||||
| 截至12月31日的年度 | 收入 | 費用 | 總計 | |||||||||
| 2024年（剩餘的年份） | $ | $ | ||||||||||
| 2025 | ||||||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 然後 | ||||||||||||
| $ | $ | $ | ||||||||||
該 公司向員工發放基於股份的補償，形式包括限制性股票單位（RSUs）、績效股票單位（PSUs）和 股票期權。基於股份的獎勵通過在獎勵的服務期內以直線法確認基於股份的補償費用的公允價值進行覈算，扣除估計的失效比例。RSUs和PSUs的公允價值通過授予日的普通股收盤價確定。股票期權的公允價值在授予日使用Black-Scholes期權定價模型進行估算。估計輸入的變化或使用其他期權估值方法可能導致期權價值和基於股份的補償費用有實質性差異。
| 股份-based薪酬費用 | 三個月 | 九個月 結束 | ||||||||||||||
| 九月 30日, | 九月 30日, | |||||||||||||||
| (以千爲單位) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| 研發費用 | $ | $ | $ | $ | ||||||||||||
| 銷售、市場、一般和行政費用 | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
期權 活動和頭寸
| 加權- | ||||||||||||||||
| 加權- | 平均 | |||||||||||||||
| 平均 | 剩餘 | 總計 | ||||||||||||||
| 選項 | 行使 | 加權 | 截至2023年7月29日的餘額 | |||||||||||||
| 股份 | 價格 | 期限 （年） | 價值 | |||||||||||||
| 截至2024年9月30日爲止優秀 | $ | $ | ||||||||||||||
| 截至2024年9月30日可行使的期權 | $ | $ | ||||||||||||||
截至2024年9月30日， 沒有與股票期權相關的未識別的股份支付的員工薪酬。
| 16 |
限制性股票活動和持倉
| 加權平均值 | ||||||||
| 股票 | 價格 | |||||||
| 截至 2023 年 12 月 31 日未歸屬 | $ | |||||||
| 授予了 | ||||||||
| 既得的 | ( | ) | ||||||
| 被沒收 | ( | ) | ||||||
| 截至 2024 年 9 月 30 日未歸屬 | $ | |||||||
在截至2024年9月30日的九個月期間，公司授予了 向非執行僱員發放股份，用於年度和短期激勵獎勵。此外，公司授予 向非執行僱員發放股份，用於新員工獎勵。這些股份的價值基於授予日的普通股收盤價格，並立即或在三年或四年內行權。
在截至2024年9月30日的九個月期間，公司授予了 向執行員工和董事授予股票作爲年度、短期 激勵和開多激勵獎勵。這些股票的價值根據授予日期的普通股收盤價來確定， 並立即歸屬，分爲一年或三年。
截至2024年9月30日，尚未確認的與RSU相關的股權補償爲$ 百萬美元，將在接下來的 年內支出。尚未確認的與高管PSU相關的股權補償爲$ 百萬美元，將在接下來的 年內支出。尚未確認的與非高管PSU相關的股權補償爲$ 百萬美元，將在接下來的 年的時間內確認爲費用。
9. 租賃
公司租用辦公空間和某些設備，採用經營性租賃和融資租賃。所有租賃合同的剩餘租期爲一至八年。辦公租賃協議包括租賃和非租賃元件，分別覈算。
在 2021年9月，公司與華盛頓雷德蒙德簽署了一份辦公空間的租賃協議，該協議於2021年11月生效。 除了基本租金外，公司還支付額外租金，包括任何營業費用、房地產業 稅和管理費的按比例份額。該租賃協議將於2032年7月到期，包含一個延長期的選擇，可續租十年。
在2021年9月，公司簽署了一份位於華盛頓州雷德蒙德的產品測試和實驗室空間的租賃協議，該協議於2022年12月生效。除了基本租金外，公司還將支付額外租金，包括任何營業費用、房地產業稅和管理費的相應份額。在截至2023年6月30日的季度內，公司收到了一筆$
在2022年4月，公司與德國紐倫堡簽署了一份用於工程和開發活動的產品測試租賃協議，該協議於2022年5月生效。到2024年6月，公司在到期前放棄了該場地。
在
2022年9月，公司簽訂了德國紐倫堡辦公空間租賃協議，該協議於2022年11月開始。在
2024 年 6 月，公司簽訂了提前終止協議，以減少
此外，
關於2023年1月從Ibeo收購資產，該公司在德國漢堡獲得了三份租約。第一個
用於存放 It 網絡設備空間的租約將在其發佈之前被放棄
| 17 |
2023年12月，公司與德國漢堡簽訂了一份租賃協議，用於取代現有的德國漢堡辦公空間租賃。預計該租賃將於2024年11月開始，期限爲60個月。與這份即將開始的租賃相關的租賃負債不包括在下文的表中。
租賃費用的元件如下：
| 三個月 | 九個月 結束 | |||||||||||||||
| 九月 30日, | 九月 30日, | |||||||||||||||
| (以千爲單位) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| 營業租賃費用 | $ | $ | $ | $ | ||||||||||||
| 融資租賃費用: | ||||||||||||||||
| 租賃資產的攤銷 資產 | ||||||||||||||||
| 租賃負債的利息 | ||||||||||||||||
| 總融資租賃費用 | ||||||||||||||||
| 總租賃費用 | $ | $ | $ | $ | ||||||||||||
補充 與租賃相關的現金流信息如下：
| 九個月 結束 | ||||||||
| 九月 30日, | ||||||||
| (以千爲單位) | 2024 | 2023 | ||||||
| 計入租約負債測量的支付現金： | ||||||||
| 經營租賃活動產生的現金流量 | $ | |||||||
| 融資租賃的運營現金流 融資租賃的運營現金流 | ||||||||
| 融資租賃的融資現金流 融資租賃的融資現金流 | ||||||||
補充 與租賃相關的資產負債表信息如下：
| 九月 30日, | 2023年12月31日, | |||||||
| (以千爲單位) | 2024 | 2023 | ||||||
| 經營租賃 | ||||||||
| 營業租賃負債-流動部分 | $ | $ | ||||||
| 經營租賃 負債的流動部分 | ||||||||
| 經營租賃負債，扣除本期部分 | ||||||||
| 全部運營租賃負債 | $ | $ | ||||||
| 融資租賃 | ||||||||
| 財產和設備， 按成本 | $ | $ | ||||||
| 累計折舊 | ( | ) | ( | ) | ||||
| 不動產、機器及設備，淨值 | $ | $ | ||||||
| 加權平均剩餘租賃期限 | ||||||||
| 經營租賃 | | |||||||
| 加權平均貼現率 | ||||||||
| 經營租賃 | % | % | ||||||
| 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.
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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.
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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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