FTCI 8-K
FTC Solar, Inc. (FTCI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 |
Entry into a Material Definitive Agreement. |
Lincoln Park Capital Purchase Agreement
On August 4, 2026, FTC Solar, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase, at the Company’s direction from time to time, up to an aggregate of $20.0 million of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to the terms and conditions set forth in the Purchase Agreement. The Company also entered into a registration rights agreement with Lincoln Park (the “Registration Rights Agreement” and, together with the Purchase Agreement, the “Agreements”), pursuant to which the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement covering the resale by Lincoln Park of the shares of Common Stock that have been and may be issued and sold to Lincoln Park under the Purchase Agreement, including the commitment shares described below, and to take such other actions as are reasonably necessary to maintain the effectiveness of such registration statement as provided in the Registration Rights Agreement.
Under the terms of the Purchase Agreement, from and after the date on which the conditions to Lincoln Park’s purchase obligations have been satisfied, including that the registration statement described above is declared effective by the SEC and a final prospectus is filed with the SEC (the “Commencement Date”), the Company will have the right, but not the obligation, in its sole discretion to direct Lincoln Park to purchase shares of Common Stock from time to time over a period of up to 24 months for aggregate gross proceeds to the Company of up to $20.0 million, subject to certain limitations contained in the Purchase Agreement. Lincoln Park has no right to require the Company to sell any shares of Common Stock, but Lincoln Park is obligated to make purchases of Common Stock from the Company as directed by the Company in accordance with the Purchase Agreement.
From and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is not less than $1.00 per share, the Company may, by written notice, direct Lincoln Park to purchase up to 20,000 shares of Common Stock (a “Regular Purchase”), which amount may be increased to up to 30,000 shares of Common Stock if the closing sale price is not below $2.00 per share, up to 40,000 shares of Common Stock if the closing sale price is not below $3.00 per share of Common Stock, and up to 50,000 shares if the closing sale price is not below $4.00 per share of Common Stock, in each case subject to a maximum dollar amount of $1,000,000 per Regular Purchase. The purchase price per share for each Regular Purchase will be equal to 97% of the lower of (i) the lowest sale price of the Common Stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of the Common Stock during the ten consecutive business days immediately preceding the applicable purchase date. Regular Purchases may be effected as frequently as each business day after the close of trading so that the applicable purchase price is fixed and known at the time the Company elects to sell shares to Lincoln Park.
In addition, if the Company directs Lincoln Park to purchase the maximum number of shares permitted in a Regular Purchase on an applicable purchase date, then, in addition to such Regular Purchase and subject to the satisfaction of certain conditions and limitations set forth in the Purchase Agreement, the Company may also direct Lincoln Park to purchase additional shares of Common Stock in an accelerated purchase (an “Accelerated Purchase”) on the following business day. For an Accelerated Purchase, Lincoln Park will purchase the lesser of (i) three times the regular purchase share limit for the corresponding Regular Purchase and (ii) 30% of the trading volume on the Accelerated Purchase date as specified in the Purchase Agreement, at a purchase price per share equal to the lower of 97% of (x) the closing sale price on the Accelerated Purchase date and (y) the volume-weighted average price during the measurement period specified in the Purchase Agreement for such date. Subject to satisfaction of the applicable conditions, the Company may direct multiple Accelerated Purchases in a single trading day.
The Purchase Agreement contains customary terms, conditions, representations and warranties, and indemnification obligations of the parties. The Company may terminate the Purchase Agreement at any time after the Commencement Date, for any reason or no reason, upon one business day’s prior written notice to Lincoln Park, at no cost or penalty. Following the Commencement Date, upon the occurrence of specified suspension events described in the Purchase Agreement, including, among others, the unavailability of the registration statement for resales, trading suspensions, certain breaches of representations or covenants having or reasonably likely to have a material adverse effect, and certain listing or eligibility events, the Company will not be permitted to direct Lincoln Park to purchase shares until the applicable suspension event is cured or waived; provided that Lincoln Park does not have the right to terminate the Purchase Agreement as a result of any such suspension event. In addition, the Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if such shares, when aggregated with all other shares then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park beneficially owning more than 4.99% of the outstanding shares of Common Stock, which beneficial ownership cap may be increased by Lincoln Park to up to 9.99% upon 61 days’ prior written notice to the Company.
As consideration for Lincoln Park’s commitment to purchase shares under the Purchase Agreement, on the date of the Purchase Agreement the Company issued to Lincoln Park 60,145 shares of Common Stock (the “Commitment Shares”).
Lincoln Park has agreed that it will not engage in or effect, directly or indirectly, any short sales of or hedging transactions that establish a net short position in the Common Stock at any time. The Agreements do not contain financial or business covenants, limitations on the use of proceeds or rights of first refusal or participation rights. The Purchase Agreement prohibits the Company from entering into another equity line of credit or substantially similar arrangement during the 24-month term of the Purchase Agreement; however, the Company may enter into or maintain an at-the-market offering program with a registered broker-dealer.
The foregoing summary of the material terms of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Agreements, copies of which are attached as exhibits to this report, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants in such Agreements were made only for purposes of such Agreements and as of specific dates, were solely for the benefit of the parties to such Agreements and may be subject to limitations agreed upon by the contracting parties.
Credit Agreement Limited Waiver
On August 4, 2026, the Company and Acquiom Agency Services LLC, as administrative agent for the lenders (the “Agent”), entered into a Limited Waiver and Limited Consent to Credit Agreement (the “Waiver”) relating to the Credit Agreement, dated as of July 2, 2025, among the Company, the Agent and the lenders (the “Lenders”) party thereto (as amended by the First Amendment to Credit Agreement, dated November 11, 2025, and the Second Amendment and Limited Waiver to Credit Agreement, dated March 23, 2026, and as otherwise amended, restated, supplemented or modified, the “Credit Agreement”). Pursuant to the Waiver, the Lenders provided waivers relating to the Company’s noncompliance with the minimum unrestricted cash requirement and minimum direct tracker margin requirement under the Credit Agreement for the fiscal quarter ended June 30, 2026. Additionally, pursuant to the Waiver, the Lenders consent to the payoff of, and the Company undertook to deliver certain payoff letters relating to, the seller notes issued in connection with the Company's acquisition of the outstanding equity of Alpha Steel.
The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver filed as Exhibit 10.3 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 2.02 |
Results of Operations and Financial Condition. |
On August 5, 2026, the Company issued a press release regarding its financial results for the second quarter ended June 30, 2026. A copy of the Company's press release is furnished herewith as Exhibit 99.1.
The information furnished in this Current Report under this Item 2.02 and Exhibit 99.1 furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 2.04 |
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The disclosures and information set forth above in Item 1.01 of this Current Report on Form 8-K under the heading “Credit Agreement Limited Waiver” are incorporated by reference herein in its entirety.
Item 3.02 |
Unregistered Sales of Equity Securities. |
The disclosures and information set forth above in Item 1.01 of this Current Report on Form 8-K under the heading “Lincoln Park Capital Purchase Agreement” are incorporated by reference herein in its entirety.
In the Purchase Agreement, Lincoln Park represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)). The Commitment Shares were issued and the purchase shares issuable pursuant to the Purchase Agreement will be issued and sold by the Company to Lincoln Park in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.
This report shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Description |
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SIGNATURE
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 hereunto duly authorized.
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FTC SOLAR, INC. |
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Date: |
August 5, 2026 |
By: |
/s/ Cathy Behnen |
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Cathy Behnen, |
Exhibit 10.1
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the “Agreement”), dated effective as of August 4, 2026, is made by and between FTC SOLAR, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
WHEREAS:
Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to Twenty Million Dollars ($20,000,000) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
For purposes of this Agreement, the following terms shall have the following meanings:
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Subject to the terms and conditions set forth in this Agreement, the Company has the right, but not the obligation, to sell to the Investor, in the Company’s sole and absolute discretion, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:
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The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:
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The Company represents and warrants to the Investor that, except as set forth in the disclosure schedules attached hereto, which exceptions shall be deemed to be a part of the representations and warranties hereunder, as of the date hereof and as of the Commencement Date:
1 Note to Draft: To be confirmed.
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF COMPANY COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.
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SALES OF SHARES OF COMMON STOCK.
The right of the Company hereunder to commence sales of the Purchase Shares on the Commencement Date is subject to the satisfaction or, where legally permissible, the waiver of each of the following conditions:
The obligation of the Investor to buy Purchase Shares (other than the Commitment Shares) under this Agreement is subject to the satisfaction or, where legally permissible, the waiver of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially
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satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:
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In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and all of its affiliates, officers, directors, members, managers, employees and direct or indirect investors and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of or relating to: (a) any misrepresentation or breach of any representation or warranty made by the Company
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in the Transaction Documents or any other certificate, instrument or document executed by the Company contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document executed by the Company contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby other than, in the case of clause (c), with respect to Indemnified Liabilities which directly and primarily result from the fraud, gross negligence or willful misconduct of an Indemnitee. The indemnity in this Section 9 shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date the Indemnitee makes written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted to the Company by the Indemnitee shall be conclusive evidence, absent manifest error, of the amount due from the Company to the Indemnitee; provided that the Indemnitee shall undertake to repay any amounts paid to it hereunder if it is ultimately determined, by a final and non-appealable order of a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified against such Indemnified Liabilities by the Company pursuant to this Agreement. If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Indemnitee, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.
In addition to any other rights and remedies under applicable law and this Agreement, so long as a “Suspension Event” has occurred and is continuing, or if any event that, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event, has occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice, and the Investor shall not purchase any shares of Common Stock under this Agreement. For the avoidance of doubt, following a Suspension Event, purchases by the Investor pursuant to Section 2 hereof may resume as soon as such Suspension Event has been resolved. A “Suspension Event” shall be deemed to have occurred at any time as any of the following events occurs:
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This Agreement may be terminated only as follows:
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Except as set forth in Sections 11(a) (in respect of a Suspension Event under Sections 10(f), 10(g) and 10(h)), 11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 shall be effected by written notice from the Company to the Investor, or the Investor to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties of the Company and the Investor contained in Sections 3 and 4 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 5, 6, 10, 11 and 12 hereof shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall (i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to any pending Regular Purchases, Accelerated Purchases, and Additional Accelerated Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination in accordance with its terms, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents.
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If to the Company:
FTC Solar, Inc.
10900 Stonelake Boulevard, Suite 100, Quarry Oaks II Building
Austin, TX 78759
Telephone: [***]
E-mail: [***]
Attention: [***]
With a copy to (which shall not constitute notice or service of process):
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, NY 10019-9710
Telephone: [***]
E-mail: [***]
Attention: [***]
If to the Investor:
Lincoln Park Capital Fund, LLC
415 North LaSalle Drive, Suite 700B
Chicago, IL 60654
Telephone: [***]
E-mail: [***]
Attention: [***]
With a copy to (which shall not constitute notice or service of process):
K&L Gates, LLP
200 S. Biscayne Blvd., Ste. 3900
Miami, Florida 33131
Telephone: [***]
E-mail: [***]
Attention: [***]
If to the Transfer Agent:
Continental Stock Transfer and Trust Company
1 State Street, 30th Floor
New York, NY 10004-1561
Telephone: [***]
E-mail: [***]
Attention: [***]
or at such other address, e-mail and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness
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of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s e-mail account containing the time, date, and recipient e-mail address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by email or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
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** Signature Page Follows **
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IN WITNESS WHEREOF, the Investor and the Company have caused this Purchase Agreement to be duly executed as of the date first written above.
THE COMPANY:
FTC SOLAR, INC.
By: /s/ Cathy Behnen
Name: Cathy Behnen
Title: Chief Financial Officer
INVESTOR:
LINCOLN PARK CAPITAL FUND, LLC
BY: LINCOLN PARK CAPITAL, LLC
BY: ROCKLEDGE CAPITAL CORPORATION
By: /s/ Josh Scheinfeld
Name: Josh Scheinfeld
Title: President
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EXHIBITS
Exhibit A Form of Officer’s Certificate
Exhibit B Form of Secretary’s Certificate
EXHIBIT A
FORM OF OFFICER’S CERTIFICATE
This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8(c) of that certain Purchase Agreement dated as of August 4, 2026, (“Purchase Agreement”), by and between FTC SOLAR, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
The undersigned, [●] of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:
IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of 2026.
______________________
Name: [●]
Title: [●]
EXHIBIT B
FORM OF SECRETARY’S CERTIFICATE
This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(i) of that certain Purchase Agreement dated as of August 4, 2026 (“Purchase Agreement”), by and between FTC SOLAR, INC, a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
The undersigned, [●], Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:
Authorized shares of Common Stock: 850,000,000
Issued and outstanding shares of Common Stock: [________]
Authorized shares of preferred stock, $0.0001 par value per share (“Preferred Stock”): 10,000,000
Issued and outstanding shares of Preferred Stock: 0
IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of 2026.
______________________
Name: [●]
Title: Secretary
Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2026, is made by and between FTC SOLAR, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WHEREAS:
The Company has the right, upon the terms and subject to the conditions of the Purchase Agreement, to sell and issue to the Buyer up to Twenty Million Dollars ($20,000,000) of Purchase Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and applicable state securities laws.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:
1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following meanings:
a. “Investor” means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.
b. “Person” means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.
c. “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).
d. “Registrable Securities” means all of the Commitment Shares and the Purchase Shares that may, from time to time, be issued or become issuable to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with respect to the Purchase Shares or the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement, provided however, that “Registrable Securities” shall not include any security that is eligible to be sold by the holder thereof, without the application of any current public information, volume or manner of sale restrictions pursuant to Rule 144 promulgated under the Securities Act.
e. “Registration Statement” means one or more registration statements of the Company covering only the resale of the Registrable Securities.
2. REGISTRATION.
a. Mandatory Registration. The Company shall, within ten (10) Business Days from the date of this Agreement, file with the SEC an initial Registration Statement on Form S-1 (or on another registration statement form the Company is eligible to file), covering the maximum number of Registrable Securities as the Company shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel (in any case including all of the Commitment Shares), subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all comments received from the Investor or its counsel. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use commercially reasonable efforts to have the Registration Statement and any amendment declared effective by the SEC as soon as practicable. The Company shall use commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date on which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
b. Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with resales of the Registrable Securities by the Investor under the Registration Statement during the Registration Period. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all comments received from the Investor or its counsel. The Investor shall use its commercially reasonable efforts to provide any such comments within one (1) Business Day from the date the Investor receives the final pre-filing version of such prospectus.
c. Sufficient Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover all of the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Registration Statement or file a new Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section 2(a) hereof) as soon as reasonably practicable, but in any event not later than thirty (30) calendar days after the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its commercially reasonable efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof.
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d. Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a) hereof, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, delayed or conditioned, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) hereof until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).
3. RELATED OBLIGATIONS.
With respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 hereof, including on any New Registration Statement, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
a. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor as set forth in such Registration Statement.
b. The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC (except to the extent any such document contains material non-public information after the effective date of the initial Registration Statement), and not file any document in a form to which Investor reasonably objects. The Investor shall use its commercially reasonable efforts to comment upon the Registration Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.
c. Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement
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and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor” hereunder.
d. The Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests (unless an exemption from registration and qualification applies), (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.
e. As promptly as reasonably practicable after becoming aware of such event or facts, the Company shall notify the Investor of the happening of any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, non-public information regarding the Company), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Investor by email on the same day of such effectiveness or by overnight mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.
f. The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.
g. The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed,
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if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(g).
h. The Company shall comply with Section 6(b) of the Purchase Agreement with respect to the issuance of Registrable Securities.
i. The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.
j. If reasonably requested in writing by the Investor, the Company shall (i) as soon as reasonably practicable after receipt of written notice from the Investor, incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably believes necessary to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement.
k. The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by any Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.
l. On the date any Registration Statement which includes the Registrable Securities is declared effective by the SEC, the Company shall deliver, or shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor), confirmation that such Registration Statement has been declared effective by the SEC in a form acceptable to the transfer agent. Thereafter, if reasonably requested by the Investor at any time, the Company (acting directly or through its counsel) shall deliver to the Investor, which may be via e-mail, a written confirmation whether or not the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order by the SEC) and whether or not the Registration Statement is available to the Investor for sale of all of the Registrable Securities.
m. Company agrees to take all other reasonable actions as necessary and reasonably requested in writing by the Investor to expedite and facilitate disposition by the Investor of the Registrable Securities pursuant to any Registration Statement.
4. OBLIGATIONS OF THE INVESTOR.
a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as reasonably practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.
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b. The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder and any amendments and supplements thereto.
c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company to the Investor of the happening of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.
5. EXPENSES OF REGISTRATION.
All reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3 hereof, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.
6. INDEMNIFICATION.
a. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person, if any, who controls the Investor, the members, directors, officers, partners, employees, agents, managers, and representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or reasonable expenses, joint or several (collectively, “Claims”), in each case, reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration
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Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable, out-of-pocket and documented legal fees or other reasonable, out-of-pocket and documented expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto or prospectus contained therein, if such Registration Statement, New Registration Statement or amendment thereof or supplement thereto or prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e) hereof; (ii) with respect to any superseded prospectus, shall not inure to the benefit of any Indemnified Person from whom the Indemnified Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such Indemnified Person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to provide notice or to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned and (v) shall not apply if and to the extent any Claim arises due to the gross negligence, fraud or willful misconduct of any Indemnified Person, as determined by a court of competent jurisdiction. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the rights and obligations hereunder pursuant to Section 9.
b. In connection with the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a) hereof, the Company, each of its directors, each of its officers who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the Investor set forth on Exhibit A attached hereto and furnished to the Company by the Investor expressly for use in connection with such Registration Statement (as such information about the Investor may be updated and furnished to the Company by the Investor expressly for use in connection with any New Registration Statement or prospectus); and, subject to Section 6(d) hereof, the Investor will reimburse any legal or other expenses reasonably incurred by any Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 hereof shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld, delayed or conditioned; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any
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investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 9 hereof.
c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.
d. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that (i) the Investor shall promptly reimburse the Company for all such payments if and to the extent it is ultimately determined, by a final and non-appealable order of a court of competent jurisdiction, that the Indemnified Person or Indemnified Party is not entitled to be indemnified by the Company for any such Indemnified Damages pursuant to this Section 6, and (ii) the Company shall promptly reimburse the Investor for all such payments if and to the extent it is ultimately determined, by a final and non-appealable order of a court of competent jurisdiction, that the Indemnified Person or Indemnified Party is not entitled to be indemnified by the Investor for any such Indemnified Damages pursuant to this Section 6.
e. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to applicable law.
7. CONTRIBUTION.
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To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 hereof to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.
8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACT.
With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees, at the Company’s sole expense, so long as the Investor owns Registrable Securities, to use commercially reasonable efforts to:
a. make and keep public information available, as those terms are understood and defined in Rule 144;
b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;
c. furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and
d. take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
The Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent injunction, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.
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The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor may not assign its rights under this Agreement without the prior written consent of the Company, other than to an affiliate of the Investor controlled by Jonathan Cope or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement.
10. AMENDMENT OF REGISTRATION RIGHTS.
No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.
11. MISCELLANEOUS.
a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
b. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:
If to the Company:
FTC Solar, Inc.
10900 Stonelake Boulevard, Suite 100, Quarry Oaks II Building
Austin, TX 78759
Telephone: [***]
E-mail: [***]
Attention: [***]
With a copy to (which shall not constitute notice or service of process):
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, NY 10019-9710
Telephone: [***]
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E-mail: [***]
Attention: [***]
If to the Investor:
Lincoln Park Capital Fund, LLC
415 North LaSalle Drive, Suite 700B
Chicago, IL 60654
Telephone: [***]
E-mail: [***]
Attention: [***]v
With a copy to (which shall not constitute notice or service of process):
K&L Gates, LLP
200 S. Biscayne Blvd., Ste. 3900
Miami, Florida 33131
Telephone: [***]
E-mail: [***]
Attention: [***]
If to the transfer agent:
Continental Stock Transfer and Trust Company
1 State Street 30th Floor,
New York, NY 10004-1561
Telephone: [***]
E-mail: [***]
Attention: [***]
or at such other address, email address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party at least three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s email account containing the time, date, recipient email address, as applicable, or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by email or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
c. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, for the adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or
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proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
d. This Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings among the parties hereto, other than those set forth or referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.
e. Subject to the requirements of Section 9 hereof, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto.
f. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
g. This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
h. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
i. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.
j. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
12. TERMINATION.
The obligations of the Company contained in Sections 2, 3, 5 and 8 of this Agreement shall terminate in their entirety upon the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement and (ii) 180 days following the earlier of (A) the Maturity Date and (B) the date of termination of the Purchase Agreement; provided that as long as any Registrable Securities remain unsold by the Investor, the Company must make available “current public information” pursuant to Rule 144 promulgated under the Securities Act until the Investor may sell the Securities thereunder without any restrictions (including any restrictions under Rule 144(c) or Rule 144(i)).
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* * * * * *
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IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.
THE COMPANY:
FTC SOLAR, INC.
By: /s/ Cathy Behnen
Name: Cathy Behnen
Title: Chief Financial Officer
INVESTOR:
LINCOLN PARK CAPITAL FUND, LLC
BY: LINCOLN PARK CAPITAL, LLC
BY: ROCKLEDGE CAPITAL CORPORATION
By: /s/ Josh Scheinfeld
Name: Josh Scheinfeld
Title: President
14
EXHIBIT A
Information About The Investor Furnished To The Company By The Investor
Expressly For Use In Connection With The Registration Statement
Information With Respect to Lincoln Park Capital
“As of the date of the Purchase Agreement, Lincoln Park Capital Fund, LLC, beneficially owned zero shares of FTC Solar, Inc. common stock. Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.”
IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""
Exhibit 10.3
LIMITED WAIVER AND LIMITED CONSENT TO CREDIT AGREEMENT
This LIMITED WAIVER AND LIMITED CONSENT TO CREDIT AGREEMENT, dated as of August 4, 2026 (this “Waiver and Consent”), is entered into by and among FTC Solar, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto and Acquiom Agency Services LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for itself and, pursuant to the limited power of attorney set forth in the Lender Direction Letter (as defined below), as attorney-in-fact for each Directing Lender (as defined below) party hereto.
WHEREAS the Borrower, the lenders party thereto from time to time (the “Lenders”) and the Administrative Agent are parties to a Credit Agreement, dated as of July 2, 2025 (as amended by that certain First Amendment to Credit Agreement, dated November 11, 2025 and Second Amendment and Limited Waiver to Credit Agreement, dated March 23, 2026, and as otherwise amended, restated, supplemented or modified and in effect immediately prior to the Effective Date (as defined below), the “Credit Agreement”);
WHEREAS the Borrower and the Subsidiaries breached Section 6.10(a) of the Credit Agreement as a result of the failure to satisfy the minimum Unrestricted Cash requirement thereunder for the fiscal quarter ended June 30, 2026 and Section 6.10(c) of the Credit Agreement as a result of the failure to satisfy the minimum Direct Tracker Margin requirement thereunder for the fiscal quarter ended June 30, 2026 (collectively, the “Initial Financial Events of Default”) and the Loan Parties failed to provide notice of the Initial Financial Events of Default to the Administrative Agent and the Lenders under Section 5.05(a) of the Credit Agreement (the “Notice Event of Default” and, together with the Initial Financial Events of Default, collectively, the “Specified Events of Default”);
WHEREAS the Borrower wishes to make payments in an amount equal to $1,145,670.93 under the Alpha Steel Seller Notes (the “Alpha Steel Seller Note Payments”);
WHEREAS certain Lenders (collectively, the “Directing Lenders”) and the Administrative Agent are party to that certain letter agreement, dated as of the date hereof (the “Lender Direction Letter”), pursuant to which, among other things, each Directing Lender grants the Administrative Agent a limited power of attorney to execute this Waiver and Consent on behalf of the Directing Lenders; and
WHEREAS the Borrower has requested that the Lenders party hereto (constituting the Required Lenders) waive the Specified Events of Default, consent to the Alpha Steel Seller Note Payments and, subject to the conditions set forth herein, the Lenders have agreed to do so;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:
Section 1. Definitions. Except as otherwise defined in this Waiver and Consent, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Limited Waiver and Limited Consent. Subject to the satisfaction of the conditions precedent set forth in Section 6 of this Waiver and Consent, but effective as of the date hereof, the Lenders party hereto hereby (a) waive (i) the Specified Events of Default and (ii) all rights that the Lenders may have under the Credit Agreement and other Loan Documents solely with respect to the Specified Events of Default, in each case that occurred on or prior to the date hereof and (b) consent to the Borrower making the Alpha Steel Seller Note Payments so long as (i) the Loan Parties shall have indefeasibly paid in full and in cash all of the Alpha Steel Seller Note Indebtedness and (ii) all guarantees, Liens and security interests in support thereof have been discharged and released. The foregoing waiver and consent is a one-time waiver solely with respect to the Specified Events of Default and a one-time consent solely with respect to the Alpha Steel Seller Note Payments, is not a waiver of, or consent to, any other transaction and is not a waiver of any other Default or Event of Default under any Loan Document and shall not apply to any future Default or Event of Default under any Loan Document whether or not similar to the foregoing.
Section 3. [Reserved].
Section 4. Reaffirmation. To induce the Administrative Agent and the Lenders party hereto to enter into this Waiver and Consent, each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Waiver and Consent, (b) agrees that this Waiver and Consent and any documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Security Documents and the other Loan Documents, and (c) agrees that this Waiver and Consent and any documents executed in connection herewith shall not impair or otherwise adversely affect any of the guarantees or Liens provided or granted pursuant to the Loan Documents. Each Security Document, each other Loan Document and all guarantees, pledges, grants, security interests and other agreements thereunder shall continue to be in full force and effect and each Loan Party reaffirms each Security Document, each other Loan Document and all guarantees, pledges, grants, security interests and other agreements thereunder.
Section 5. Representations and Warranties. To induce the Administrative Agent and the Lenders party hereto to enter into this Waiver and Consent, each Loan Party represents and warrants to the Administrative Agent and the Lenders, as to itself and each of its subsidiaries, that:
-2-
Section 6. Conditions Precedent. The limited waivers and the limited consent set forth in Section 2 shall become effective upon satisfaction of the following conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Effective Date”):
Section 7. Post-Closing Covenant. The Borrower covenants and agrees with the Administrative Agent and each Lender that:
-3-
Section 8. Release; Covenant Not to Sue.
-4-
Section 9. Miscellaneous.
-5-
[Signature Pages Follow]
-6-
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Consent to the Credit Agreement to be duly executed and delivered as of the day and year first above written.
FTC SOLAR, INC., as Borrower |
|
By |
|
|
/s/ Cathy Behnen |
|
Name: Cathy Behnen |
|
Title: Chief Financial Officer |
ALPHA STEEL LLC., as Guarantor |
|
By |
|
|
/s/ Cathy Behnen |
|
Name: Cathy Behnen |
|
Title: Chief Financial Officer |
Signature Page to Waiver and Consent
ACQUIOM AGENCY SERVICES LLC, as Administrative Agent
|
|
By: |
|
|
/s/ Nick Tiller |
|
Name: Nick Tiller |
|
Title: Director |
|
|
ACQUIOM AGENCY SERVICES LLC, as attorney-in-fact for each Directing Lender
|
|
By: |
|
|
/s/ Nick Tiller |
|
Name: Nick Tiller |
|
Title: Director |
|
|
Signature Page to Waiver and Consent
Exhibit 99.1
FTC Solar Announces Second Quarter 2026 Financial Results
Second Quarter Highlights and Recent Developments
AUSTIN, Texas — August 5, 2026– FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, today announced financial results for the second quarter ended June 30, 2026.
“We’re pleased to report that second quarter results were in line with or better than our targeted ranges,” said Anthony Carroll, President and CEO of FTC Solar, “and that we remain on track to outpace the market with 40% annual revenue growth in 2026.
“While I am just over one quarter into my tenure as CEO, the company has done an incredible amount over the past two years to put the company in a great position to grow and scale. This includes developing and introducing a 1P tracker line that is regarded by customers as easier and faster to install and an engineering capability that is willing to go the extra mile and increasingly helps enable more power or less land grading through a more efficient design.
“To build on that foundation and continue the momentum, we have been focused on five key areas. They include:
“Overall, while we still have work to do and need to win much more business, I'm proud of what our team has accomplished and confident in where we're headed. We have the products, the partnerships, and the strategy to drive sustainable growth, and we'll continue earning trust through execution and customer focus. Our opportunity is great, our plan is clear, the path to profitability is there, and our second half revenue growth outlook is very strong.”
Second Quarter Results
Total second-quarter revenue was $26.2 million. This represents an increase of 51.5% compared to the prior quarter revenue and an increase of 30.8% compared to the year-ago quarter.
GAAP gross loss was $2.2 million, or 8.5% of revenue, compared to gross loss of $1.2 million, or 7.1% of revenue, in the prior quarter. Non-GAAP gross loss was $1.3 million or 5.1% of revenue. This compares to Non-GAAP gross loss of $3.5 million in the prior-year period.
Summary Financial Performance: Q2 2026 compared to Q2 2025
|
|
U.S. GAAP |
|
|
Non-GAAP(b) |
|
||||||||||
|
|
Three months ended June 30, |
|
|||||||||||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue |
|
$ |
26,157 |
|
|
$ |
19,993 |
|
|
$ |
26,157 |
|
|
$ |
19,993 |
|
Gross margin percentage |
|
|
(8.5 |
%) |
|
|
(19.6 |
%) |
|
|
(5.1 |
%) |
|
|
(17.4 |
%) |
Total operating expenses |
|
$ |
11,493 |
|
|
$ |
7,580 |
|
|
$ |
8,482 |
|
|
$ |
6,544 |
|
Loss from operations(a) |
|
$ |
(13,727 |
) |
|
$ |
(11,499 |
) |
|
$ |
(9,777 |
) |
|
$ |
(10,360 |
) |
Net loss |
|
$ |
(27,124 |
) |
|
$ |
(15,430 |
) |
|
$ |
(12,252 |
) |
|
$ |
(11,213 |
) |
Diluted loss per share |
|
$ |
(1.69 |
) |
|
$ |
(1.18 |
) |
|
$ |
(0.76 |
) |
|
$ |
(0.86 |
) |
GAAP operating expenses were $11.5 million. On a Non-GAAP basis, operating expenses were $8.5 million. This compares to Non-GAAP operating expenses of $7.8 million1 in the prior quarter and $6.5 million in the year-ago quarter.
GAAP net loss was $27.1 million, or a loss of $1.69 per diluted share, compared to income of $32.6 million or a loss of $0.72 per diluted share in the prior quarter and a net loss of $15.4 million or $1.18 per diluted share in the year-ago quarter.
Adjusted EBITDA loss, which excludes approximately $17.3 million for (i) a loss from the change in fair value of the warrant liability, (ii) certain CEO transition costs, and (iii) other non-cash items, was $9.8 million, compared to Adjusted EBITDA losses of $8.2 million1 in the prior quarter and $10.4 million in the year-ago quarter.
The contracted portion of the company's backlog2 now stands at approximately $560 million.
During the quarter, the company received a purchase order for its first 1P tracker system with a top U.S. developer, which has heretofore been a 2P customer. The project is just over 100 megawatts and located on the East Coast. The company is very pleased to expand its relationship with this developer.
The company also received notice to begin production on a 330+ megawatt project in Queensland, Australia. FTC first announced the project award in March 2025 with tracker production at the time expected to begin in mid-2025. The project timeline has been revised and now finalized with notice to proceed issued during the second quarter. Tracker deliveries begin in the second half of 2026. The aggregate value of the project was added to the company’s backlog in 2025 and was reflected in the most recent backlog disclosed on May 5, 2026.
The company also announced that it has recently entered the India market, and has already won multiple initial projects there, ranging from pilot to 100+ megawatt projects with large and well-known customers. Shipments in this region have been ongoing in 2026.
Subsequent Events
Subsequent to quarter end, the company received a new 400 megawatt purchase order for a 1P project being constructed by a top 5 U.S. EPC and a top 5 U.S. developer. The company has worked with this EPC on other projects recently and is pleased to see a nice-sized follow-on project.
In addition to its financial results, the company announced that it has entered into a purchase agreement establishing an Equity Line of Credit (“ELOC”) with Lincoln Park Capital, a long-only institutional investor. Under the terms of the agreement and subject to certain conditions, FTC Solar has the right to sell, and Lincoln Park is obligated to purchase, up to $20 million worth of common shares at prices that are based on the market price at the time of each sale. FTC Solar, at its sole discretion, controls the timing and amount of all sales of shares associated with the ELOC. There are no upper limits to the price per share Lincoln Park may pay and Lincoln Park has agreed not to enter into or effect any direct or indirect short-selling or hedging of our common stock. There are no warrants, derivatives, or other share classes associated with this agreement. The company believes that this agreement will provide the company with an additional and flexible source of funding as may be appropriate.
Outlook
The company expects third quarter revenue to grow by roughly 24% relative to the second quarter, based on the midpoint of the guidance range. The company expects further sequential growth in the fourth quarter and continues to expect full-year revenue 2026 growth of 40% relative to 2025, outpacing the market.
(in millions) |
|
2Q'26 |
|
2Q'26 |
|
3Q'26 |
Revenue |
|
$22.0 – $26.0 |
|
$26.2 |
|
$30.0 – $35.0 |
Non-GAAP Gross Profit (Loss) |
|
$(1.4) – $1.0 |
|
$(1.3) |
|
$(0.9) – $1.8 |
Non-GAAP Gross Margin |
|
(6.4%) – 4.0% |
|
(5.1%) |
|
(3.0%) – 5.1% |
Non-GAAP operating expenses |
|
$8.4 – $9.0 |
|
$8.5 |
|
$7.7 – $8.3 |
Non-GAAP adjusted EBITDA |
|
$(10.5) – $(7.4) |
|
$(9.8) |
|
$(9.3) – $(6.0) |
Second Quarter 2026 Earnings Conference Call
FTC Solar’s senior management will host a conference call for members of the investment community at 8:30 a.m. E.T. today, during which the company will discuss its second quarter results, its outlook and other business items. This call will be webcast and can be accessed within the Investor Relations section of FTC Solar's website at https://investor.ftcsolar.com. A replay of the conference call will also be available on the website for 30 days following the webcast.
About FTC Solar Inc.
Founded in 2017 by a group of renewable energy industry veterans, FTC Solar is a global provider of solar tracker systems, technology, software, and engineering services. Solar trackers significantly increase energy production at solar power installations by dynamically optimizing solar panel orientation to the sun. FTC Solar’s innovative tracker designs provide compelling performance and reliability, with an industry-leading installation cost-per-watt advantage.
Footnotes
1. A reconciliation of the prior sequential quarter Non-GAAP financial measures to the nearest comparable GAAP measures may be found in Exhibit 99.1 of our Form 8-K filed on May 5, 2026.
2. The term ‘backlog’ or ‘contracted and awarded’ refers to the combination of our executed contracts (contracted) and awarded orders (awarded), which are orders that have been documented and signed through a contract, where we are in the process of documenting a contract but for which a contract has not yet been signed, or that have been awarded in writing or verbally with a mutual understanding that the order will be contracted in the future. In the case of certain projects, including those that are scheduled for delivery on later dates, we have not locked in binding pricing with customers, and we instead use estimated average selling price to calculate the revenue included in our contracted and awarded orders for such projects. Actual revenue for these projects could differ once contracts with binding pricing are executed, and there is also a risk that a contract may never be executed for an awarded but uncontracted project, or that a contract may be
executed for an awarded but uncontracted project at a date that is later than anticipated, or that a contract once executed may be subsequently amended, supplemented, rescinded, cancelled or breached, including in a manner that impacts the timing and amounts of payments due thereunder, thus reducing anticipated revenues. Please refer to our SEC filings, including our Form 10-K, for more information on our contracted and awarded orders, including risk factors.
3. We do not provide a quantitative reconciliation of our forward-looking Non-GAAP guidance measures to the most directly comparable GAAP financial measures because certain information needed to reconcile those measures is not available without unreasonable efforts due to the inherent difficulty in forecasting and quantifying these measures as a result of changes in project schedules by our customers that may occur, which are outside of our control, and the impact, if any, of credit loss provisions, asset impairment charges, restructuring or changes in the timing and level of indirect or overhead spending, as well as other matters, that could occur which could significantly impact the related GAAP financial measures.
Forward-Looking Statements
This press release contains forward looking statements. These statements are not historical facts but rather are based on our current expectations and projections regarding our business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. You should not rely on our forward-looking statements as predictions of future events, as actual results may differ materially from those in the forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the SEC, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the SEC, our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. Any forward-looking statements in this release speak only as of the date on which they are made. FTC Solar undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.
FTC Solar Investor Contact:
Bill Michalek
Vice President, Investor Relations
FTC Solar
T: (737) 241-8618
E: [email protected]
# # #
FTC Solar, Inc.
Condensed Consolidated Statements of Comprehensive Results of Operations
(unaudited)
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands, except shares and per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
22,405 |
|
|
$ |
15,867 |
|
|
$ |
34,167 |
|
|
$ |
34,069 |
|
Service |
|
|
3,752 |
|
|
|
4,126 |
|
|
|
9,255 |
|
|
|
6,727 |
|
Total revenue |
|
|
26,157 |
|
|
|
19,993 |
|
|
|
43,422 |
|
|
|
40,796 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
24,605 |
|
|
|
18,876 |
|
|
|
38,413 |
|
|
|
38,987 |
|
Service |
|
|
3,786 |
|
|
|
5,036 |
|
|
|
8,470 |
|
|
|
9,175 |
|
Total cost of revenue |
|
|
28,391 |
|
|
|
23,912 |
|
|
|
46,883 |
|
|
|
48,162 |
|
Gross loss |
|
|
(2,234 |
) |
|
|
(3,919 |
) |
|
|
(3,461 |
) |
|
|
(7,366 |
) |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
1,209 |
|
|
|
1,129 |
|
|
|
2,327 |
|
|
|
2,053 |
|
Selling and marketing |
|
|
2,065 |
|
|
|
1,291 |
|
|
|
3,780 |
|
|
|
2,427 |
|
General and administrative |
|
|
8,219 |
|
|
|
5,160 |
|
|
|
16,217 |
|
|
|
10,213 |
|
Total operating expenses |
|
|
11,493 |
|
|
|
7,580 |
|
|
|
22,324 |
|
|
|
14,693 |
|
Loss from operations |
|
|
(13,727 |
) |
|
|
(11,499 |
) |
|
|
(25,785 |
) |
|
|
(22,059 |
) |
Interest expense |
|
|
(4,333 |
) |
|
|
(731 |
) |
|
|
(8,229 |
) |
|
|
(1,442 |
) |
Interest income |
|
|
5 |
|
|
|
5 |
|
|
|
10 |
|
|
|
11 |
|
Gain from disposal of investment in unconsolidated subsidiary |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,204 |
|
Gain on sale of Atlas |
|
|
26 |
|
|
|
50 |
|
|
|
26 |
|
|
|
50 |
|
Gain (loss) from change in fair value of warrant liability |
|
|
(8,887 |
) |
|
|
(2,836 |
) |
|
|
39,855 |
|
|
|
1,768 |
|
Other income, net |
|
|
9 |
|
|
|
71 |
|
|
|
10 |
|
|
|
75 |
|
Loss from unconsolidated subsidiary |
|
|
— |
|
|
|
(451 |
) |
|
|
— |
|
|
|
(563 |
) |
Income (loss) before income taxes |
|
|
(26,907 |
) |
|
|
(15,391 |
) |
|
|
5,887 |
|
|
|
(18,956 |
) |
Provision for income taxes |
|
|
(217 |
) |
|
|
(39 |
) |
|
|
(412 |
) |
|
|
(293 |
) |
Net income (loss) |
|
|
(27,124 |
) |
|
|
(15,430 |
) |
|
|
5,475 |
|
|
|
(19,249 |
) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments |
|
|
119 |
|
|
|
81 |
|
|
|
218 |
|
|
|
109 |
|
Comprehensive income (loss) |
|
$ |
(27,005 |
) |
|
$ |
(15,349 |
) |
|
$ |
5,693 |
|
|
$ |
(19,140 |
) |
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(1.69 |
) |
|
$ |
(1.18 |
) |
|
$ |
0.35 |
|
|
$ |
(1.49 |
) |
Diluted |
|
$ |
(1.69 |
) |
|
$ |
(1.18 |
) |
|
$ |
(1.52 |
) |
|
$ |
(1.49 |
) |
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
16,048,941 |
|
|
|
13,098,825 |
|
|
|
15,809,947 |
|
|
|
12,948,189 |
|
Diluted |
|
|
16,048,941 |
|
|
|
13,098,825 |
|
|
|
22,635,642 |
|
|
|
12,948,189 |
|
FTC Solar, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except shares and per share data) |
|
June 30, |
|
|
December 31, 2025 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
10,075 |
|
|
$ |
21,105 |
|
Restricted cash |
|
|
1,000 |
|
|
|
— |
|
Accounts receivable, net of allowance for credit losses of $3,031 and $3,069 at June 30, 2026 and December 31, 2025, respectively |
|
|
48,670 |
|
|
|
55,743 |
|
Inventories |
|
|
9,989 |
|
|
|
9,627 |
|
Prepaid and other current assets |
|
|
13,582 |
|
|
|
11,294 |
|
Total current assets |
|
|
83,316 |
|
|
|
97,769 |
|
Operating lease right-of-use assets |
|
|
1,636 |
|
|
|
983 |
|
Property and equipment, net |
|
|
3,649 |
|
|
|
3,793 |
|
Goodwill |
|
|
7,657 |
|
|
|
7,444 |
|
Other assets |
|
|
1,801 |
|
|
|
1,823 |
|
Total assets |
|
$ |
98,059 |
|
|
$ |
111,812 |
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
11,436 |
|
|
$ |
13,247 |
|
Short-term debt |
|
|
22,641 |
|
|
|
12,681 |
|
Accrued expenses |
|
|
39,810 |
|
|
|
23,770 |
|
Income taxes payable |
|
|
570 |
|
|
|
630 |
|
Deferred revenue |
|
|
5,451 |
|
|
|
7,172 |
|
Other current liabilities |
|
|
11,321 |
|
|
|
10,725 |
|
Total current liabilities |
|
|
91,229 |
|
|
|
68,225 |
|
Long-term debt |
|
|
— |
|
|
|
9,921 |
|
Operating lease liability, net of current portion |
|
|
1,099 |
|
|
|
553 |
|
Deferred income taxes |
|
|
207 |
|
|
|
— |
|
Warrant liability |
|
|
34,660 |
|
|
|
74,515 |
|
Other non-current liabilities |
|
|
1,210 |
|
|
|
1,556 |
|
Total liabilities |
|
|
128,405 |
|
|
|
154,770 |
|
Commitments and contingencies |
|
|
|
|
|
|
||
Stockholders’ deficit |
|
|
|
|
|
|
||
Preferred stock par value of $0.0001 per share, 10,000,000 shares authorized; none issued as of June 30, 2026 and December 31, 2025 |
|
|
— |
|
|
|
— |
|
Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 16,455,751 and 15,537,344 shares issued and outstanding as of June 30, 2026 and December 31, 2025 |
|
|
2 |
|
|
|
2 |
|
Treasury stock, at cost; 1,076,257 shares as of June 30, 2026 and December 31, 2025 |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
391,567 |
|
|
|
384,648 |
|
Accumulated other comprehensive loss |
|
|
(72 |
) |
|
|
(290 |
) |
Accumulated deficit |
|
|
(421,843 |
) |
|
|
(427,318 |
) |
Total stockholders’ deficit |
|
|
(30,346 |
) |
|
|
(42,958 |
) |
Total liabilities and stockholders’ deficit |
|
$ |
98,059 |
|
|
$ |
111,812 |
|
FTC Solar, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
|
Six months ended June 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
5,475 |
|
|
$ |
(19,249 |
) |
Adjustments to reconcile net income (loss) to cash used in operating activities: |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
5,503 |
|
|
|
1,216 |
|
Depreciation and amortization |
|
|
795 |
|
|
|
607 |
|
Gain from change in fair value of warrant liability |
|
|
(39,855 |
) |
|
|
(1,768 |
) |
Gain from sale of property and equipment |
|
|
— |
|
|
|
(3 |
) |
Amortization of debt discount and issue costs |
|
|
4,698 |
|
|
|
427 |
|
Paid-in-kind non-cash interest |
|
|
2,144 |
|
|
|
1,001 |
|
Provision for obsolete and slow-moving inventory |
|
|
667 |
|
|
|
— |
|
Loss from unconsolidated subsidiary |
|
|
— |
|
|
|
563 |
|
Gain from disposal of investment in unconsolidated subsidiary |
|
|
— |
|
|
|
(3,204 |
) |
Warranties issued and remediation added |
|
|
1,107 |
|
|
|
1,614 |
|
Warranty recoverable from manufacturer |
|
|
160 |
|
|
|
191 |
|
Credit loss provisions (credits) |
|
|
(38 |
) |
|
|
192 |
|
Deferred income taxes |
|
|
207 |
|
|
|
425 |
|
Lease expense |
|
|
528 |
|
|
|
594 |
|
Impact on cash from changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
7,111 |
|
|
|
(5,956 |
) |
Inventories |
|
|
(1,029 |
) |
|
|
2,828 |
|
Prepaid and other current assets |
|
|
(2,322 |
) |
|
|
1,193 |
|
Other assets |
|
|
(121 |
) |
|
|
(392 |
) |
Accounts payable |
|
|
(1,853 |
) |
|
|
4,819 |
|
Accruals and other current liabilities |
|
|
15,335 |
|
|
|
9,507 |
|
Deferred revenue |
|
|
(1,721 |
) |
|
|
(3,814 |
) |
Other non-current liabilities |
|
|
(709 |
) |
|
|
(830 |
) |
Lease payments and other, net |
|
|
(534 |
) |
|
|
(691 |
) |
Net cash used in operations |
|
|
(4,478 |
) |
|
|
(10,780 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(595 |
) |
|
|
(268 |
) |
Proceeds from sale of Atlas software platform |
|
|
26 |
|
|
|
50 |
|
Proceeds from sale of property and equipment |
|
|
— |
|
|
|
3 |
|
Proceeds from disposal of investment in unconsolidated subsidiary |
|
|
— |
|
|
|
3,204 |
|
Net cash (used in) provided by investing activities |
|
|
(569 |
) |
|
|
2,989 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repayments of borrowings |
|
|
(6,260 |
) |
|
|
— |
|
Proceeds from sale of common stock |
|
|
1,472 |
|
|
|
— |
|
Stock offering costs paid |
|
|
(39 |
) |
|
|
— |
|
Financing costs paid |
|
|
(170 |
) |
|
|
— |
|
Proceeds from stock option exercises |
|
|
— |
|
|
|
3 |
|
Net cash (used in) provided by financing activities |
|
|
(4,997 |
) |
|
|
3 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
14 |
|
|
|
60 |
|
Decrease in cash, cash equivalents and restricted cash |
|
|
(10,030 |
) |
|
|
(7,728 |
) |
Cash and cash equivalents at beginning of period |
|
|
21,105 |
|
|
|
11,247 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
11,075 |
|
|
$ |
3,519 |
|
Notes to Reconciliations of Non-GAAP Financial Measures to Nearest Comparable GAAP Measures
We utilize Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS as supplemental measures of our performance. We define Adjusted EBITDA as net income (loss) plus (i) provision for (benefit from) income taxes, (ii) interest expense, less interest income, (iii) depreciation expense, (iv) amortization expense, (v) stock-based compensation, (vi) loss from changes in the fair value of our warrant liability, and (vii) Chief Executive Officer ("CEO") transition costs, non-routine legal fees, costs associated with our reverse stock split, severance and certain other costs (credits). We also deduct (i) the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary, and (ii) gains from changes in the fair value of our warrant liability from net income or loss in arriving at Adjusted EBITDA. We define Adjusted Net Loss as net income (loss) plus (i) amortization of debt discount and issue costs and intangibles, (ii) stock-based compensation, (iii) loss from changes in the fair value of our warrant liability, (iv) CEO transition costs, non-routine legal fees, costs associated with our reverse stock split, severance and certain other costs (credits), and (v) the income tax expense (benefit) of those adjustments, if any. We also deduct (i) the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary, and (ii) gains from changes in the fair value of our warrant liability from net income (loss) in arriving at Adjusted Net Loss. Adjusted EPS is defined as Adjusted Net Loss on a per share basis using our weighted average diluted shares outstanding.
Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). We present these Non-GAAP measures, many of which are commonly used by investors and analysts, because we believe they assist those investors and analysts in comparing our performance across reporting periods on an ongoing basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to evaluate the effectiveness of our business strategies.
Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, and you should not rely on any single financial measure to evaluate our business. These Non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure as disclosed below.
The following table reconciles Non-GAAP gross loss to the most closely related GAAP measure for the three and six months ended June 30, 2026 and 2025, respectively:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
U.S. GAAP revenue |
|
$ |
26,157 |
|
|
$ |
19,993 |
|
|
$ |
43,422 |
|
|
$ |
40,796 |
|
U.S. GAAP gross loss |
|
$ |
(2,234 |
) |
|
$ |
(3,919 |
) |
|
$ |
(3,461 |
) |
|
$ |
(7,366 |
) |
Depreciation expense |
|
|
257 |
|
|
|
185 |
|
|
|
447 |
|
|
|
358 |
|
Amortization expense |
|
|
— |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
Stock-based compensation |
|
|
647 |
|
|
|
248 |
|
|
|
1,292 |
|
|
|
491 |
|
Severance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34 |
|
Non-GAAP gross loss |
|
$ |
(1,330 |
) |
|
$ |
(3,486 |
) |
|
$ |
(1,708 |
) |
|
$ |
(6,483 |
) |
Non-GAAP gross margin percentage |
|
|
(5.1 |
%) |
|
|
(17.4 |
%) |
|
|
(3.9 |
%) |
|
|
(15.9 |
%) |
The following table reconciles Non-GAAP operating expenses to the most closely related GAAP measure for the three and six months ended June 30, 2026 and 2025, respectively:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
U.S. GAAP operating expenses |
|
$ |
11,493 |
|
|
$ |
7,580 |
|
|
$ |
22,324 |
|
|
$ |
14,693 |
|
Depreciation expense |
|
|
(173 |
) |
|
|
(120 |
) |
|
|
(334 |
) |
|
|
(249 |
) |
Stock-based compensation |
|
|
(1,519 |
) |
|
|
(688 |
) |
|
|
(4,211 |
) |
|
|
(725 |
) |
CEO transition |
|
|
(1,319 |
) |
|
|
(228 |
) |
|
|
(1,454 |
) |
|
|
(388 |
) |
Reverse stock split |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Severance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(141 |
) |
Non-GAAP operating expenses |
|
$ |
8,482 |
|
|
$ |
6,544 |
|
|
$ |
16,325 |
|
|
$ |
13,189 |
|
The following table reconciles Non-GAAP Adjusted EBITDA to the related GAAP measure of loss from operations for the three and six months ended June 30, 2026 and 2025, respectively:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
U.S. GAAP loss from operations |
|
$ |
(13,727 |
) |
|
$ |
(11,499 |
) |
|
$ |
(25,785 |
) |
|
$ |
(22,059 |
) |
Depreciation expense |
|
|
430 |
|
|
|
305 |
|
|
|
781 |
|
|
|
607 |
|
Amortization expense |
|
|
— |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
Stock-based compensation |
|
|
2,166 |
|
|
|
936 |
|
|
|
5,503 |
|
|
|
1,216 |
|
CEO transition |
|
|
1,319 |
|
|
|
228 |
|
|
|
1,454 |
|
|
|
388 |
|
Reverse stock split |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Severance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
175 |
|
Other income, net |
|
|
9 |
|
|
|
71 |
|
|
|
10 |
|
|
|
75 |
|
Gain on sale of Atlas |
|
|
26 |
|
|
|
50 |
|
|
|
26 |
|
|
|
50 |
|
Loss from unconsolidated subsidiary |
|
|
— |
|
|
|
(451 |
) |
|
|
— |
|
|
|
(563 |
) |
Adjusted EBITDA |
|
$ |
(9,777 |
) |
|
$ |
(10,360 |
) |
|
$ |
(17,997 |
) |
|
$ |
(20,110 |
) |
The following table reconciles Non-GAAP Adjusted EBITDA and Adjusted Net Loss to the related GAAP measure of net income (loss) for the three months ended June 30, 2026 and 2025, respectively:
|
|
Three months ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
(in thousands, except shares and per share data) |
|
Adjusted EBITDA |
|
|
Adjusted Net Loss |
|
|
Adjusted EBITDA |
|
|
Adjusted Net Loss |
|
||||
Net loss per U.S. GAAP |
|
$ |
(27,124 |
) |
|
$ |
(27,124 |
) |
|
$ |
(15,430 |
) |
|
$ |
(15,430 |
) |
Reconciling items - |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
|
217 |
|
|
|
— |
|
|
|
39 |
|
|
|
— |
|
Interest expense |
|
|
4,333 |
|
|
|
— |
|
|
|
731 |
|
|
|
— |
|
Interest income |
|
|
(5 |
) |
|
|
— |
|
|
|
(5 |
) |
|
|
— |
|
Amortization of debt discount and issue costs in interest expense |
|
|
— |
|
|
|
2,500 |
|
|
|
— |
|
|
|
217 |
|
Depreciation expense |
|
|
430 |
|
|
|
— |
|
|
|
305 |
|
|
|
— |
|
Stock-based compensation |
|
|
2,166 |
|
|
|
2,166 |
|
|
|
936 |
|
|
|
936 |
|
Loss from change in fair value of warrant liability(a) |
|
|
8,887 |
|
|
|
8,887 |
|
|
|
2,836 |
|
|
|
2,836 |
|
CEO transition(b) |
|
|
1,319 |
|
|
|
1,319 |
|
|
|
228 |
|
|
|
228 |
|
Adjusted Non-GAAP amounts |
|
$ |
(9,777 |
) |
|
$ |
(12,252 |
) |
|
$ |
(10,360 |
) |
|
$ |
(11,213 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted Non-GAAP net loss per share (Adjusted EPS): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
N/A |
|
|
$ |
(0.76 |
) |
|
N/A |
|
|
$ |
(0.86 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
N/A |
|
|
|
16,048,941 |
|
|
N/A |
|
|
|
13,098,825 |
|
||
(a) |
We exclude non-cash changes in the fair value of our outstanding warrants as we do not consider such changes to impact or reflect changes in our core operating performance. |
(b) |
In April 2026, we transitioned to a new CEO. As a result of that change, we recognized approximately $1.2 million in severance costs associated with our former CEO. We also agreed to pay an upfront sign-on bonus to our new CEO in two equal annual installments in April 2027 and April 2028. We are accruing the cost of these sign-on bonus payments over the service period of our new CEO. Upon hiring our former CEO in August 2024, we had agreed to upfront and incremental sign-on bonuses (collectively, the " former CEO sign-on bonuses"). These former CEO sign-on bonuses were expensed over the applicable service periods of our former CEO through April 2026. We do not view the sign-on bonuses to be paid to our new CEO or those paid to our former CEO as being part of their normal ongoing annual compensation arrangements. |