8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

---

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): May11, 2023

AEYE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39699	37-1827430
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)
One Park Place, Suite 200, Dublin, California	94568
---	---
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (925) 400-4366

---

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	LIDR	The Nasdaq Stock Market LLC
Warrants to receive one share of Common Stock	LIDRW	The Nasdaq Stock Market LLC

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 2.02	Results of Operations and Financial Condition.

On May 11, 2023, AEye, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information provided in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.	Financial Statement and Exhibits.
(d)	Exhibits.
---	---
Exhibit Number	Description
---	---
99.1	Press release dated May 11, 2023.
---	---
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
---	---

| 1 |

| --- |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AEye, Inc.
Dated: May 11, 2023
	By:	/s/ Andrew S. Hughes
		Andrew S. Hughes
		Senior Vice President, General Counsel & Corporate Secretary

AEYE REPORTSFIRST QUARTER 2023 RESULTS

Dublin, Calif. – May 11, 2023 – AEye, Inc. (Nasdaq: LIDR), a global leader in adaptive, high performance lidar solutions, today announced its results for the first quarter ended March 31, 2023.

Management Commentary

“After a comprehensive review of AEye’s business, it was clear that we needed to intensify our focus on automotive and our path to commercialization with Continental, while aligning our resources with this streamlined business model,” said Matt Fisch, Chief Executive Officer of AEye. “During the first quarter of 2023, we made considerable progress in reducing our cost structure to align with the go-forward model, and by doing so, we have a plan to extend our cash runway through the end of 2024. I’m confident that AEye’s automotive-first strategy, capital-light model, and strategic partnership with Continental uniquely position us to capitalize on the enormous market opportunity ahead and to create value for our shareholders.”

Q1 2023 Financials

●	Revenue of $0.6 million in the first quarter of 2023.
●	GAAP net loss was $(26.3) million, or $(0.16) per share based on 165.9 million<br>weighted average common shares outstanding.
---	---
●	Non-GAAP net loss was $(17.7) million, or $(0.11) per share based on 165.9<br>million weighted average common shares outstanding.
---	---
●	Cash, cash equivalents, and marketable securities were $74.1 million as of<br>March 31, 2023.
---	---

Conference Calland Webcast Details

---

AEye management will hold a conference call today, May 11, 2023, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss these results. AEye CEO Matt Fisch and CFO Conor Tierney will host the call, followed by a question-and-answer session.

The webcast and accompanying slides will be accessible via the company’s website at https://investors.aeye.ai/.

Access is also available via:

●	Conference call: https://aeye.pub/448YmRM
●	Webcast: https://aeye.pub/3LzVxSS
---	---

About AEye

AEye’s unique software-defined lidar solution enables advanced driver-assistance, vehicle autonomy, smart infrastructure and logistics applications that save lives and propel the future of transportation and mobility.

AEye’s 4Sight™ Intelligent Sensing Platform, with its adaptive sensor-based operating system, focuses on what matters most: delivering faster, more accurate, and reliable information. AEye’s 4Sight™ products, built on this platform, are ideal for dynamic applications which require precise measurement imaging to ensure safety and performance. AEye has a global presence through its offices in Germany, Korea, and the United States.

Non-GAAP Financial Measures

The non-GAAP measures provided in this press release should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with generally accepted accounting principles (GAAP) in the United States. A reconciliation between GAAP and non-GAAP financial data is included in the supplemental financial data attached to this press release. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. AEye considers these non-GAAP financial measures to be important because they provide additional insight into the Company’s on-going performance. The Company provides this information to investors for a more consistent basis of comparison and to help investors evaluate the results of the Company’s on-going operations, and to help enable more meaningful period-to-period comparison. Non-GAAP financial measures are presented only as supplemental information for the purpose of understanding the Company’s operating results. The non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP.

This press release includes non-GAAP financial measures, including:

●	Non-GAAP net loss which is defined as GAAP net loss plus stock-based compensation,<br>plus change in fair value of convertible note and warrant liabilities, plus one-time termination benefits, and
●	Adjusted EBITDA which is defined as non-GAAP net loss plus depreciation and<br>amortization expense, less interest expense and other, less interest income and other, plus provision for income tax expense.
---	---

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements within the meaning of the federal securities laws, including the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “continue,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “predict,” “plan,” “may,” “should,” “will,” “would,” “potential,” “seem,” “seek,” “outlook,” and similar expressions that predict or indicate future events or trends, or that are not statements of historical matters. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward looking statements included in this press release include statements about AEye’s business model, cost structure, and cash runway, as well as the strategic partnership with Continental and the ability to capitalize on the market opportunity and create value for shareholders, among others. These statements are based on various assumptions, whether or not identified in this press release. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability.

Actual events and circumstances are very difficult or impossible to predict and will differ from the assumptions. Many actual events and circumstances are beyond the control of AEye. Many factors could cause actual future events to differ from the forward-looking statements in this press release, including but not limited to: (i) the risks that AEye’s focus on automotive and commercialization with Continental may not result in the benefits anticipated, or even if it does, in the time frame anticipated; (ii) the risks that the reduced cost structure achieved during the first quarter of 2023 may not result in the benefits anticipated, or even if it does, in the time frame anticipated; (iii) the risks that the reduced cost structure alone, or in conjunction with unforeseen future events, may not extend AEye’s cash runway through the end of 2024 as planned; (iv) the risks that AEye’s automotive-first strategy, capital-light model, and strategic partnership with Continental may not result in the anticipated opportunity for AEye to effectively capitalize on the market opportunity ahead, and such market opportunity, if any, may not be of the size AEye expected, materialize in the time frame anticipated or create the anticipated value for our shareholders; (v) the risks that AEye may fail to strengthen its competitive position or deliver on its key objectives due to supply chain disruptions, economic uncertainties, or otherwise; (vi) the risks that AEye’s products will not meet the diverse range of performance and functional requirements of AEye’s target markets and customers; (vii) the risks that the size of the total available market for the use of lidar will be smaller than predicted or take longer to come to fruition than predicted; (viii) the risks that AEye may not continue to execute against its business plan to the extent anticipated, or at all; (ix) the risks that lidar adoption occurs slower than anticipated or fails to occur at all; (x) the risks that AEye is unable to adequately implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; and (xi) the risks of economic downturns and a changing regulatory landscape in the highly competitive and evolving industry in which AEye operates. These risks and uncertainties may be amplified by the lingering effects of the COVID-19 pandemic, which continues to cause significant economic uncertainty. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the periodic report that AEye has most recently filed with the U.S. Securities and Exchange Commission, or the SEC, and other documents filed by us or that will be filed by us from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.

Readers are cautioned not to put undue reliance on forward-looking statements; AEye assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. AEye gives no assurance that AEye will achieve any of its expectations.

Company Contacts:

Jennifer Deitsch

AEye, Inc.

jennifer@aeye.ai

925-400-4366

Margaret Boyce

Financial Profiles, Inc.

aeye@finprofiles.com

310-622-8247

John Brownell

Financial Profiles, Inc.

aeye@finprofiles.com

310-622-8249

AEYE, INC.<br> Consolidated Balance Sheets<br> (In thousands)<br> (Unaudited)
	March 31, 2023			December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	20,501		$	19,064
Marketable securities		53,592			75,135
Accounts receivable, net		123			617
Inventories, net		4,695			4,553
Prepaid and other current assets		3,527			6,181
Total current assets		82,438			105,550
Right-of-use assets		15,152			15,502
Property and equipment, net		7,902			7,665
Restricted cash		2,150			2,150
Other noncurrent assets		2,438			2,473
Total assets	$	110,080		$	133,340
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	2,209		$	3,218
Accrued expenses and other current liabilities		9,646			9,764
Contract liabilities		476			987
Convertible notes		5,384			8,594
Total current liabilities		17,715			22,563
Operating lease liabilities, noncurrent		16,287			16,681
Other noncurrent liabilities		112			126
Total liabilities		34,114			39,370
Stockholders’ Equity:
Preferred stock		—			—
Common stock		17			16
Additional paid-in capital		353,533			345,742
Accumulated other comprehensive loss		(810	)		(1,279	)
Accumulated deficit		(276,774	)		(250,509	)
Total stockholders’ equity		75,966			93,970
Total liabilities and stockholders’ equity	$	110,080		$	133,340
AEYE, INC.<br> Consolidated Statements of Operations<br> (In thousands, except share and per share data)<br> (Unaudited)
---	---	---	---	---	---	---
	Three months ended March 31,
	2023			2022
Revenue:
Prototype sales	$	125		$	335
Development contracts		511			747
Total revenue		636			1,082
Cost of revenue		2,261			1,482
Gross loss		(1,625	)		(400	)
Operating Expenses:
Research and development		9,442			8,576
Sales and marketing		6,268			4,616
General and administrative		8,554			11,330
Total operating expenses		24,264			24,522
Loss from operations		(25,889	)		(24,922	)
Other income (expense):
Change in fair value of convertible note and warrant liabilities		(810	)		(32	)
Interest income and other		277			424
Interest expense and other		176			(343	)
Total other income (expense), net		(357	)		49
Provision for income tax expense		19			8
Net loss	$	(26,265	)	$	(24,881	)
Per Share Data
Net loss per common share (basic and diluted)	$	(0.16	)	$	(0.16	)
Weighted average common shares outstanding (basic and diluted)		165,865,864			155,515,093
AEYE, INC.<br> Consolidated Statements of Cash Flows<br> (In thousands)<br> (Unaudited)
---	---	---	---	---	---	---
	Three months ended March 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(26,265	)	$	(24,881	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		330			208
Gain on sale of property and equipment		(53	)		—
Noncash lease expense relating to operating lease right-of-use assets		350			317
Inventory write-downs, net of scrapped inventory		208			267
Change in fair value of convertible note and warrant liabilities		810			32
Stock-based compensation		6,513			5,340
Amortization of premiums and accretion of discounts on marketable securities, net of change in accrued interest		33			594
Changes in operating assets and liabilities:
Accounts receivable, net		494			3,930
Inventories, current and noncurrent, net		(386	)		(436	)
Prepaid and other current assets		2,722			510
Other noncurrent assets		71			400
Accounts payable		(985	)		(567	)
Accrued expenses and other current liabilities		(134	)		(645	)
Operating lease liabilities		(392	)		(325	)
Contract liabilities		(511	)		(767	)
Net cash used in operating activities		(17,195	)		(16,023	)
Cash flows from investing activities:
Purchase of property and equipment		(599	)		(774	)
Proceeds from sale of property and equipment		76			—
Proceeds from redemptions and maturities of marketable securities		22,000			15,500
Net cash provided by investing activities		21,477			14,726
Cash flows from financing activities:
Proceeds from exercise of stock options		323			222
Taxes paid related to the net share settlement of equity awards		(868	)		(1,931	)
Payments for convertible note redemptions		(2,300	)		—
Net cash used in financing activities		(2,845	)		(1,709	)
Net increase (decrease) in cash, cash equivalents and restricted cash		1,437			(3,006	)
Cash, cash equivalents and restricted cash at beginning of period		21,214			16,333
Cash, cash equivalents and restricted cash at end of period	$	22,651		$	13,327
AEYE, INC. Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except share and per share data) (Unaudited)
---	---	---	---	---	---	---
	Three months ended March 31,
	2023			2022
GAAP net loss	$	(26,265	)	$	(24,881	)
Non-GAAP adjustments:
Stock-based compensation		6,513			5,340
Change in fair value of convertible note and warrant liabilities		810			32
One-time termination benefits		1,253			—
Non-GAAP net loss	$	(17,689	)	$	(19,509	)
Depreciation and amortization expense		330			208
Interest income and other		(277	)		(424	)
Interest expense and other		(176	)		343
Provision for income tax expense		19			8
Adjusted EBITDA	$	(17,793	)	$	(19,374	)
GAAP net loss per share attributable to common stockholders:
Basic and diluted	$	(0.16	)	$	(0.16	)
Non-GAAP net loss per share attributable to common stockholders:
Basic and diluted	$	(0.11	)	$	(0.13	)
Shares used in computing GAAP net loss per share attributable to common stockholders:
Basic and diluted		165,865,864			155,515,093
Shares used in computing Non-GAAP net loss per share attributable to common stockholders:
Basic and diluted		165,865,864			155,515,093