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8-K

AEye, Inc. (LIDR)

8-K 2023-03-15 For: 2023-03-13
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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): March13, 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
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(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:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       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 x

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. o

Item 2.02 Results of Operations and Financial Condition.

On March 15, 2022, AEye, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2022. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

Resignation of Robert A. Brown

On March 13, 2023, Robert A. Brown, our Chief Financial Officer, Treasurer, and principal financial officer, notified us of his intent to resign from his employment with the Company, effective March 31, 2023, to accept a position at an employer in an industry unrelated to the Company’s business. Mr. Brown’s resignation did not result from any disagreement with the Company concerning any matter relating to the Company’s operations, policies, or practices.

Appointment of Conor B. Tierney

On March 14, 2023, the Company’s Board of Directors appointed Conor B. Tierney, age 45, as the Company’s interim Chief Financial Officer, Treasurer, and principal financial officer, effective March 31, 2023.

Mr. Tierney joined the Company as our Chief Accounting Officer in January 2022. Mr. Tierney has over 20 years of financial experience. Prior to joining us, Mr. Tierney served as the Head of Finance at Wing Aviation LLC, Alphabet Inc.’s drone delivery service from 2018 to 2021. Mr. Tierney also served in various positions at Glu Mobile Inc. (NASDAQ: GLUU), a free-to-play mobile gaming company, from 2009 to 2018, including as its Corporate Controller. Prior to Glu, Mr. Tierney served at Deloitte & Touche LLP in their Transactions Services Team from 2008 to 2009. During his career, Mr. Tierney also served as an auditor at Price Waterhouse LLP, where he focused primarily on semiconductor clients and initial public offerings from 2005 to 2007. He holds B.S. in Accounting from University College Cork, is an Irish Chartered Accountant, and is a Certified Public Accountant.

In conjunction with naming Mr. Tierney as the Company’s interim Chief Financial Officer, Treasurer, and principal financial officer, effective March 31, 2023, Mr. Tierney’s annual salary was increased to $330,000, his annual bonus target was set at 65% of base salary, and he was awarded 1,000,000 restricted stock units pursuant to the Company’s 2021 Equity Incentive Plan, which will vest quarterly over three years commencing on May 15, 2023.

There is no arrangement or understanding between Mr. Tierney and any other person pursuant to which Mr. Tierney was to be selected as an officer of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Tierney and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Tierney is not a party to any transactions that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
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Exhibit Number Description
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99.1 Press release dated March 15, 2023.
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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURES

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

AEye, Inc.
Dated: March 15, 2023
By: /s/ Andrew S. Hughes
Andrew S. Hughes
Senior Vice President, General Counsel & Corporate Secretary

AEYE REPORTSFOURTH QUARTER AND FULL YEAR 2022 RESULTS

Dublin, Calif. – March 15, 2023 — AEye, Inc. (Nasdaq: LIDR), a global leader in adaptive, high performance lidar solutions, today announced its results for the fourth quarter and full year ended December 31, 2022.

“In 2022, we made great strides in strengthening our platform and product portfolio to drive long-term growth,” said Matthew Fisch, Chief Executive Officer of AEye. “We are in the process of developing a strategic plan and timeline that builds on these significant achievements made to date. We will align our game-changing 4Sight™ platform with the best opportunities, and sequence them appropriately so that the entire organization is focused on a set of achievable objectives that will define success for AEye and its investors.”

Q4 2022 Financials

Revenue of $1.1 million in the fourth quarter of 2022.
GAAP net loss was $(23.7) million in the fourth quarter of<br>2022, or $(0.15) per share based on 161.2 million weighted average common shares outstanding.
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Non-GAAP net loss was $(17.5) million in the fourth quarter<br>of 2022, or $(0.11) per share based on 161.2 million weighted average common shares outstanding.
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Cash, cash equivalents, and marketable securities were $94.2<br>million as of December 31, 2022.
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Full Year 2022 Financials

Revenue of $3.6 million in the year ended December 31, 2022.
GAAP net loss was $(98.7) million in the year ended December<br>31, 2022, or $(0.63) per share based on 157.4 million weighted average common shares outstanding.
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Non-GAAP net loss was $(73.8) million in the year ended December<br>31, 2022, or $(0.47) per share based on 157.4 million weighted average common shares outstanding.
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Chief Financial Officer Transition

The company also announced today that Robert Brown, Chief Financial Officer and Treasurer of AEye, Inc., has indicated his intention to resign effective March 31, 2023 to pursue an opportunity outside of the lidar industry. Conor Tierney, the company’s current Chief Accounting Officer, will be named as the interim Chief Financial Officer and Treasurer effective March 31, 2023. Mr. Tierney is a Certified Public Accountant and joined AEye from Alphabet Inc. in January 2022.

Conference Calland Webcast Details


AEye management will hold a conference call today, March 15, 2023, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss these results. AEye CEO Matthew Fisch and CFO Robert Brown 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/.

The information will be available via:

· Conference call: https://aeye.pub/41XWp9L
· Webcast: https://aeye.pub/3JpZzfm
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About AEye

AEye’s unique software-defined lidar solution enables advanced driver-assistance, vehicle autonomy, smart infrastructure, logistics and off-highway 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, Japan, 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 presentation includes non-GAAP financial measures, including:

Non-GAAP net loss which is defined as GAAP net loss plus<br>stock-based compensation, plus expenses related to registrations on Form S-1/S-3, plus common stock purchase agreement costs, plus change<br>in fair value of convertible note, embedded derivative and warrant liabilities, plus convertible note issuance costs, less the gain on<br>PPP loan forgiveness; and
Adjusted EBITDA which is defined as non-GAAP net loss plus<br>amortization and depreciation expense, plus interest expense and other, less interest income and other, plus provision for income tax<br>expense.
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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 platform and product portfolio, the Company’s strategic plan, and the Company’s expected future growth, 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 great strides in strengthening its platform and product portfolio in 2022 may not drive the long-term growth anticipated, or in the time frame anticipated, or at all; (ii) the risks that AEye’s strategic plan and timeline may not result in the benefits anticipated, or in the time frame anticipated; (iii) the risks that the best opportunities may not be available to AEye to capitalize upon as anticipated, or in the time frame anticipated; (iv) the risks that AEye may be unable to focus as anticipated on a set of achievable objectives, nor that such objectives, if achieved, will define success as anticipated, or at all, for AEye and its investors; (v) the risks that the appointment of Conor Tierney as interim Chief Financial Officer may not result in a seamless transition and cause unanticipated disruption among AEye, its employees, its customers, its vendors, and its other stakeholders; (vi) the risks that the traction gained by AEye to date may not translate into future growth, revenue, or profitability to the extent anticipated or in the time frame contemplated, or at all; (vii) the risks that AEye will be unable to strengthen its competitive position or deliver on its key objectives in 2023 due to supply chain disruptions, economic uncertainties, or otherwise; (viii) the risks that competing technologies will improve over time to become operationally equivalent or more cost-effective, or both, as compared to AEye’s product offering; (ix) the risks that competitors may introduce products with similar capabilities to AEye’s products and such competitive products are able to take some or all of the market share away from AEye; (x) the risks that AEye’s products will not meet the diverse range of performance and functional requirements of AEye’s target markets and customers; (xi) the risks that AEye’s products will not function as anticipated by AEye or by AEye’s target markets and customers; (xii) 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; (xiii) the risk that laws and regulations are adopted impacting the use of lidar that AEye is unable to comply with, in whole or in part; (xiv) changes in competitive and regulated industries in which AEye operates, variations in operating performance across competitors, and changes in laws and regulations affecting AEye’s business; (xv) the risks that AEye may not continue to execute against its business plan to the extent anticipated, or at all; (xvi) the risks that AEye may be unable to deliver on the promise of SAE Level 4 autonomous driving, hub-to-hub autonomous trucking, or highway autopilot, to the extent anticipated, or at all; (xvii) the risks that lidar adoption occurs slower than anticipated or fails to occur at all; (xviii) the risks that AEye’s products will not function as anticipated by AEye, or by target markets and customers; (xix) the risks that AEye may not be in a position to adequately or timely address either the near or long-term opportunities that may or may not exist in the evolving autonomous transportation industry; (xx) the risks associated with changes in competitive and regulated industries in which AEye operates, variations in operating performance across competitors, and changes in laws and regulations affecting AEye’s business; (xxi) the risks that AEye is unable to adequately implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; and (xxii) 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.

AEYE, INC.<br> Consolidated Balance Sheets<br> (In thousands)<br> (Unaudited)
As of December 31,
2022 2021
ASSETS
Current Assets:
Cash and cash equivalents $ 19,064 $ 14,183
Marketable securities 75,135 149,824
Accounts receivable, net 617 4,222
Inventories, net 4,553 4,085
Prepaid and other current assets 6,181 5,051
Total current assets 105,550 177,365
Right-of-use assets 15,502
Property and equipment, net 7,665 5,129
Restricted cash 2,150 2,150
Other noncurrent assets 2,473 1,509
Total assets $ 133,340 $ 186,153
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable $ 3,218 $ 2,542
Accrued expenses and other current liabilities 9,764 8,739
Contract liabilities 987 2,287
Convertible notes 8,594
Total current liabilities 22,563 13,568
Operating lease liabilities, noncurrent 16,681
Deferred rent, noncurrent 3,032
Other noncurrent liabilities 126 786
Total liabilities 39,370 17,386
Stockholders' Equity:
Preferred stock
Common stock 16 16
Additional paid-in capital 345,742 320,937
Accumulated other comprehensive loss (1,279 ) (391 )
Accumulated deficit (250,509 ) (151,795 )
Total stockholders’ equity 93,970 168,767
Total liabilities and stockholders’ equity $ 133,340 $ 186,153
AEYE, INC.<br> Consolidated Statements of Operations<br><br> (In thousands, except share and per share data)<br> (Unaudited)
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Three<br> months ended December 31, Year ended<br> December 31,
2022 2021 2022 2021
Revenue:
Prototype sales $ 561 $ 416 $ 1,743 $ 1,004
Development contracts 531 1,388 1,904 2,003
Total revenue 1,092 1,804 3,647 3,007
Cost of revenue 3,115 2,100 8,732 3,637
Gross loss (2,023 ) (296 ) (5,085 ) (630 )
Operating Expenses:
Research and development 9,335 7,513 37,644 26,543
Sales and marketing 4,912 4,059 19,317 10,548
General and administrative 7,709 11,668 36,762 25,514
Total operating expenses 21,956 23,240 93,723 62,605
Loss from operations (23,979 ) (23,536 ) (98,808 ) (63,235 )
Other income (expense):
Change in fair value of convertible note, embedded<br> derivative liability, and warrant liabilities (139 ) 1 (14 ) 223
Gain on PPP loan forgiveness 2,297
Interest income and other 436 487 1,545 561
Interest expense and other (41 ) (1,986 ) (1,379 ) (4,857 )
Total other income (expense), net 256 (1,498 ) 152 (1,776 )
Provision for income tax expense 19 58
Net loss $ (23,742 ) $ (25,034 ) $ (98,714 ) $ (65,011 )
Per Share Data
Net loss per common share (basic and diluted) $ (0.15 ) $ (0.16 ) $ (0.63 ) $ (0.60 )
Weighted average common shares outstanding (basic and diluted) 161,205,764 154,616,998 157,368,707 109,055,894
AEYE, INC.<br> Consolidated Statements of Cash Flows<br> (In<br> thousands)<br> (Unaudited)
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Year ended<br> December 31,
2022 2021
Cash flows from operating activities:
Net loss $ (98,714 ) $ (65,011 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 1,422 1,014
Noncash lease expense relating to operating lease right-of-use<br> assets 1,338
Noncash common stock purchase agreement costs 1,583
Inventory write-downs, net of scrapped inventory 675 1,203
Change in fair value of convertible note, embedded<br> derivative liability, and warrant liabilities 14 (223 )
Noncash gain on PPP loan forgiveness (2,297 )
Stock-based compensation 23,959 10,018
Convertible note issuance costs 474
Amortization of debt issuance costs 725
Amortization of debt discount 752
Realized loss on redemption of marketable securities 77
Amortization of premiums on marketable securities,<br> net of change in accrued interest 1,086 310
Other 287
Changes in operating assets and liabilities:
Accounts receivable, net 3,605 (4,066 )
Inventories, current and noncurrent, net (2,634 ) (2,633 )
Prepaid and other current assets (1,130 ) (3,655 )
Other noncurrent assets 527 (1,483 )
Accounts payable 839 557
Accrued expenses and other current liabilities 85 5,496
Operating lease liabilities (1,341 )
Deferred rent (538 )
Contract liabilities (1,931 ) 2,258
Net cash used in operating activities (71,649 ) (55,703 )
Cash flows from investing activities:
Purchase of property and equipment (4,200 ) (1,021 )
Proceeds from redemptions and maturities of marketable<br> securities 96,592
Purchase of available-for-sale<br> securities (23,929 ) (150,525 )
Net cash provided by (used in)<br> investing activities 68,463 (151,546 )
Cash flows from financing activities:
Proceeds from exercise of stock options 1,174 150
Proceeds from Business Combination and PIPE financing 256,811
Transaction costs related to Business Combination and<br> PIPE financing (52,372 )
Proceeds from the issuance of convertible notes 9,850 8,045
Payments for convertible note redemptions (874 )
Proceeds from bank loan 10,000
Principal payments on bank loans (13,333 )
Payment of 2022 convertible note issuance costs (324 )
Payment of debt issuance costs (717 )
Taxes paid related to the net share settlement of equity<br> awards (4,621 )
Repurchase of stock options (1,500 )
Proceeds from issuance of common stock under the Common<br> Stock Purchase Agreement 2,891
Payment of transaction costs related<br> to the Common Stock Purchase Agreement (29 )
Net cash provided by financing<br> activities 8,067 207,084
Net increase in cash, cash equivalents and restricted<br> cash 4,881 (165 )
Cash, cash equivalents and restricted cash at beginning<br> of period 16,333 16,498
Cash, cash equivalents and restricted<br> cash at end of period $ 21,214 $ 16,333
AEYE, INC. <br> Reconciliation of GAAP to Non-GAAP Financial Measures<br> (In thousands, except share and per share data)<br> (Unaudited)
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Three months ended December 31, Year ended December 31,
2022 2021 2022 2021
GAAP net loss $ (23,742 ) $ (25,034 ) $ (98,714 ) $ (65,011 )
Non-GAAP adjustments:
Stock-based compensation 5,956 3,496 23,959 10,018
Expenses related to registration statement on Form S-1s/S-3s 68 372 2,198
Common stock purchase agreement transaction costs 1,583 29 1,583
Change in fair value of convertible note, embedded derivative liability, and warrant liabilities 139 (1 ) 14 (223 )
2022 convertible note issuance costs 93 530
Gain on PPP loan forgiveness (2,297 )
Non-GAAP net loss $ (17,486 ) $ (19,956 ) $ (73,810 ) $ (53,732 )
Depreciation and amortization expense 628 245 1,422 1,014
Interest income and other (436 ) (487 ) (1,545 ) (561 )
Interest expense and other (52 ) 403 876 3,274
Provision for income tax expense 19 58
Adjusted EBITDA $ (17,327 ) $ (19,795 ) $ (72,999 ) $ (50,005 )
GAAP net loss per share attributable to common stockholders:
Basic and diluted $ (0.15 ) $ (0.16 ) $ (0.63 ) $ (0.60 )
Non-GAAP net loss per share attributable to common stockholders:
Basic and diluted $ (0.11 ) $ (0.13 ) $ (0.47 ) $ (0.49 )
Shares used in computing GAAP net loss per share attributable to common stockholders:
Basic and diluted 161,205,764 154,616,998 157,368,707 109,055,894
Shares used in computing Non-GAAP net loss per share attributable to common stockholders:
Basic and diluted 161,205,764 154,616,998 157,368,707 109,055,894

Contacts

Media:

Jennifer Deitsch

AEye, Inc.

jennifer@aeye.ai

925-400-4366

Andie Davis

Landis Communications Inc.

AEye@landispr.com

415-717-9133

Investors:

John Brownell

310-622-8249

Financial Profiles, Inc.

Aeye@finprofiles.com