Valens Semiconductor Ltd 6-K, filed Nov 12, 2025
Valens Semiconductor Ltd. (VLN)
About this 6-K
Valens Semiconductor Ltd filed this 6-K on November 12, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November
Commission File Number:
(Exact name of registrant as specified in its charter)
8 Hanagar St. POB 7152
Hod Hasharon 4501309
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Exhibit 99.1 to this report, furnished on Form 6-K, is incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. 333-260390) and Form S-8 (File Nos. 333-259849, 333-269250 and 333-276520).
1
TABLE OF CONTENTS
| ITEM | ||
| 99.1 | Condensed Consolidated Financial Statements (Unaudited) as of and for the nine months ended September 30, 2025 | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
2
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, thereunto duly authorized.
| VALENS SEMICONDUCTOR LTD. | |||
| By: | /s/ Gideon Ben-Zvi | ||
| Name: | Gideon Ben-Zvi | ||
| Title: | Chief Executive Officer | ||
Date: November 12, 2025
3
Exhibit 99.1
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2025
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
AS OF SEPTEMBER 30, 2025
CONTENTS
| Page | ||
| CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)- IN U.S. DOLLARS ($): | ||
| Balance sheets | 1-2 | |
| Statements of operations and comprehensive loss | 3 | |
| Statements of changes in shareholder’s equity | 4 | |
| Statements of cash flows | 5-6 | |
| Notes to consolidated financial statements | 7-23 |
i
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEET (Unaudited)
(U.S. dollars in thousands, except for number of shares and par value)
| September 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | ||||||||
| Short-term deposits | ||||||||
| Restricted short-term deposit | ||||||||
| Trade accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Inventories | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| LONG-TERM ASSETS: | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intangible assets | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| TOTAL LONG-TERM ASSETS | ||||||||
| TOTAL ASSETS | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements
1
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEET (Unaudited) (continued)
(U.S. dollars in thousands, except for number of shares and par value)
| September 30, 2025 | December 31, 2024 | |||||||
| Liabilities and Shareholders’ Equity | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade accounts payable | ||||||||
| Accrued compensation | ||||||||
| Current maturities of operating leases liabilities | ||||||||
| Forfeiture shares, par value: | ||||||||
| Earnout liability | ||||||||
| Other current liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES: | ||||||||
| Non-current operating leases liabilities | ||||||||
| Earnout liability | ||||||||
| Other long-term liabilities | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENT LIABILITIES (note 5) | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary Shares, par value: | ||||||||
| Treasury shares at cost: | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements
2
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
(U.S. dollars in thousands, except share and per share amounts)
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| REVENUES | ||||||||||||||||
| COST OF REVENUES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in earnout liability | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL OPERATING EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of Forfeiture Shares | ||||||||||||||||
| Financial income, net | ||||||||||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS AFTER INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Equity in earnings of an investee | ||||||||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted net loss per Ordinary Share | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted average number of shares and vested RSUs used in computing net loss per Ordinary Share | ||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Change in unrealized gain (loss) on cash flow hedges | ( | ) | ||||||||||||||
| TOTAL COMPREHENSIVE LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements
3
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
(U.S. dollars in thousands, except share data)
| Nine months ended September 30, 2025 | ||||||||||||||||||||||||||||
| Ordinary Shares | Additional paid- | Treasury | Accumulated other comprehensive | Accumulated | ||||||||||||||||||||||||
| Shares | Amount | in capital | Shares | Income | Deficit | Total | ||||||||||||||||||||||
| Balance as of January 1, 2025 | | (**) | ( | ) | ( | ) | ||||||||||||||||||||||
| Exercise of options and vesting of RSUs | - | |||||||||||||||||||||||||||
| Repurchase of Ordinary Shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Stock based compensation | - | - | s | |||||||||||||||||||||||||
| Change in unrealized gains on cash flow hedges | - | - | ||||||||||||||||||||||||||
| Net loss for the period | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||
| Balance as of September 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Nine months ended September 30, 2024 | ||||||||||||||||||||||||||||
| Ordinary Shares | Additional paid- | Treasury | Accumulated other comprehensive | Accumulated | ||||||||||||||||||||||||
| Shares | Amount | in capital | Shares | income | Deficit | Total | ||||||||||||||||||||||
| Balance as of January 1, 2024 | | (*) | ( | ) | ||||||||||||||||||||||||
| Exercise of options and vesting of RSUs | - | |||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of September 30, 2024 | | (**) | ( | ) | ||||||||||||||||||||||||
| Three months ended September 30, 2025 | ||||||||||||||||||||||||||||
| Ordinary Shares | Additional paid- | Treasury | Accumulated other comprehensive | Accumulated | ||||||||||||||||||||||||
| Shares | Amount | in capital | Shares | income | Deficit | Total | ||||||||||||||||||||||
| Balance as of July 1, 2025 | | (**) | ( | ) | ( | ) | ||||||||||||||||||||||
| Exercise of options and vesting of RSUs | - | |||||||||||||||||||||||||||
| Repurchase of Ordinary Shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||
| Change in unrealized losses on cash flow hedges | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of September 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Three months ended September 30, 2024 | ||||||||||||||||||||||||||||
| Ordinary Shares | Additional paid- | Treasury | Accumulated other comprehensive | Accumulated | ||||||||||||||||||||||||
| Shares | Amount | in capital | Shares | income | Deficit | Total | ||||||||||||||||||||||
| Balance as of July 1, 2024 | | (*) | ( | ) | ||||||||||||||||||||||||
| Exercise of options and vesting of RSUs | - | |||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of September 30, 2024 | | (**) | ( | ) | ||||||||||||||||||||||||
| (*) |
| (**) |
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements
4
VALENS SEMICONDUCTOR LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(U.S. dollars in thousands)
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
| Net loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||||||
| Income and expense items not involving cash flows: | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Exchange rate differences | ||||||||||||||||
| Realized and unrealized losses on non-designated derivative instruments | ||||||||||||||||
| Interest on short-term deposits | ( | ) | ||||||||||||||
| Change in fair value of Forfeiture Shares | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in earnout liability | ||||||||||||||||
| Reduction in the carrying amount of ROU assets | ||||||||||||||||
| Equity in earnings of investee, net of dividend received | ( | ) | ( | ) | ||||||||||||
| Changes in operating assets and liabilities, net of effects of businesses acquired: | ||||||||||||||||
| Trade accounts receivable | ( | ) | ( | ) | ||||||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||||||||||
| Inventories | ( | ) | ||||||||||||||
| Other assets | ( | ) | ( | ) | ||||||||||||
| Trade accounts payable | ( | ) | ( | ) | ( | ) | ||||||||||
| Accrued compensation | ( | ) | ( | ) | ||||||||||||
| Other current liabilities | ||||||||||||||||
| Change in operating lease liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other long-term liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
| Investment in short-term deposits | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Maturities of short-term deposits | ||||||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Derivative instruments of non-designated hedges | ( | ) | ( | ) | ||||||||||||
| Cash paid for business combination, net of cash acquired (note 3) | ( | ) | ||||||||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||
| Repurchase of Ordinary Shares | ( | ) | ( | ) | ||||||||||||
| Exercise of stock options | ||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ( | ) | ||||||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ( | ) | ( | ) | ||||||||||||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | ||||||||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED DEPOSIT AT THE END OF THE PERIOD | ||||||||||||||||
| SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION - | ||||||||||||||||
| Cash paid for taxes | ||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements
5
VALENS SEMICONDUCTOR LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)
(U.S. dollars in thousands)
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||||||
| Cash and cash equivalent | ||||||||||||||||
| Restricted deposit | ||||||||||||||||
| Total cash, cash equivalent and restricted deposit | ||||||||||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||||||
| Trade accounts payable on account on property and equipment | ||||||||||||||||
| Fair value of earnout liability assumed in business combination | ||||||||||||||||
| Operating lease liabilities arising from obtaining operating right-of-use assets | ||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements
6
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - GENERAL:
| a. | Valens Semiconductor Ltd. (hereafter “Valens”, and together with its wholly owned subsidiaries, the “Company”), was incorporated in Israel in 2006. |
As of September 30, 2021, the Company began trading on the New York Stock Exchange under the Symbol “VLN”.
Valens is a leading provider of semiconductor products (chips), operates in the CIB and Automotive industries, renowned for its Physical Layer (PHY) technology, enabling resilient high-speed connectivity over simple, low-cost infrastructure. Valens is the inventor of the HDBaseT Technology, which enables the converged delivery of ultra-high-definition digital video and audio, Ethernet, control signals, USB and power through a single cable. In the CIB space, Valens’ HDBaseT technology enables plug-and-play digital connectivity between ultra-HD video sources and remote displays. In the automotive domain, Valens’ product offering includes both symmetric and asymmetric connectivity technology for high bandwidth transmission of native interfaces over a single low-cost wires and connectors. Valens’ advanced PHY technology for the auto industry provides the safety and resilience required to handle the noisy automotive environment, addressing the needs of Advanced driver-assistance systems (ADAS), Automotive Data Solutions (ADS), infotainment, telematics and backbone connectivity.
| b. | On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which the Israel Defense Forces have responded. In addition, both Hezbollah and the Houthi movement have attacked military and civilian targets in Israel, to which Israel has responded, including through increased air and ground operations in Lebanon. In addition, the Houthi movement has attacked international shipping lanes in the Red Sea, to which both Israel and the United States have responded. Further, on April 13, 2024 and October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel has responded. Most recently, on June 13, 2025, Israel launched a preemptive attack on Iran, to which Iran responded with ballistic missile and drone attacks. On June 23, 2025, Israel and Iran agreed to a ceasefire, although there is no assurance that the ceasefire will continue. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. How long and how severe the current conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region become is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict. To date, our operations have not been materially affected. We expect that the current conflict in the Gaza Strip, Lebanon, Iran and the broader region, as well as the security escalation in Israel, will not have a material impact on our business results in the short term. However, since these are events beyond our control, their continuation or cessation may affect our expectations. We continue to monitor political and military developments closely and examine the consequences for our operations and assets. |
| c. | The Company has assessed the potential impact of the United States tax reform legislation enacted through the One Big Beautiful Bill Act (“OBBBA”) in the third quarter of 2025, the period of enactment, as well as recent tariff measures introduced by the U.S. government (the “Trump Tariffs”). Following its evaluation, management determined that these legislative and trade actions did not have a material effect on the Company’s condensed consolidated financial statements. Accordingly, no adjustments to income tax expense or deferred tax assets and liabilities were recorded for the three and nine months ended September 30, 2025. The Company will continue to monitor changes in U.S. tax laws and trade policy for any potential future impact. |
7
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
| a. | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, the information contained herein reflects all adjustments necessary for a fair statement of our results of operations, financial position, cash flows, and shareholders’ equity. All such adjustments are of a normal, recurring nature.
The results of operations for the nine and three months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements that were included in Form 20-F for the year ended December 31, 2024.
The carrying value of cash and cash equivalents, accounts receivable, deposits and accounts payable (included in the condensed consolidated balance sheets) approximates their fair value because of their generally short maturities.
There have been no material changes in our significant accounting policies as described in our consolidated financial statements for the year ended December 31, 2024.
| b. | New Accounting Pronouncements |
Accounting pronouncements effective in future periods:
In December 2024, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU is effective for the Company for annual periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statements. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expense and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, general and administrative, and research and development). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements and disclosures.
8
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 3 - BUSINESS COMBINATION:
On
May 31, 2024 (The “Closing date”), the Company closed a purchase transaction with the shareholders of Acroname Inc. (“Acroname”),
a US company specializing in advanced automation and control technologies, to acquire
The following table summarizes the fair value of the consideration transferred to Acroname shareholders:
| U.S. dollars in thousands | ||||
| Cash payment | ||||
| Fair value of earnout liability (*) | ||||
| Total consideration | ||||
| (*) |
The
results of operations of Acroname have been included in the consolidated financial statements since the Closing date. The amounts of revenues
related to Acroname that are included in the Company’s condensed consolidated interim statements of operations and comprehensive
loss during the nine and three months ended September 30, 2025, are $
9
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 3 - BUSINESS COMBINATION (continued):
The following table summarizes the final purchase price allocation to the fair value of the assets acquired and liabilities assumed:
| Allocation of | ||||
| Purchase | ||||
| Price | ||||
| U.S. dollars in thousands | ||||
| Cash and cash equivalents | ||||
| Accounts Receivables | ||||
| Inventory (1) | ||||
| Other current assets | ||||
| Property and equipment | ||||
| Operating lease right-of-use assets | ||||
| Core Technology (2) | ||||
| Customer relationships (3) | ||||
| Goodwill (4) | ||||
| Total assets acquired | ||||
| Operating leases liabilities | ( | ) | ||
| Other liabilities | ( | ) | ||
| Total liabilities assumed | ( | ) | ||
| Net assets acquired | ||||
| (1) |
| (2) |
| (3) |
| (4) |
10
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 4 - INVENTORIES:
| September 30, 2025 | December 31, 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Work in process | ||||||||
| Finished goods | ||||||||
Inventories write-downs amounted to
$
Inventories write-downs are recorded in cost of revenues.
NOTE 5 - COMMITMENTS AND CONTINGENT LIABILITIES:
| a. | Noncancelable Purchase Obligations |
The Company depends upon third party
subcontractors for manufacturing of wafers, packaging and final tests. As of September 30, 2025, and December 31, 2024, the total value
of open purchase orders acknowledged by such manufacturing contractors was approximately $
The Company has noncancelable purchase
agreements for certain IP embedded in the Company’s products as well as certain agreement for the license of development tools used by
the development team. As of September 30, 2025, and December 31, 2024, the total value of non-paid amounts related to such agreements
totaled to $
| b. | Legal proceedings |
As of September 30, 2025 and December 31, 2024, the Company is not a party to, or subject to the provisions of any order, writ, injunction, judgment or decree of any court or governmental agency or instrumentality. There is no material action, suit, proceeding or investigation by the Company currently pending or that the Company intends to initiate.
On March 26, 2024, the Company received a complaint from a customer regarding allegedly damaged chips due to a certain batch production incident that customer embedded in its product. The Company identified and remedied the production process.
On September 10, 2024, the customer
sent a cost claim letter in the amount of
In 2024, the Company recorded a relevant provision in its financial statements, within its other current liabilities. Relevant expenses were recorded in the general and administrative expenses.
In June 2025, following the ongoing
discussions with the customer and updated indications, the Company decreased the provision in its financial statements by $
In October, the insurance company
provided a draft release and discharge agreement to be signed by the Company, the customer, and the insurer. Subject to the final execution
of such agreement by all parties, the insurance company will pay the customer $
Based on the progress achieved to date and the insurance company’s
written confirmation of its intent to settle, management determined that the realization of the reimbursement from the insurer is probable
and the amount is reasonably estimable. Accordingly, the Company recognized in Q3 2025 an insurance recovery asset of $
11
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 6 - OTHER CURRENT LIABILITIES:
| September 30, 2025 | December 31, 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Accrued vacation | ||||||||
| Taxes payable | ||||||||
| Estimated accrual for a certain batch production incident | ||||||||
| Derivative liabilities | ||||||||
| Accrued expenses | ||||||||
| Other | ||||||||
NOTE 7 - FORFEITURE SHARES:
| a. | On March 29, 2021 (the “Closing Date”, please
refer to note 1a of the financial statements as of December 31, 2024), |
The Company performed a Monte-Carlo simulation to calculate the fair value of such shares.
On September
30, 2024,
On September
30, 2025,
As of September 30, 2025, there are no remaining Forfeiture Shares.
The fair value of the Forfeiture Shares was computed using the following key assumptions:
| December 31, 2024 | ||||
| Stock price | ||||
| Expected term (years) | ||||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| b. |
| Nine months ended September 30, 2025 | Year ended December 31, 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Balance at beginning of period | ||||||||
| Changes in fair value | ( | ) | ( | ) | ||||
| Balance at end of the period | ||||||||
12
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 8 - EARNOUT LIABILITY
With respect to the Acroname’s acquisition
(See also note 3), the Company shall be obligated to pay Acroname’s former shareholders earn out payments of up to $
The Company recorded earn out liability
in connection with these payments at fair value on the acquisition date. The Company performed a Monte-Carlo simulation to calculate the
fair value of earnout liability. The fair value of the earnout liability was computed using the following key assumptions: discount rate
of
Each reporting period thereafter, the Company revalues the earn-out liability and records the changes in their fair value in the consolidated statements of operations and comprehensive loss.
Changes in the fair value of earnout liability can result from adjustments to the discount rates, revenues, profitability targets and achievement of mutual development project. This fair value measurement represents Level 3 measurements, as they are based on significant inputs not observable in the market. Significant judgment is required in determining the assumptions utilized as of the acquisition date and for each subsequent period. Accordingly, changes in the assumptions described above could have a material impact on the Company’s consolidated results of operations and comprehensive loss.
The fair value of the earnout liability was computed using the following key assumptions:
| September 30, 2025 | December 31, 2024 | |||||||
| Discount rate | ||||||||
| Expected term (years) | ||||||||
| Expected volatility | ||||||||
| Risk-free interest rate | ||||||||
The following table summarizes the activity for the earnout liability, where fair value measurement is estimated utilizing Level 3 inputs:
| Nine months ended September 30, 2025 | Year ended December 31, 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Fair value at the beginning of the period | ( | ) | ||||||
| Initial recognition of earnout liability | ( | ) | ||||||
| Change in fair value of earnout liability | ( | ) | ( | ) | ||||
| Fair value at the end of the period | ( | ) | ( | ) | ||||
13
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 9 - DERIVATIVES AND HEDGING:
Derivatives
Generally accepted accounting principles require all derivatives, whether designated in a hedging relationship or not, to be recorded on the balance sheet at fair value. These derivative instruments are measured at fair value within Level 2 of the fair value hierarchy. The Company’s earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. The Company’s foreign currency risk management strategy is principally designed to mitigate the future potential financial impact of changes in the U.S. Dollar value of anticipated transactions and balances denominated in ILS resulting from changes in USD/ILS exchange rates. The Company entered into derivative transactions, specifically foreign currency forward contracts, to manage its exposure to foreign currency exchange risk to reduce earnings volatility. The Company does not enter into derivative transactions for trading or speculative purposes.
Non-Designated Hedges
The Company hedges its foreign currency monetary assets primarily resulting from foreign currency denominated short-term deposits and monetary liabilities resulting from lease liabilities with foreign exchange forward contracts to reduce the risk that the Company’s earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. These contracts have maturities of up to approximately 12 months. Generally, The Company does not designate these foreign currency forward contracts as hedges for accounting purposes and changes in the fair value of these instruments are recognized immediately in earnings. Any gains or losses on the underlying foreign-denominated balance are offset by the losses or gains on the forward contract. Derivative instruments are recorded as other current assets and other current liabilities, according to the timing of the cash flows. As of September 30, 2025, the derivative instruments are recorded as other current assets. Gains and losses on forward contracts and foreign denominated deposits and monetary liabilities resulting from lease liabilities are included in financial income, net. The cash flows associated with these derivatives are classified in the consolidated statements of cash flows consistently with the classification of the underlying hedged transaction, within cash flows from investing and operating activities.
As of September 30, 2025 and December 31, 2024, we had outstanding forward contracts not designated as hedging instruments with notional and fair value amounts equivalent to the following:
| Currency Hedged | September 30, 2025 | December 31, 2024 | ||||||
| U.S. dollars in thousands | ||||||||
| Israeli Shekel / U.S. Dollar | ||||||||
| Fair value of derivatives assets | ||||||||
| Fair value of derivatives liabilities | ||||||||
The following table shows the effect of our non-designated hedges on the Consolidated Statements of Operations for the nine months ended September 30, 2025:
| Location of Losses | Nine months ended September 30, 2025 | Three months ended September 30, 2025 | ||||||||
| U.S. dollars in thousands | ||||||||||
| Net realized and unrealized loss, excluding the underlying foreign currency exposure being hedged | ( | ) | ( | ) | ||||||
For the nine and three months ended
September 30, 2025, foreign currency profit, net was $
14
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 9 - DERIVATIVES AND HEDGING (continued):
Designated Hedges
During the fourth quarter of 2024 the Company initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk, resulting from ILS payroll expenses. The Company hedges portions of its forecasted payroll payments denominated in ILS for a period of up to 12 months, using forward contracts that are designated as cash flow hedges, as defined by ASC 815. Derivative instruments are recorded as other current assets or other current liabilities, according to the timing of the cash flows. As of September 30, 2025, the derivative instruments are recorded as other current assets. For these derivative instruments, designated as a cash flow hedge, gains and losses are reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the hedged transaction and in the same period or periods during which the hedged transaction affects the statement of operations. As of September 30, 2025, the Company expects to reclassify all of its unrealized gains and losses from accumulated other comprehensive income to earnings during the next twelve months. The cash flows associated with these derivatives are classified in the consolidated statements of cash flows consistently with the classification of the underlying hedged transaction, within cash flows from operating activities.
The notional and fair value amount and fair value of outstanding derivatives at the end of each period were:
| September 30, 2025 | December 31, 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Notional amount of foreign currency contracts | ||||||||
| Fair value of derivatives assets | ||||||||
The change in accumulated other comprehensive income relating to gains or losses on derivatives used for hedging was as follows:
| Nine months ended September 30, 2025 | Three months ended September 30, 2025 | |||||||
| U.S. dollars in thousands | ||||||||
| Other comprehensive income before reclassifications | ( | ) | ( | ) | ||||
| Amounts reclassified out of accumulated other comprehensive income (*) | ||||||||
| Other comprehensive income, net | ( | ) | ||||||
| (*) |
In the three months ended September
30, 2025, $
15
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 10 - TREASURY SHARES:
| a. | On December 27, 2024, the Company initiated a share repurchase
program (the – “Buyback”), at an aggregate amount of up to $ |
| b. | On February 11, 2025, the Company initiated a second share repurchase program (the – “Second
Buyback”), at an aggregate amount of up to $ |
NOTE 11 - STOCK-BASED COMPENSATION:
Stock Options
As of September 30, 2025, and December
31, 2024, the number of Ordinary Shares included in the Company’s option plans totaled to
As of September 30, 2025, the unrecognized
compensation costs related to those unvested stock options are $
The following is a summary of the status of the Company’s share option plan as of September 30, 2025:
| Nine months ended on | ||||||||
| September 30, 2025 | ||||||||
| Number of Options | Weighted-Average Exercise price | |||||||
| Options outstanding as of December 31, 2024 | $ | |||||||
| Granted during the period | $ | |||||||
| Exercised during the period | ( | ) | $ | |||||
| Forfeited during the period | ( | ) | $ | |||||
| Options outstanding as of September 30, 2025 | $ | |||||||
| Options exercisable as of September 30, 2025 | $ | |||||||
16
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 11 - STOCK-BASED COMPENSATION (continued):
The following table summarizes information about stock options outstanding as of September 30, 2025:
| Outstanding as of September 30, 2025 | Exercisable as of September 30, 2025 | |||||||||||||||||||||||||||||||||
| Range of exercise prices | Number outstanding | Weighted average remaining contractual term | Weighted average exercise price | Aggregate intrinsic value (U.S. dollars in thousands) | Number Exercisable | Weighted average remaining contractual term | Weighted Average exercise price | Aggregate intrinsic value (U.S. dollars in thousands) | ||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||||
| $ | - | - | ||||||||||||||||||||||||||||||||
| $ | - | - | ||||||||||||||||||||||||||||||||
| $ | - | |||||||||||||||||||||||||||||||||
| $ | - | - | ||||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||||
The calculated fair value of option grants was estimated using the Black-Scholes option-pricing model with the following assumptions:
| For the Nine months ended on September 30, 2025 | For the nine months ended on September 30, 2024 | |||||||
| Expected term | ||||||||
| Expected volatility | ||||||||
| Expected dividend rate | ||||||||
| Risk-free rate | ||||||||
During the nine months period ended
on September 30, 2025,
As of September 30, 2025, the unrecognized
compensation costs related to unvested stock options was $
The weighted-average fair value of
the options that were granted during the nine-month period ended September 30, 2025 was $
The total intrinsic value of options
exercised during the period of nine months ended September 30, 2025 and 2024 was $
The following table presents the classification of the stock options expenses for the periods indicated:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| U.S. dollars in thousands | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total stock-based compensation | ||||||||||||||||
17
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 11 - STOCK-BASED COMPENSATION (continued):
Restricted Stock Units
The following is a summary of the status of the Company’s RSU’s as of September 30, 2025, as well as changes during the period of nine months ended September 30, 2025:
| Number of RSUs | Weighted- Average Grant Date Fair Value | |||||||
| RSUs outstanding at the beginning of the year | $ | | ||||||
| Granted during the period | $ | |||||||
| Vested during the period | ( | ) | $ | |||||
| Forfeited during the period | ( | ) | $ | |||||
| Outstanding at the end of the period | $ | |||||||
As of September 30, 2025, the unrecognized
compensation cost related to unvested RSUs totaled to approximately $
During the nine months ended on September
30, 2025,
The following table presents the classification of RSU’s expenses for the periods indicated:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| U.S. dollars in thousands | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total stock-based compensation-RSUs | ||||||||||||||||
18
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 12 - NET LOSS PER ORDINARY SHARE:
The following table sets forth the computation of basic and diluted net income (loss) per Ordinary Share for the periods indicated:
| Nine months ended | Three months ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Basic net loss per Ordinary Share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Denominator: | ||||||||||||||||
| Weighted average outstanding common shares and vested RSUs – basic and diluted | ||||||||||||||||
| Basic and dilutive net loss per common share | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The following weighted-average shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been anti-dilutive:
| Nine months ended | Three months ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Options | ||||||||||||||||
| Restricted Stock Units | ||||||||||||||||
| Private Warrants | ||||||||||||||||
| Public Warrants | ||||||||||||||||
| Forfeiture Shares | ||||||||||||||||
NOTE 13 - FINANCIAL INCOME, NET:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| U.S. dollars in thousands | ||||||||||||||||
| Foreign currency exchange differences | ( | ) | ( | ) | ( | ) | ||||||||||
| Realized and unrealized losses on derivative instruments | ( | ) | ( | ) | ||||||||||||
| Interest income on short-term deposits | ||||||||||||||||
| Other | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total financial income, net | ||||||||||||||||
19
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 14 - SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER:
| a. |
Cross Industry Business: The Company’s solutions for the non-automotive verticals, including audio-video, industrial, machine vision and medical markets, that deliver superior, plug-and-play convergence and distribution of different interfaces, through a single long-distance category cable.
Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle connectivity for advanced car architectures, realizing the vision of connected and autonomous cars.
Assets information is not provided to the CODM and is not reviewed. Revenues and cost of goods sold are directly associated with the activities of a specific segment. Direct operating expenses, including general and administrative expenses, associated with the activities of a specific segment are charged to that segment. General and administrative expenses which cannot be attributed directly, are allocated evenly between segments. Other operating expenses are allocated to segments based on headcount ratio.
The CODM monitors the gross profit of each segment to analyze fluctuations relative to prior periods (cost reductions, change in product mix etc.).
The CODM uses segment operating profit
(loss) to evaluate income (loss) generated from segment assets in deciding whether to reinvest profits into the segment.
| Nine months ended on September 30, 2025 | ||||||||||||
| CIB | Automotive | Consolidated | ||||||||||
| U.S. dollars in thousands | ||||||||||||
| Revenues | ||||||||||||
| Cost of revenues | ||||||||||||
| Gross profit | ||||||||||||
| Research and development expenses | ||||||||||||
| Sales and marketing expenses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Change in earnout liability | ||||||||||||
| Segment operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Change in fair value of Forfeiture Shares | ||||||||||||
| Financial income, net | ||||||||||||
| Loss before taxes on income | ( | ) | ||||||||||
| Depreciation and Amortization expenses | ||||||||||||
| Stock-based compensation | ||||||||||||
20
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 14 - SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER (continued):
| Nine months ended on September 30, 2024 | ||||||||||||
| CIB | Automotive | Consolidated | ||||||||||
| U.S. dollars in thousands | ||||||||||||
| Revenues | ||||||||||||
| Cost of revenues | ||||||||||||
| Gross profit | ||||||||||||
| Research and development expenses | ||||||||||||
| Sales and marketing expenses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Change in earnout liability | ||||||||||||
| Segment operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Change in fair value of Forfeiture Shares | ||||||||||||
| Financial income, net | ||||||||||||
| Loss before taxes on income | ( | ) | ||||||||||
| Depreciation and Amortization expenses | ||||||||||||
| Stock-based compensation | ||||||||||||
| Three months ended on September 30, 2025 | ||||||||||||
| CIB | Automotive | Consolidated | ||||||||||
| U.S. dollars in thousands | ||||||||||||
| Revenues | ||||||||||||
| Cost of revenues | ||||||||||||
| Gross profit | ||||||||||||
| Research and development expenses | ||||||||||||
| Sales and marketing expenses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Change in earnout liability | ||||||||||||
| Segment operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Change in fair value of Forfeiture Shares | ||||||||||||
| Financial income, net | ||||||||||||
| Loss before taxes on income | ( | ) | ||||||||||
| Depreciation and Amortization expenses | ||||||||||||
| Stock-based compensation | ||||||||||||
21
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 14 - SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER (continued):
| Three months ended on September 30, 2024 | ||||||||||||
| CIB | Automotive | Consolidated | ||||||||||
| U.S. dollars in thousands | ||||||||||||
| Revenues | ||||||||||||
| Cost of revenues | ||||||||||||
| Gross profit | ||||||||||||
| Research and development expenses | ||||||||||||
| Sales and marketing expenses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Change in earnout liability | ||||||||||||
| Segment operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Change in fair value of Forfeiture Shares | ||||||||||||
| Financial income, net | ||||||||||||
| Loss before taxes on income | ( | ) | ||||||||||
| Depreciation and Amortization expenses | ||||||||||||
| Stock-based compensation | ||||||||||||
| b. | Geographic Revenues |
The following table shows revenue by geography, based on the customers’ “bill to” location:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| U.S. dollars in thousands | ||||||||||||||||
| Israel | ||||||||||||||||
| China | ||||||||||||||||
| Hong Kong | ||||||||||||||||
| Hungary | ||||||||||||||||
| United States | ||||||||||||||||
| Portugal | ||||||||||||||||
| Other | ||||||||||||||||
| c. | Supplemental data - Major Customers: |
The following tables summarize the significant customers’ (including distributors) accounts receivable and revenues as a percentage of total accounts receivable and total revenues, respectively:
| September 30, 2025 | December 31, 2024 | |||||||
| Accounts Receivable | % of Account Receivable | |||||||
| Customer A | % | % | ||||||
| Customer B | % | % | ||||||
| Customer C | % | % | ||||||
| Customer D | % | % | ||||||
22
VALENS SEMICONDUCTOR LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(continued)
NOTE 14 - SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER (continued):
| Nine months ended September 30, | Three months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | % of Revenues | % of Revenues | ||||||||||||||
| Customer A | % | % | % | % | ||||||||||||
| Customer B | % | % | % | % | ||||||||||||
| Customer D | % | % | % | % | ||||||||||||
| d. |
| September 30, 2025 | December 31, 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Domestic (Israel) | ||||||||
| China | ||||||||
| USA | ||||||||
| Other | ||||||||
NOTE 15 - RELATED PARTY TRANSACTIONS
During the nine and three months ended
on September 30, 2025, the Company granted
In addition, during the nine and three
months ended September 30, 2025, the Company granted
The fair value of the stock options
that were granted during the nine months ended September 30, 2025, is $
NOTE 16 - SUBSEQUENT EVENTS
On November 2, 2025 the Company’s Board approved the appointment
of a new Chief Executice Officer (“CEO”), effective November 13, 2025. The newly appointed CEO will also join the Company’s
Board. Subject to shareholders’ approval, the new CEO will be granted
In addition, the Board approved, subject to shareholders’
approval, a grant of
To support these grants, the Board further approved an increase
of
23