Core Viewpoint - A class action lawsuit has been filed against Luminar Technologies, Inc. for alleged violations of the Securities Exchange Act, with claims that the company made false and misleading statements during a specified class period [1][2]. Group 1: Lawsuit Details - The class period for the lawsuit is from March 20, 2025, to May 14, 2025, with a deadline for participation set for September 22, 2025 [2]. - The complaint alleges that Luminar's Board of Directors initiated an investigation into CEO Austin Russell's conduct, suggesting that his potential departure could negatively affect client relationships and the business overall [2]. Group 2: Shareholder Participation - Shareholders who purchased shares during the class period are encouraged to contact the DJS Law Group for possible lead plaintiff appointments, although this is not a requirement for recovery [2][3]. - Once registered, shareholders will be enrolled in a portfolio monitoring system to receive updates on the case's progress, with no associated costs or obligations [3]. Group 3: Law Firm Background - DJS Law Group specializes in securities class actions and corporate governance litigation, focusing on enhancing investor returns through advocacy [4].

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Luminar Technologies, Inc. securities during the specified class period of the upcoming lead plaintiff deadline on September 22, 2025 [1]. Group 1: Class Action Details - Investors who purchased Luminar securities between March 20, 2025, and May 14, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - A class action lawsuit has already been filed, and interested parties must move the Court to serve as lead plaintiff by September 22, 2025 [3]. - Investors are encouraged to select qualified legal counsel with a successful track record in securities class actions [4]. Group 2: Case Allegations - The lawsuit alleges that Luminar's executives made false and misleading statements and failed to disclose critical information regarding CEO Austin Russell's conduct, which was under inquiry by the Audit Committee [5]. - The undisclosed conduct posed a material risk of Russell's potential removal, which could adversely affect Luminar's business operations and competitive standing [5]. - The lawsuit claims that Luminar lacked a reasonable basis for its financial guidance, leading to materially false public statements [5].

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Luminar Technologies, Inc. securities during the specified Class Period of the upcoming lead plaintiff deadline on September 22, 2025 [1]. Group 1: Class Action Details - Investors who purchased Luminar securities between March 20, 2025, and May 14, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - A class action lawsuit has already been filed, and interested parties must move the Court to serve as lead plaintiff by September 22, 2025 [3]. - The Rosen Law Firm emphasizes the importance of selecting qualified counsel with a successful track record in securities class actions [4]. Group 2: Case Allegations - The lawsuit alleges that Luminar's executives made false and misleading statements and failed to disclose critical information regarding CEO Austin Russell's undisclosed conduct, which could lead to his removal [5]. - The potential loss of Russell could adversely affect Luminar's business operations, including competition, R&D management, and customer relationships [5]. - The lawsuit claims that Luminar had no reasonable basis for its financial guidance, and the public statements made by the defendants were materially false and misleading [5].

Core Viewpoint - A securities class action lawsuit has been filed against Luminar Technologies, Inc. for failing to disclose material adverse facts regarding the company's operations and compliance during the specified class period [1][3]. Group 1: Allegations Against Luminar - The lawsuit alleges that Luminar's executives, particularly CEO Austin Russell, engaged in undisclosed conduct that led to an inquiry by the Audit Committee, creating risks for the company [3]. - It is claimed that Russell's potential departure would adversely affect Luminar's business operations, including competition, R&D management, and customer relationships [3]. - The company allegedly lacked a reasonable basis for its financial guidance, making public statements materially false and misleading [3]. Group 2: Impact of Russell's Resignation - On May 14, 2025, Luminar announced Russell's resignation following an inquiry, which led to a significant stock downgrade by J.P. Morgan [4]. - Following the announcement, Luminar's stock price dropped by $0.80, or 16.80%, closing at $3.96 per share on May 15, 2025 [4]. Group 3: Legal Process for Investors - Investors affected by the alleged misconduct can seek to be appointed as lead plaintiffs by September 22, 2025, or remain as absent class members [5]. - The lead plaintiff will represent the interests of all class members in the litigation process [5]. Group 4: Firm Background - Shamis & Gentile, P.A. specializes in representing investors affected by securities fraud and has recovered over $1 billion for consumers [6].

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Luminar Technologies, Inc. securities during the specified Class Period of the upcoming lead plaintiff deadline on September 22, 2025 [1] Group 1: Class Action Details - Investors who purchased Luminar securities between March 20, 2025, and May 14, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2] - A class action lawsuit has already been filed, and interested parties must move the Court to serve as lead plaintiff by September 22, 2025 [3] - Investors are encouraged to select qualified counsel with a successful track record in securities class actions [4] Group 2: Case Allegations - The lawsuit alleges that Luminar's executives made false and misleading statements and failed to disclose critical information regarding CEO Austin Russell's undisclosed conduct, which could lead to his removal [5] - The potential loss of Russell could adversely affect Luminar's business operations, including competition, R&D management, and customer relationships [5] - The lawsuit claims that Luminar had no reasonable basis for its financial guidance, and the public statements made by the defendants were materially false and misleading [5]

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Luminar Technologies, Inc. securities during the specified Class Period of the upcoming lead plaintiff deadline for a class action lawsuit [1][2]. Group 1: Class Action Details - Investors who purchased Luminar securities between March 20, 2025, and May 14, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - A class action lawsuit has already been filed, and interested parties must move the Court to serve as lead plaintiff by September 22, 2025 [3][6]. - The Rosen Law Firm emphasizes the importance of selecting qualified legal counsel with a successful track record in securities class actions [4]. Group 2: Allegations Against Luminar - The lawsuit alleges that Luminar's executives made false and misleading statements and failed to disclose critical information regarding the conduct of Austin Russell, the company's President, CEO, and Chairman [5]. - Specific claims include that Russell's undisclosed conduct posed a material risk to his position and, consequently, to Luminar's business operations and competitive standing [5]. - The lawsuit asserts that Luminar lacked a reasonable basis for its financial guidance due to these undisclosed risks, leading to materially false public statements [5].

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Luminar Technologies, Inc. securities during the specified Class Period of the upcoming lead plaintiff deadline for a class action lawsuit [1][3]. Group 1: Class Action Details - Investors who purchased Luminar securities between March 20, 2025, and May 14, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - A class action lawsuit has already been filed, and interested parties must move the Court to serve as lead plaintiff by September 22, 2025 [3]. Group 2: Law Firm Credentials - Rosen Law Firm has a strong track record in securities class actions, having achieved the largest securities class action settlement against a Chinese company at the time and being ranked No. 1 for the number of settlements in 2017 [4]. - The firm has recovered hundreds of millions of dollars for investors, securing over $438 million in 2019 alone [4]. Group 3: Case Allegations - The lawsuit alleges that Luminar's executives made false and misleading statements, including undisclosed conduct by CEO Austin Russell that could lead to his removal, adversely affecting the company's business and financial guidance [5]. - The negative public perception and news related to Russell could harm Luminar's brand relationships and competitive standing in the industry [5].

Core Insights - The article compares two prominent companies in the LiDAR industry, Aeva Technologies (AEVA) and Luminar Technologies (LAZR), highlighting their technological advancements, market positions, and financial performances [1][2][19]. Company Overview Aeva Technologies (AEVA) - AEVA's proprietary FMCW LiDAR technology measures both distance and velocity, providing higher accuracy compared to traditional LiDAR solutions [5]. - The company reported a record revenue of $5.5 million in Q2 2025, with a backlog exceeding $400 million, indicating potential growth despite a small revenue base [6]. - AEVA has established partnerships with major companies like Daimler Trucks and LG Innotek, with Daimler's deal valued at approximately $1 billion [7]. - However, AEVA faces challenges, including a Q2 net loss of $24.5 million and a cash position of only $50 million, raising concerns about its financial sustainability [8]. Luminar Technologies (LAZR) - Luminar has gained credibility with OEMs, having its LiDAR technology integrated into the Volvo EX90 and ES90, marking a significant milestone in automotive applications [10]. - The company is diversifying into commercial and defense markets, which may provide earlier revenue opportunities compared to passenger vehicles [11]. - Luminar has over $500 million in liquidity, allowing it to fund growth initiatives despite facing a Q2 revenue of $15.6 million, which was down 5% year-over-year [12][13]. - The company is restructuring to save approximately $23 million annually starting in 2026, but it has a long-term debt of around $430 million, indicating a high dilution risk [13]. Financial Performance Revenue and Growth Projections - AEVA is expected to see a 19% EPS improvement in 2025 and 9% in 2026, although it remains significantly unprofitable [15]. - Luminar is projected to achieve a sharper 51% EPS improvement in 2025 and 30% in 2026, despite recent guidance cuts [17]. Valuation Comparison - AEVA trades at a high forward price-to-sales (P/S) ratio of 30X, suggesting that market expectations may be overly optimistic [14]. - In contrast, Luminar trades at a much lower forward P/S of 1.6X, reflecting its execution challenges and potential long-term value [14]. Conclusion - Both AEVA and LAZR present high-risk, high-reward investment opportunities in the LiDAR sector, with AEVA showcasing impressive technology and partnerships but facing financial vulnerabilities [19]. - Luminar, while also encountering challenges, has a stronger OEM position and a clearer path toward profitability due to its diversification and cost structure improvements [19][20].

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Luminar Technologies, Inc. securities during the specified Class Period of the upcoming lead plaintiff deadline on September 22, 2025 [1] Group 1: Class Action Details - Investors who purchased Luminar securities between March 20, 2025, and May 14, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2] - A class action lawsuit has already been filed, and interested parties must move the Court to serve as lead plaintiff by September 22, 2025 [3] - Investors are encouraged to select qualified counsel with a successful track record in securities class actions [4] Group 2: Case Allegations - The lawsuit alleges that Luminar's executives made false and misleading statements and failed to disclose critical information regarding CEO Austin Russell's undisclosed conduct, which could lead to his removal [5] - The potential loss of Russell could adversely affect Luminar's business operations, including competition, R&D management, and customer relationships [5] - The lawsuit claims that Luminar had no reasonable basis for its financial guidance, and the public statements made by the defendants were materially false and misleading [5]

FORM 10-Q Filing Information [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides Luminar's basic identification, securities registration, filing status, and outstanding share details - Luminar Technologies, Inc. is incorporated in Delaware and its Class A common stock (LAZR) is listed on The Nasdaq Stock Market LLC[3](index=3&type=chunk) - The registrant is classified as a **non-accelerated filer** and a **smaller reporting company**[4](index=4&type=chunk) **Shares Outstanding** | Class of Stock | Shares Outstanding (as of Aug 8, 2025) | | :--------------- | :------------------------------------- | | Class A Common | 63,891,880 | | Class B Common | 4,872,578 | Table of Contents Cautionary Note Regarding Forward-Looking Statements [Forward-Looking Statements Disclosure](index=3&type=section&id=Forward-Looking%20Statements%20Disclosure) The company outlines forward-looking statements and cautions investors about risks that could cause actual results to differ - Forward-looking statements cover topics such as **restructuring plans (2024 and 2025)**, product plans, future growth, sales estimates, market opportunities, and liquidity[8](index=8&type=chunk) - Key risk factors include a history of losses, significant R&D costs, challenges in LiDAR product adoption by OEMs, lengthy implementation periods for commercial wins, and the inability to control input costs or reduce manufacturing expenses[9](index=9&type=chunk) - Other risks include general economic conditions (inflation, recession), market competition, ability to manage growth, supply chain disruptions, cybersecurity risks, and the **large amount of outstanding indebtedness**[9](index=9&type=chunk)[10](index=10&type=chunk) Website and Social Media Disclosure [Company Communication Channels](index=4&type=section&id=Company%20Communication%20Channels) Luminar uses its website and social media channels for material information disclosure, which investors should monitor - Luminar uses its website (luminartech.com) and social media (X, YouTube, LinkedIn) for disclosing company and product information[13](index=13&type=chunk) - Information posted on these channels may be considered **material**, and investors should monitor them alongside SEC filings[13](index=13&type=chunk) PART I. FINANCIAL INFORMATION [Item 1. Financial Statements.](index=5&type=section&id=Item%201.%20Financial%20Statements.) The company presents its unaudited condensed consolidated financial statements, reflecting a reduced net loss, lower operating expenses, and changes in liquidity and debt structure [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) The company's balance sheet shows decreased total assets and liabilities, driven by lower cash and debt, while the stockholders' deficit increased **Condensed Consolidated Balance Sheets (Unaudited)** | Metric (in thousands) | Dec 31, 2024 | Jun 30, 2025 | Change | | :-------------------- | :----------- | :----------- | :----- | | **Assets** | | | | | Cash & Cash Equivalents | $82,840 | $48,166 | $(34,674) | | Marketable Securities | $99,827 | $59,465 | $(40,362) | | Total Current Assets | $245,227 | $167,328 | $(77,899) | | Total Assets | $365,213 | $265,487 | $(99,726) | | **Liabilities** | | | | | Total Current Liabilities | $60,588 | $69,187 | $8,599 | | Debt | $500,516 | $429,679 | $(70,837) | | Total Liabilities | $586,002 | $513,456 | $(72,546) | | **Equity** | | | | | Total Stockholders' Deficit | $(220,789) | $(272,179) | $(51,390) | [Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20(Unaudited)) The company reports a significantly improved net loss for the six months ended June 30, 2025, driven by a substantial reduction in operating expenses **Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)** | Metric (in thousands, except per share) | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Revenue | $15,634 | $16,451 | $34,520 | $37,419 | | Total Cost of Sales | $28,061 | $30,131 | $55,047 | $61,554 | | Gross Loss | $(12,427) | $(13,680) | $(20,527) | $(24,135) | | Research and Development | $39,328 | $65,850 | $77,616 | $133,600 | | Sales and Marketing | $5,297 | $12,140 | $10,201 | $26,655 | | General and Administrative | $(18,753) | $29,790 | $2,163 | $62,839 | | Total Operating Expenses | $27,052 | $114,042 | $91,224 | $229,356 | | Loss from Operations | $(39,479) | $(127,722) | $(111,751) | $(253,491) | | Total Other Income (Expense), net | $16,730 | $(3,451) | $8,458 | $(2,809) | | Net Loss | $(22,899) | $(130,607) | $(103,590) | $(256,321) | | Net Loss per Share (Basic & Diluted) | $(0.62) | $(4.32) | $(2.44) | $(8.76) | [Condensed Consolidated Statements of Preferred Stock and Stockholders' Deficit (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Preferred%20Stock%20and%20Stockholders'%20Deficit%20(Unaudited)) The company's stockholders' deficit increased, influenced by the net loss and a deemed dividend on new Series A preferred stock **Changes in Stockholders' Deficit (in thousands)** | Metric | Dec 31, 2024 | Jun 30, 2025 | Change | | :-------------------------------------- | :----------- | :----------- | :----- | | Series A Preferred Stock | $0 | $24,210 | $24,210 | | Additional Paid-in Capital | $2,204,814 | $2,257,171 | $52,357 | | Accumulated Deficit | $(2,112,835) | $(2,216,425) | $(103,590) | | Total Stockholders' Deficit | $(220,789) | $(272,179) | $(51,390) | - Issuance of Series A preferred stock, net of costs and discount, contributed **$29.4 million**[22](index=22&type=chunk)[25](index=25&type=chunk) - Deemed dividend on Series A preferred stock was **$7.6 million** for the six months ended June 30, 2025, impacting the calculation of net loss attributable to common stockholders[22](index=22&type=chunk)[25](index=25&type=chunk)[159](index=159&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) Net cash used in operations decreased significantly, while financing activities included proceeds from preferred stock and equity offerings offset by debt repurchases **Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands)** | Cash Flow Activity | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | Change | | :-------------------------- | :-------------------------- | :-------------------------- | :----- | | Net Cash Used in Operating Activities | $(97,954) | $(158,936) | $60,982 | | Net Cash Provided by Investing Activities | $41,417 | $35,511 | $5,906 | | Net Cash Provided by Financing Activities | $22,721 | $36,894 | $(14,173) | | Net Decrease in Cash, Cash Equivalents and Restricted Cash | $(33,816) | $(86,531) | $52,715 | | Ending Cash, Cash Equivalents and Restricted Cash | $50,906 | $54,093 | $(3,187) | - Cash used in operations decreased due to a lower net loss and non-cash adjustments including a **$22.1 million gain on extinguishment of debt** and a **$5.3 million change in fair value of derivatives**[28](index=28&type=chunk)[309](index=309&type=chunk) - Financing activities included **$31.4 million** from Series A Preferred Stock issuance and **$21.5 million** from the Equity Financing Program, partially offset by **$30.3 million** for 2026 Convertible Senior Notes repurchase[28](index=28&type=chunk)[311](index=311&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The notes provide detailed disclosures on accounting policies, financial statement components, debt, equity, and other material items providing context to the financial statements [Note 1. Organization and Description of Business](index=10&type=section&id=Note%201.%20Organization%20and%20Description%20of%20Business) Luminar specializes in LiDAR hardware and software for autonomous vehicles and retroactively adjusted share data for a 1-for-15 reverse stock split - Luminar specializes in advanced Light Detection and Ranging (LiDAR) hardware and software solutions for the world's safest and smartest vehicles[30](index=30&type=chunk) - A **1-for-15 reverse stock split** was effected in November 2024, with all prior share and per share data retroactively adjusted[31](index=31&type=chunk) [Note 2. Basis of Presentation and Summary of Significant Accounting Policies](index=10&type=section&id=Note%202.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) The company continues to incur operating losses and relies on financing programs, which are expected to provide sufficient liquidity for at least 12 months - The company has an accumulated deficit of **$2.2 billion** as of June 30, 2025, and expects to continue incurring operating losses due to investments in product and software development, customer relations, and manufacturing capabilities[34](index=34&type=chunk) **Liquidity Position (in thousands)** | Metric | Jun 30, 2025 | Dec 31, 2024 | | :---------------------- | :----------- | :----------- | | Cash and Cash Equivalents | $48,166 | $82,840 | | Marketable Securities | $59,465 | $99,827 | | Total Liquidity | $107,631 | $182,667 | - The company early adopted ASU 2024-04 as of January 1, 2025, recognizing a **$21.5 million gain on extinguishment of debt** related to the 2026 Convertible Senior Notes[46](index=46&type=chunk) - The company's business is organized into two operating segments: **Autonomy Solutions** (LiDAR sensors, NRE services, software) and **Advanced Technologies and Services (ATS)** (photonic components, sub-systems, ASICs, pixel-based sensors)[39](index=39&type=chunk)[40](index=40&type=chunk) [Note 3. Business Combinations and Acquisitions](index=12&type=section&id=Note%203.%20Business%20Combinations%20and%20Acquisitions) The acquisition of EM4 in March 2024 resulted in a gain due to the purchase price being lower than the fair value of net assets acquired - Acquired EM4, a designer and manufacturer of packaged photonic components, on March 18, 2024, for approximately **$4.2 million in cash** and up to **$6.75 million in contingent future payments**[50](index=50&type=chunk)[51](index=51&type=chunk) - Recognized a **$1.5 million gain** from the acquisition of EM4, as the consideration paid was lower than the estimated fair value of net assets acquired due to EM4's historical losses and program cancellations[52](index=52&type=chunk) [Note 4. Revenue](index=14&type=section&id=Note%204.%20Revenue) Total revenue decreased for the three and six-month periods, with varied performance between the Autonomy Solutions and ATS segments **Revenue Disaggregation (in thousands)** | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Revenue | $15,634 | $16,451 | $34,520 | $37,419 | | Autonomy Solutions Revenue | $10,305 | $9,981 | $24,062 | $26,301 | | ATS Revenue | $5,329 | $6,470 | $10,458 | $11,118 | | North America Revenue | $13,612 (87%) | $15,764 (96%) | $28,604 (83%) | $36,101 (97%) | | Recognized at a point in time | $11,967 (77%) | $15,808 (96%) | $24,939 (72%) | $31,112 (83%) | - For the three months ended June 30, 2025, Autonomy Solutions revenue increased by **$0.3 million (3%)** due to a $4.2 million increase in service revenue, offset by a $3.9 million decrease in product revenue[273](index=273&type=chunk) - Three customers (customer C, customer B, and customer A) accounted for **34%**, **22%**, and **10%** of the Company's accounts receivable as of June 30, 2025, respectively[42](index=42&type=chunk) [Note 5. Restructuring](index=15&type=section&id=Note%205.%20Restructuring) The company initiated a new restructuring plan in May 2025, resulting in further workforce reductions and severance costs - The 2025 Restructuring Plan, initiated in May 2025, resulted in the termination of **257 employees** by June 30, 2025[62](index=62&type=chunk) **Restructuring Charges (in thousands)** | Metric | 3 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2025 | | :-------------------------------------- | :-------------------------- | :-------------------------- | | Restructuring Costs (P&L) | $1,180 | $1,244 | | Severance Expense (Balance as of Dec 31, 2024) | N/A | $772 | | Restructuring Charges (Balance Sheet) | N/A | $1,244 | | Cash Payments | N/A | $(1,715) | | Balance Payable and Accrued Liabilities (Jun 30, 2025) | N/A | $258 | [Note 6. Investments](index=16&type=section&id=Note%206.%20Investments) The company's debt securities portfolio decreased significantly, while an impairment charge on an equity investment was followed by a gain on its repurchase **Debt Securities (in thousands)** | Type | Dec 31, 2024 Fair Value | Jun 30, 2025 Fair Value | Change | | :---------------- | :---------------------- | :---------------------- | :----- | | U.S. Treasury Securities | $10,955 | $15,363 | $4,408 | | Commercial Paper | $19,074 | $9,899 | $(9,175) | | Corporate Bonds | $81,357 | $37,431 | $(43,926) | | Total Debt Securities | $112,947 | $62,693 | $(50,254) | **Equity Investments (in thousands)** | Type | Dec 31, 2024 | Jun 30, 2025 | | :---------------------------- | :----------- | :----------- | | Money Market Funds | $17,730 | $18,451 | | Marketable Equity Investments | $3,165 | $3,075 | | Investment in Non-Marketable Securities (Forterra) | $10,000 | $10,000 | | Total Equity Investments | $30,895 | $31,526 | - An additional impairment charge of **$4.0 million** was recorded on the investment in Forterra in Q2 2024, and a **$2.9 million gain** was recognized from the repurchase of these units in May 2025[70](index=70&type=chunk)[72](index=72&type=chunk) [Note 7. Financial Statement Components](index=17&type=section&id=Note%207.%20Financial%20Statement%20Components) This note details changes in key balance sheet accounts, including a decrease in cash and equipment, an increase in inventory, and accelerated depreciation charges **Key Financial Components (in thousands)** | Metric | Dec 31, 2024 | Jun 30, 2025 | Change | | :------------------------------ | :----------- | :----------- | :----- | | Cash and Cash Equivalents | $82,840 | $48,166 | $(34,674) | | Inventory, net | $14,908 | $18,047 | $3,139 | | Property and Equipment, net | $52,281 | $46,643 | $(5,638) | | Intangible Assets, net | $15,556 | $13,493 | $(2,063) | | Accrued and Other Current Liabilities | $31,567 | $31,901 | $334 | - Inventory write-downs were **$3.4 million** for the six months ended June 30, 2025, primarily due to obsolescence from product design changes and lower of cost or market assessments[74](index=74&type=chunk) - Accelerated depreciation charges of **$0.3 million** for the six months ended June 30, 2025, resulted from a change in sourcing strategy for certain sub-assemblies and components[79](index=79&type=chunk) [Note 8. Debt](index=20&type=section&id=Note%208.%20Debt) Total debt decreased following exchange and repurchase transactions of convertible notes, resulting in a significant gain on debt extinguishment **Debt Carrying Amounts (in thousands)** | Debt Type | Dec 31, 2024 Net Carrying Amount | Jun 30, 2025 Net Carrying Amount | Change | | :------------------------ | :------------------------------- | :------------------------------- | :----- | | 2026 Convertible Senior Notes | $201,015 | $133,857 | $(67,158) | | Senior Notes | $95,499 | $95,946 | $447 | | 2030 Convertible Notes (Series 1) | $41,445 | $42,369 | $924 | | 2030 Convertible Notes (Series 2) | $153,147 | $153,486 | $339 | | Total Debt | $491,106 | $425,658 | $(65,448) | - For the six months ended June 30, 2025, the company recognized a **$21.5 million gain on debt extinguishment** from March and May 2025 exchange and repurchase transactions of 2026 Convertible Senior Notes[102](index=102&type=chunk) - The 2030 Convertible Notes have conversion options accounted for as bifurcated derivative liabilities, with a fair value of **$4.0 million** at June 30, 2025, and a **$5.3 million decrease in fair value** for the six months ended June 30, 2025[120](index=120&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - The company has a **$50.0 million non-recourse Credit Facility**, which was undrawn as of June 30, 2025[133](index=133&type=chunk)[135](index=135&type=chunk) [Note 9. Fair Value Measurements](index=26&type=section&id=Note%209.%20Fair%20Value%20Measurements) The company details the fair value hierarchy for its financial instruments, with derivative liabilities classified as Level 3 and certain notes as Level 2 or 3 **Fair Value Measurements (in thousands)** | Asset/Liability (Jun 30, 2025) | Level 1 | Level 2 | Level 3 | Total Fair Value | | :----------------------------- | :------ | :------ | :------ | :--------------- | | Cash Equivalents | $19,750 | $5,004 | $0 | $24,754 | | Marketable Investments | $17,139 | $42,326 | $0 | $59,465 | | Derivative Liability | $0 | $0 | $(4,021) | $(4,021) | - The estimated fair value of the 2026 Convertible Senior Notes was **$85.1 million (Level 2)** at June 30, 2025[146](index=146&type=chunk) - The estimated fair value of the Senior Notes was **$98.9 million (Level 3)** and the 2030 Convertible Notes (excluding bifurcated derivative liabilities) was **$106.1 million (Level 3)** at June 30, 2025[147](index=147&type=chunk) [Note 10. Earnings (Loss) Per Share](index=28&type=section&id=Note%2010.%20Earnings%20(Loss)%20Per%20Share) Net loss per share improved significantly compared to the prior year, with the calculation including a deemed dividend on Series A preferred stock **Net Loss Per Share Attributable to Common Stockholders** | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Loss Attributable to Common Stockholders (in thousands) | $(30,501) | $(130,607) | $(111,192) | $(256,321) | | Weighted Average Shares Outstanding (Basic & Diluted) | 49,087,995 | 30,242,540 | 45,608,362 | 29,274,792 | | Net Loss Per Share (Basic & Diluted) | $(0.62) | $(4.32) | $(2.44) | $(8.76) | - A deemed dividend of **$7.6 million** on Series A preferred stock reduced earnings available to common stockholders for the six months ended June 30, 2025[150](index=150&type=chunk) - As of June 30, 2025, **26.9 million potential common shares** were excluded from diluted EPS calculation as their effect would have been antidilutive due to the net loss[152](index=152&type=chunk) [Note 11. Preferred Stock](index=29&type=section&id=Note%2011.%20Preferred%20Stock) The company issued Series A Preferred Stock in May 2025, raising capital and resulting in a deemed dividend due to its variable conversion feature - Issued 35,000 shares of newly designated Series A Convertible Preferred Stock in May 2025 for net proceeds of **$33.6 million**[153](index=153&type=chunk) - The Series A Preferred Stock is convertible into Class A common stock at a conversion price equal to the lesser of a fixed price of **$4.752** and **95% of the lowest VWAP** over five trading days, subject to a floor price of **$0.792**[159](index=159&type=chunk) - Holders converted 12,000 shares of Series A Preferred Stock into **4,087,889 shares of Class A common stock** by June 30, 2025[154](index=154&type=chunk) [Note 12. Stockholders' Equity](index=31&type=section&id=Note%2012.%20Stockholders'%20Equity) The company utilized its Equity Financing Program and a Stock-in-lieu of Cash Program to issue additional Class A common shares **Common Stock Outstanding (as of June 30, 2025)** | Class | Shares Issued | Shares Outstanding | | :---------- | :------------ | :----------------- | | Class A | 54,830,075 | 53,372,512 | | Class B | 4,872,578 | 4,872,578 | - The Equity Financing Program was expanded by an additional **$75.0 million** in March 2025, with **$187.4 million** available for sale as of June 30, 2025[179](index=179&type=chunk)[180](index=180&type=chunk) - Issued **6,247,076 shares** of Class A common stock under the Equity Financing Program for net proceeds of **$21.5 million** during the six months ended June 30, 2025[180](index=180&type=chunk) - Issued **1,000,000 shares** of Class A common stock to TPK Holding Co, Ltd under the Stock-in-lieu of Cash Program during the six months ended June 30, 2025[184](index=184&type=chunk) [Note 13. Stock-based Compensation](index=33&type=section&id=Note%2013.%20Stock-based%20Compensation) Stock-based compensation expense reversed significantly due to the forfeiture of awards related to the termination of the former CEO **Stock-based Compensation Expense (in thousands)** | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Stock-based Compensation Expense | $(20,657) | $38,491 | $(1,277) | $82,956 | | G&A Stock-based Compensation | $(28,908) | $16,846 | $(18,274) | $38,209 | - A **$34.7 million reversal** of share-based compensation expense was recorded in general and administrative expenses due to the termination of the former CEO during the six months ended June 30, 2025[197](index=197&type=chunk) - **1,922,492 time-based RSUs** were granted during the six months ended June 30, 2025[193](index=193&type=chunk) [Note 14. Income Taxes](index=35&type=section&id=Note%2014.%20Income%20Taxes) The company's effective tax rate differs from the statutory rate primarily due to its valuation allowance and taxes on foreign earnings **Income Tax Provision (in thousands)** | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Provision for (benefit from) Income Taxes | $150 | $(566) | $297 | $21 | | Effective Tax Rate | (0.7)% | 0.4% | (0.3)% | —% | - The effective tax rate differs significantly from the statutory tax rate of 21% primarily due to the company's **valuation allowance movement** and taxes on foreign earnings[199](index=199&type=chunk) [Note 15. Leases](index=36&type=section&id=Note%2015.%20Leases) Operating lease assets and liabilities decreased, with a significant loss recorded from the termination of a lease in Sunnyvale, California **Lease Information (in thousands)** | Metric | Dec 31, 2024 | Jun 30, 2025 | Change | | :-------------------------------------- | :----------- | :----------- | :----- | | Operating Lease Right-of-Use Assets | $31,479 | $20,127 | $(11,352) | | Operating Lease Liabilities, Current | $10,049 | $7,572 | $(2,477) | | Operating Lease Liabilities, Non-Current | $24,083 | $14,406 | $(9,677) | | Total Operating Lease Liabilities | $34,132 | $21,978 | $(12,154) | - Termination of a non-cancellable operating lease in Sunnyvale, California, in April 2025 resulted in an **$8.3 million loss on lease termination**[202](index=202&type=chunk) - Weighted average remaining lease term is **3.88 years** as of June 30, 2025, with a weighted average discount rate of **6.66%**[203](index=203&type=chunk)[204](index=204&type=chunk) [Note 16. Commitments and Contingencies](index=37&type=section&id=Note%2016.%20Commitments%20and%20Contingencies) The company has significant purchase obligations and is involved in several legal proceedings, which it intends to vigorously defend - Purchase obligations totaled **$93.7 million** as of June 30, 2025, primarily for inventory, R&D, and general and administrative activities[205](index=205&type=chunk) - The company is defending against multiple class action and shareholder derivative lawsuits, including **Johnson v. Luminar Technologies, Inc., et al.** and **Yskollari v. Luminar Technologies, Inc., et al.**, but does not expect a material adverse impact on financial results[207](index=207&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk) [Note 17. Segment and Customer Concentration Information](index=38&type=section&id=Note%2017.%20Segment%20and%20Customer%20Concentration%20Information) Operating losses for both the Autonomy Solutions and ATS segments decreased, while revenue concentration with key customers remains high **Segment Operating Loss (in thousands)** | Segment | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Autonomy Solutions | $(35,150) | $(118,949) | $(102,630) | $(243,967) | | ATS | $(4,329) | $(8,773) | $(9,121) | $(9,524) | - Autonomy Solutions operating loss decreased significantly due to reductions in personnel-related costs, stock-based compensation expense, purchased materials, and supplies expenses[288](index=288&type=chunk) - Two customers, customer A and customer B of the Autonomy Solutions segment, accounted for **38%** and **21%**, respectively, of the Company's revenue for the six months ended June 30, 2025[229](index=229&type=chunk) [Note 18. Subsequent Events](index=42&type=section&id=Note%2018.%20Subsequent%20Events) Subsequent to the quarter end, the company saw further preferred stock conversions and common stock issuances under its financing programs - In July 2025, holders of Series A Preferred Stock converted an additional 16,000 shares into **6,104,645 shares of Class A common stock**[233](index=233&type=chunk) - In July 2025, the company issued **2,345,520 shares of Class A common stock** under the Equity Financing Program for net proceeds of **$6.9 million**[234](index=234&type=chunk) - In July 2025, **1,600,000 shares of Class A common stock** were issued to TPK Holding Co, Ltd for services[235](index=235&type=chunk) - Preliminary analysis suggests the One, Big, Beautiful, Bill (OBBB) Act's impact on deferred taxes will not be significant due to the company's **valuation allowance**[230](index=230&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=44&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses financial results, strategic updates, liquidity management, and efforts to reduce operating losses while managing debt and securing capital [Overview](index=44&type=section&id=Overview) Luminar is a technology company developing advanced LiDAR hardware and software to enable vehicle safety and autonomy - Luminar specializes in advanced LiDAR hardware and software solutions to enable next-generation safety and autonomous capabilities for passenger and commercial vehicles[237](index=237&type=chunk) - The product portfolio includes proprietary LiDAR hardware, core semiconductor components, and in-development software capabilities such as perception and high-definition '3D' mapping[238](index=238&type=chunk) [Industrialization Update](index=44&type=section&id=Industrialization%20Update) The company is executing its industrialization plan, achieving Start of Production for Volvo and optimizing its manufacturing and supply chain processes - Achieved **Start of Production (SOP)** for Volvo Cars at the manufacturing facility in Mexico in 2024 and began shipping production LiDAR sensors for the Volvo EX90[240](index=240&type=chunk) - The transition to new suppliers for certain sub-assemblies and components has essentially been completed, as part of ongoing manufacturing and product design optimization[241](index=241&type=chunk) [Business Updates](index=44&type=section&id=Business%20Updates) The company is winding down non-core businesses, expanding OEM partnerships, and executing restructuring and financing activities to manage liquidity - Initiated the wind-down of data and insurance businesses, expecting a **$16.0 million reduction in total revenue** and a **$23.0 million reduction in operating expenses** on a full-year run-rate basis[242](index=242&type=chunk)[243](index=243&type=chunk) - LiDAR technology will be equipped in the new **Volvo ES90**, marking the second Volvo model to feature Luminar's technology, and a collaboration with **Caterpillar Inc.** for autonomous solutions was announced[244](index=244&type=chunk)[245](index=245&type=chunk) - Incurred **$11.0 million in total charges** associated with employee severance and related costs from the 2024 and 2025 restructuring plans[248](index=248&type=chunk) - Completed March and May 2025 exchange transactions and a repurchase transaction for 2026 Convertible Senior Notes, issuing Class A common stock and repurchasing notes for cash[249](index=249&type=chunk)[250](index=250&type=chunk) - Closed an initial offering for 35,000 shares of Series A Preferred Stock for **$33.6 million net proceeds** in May 2025[251](index=251&type=chunk) [Basis of Presentation](index=45&type=section&id=Basis%20of%20Presentation) The condensed consolidated financial statements include Luminar and its wholly-owned subsidiaries, with intercompany transactions eliminated - The condensed consolidated financial statements include the accounts of Luminar and its wholly-owned subsidiaries, with intercompany accounts and transactions eliminated[254](index=254&type=chunk) [Components of Results of Operations](index=46&type=section&id=Components%20of%20Results%20of%20Operations) The company's operations are divided into Autonomy Solutions and ATS segments, with significant ongoing investment in R&D for product and software development - The **Autonomy Solutions** segment designs, manufactures, and sells LiDAR sensors and provides non-recurring engineering (NRE) services and data licensing[256](index=256&type=chunk) - The **ATS** segment provides advanced semiconductors, components, and design/testing services to both Autonomy Solutions and third-party customers, including government agencies[257](index=257&type=chunk) - R&D costs are expensed as incurred and are expected to remain elevated due to continued investment in product roadmap and integrated software solutions[263](index=263&type=chunk)[265](index=265&type=chunk) - Gross loss is expected to temporarily increase as the company transitions from prototype to series production, with lower average selling prices, until cost reduction and efficiency measures are realized[262](index=262&type=chunk) [Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024](index=48&type=section&id=Results%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) The company's loss from operations improved significantly, driven by a 60% reduction in operating expenses due to lower R&D, S&M, and G&A costs **Key Financial Performance (in thousands)** | Metric | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Total Revenue | $34,520 | $37,419 | $(2,899) | (8)% | | Gross Loss | $(20,527) | $(24,135) | $3,608 | (15)% | | Research and Development | $77,616 | $133,600 | $(55,984) | (42)% | | Sales and Marketing | $10,201 | $26,655 | $(16,454) | (62)% | | General and Administrative | $2,163 | $62,839 | $(60,676) | (97)% | | Total Operating Expenses | $91,224 | $229,356 | $(138,132) | (60)% | | Loss from Operations | $(111,751) | $(253,491) | $141,740 | (56)% | | Net Loss | $(103,590) | $(256,321) | $152,731 | (60)% | - Autonomy Solutions revenue decreased by **$2.2 million (9%)** for the six months ended June 30, 2025, primarily due to an $8.2 million decrease in product revenue, partially offset by a $6.0 million increase in service revenue[274](index=274&type=chunk) - Cost of sales decreased by **$6.5 million (11%)** for the six months ended June 30, 2025, due to cost reduction initiatives and decreased costs associated with a terminated Iris+ development contract[276](index=276&type=chunk) - General and administrative expenses decreased by **$60.7 million (97%)** for the six months ended June 30, 2025, largely due to a **$34.7 million stock-based compensation expense reversal** from the former CEO's termination and headcount reduction[283](index=283&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) The company relies on debt and equity financing to fund its operations and believes existing liquidity sources are sufficient for at least the next 12 months **Liquidity Position (in thousands)** | Metric | Jun 30, 2025 | | :---------------------- | :----------- | | Cash and Cash Equivalents | $48,166 | | Marketable Securities | $59,465 | | Total Liquidity | $107,631 | - Net cash used in operating activities was **$98.0 million** for the six months ended June 30, 2025[305](index=305&type=chunk) - The company relies on proceeds from debt and equity issuances, including the Equity Financing Program (with **$187.4 million available** as of June 30, 2025) and Series A Preferred Stock Financing, to fund operations and strategic initiatives[295](index=295&type=chunk)[297](index=297&type=chunk)[306](index=306&type=chunk) - Management believes existing liquidity sources will be sufficient for at least 12 months, contingent on continued access to the Equity Financing Program and Series A Preferred Stock Financing Program[306](index=306&type=chunk) [Cash Flow Summary](index=53&type=section&id=Cash%20Flow%20Summary) Cash used in operations decreased due to a lower net loss, while investing activities provided cash from marketable securities and financing activities provided cash from equity issuances **Cash Flow Summary (in thousands)** | Cash Flow Activity | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------- | :-------------------------- | :-------------------------- | | Operating Activities | $(97,954) | $(158,936) | | Investing Activities | $41,417 | $35,511 | | Financing Activities | $22,721 | $36,894 | - Net cash used in operating activities decreased by **$60.9 million**, primarily due to a lower net loss and non-cash adjustments like debt extinguishment gains and derivative fair value changes[309](index=309&type=chunk) - Investing activities were primarily driven by **$80.8 million** of proceeds from maturities of marketable securities and **$14.5 million** from sales and redemptions of marketable securities[310](index=310&type=chunk) - Financing activities included **$31.4 million** from Series A Preferred Stock issuance and **$21.5 million** from the Equity Financing Program, partially offset by **$30.3 million** paid for the repurchase of 2026 Convertible Senior Notes[311](index=311&type=chunk) [Critical Accounting Policies and Estimates](index=53&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's critical accounting policies and estimates remained unchanged during the period - No significant changes to critical accounting policies and estimates occurred during the three and six months ended June 30, 2025[314](index=314&type=chunk) [Smaller Reporting Company Status](index=53&type=section&id=Smaller%20Reporting%20Company%20Status) Luminar qualifies as a smaller reporting company and utilizes reduced disclosure requirements - Luminar is a smaller reporting company and takes advantage of certain reduced disclosure requirements[315](index=315&type=chunk) [Recent Accounting Pronouncements](index=53&type=section&id=Recent%20Accounting%20Pronouncements) Details on recent accounting pronouncements are available in Note 2 of the financial statements - Information on recent accounting pronouncements is provided in Note 2 of the notes to condensed consolidated financial statements[316](index=316&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, Luminar is not required to provide these disclosures - As a smaller reporting company, Luminar is not required to provide quantitative and qualitative disclosures about market risk[317](index=317&type=chunk) [Item 4. Controls and Procedures.](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management evaluated and concluded that the company's disclosure controls and procedures were effective as of the end of the quarter - The effectiveness of disclosure controls and procedures was evaluated and concluded to be **effective** as of June 30, 2025[319](index=319&type=chunk) - There were **no material changes** in internal control over financial reporting during the quarter ended June 30, 2025[320](index=320&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings.](index=55&type=section&id=Item%201.%20Legal%20Proceedings.) Information regarding legal proceedings is provided in Note 16 of the financial statements - Information regarding legal proceedings is incorporated by reference from Note 16 to the condensed consolidated financial statements[323](index=323&type=chunk) [Item 1A. Risk Factors.](index=55&type=section&id=Item%201A.%20Risk%20Factors.) The company updates its risk factors, emphasizing dependence on external capital, potential for stockholder dilution, and the influence of its largest stockholder [Risk Factor Summary](index=55&type=section&id=Risk%20Factor%20Summary) The company's ability to access capital is a key risk, as unfavorable terms or substantial dilution to stockholders could result - A key risk factor is the company's ability to access sources of capital to pay indebtedness and finance operations and growth, which may not be available on favorable terms or without **substantial dilution** to stockholders[325](index=325&type=chunk) [Risks Related to Ownership of Our Class A Shares](index=55&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Class%20A%20Shares) Luminar's dependency on financing, potential for dilution from future issuances, and the significant voting power of its largest stockholder pose risks to shareholders - The company is dependent on proceeds from its Equity Financing Program, Series A Preferred Stock Financing, and debt financing to meet financial obligations and fund operations[326](index=326&type=chunk) - Any future equity securities or convertible/exchangeable securities issued may have rights, preferences, and privileges more favorable than Class A common stock and would **further dilute existing stockholders**[328](index=328&type=chunk) - Austin Russell, through his ownership of Class B common stock, controls approximately **47.7% of the voting power**, giving him significant influence over corporate actions[329](index=329&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued Class A common stock in exchange for convertible notes in an unregistered transaction - On May 22, 2025, the company issued **3,050,750 shares of Class A common stock** in exchange for **$6.2 million** aggregate principal amount of 2026 Convertible Senior Notes[330](index=330&type=chunk) - These exchange transactions were conducted pursuant to an exemption from registration under **Section 4(a)(2) of the Securities Act**[331](index=331&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=56&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) No defaults upon senior securities occurred during the reported period - There were no defaults upon senior securities[332](index=332&type=chunk) [Item 4. Mine Safety Disclosures.](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Mine Safety Disclosures are not applicable[333](index=333&type=chunk) [Item 5. Other Information.](index=56&type=section&id=Item%205.%20Other%20Information.) No officers or directors adopted or terminated Rule 10b5-1 trading arrangements during the quarter - None of the company's Section 16 officers or directors adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the fiscal quarter ended June 30, 2025[334](index=334&type=chunk) [Item 6. Exhibits.](index=57&type=section&id=Item%206.%20Exhibits.) This section lists the various exhibits filed with the Form 10-Q, including corporate governance documents and key agreements - The section lists various exhibits filed, including corporate governance documents (e.g., Certificate of Designations of Series A Preferred Stock), key agreements (e.g., Securities Purchase Agreement), and certifications[335](index=335&type=chunk)[337](index=337&type=chunk) Signatures [Report Signatures](index=58&type=section&id=Report%20Signatures) The report was duly signed by the Chief Executive Officer and Chief Financial Officer on behalf of the company - The report was signed on August 13, 2025, by **Paul Ricci, Chief Executive Officer**, and **Thomas J. Fennimore, Chief Financial Officer**[340](index=340&type=chunk)