Luna(LUNA) - 2024 Q4 - Annual Results

FORM 8-K Filing Information This section provides foundational information for the Form 8-K filing, including registrant details and filing date Registrant and Filing Details This section provides the foundational information for the Form 8-K filing, including the registrant's identity, jurisdiction, contact details, and the date of the earliest reported event - The report is a Current Report on Form 8-K, filed by LUNA INNOVATIONS INCORPORATED[1][2] - The date of the earliest event reported is January 27, 2025[2] - The registrant's telephone number is (540) 769-8400[3] Securities Information This part details the company's registered securities and confirms its status regarding emerging growth company provisions Registered Securities | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :--------------------------------------- | | Common Stock, $0.001 par value per share | LUNA | Nasdaq Stock Market, LLC | - The registrant is not an emerging growth company[6] Item 2.02 Results of Operations and Financial Condition This section details the preliminary financial results for the fiscal year ended December 31, 2024 Preliminary Financial Results Announcement Luna Innovations Incorporated announced preliminary financial results for its fiscal year ended December 31, 2024, through a press release - On January 27, 2025, Luna Innovations Incorporated issued a press release providing preliminary financial results for the fiscal year ended December 31, 2024[7] - A copy of the press release is attached as Exhibit 99.1[7] Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing This section outlines the company's plans for delisting from Nasdaq and deregistering from the SEC Delisting from Nasdaq and SEC Deregistration Plan Luna Innovations announced plans to accelerate the delisting of its common stock from Nasdaq and deregister from the SEC, citing eligibility due to having fewer than 300 record holders - The Company announced plans to accelerate the delisting of its common stock from The Nasdaq Stock Market LLC and deregister under Section 12(b), Section 12(g) and Section 15(d) of the Exchange Act[8] - The Company anticipates filing a Form 25 for delisting and deregistration around February 6, 2025, with effectiveness 10 days and 90 days, respectively, after filing[8] - Eligibility for deregistration and Form 15 filing is due to having fewer than 300 holders of record of its common stock as of December 31, 2024, which immediately suspends reporting obligations under Section 13(a)[8] Post-Deregistration Trading Market Following deregistration, Luna Innovations anticipates its common stock will trade on the OTC Expert Market, though there is no guarantee that a trading market will be maintained - The Company anticipates its common stock will remain on the OTC Expert Market[9] - No guarantee can be made that a trading market in the Company's common stock in any over-the-counter market will be maintained[9] Forward-Looking Statements This section includes a standard cautionary statement regarding forward-looking statements, specifically addressing expectations about the delisting and deregistration process and associated risks, including those related to the OTC Expert Market - The report contains forward-looking statements regarding the delisting from Nasdaq and deregistration from the SEC[10] - Management cautions that these statements are predictions subject to known and unknown risks and uncertainties, which may cause actual results to differ materially[10] - Factors include risks associated with the OTC Expert Market and those detailed in the Company's Form 10-Q and subsequent SEC filings[10] Item 9.01 Financial Statements and Exhibits This section lists all exhibits accompanying the Form 8-K filing, including press releases and interactive data files Exhibits Filed This section lists the exhibits accompanying the Form 8-K filing, which include a press release and an interactive data file Exhibits | Exhibit | Description | | :------ | :---------- | | 99.1 | Press Release dated January 27, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Signatures This section confirms the official signing and submission of the Form 8-K report by an authorized corporate officer Report Signatures The Form 8-K report was duly signed on behalf of Luna Innovations Incorporated by an authorized officer - The report was signed by Ryan Stewart, SVP, General Counsel and Corporate Secretary of Luna Innovations Incorporated[13] - The report was signed on January 27, 2025[13]