Delaware |
3674 |
85-2560226 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
☒ | Smaller reporting company | |||||||
Emerging growth company |
• |
up to 6,315,000 shares of Class A Common Stock issued to the Sponsor prior to our IPO (the “ Founder Shares |
• |
up to 4,666,667 shares of Class A Common Stock that are issuable by us upon exercise of the Private Placement Warrants (the “ Private Warrant Shares |
• |
up to 8,433,333 shares (the “ Public Warrant Shares Warrant Shares Public Warrants Warrants |
• |
up to 375,189 shares (the “ Navitas Warrant Shares Navitas Warrants |
• |
up to 17,300,000 shares of Class A Common Stock (the “ PIPE Shares PIPE Investors |
• |
up to 38,047,982 shares of outstanding Class A Common Stock held by certain of our directors, officers and affiliates (collectively, the “ Long Shares |
• |
up to 4,577,659 shares of Class A Common Stock issuable upon the settlement of outstanding RSUs held by certain of our directors and officers (the “ RSU Shares |
• |
up to 4,743,138 shares of Class A Common Stock (the “ Control Earnout Shares |
• |
up to 2,548,789 shares of Class A Common Stock issuable upon exercise of outstanding options (the “ Executive Options Option Shares Control Shares |
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F-1 |
• | our financial and business performance; |
• | our ability to realize the benefits of the Merger, which may be affected by, among other things, competition and our ability to grow and manage growth profitably; |
• | changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; |
• | our product development timeline and expected start of production; |
• | the implementation, market acceptance and success of our business model; |
• | our ability to scale in a cost-effective manner; |
• | developments relating to our competitors and industry; |
• | the impact of health epidemics, including the COVID-19 pandemic, on our business and the actions we may take in response thereto; |
• | our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; |
• | our status as an emerging growth company under the Jumpstart our Business Startups Act of 2012 (“ JOBS Act |
• | our future capital requirements and sources and uses of cash; |
• | our ability to obtain funding for our operations; |
• | our business, expansion plans and opportunities; |
• | the outcome of any known and unknown litigation and regulatory proceedings; and |
• | the risks and uncertainties described in this prospectus, including under the section titled “ Risk Factors. |
• | The Company acquired all of the issued and allotted Navitas Ireland shares pursuant to the Tender Offer; |
• | Merger Sub merged with and into Navitas Delaware, with Navitas Delaware surviving as a wholly-owned subsidiary of the Company; |
• | all issued and outstanding Navitas Ireland shares (other than Navitas Ireland restricted shares) converted into an aggregate of 39,477,026 shares of Class A Common Stock; |
• | all issued and outstanding Navitas Delaware shares (other than Navitas Delaware restricted shares, shares held by the Company, Sponsor or held in treasury) converted into an aggregate of 39,477,026 shares of Class A Common Stock; |
• | all Navitas Delaware shares held in treasury were canceled without any conversion thereof; |
• | all of the outstanding options of Navitas Delaware and Navitas Ireland to acquire Navitas Delaware common stock or Navitas Ireland common shares, respectively, were assumed by the Company and converted into options to acquire an aggregate of 11,276,706 shares of Class A Common Stock; |
• | all of the outstanding Navitas Delaware restricted shares and Navitas Ireland restricted shares were assumed by the Company and converted into awards of restricted stock units (“ RSUs |
• | all of the outstanding warrants of Navitas Delaware and Navitas Ireland to acquire Navitas Delaware common stock, Navitas Delaware preferred stock, Navitas Ireland common shares, or Navitas Ireland preferred shares, respectively, were assumed by the Company and converted into warrants to acquire an aggregate of 375,189 shares of Class A Common Stock; |
• | all of the 6,315,000 outstanding shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor were converted into an aggregate of 6,315,000 shares of Class A Common Stock; and |
• | all of the outstanding Company units were separated into one share of Class A Common Stock and one-third (1/3) of one warrant to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. |
• | The cyclical nature of the semiconductor industry; |
• | The global COVID-19 pandemic or other health epidemics and outbreaks; |
• | The significant competition in the semiconductor industry; |
• | Our significant sales to end customers in China, including related Chinese end customer interests and governmental or regulatory changes; |
• | Timely and cost-effective manner development of new products or features that address end customer preferences and achieve market acceptance; |
• | Rapid technological change in the industries in which we operate; |
• | Our dependence on a limited number of distributors and end customers; |
• | Our ability to achieve design wins and to convince our current and prospective end customers to design our products into their product offerings; |
• | Reliability of our products; |
• | The complexity of our products, unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software; |
• | Our reliance on a single third-party semiconductor wafer fabrication facility and on a limited number of suppliers of other materials; |
• | Our reliance on relationships with industry and technology leaders to enhance our product offerings; |
• | Our international operations; and |
• | Our tax residence in both the United States and Ireland. |
Securities offered by the selling securityholders |
We are registering the resale by the selling securityholders named in this prospectus, or their permitted transferees, of up to (i) 4,741,667 warrants consisting of (A) up to 4,666,667 Private Placement Warrants and (B) up to 75,000 Control Warrants and (ii) up to an aggregate of 87,007,757 shares of Class A Common Stock consisting of: |
• | up to 6,315,000 Founder Shares; |
• | up to 13,100,000 Warrant Shares; |
• | up to 375,189 Navitas Warrant Shares; |
• | up to 17,300,000 PIPE Shares; and |
• | up to 49,917,568 Control Shares. |
Terms of the offering |
The selling securityholders will determine if, when and how they will dispose of the securities registered pursuant to the registration statement of which this prospectus forms a part. |
Shares of Class A Common Stock outstanding prior to the offering |
As of November 15, 2021, 117,733,507 shares of our Class A Common Stock were issued and outstanding. |
Shares of Class A Common Stock outstanding after the offering |
142,703,093 shares of Class A Common Stock (assuming the exercise for cash of warrants to purchase 13,100,000 shares of our Class A Common Stock, the purchase for cash of the 2,548,789 Option Shares, the settlement of 4,577,659 RSU Shares, and the issuance of 4,743,138 Control Earnout Shares to the selling securityholders) |
Use of proceeds |
We will not receive any proceeds from the sale of shares by the selling securityholders. We will receive the proceeds from any exercise for cash of the Warrants and the Option Shares, which we intend to use for general corporate and working capital purposes. See “ Use of Proceeds |
Risk factors |
See “ Risk Factors |
NASDAQ symbol for our Class A Common Stock |
“NVTS” |
NASDAQ symbol for our Warrants |
“NVTSW” |
• | reduced sales of our end customers’ products; |
• | the effects of catastrophic and other disruptive events at our end customers’ offices or facilities including, but not limited to, natural disasters, telecommunications failures, cyber-attacks, terrorist attacks, pandemics, epidemics or other outbreaks of infectious disease, including the current COVID-19 pandemic, breaches of security or loss of critical data; |
• | increased costs associated with potential disruptions to our end customers’ supply chain and other manufacturing and production operations; |
• | the deterioration of our end customers’ financial condition; |
• | delays and project cancellations as a result of design flaws in the products developed by our end customers; |
• | the inability of end customers to dedicate the resources necessary to promote and commercialize their products; |
• | the inability of our end customers to adapt to changing technological demands resulting in their products becoming obsolete; and |
• | the failure of our end customers’ products to achieve market success and gain broad market acceptance. |
• | timely and efficient completion of process design and device structure improvements; |
• | timely and efficient implementation of manufacturing, assembly, and test processes; |
• | the ability to secure and effectively utilize fabrication capacity in different geometries; |
• | product performance; |
• | product availability; |
• | product quality and reliability; and |
• | effective marketing, sales and service. |
• | changing end customer requirements, resulting in an extended development cycle for the product; |
• | delay in the ramp-up of volume production of the customer’s products into which our solutions are designed; |
• | delay or cancellation of the customer’s product development plans; |
• | competitive pressures to reduce our selling price for the product; |
• | the discovery of design flaws, defects, errors or bugs in the products; |
• | lower than expected end customer acceptance of the solutions designed for the customer’s products; |
• | lower than expected acceptance of our end customers’ products; and |
• | higher manufacturing costs than anticipated. |
• | international economic and political conditions and other political tensions between countries in which we do business; |
• | unexpected changes in, or impositions of, legislative or regulatory requirements, including changes in tax laws; |
• | restrictions on cross-border investment, including enhanced oversight by the Committee on Foreign Investment in the United States (“ CFIUS |
• | differing legal standards with respect to protection of intellectual property and employment practices; |
• | local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the U.S. Foreign Corrupt Practices Act of 1977 (“ FCPA |
• | exporting or importing issues related to export or import restrictions, including deemed export restrictions, tariffs, quotas and other trade barriers and restrictions; and |
• | disruptions of capital and trading markets and currency fluctuations. |
• | failure to identify, attract, reward, and retain people in leadership positions in our organization who share and further our culture, values and mission; |
• | the increasing size and geographic diversity of our workforce; |
• | competitive pressures to move in directions that may divert us from our mission, vision, and values; |
• | the continued challenges of a rapidly-evolving industry; and |
• | the increasing need to develop expertise in new areas of business that affect us. |
• | the rescheduling, increase, reduction or cancellation of significant end customer orders; |
• | the timing of end customer qualification of our products and commencement of volume sales by our end customers of systems that include our products; |
• | the timing and amount of research and development and sales and marketing expenditures; |
• | the rate at which our present and future end customers and end users adopt our technologies in our target end markets; |
• | the timing and success of the introduction of new products and technologies by us and our competitors, and the acceptance of our new products by our end customers; |
• | our ability to anticipate changing end customer product requirements; |
• | our gain or loss of one or more key end customers; |
• | the availability, cost and quality of materials and components that we purchase from third- party vendors and any problems or delays in the fabrication, assembly, testing or delivery of our products; |
• | the availability of production capacity at our third-party wafer fabrication facility or other third-party subcontractors and other interruptions in the supply chain, including as a result of materials shortages, bankruptcies or other causes; |
• | supply constraints for and changes in the cost of the other components incorporated into our end customers’ products; |
• | our ability to reduce the manufacturing costs of our products; |
• | fluctuations in manufacturing yields; |
• | the changes in our product mix or end customer mix; |
• | competitive pressures resulting in lower than expected ASPs; |
• | the timing of expenses related to the acquisition of technologies or businesses; |
• | product rates of return or price concessions in excess of those expected or forecasted; |
• | the emergence of new industry standards; |
• | product obsolescence; |
• | unexpected inventory write-downs or write-offs; |
• | costs associated with litigation over intellectual property rights and other litigation; |
• | the length and unpredictability of the purchasing and budgeting cycles of our end customers; |
• | loss of key personnel or the inability to attract qualified engineers; |
• | the quality of our products and any remediation costs; |
• | adverse changes in economic conditions in various geographic areas where we or our end customers do business; |
• | the general industry conditions and seasonal patterns in our target end markets; |
• | other conditions affecting the timing of end customer orders or our ability to fill orders of end customers subject to export control or U.S. economic sanctions; and |
• | geopolitical events, such as war, threat of war or terrorist actions, or the occurrence of pandemics, epidemics or other outbreaks of disease, including the current COVID-19 pandemic, or natural disasters, and the impact of these events on the factors set forth above. |
• | discontinue selling, importing or using certain technologies that contain the allegedly infringing intellectual property which could cause us to stop manufacturing certain products; |
• | seek to develop non-infringing technologies, which may not be feasible; |
• | incur significant legal expenses; |
• | pay substantial monetary damages to the party whose intellectual property rights we may be found to be infringing; and/or |
• | we or our end customers could be required to seek licenses to the infringed technology that may not be available on commercially reasonable terms, if at all. |
• | changes in the industries in which we and our end customers operate; |
• | developments involving our competitors; |
• | developments involving our suppliers; |
• | actual or anticipated fluctuations in our results of operations due to, among other things, changes in end customer demand, product life cycles, pricing, ordering patterns, and unforeseen operating costs; |
• | changes in laws and regulations affecting our business, including export control laws; |
• | variations in our operating performance and the performance of our competitors in general; |
• | actual or anticipated fluctuations in our quarterly or annual operating results; |
• | publication of research reports by securities analysts about us or our competitors or our industry or failure of securities analysts to initiate coverage, or to continue to cover us, changes in financial estimates or ratings by any securities analysts who follow us, or failure to meet these estimates or the expectations of investors; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | actions by stockholders, including the sale by the third-party PIPE Investors of any of their shares of our Class A Common Stock; |
• | additions and departures of executive officers or key personnel; |
• | commencement of litigation involving us; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | announcements by significant end customers of changes to their product offerings, business plans, or strategies; |
• | announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments |
• | the volume of shares of our Class A Common Stock available for public sale; and |
• | general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, inflation, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism. |
• | other events or factors, including those resulting from war, incidents of terrorism, the COVID-19 pandemic or responses to these events. |
• | a classified board of directors with three-year staggered terms, which may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control of us or our management; |
• | no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
• | the exclusive right of our board to elect a director to fill a vacancy created by, among other things, the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from filling vacancies on our board; |
• | the ability of our board to authorize the issuance of shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | the ability of our board to alter the bylaws without obtaining stockholder approval; |
• | a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders; |
• | the requirement that a special meeting of stockholders may be called only by a majority vote of our board, which may delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take action, including the removal of directors; and |
• | advance notice procedures that stockholders must comply with in order to nominate candidates to our board or to propose matters to be acted upon at an annual meeting or special meeting of stockholders, which may discourage or delay a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us until the next stockholder meeting or at all. |
• | may significantly dilute the equity interests of our investors; |
• | may subordinate the rights of holders of Class A Common Stock if preferred stock is issued with rights senior to those afforded our Class A Common Stock; |
• | could cause a change in control if a substantial number of shares of our Class A Common Stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our Class A Common Stock and/or Public Warrants. |
Historical |
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LOKB |
Navitas |
5 Pro Forma Adjustments |
Pro Forma Balance Sheet |
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ASSETS |
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Current assets: |
||||||||||||||||||
Cash and cash equivalents |
$ | 14 | $ | 11,075 | $ | 283,694 | 5(a) | $ | 294,783 | |||||||||
Accounts receivable, net |
— | 5,570 | — | 5,570 | ||||||||||||||
Inventory |
— | 11,719 | — | 11,719 | ||||||||||||||
Prepaid expenses and other current assets |
305 | 4,737 | (305 | ) | 5(b) | 4,737 | ||||||||||||
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|
|
|
|
|
|
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Total current assets |
319 | 33,101 | 283,389 | 316,809 | ||||||||||||||
Property and equipment, net |
— | 1,616 | — | 1,616 | ||||||||||||||
Intangible assets, net |
— | 258 | — | 258 | ||||||||||||||
Notes receivable |
— | 210 | 210 | |||||||||||||||
Other assets and deposits |
— | 240 | — | 240 | ||||||||||||||
Cash and marketable securities held in trust account |
253,082 | — | (253,082 | ) | 5(c) | — | ||||||||||||
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|
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|
|
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|
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Total assets |
$ | 253,401 | $ | 35,425 | $ | 30,307 | $ | 319,133 | ||||||||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
||||||||||||||||||
Accounts payable and accrued expenses |
$ | 298 | $ | 8,383 | $ | 4,502 | 5(n) | $ | 13,183 | |||||||||
Current debt obligations |
— | 3,200 | — | 3,200 | ||||||||||||||
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|
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|
|
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Total current liabilities |
298 | 11,583 | 4,502 | 16,383 | ||||||||||||||
Long-term debt, net of current portion |
— | 4,513 | — | 4,513 | ||||||||||||||
Derivative warrant liabilities |
24,890 | — | — | 24,890 | ||||||||||||||
Other long-term liabilities |
— | 75 | 84,218 | 5(m) | 84,293 | |||||||||||||
Deferred underwriting fee payable |
8,067 | — | (8,067 | ) | 5(d) | — | ||||||||||||
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|
|
|
|
|
|
|||||||||||
Total liabilities |
33,255 | 16,171 | 80,653 | 130,079 | ||||||||||||||
LOKB common stock subject to possible redemption |
253,000 | — | (253,000 | ) | 5(e) | — | ||||||||||||
Navitas Series A convertible preferred shares, $0.0001 par value |
— | 14,970 | (14,970 | ) | 5(f) | — | ||||||||||||
Navitas Series B convertible preferred shares, $0.0001 par value |
— | 27,371 | (27,371 | ) | 5(f) | — | ||||||||||||
Navitas Series B-1 convertible preferred shares, $0.0001 par value |
— | 14,786 | (14,786 | ) | 5(f) | — | ||||||||||||
Navitas Series B-2 convertible preferred shares, $0.0001 par value |
— | 52,379 | (52,379 | ) | 5(f) | — | ||||||||||||
Shareholders’ Equity: |
||||||||||||||||||
Navitas common shares, $0.0001 par value |
— | 3 | (3 | ) | 5(g) | — | ||||||||||||
LOKB Class A common stock, $0.0001 par value |
— | — | — | 5(h) | — | |||||||||||||
LOKB Class B common stock, $0.0001 par value per share |
1 | — | (1 | ) | 5(h) | — | ||||||||||||
Surviving Pubco Class A common stock, $0.0001 par value |
— | — | 13 | 5(j) | 13 | |||||||||||||
Additional paid-in capital |
— | 18,567 | 325,678 | 5(k) | 344,245 | |||||||||||||
Accumulated deficit |
(32,855 | ) | (108,820 | ) | (13,527 | ) | 5(b)(i)(n) | (155,202 | ) | |||||||||
Accumulated other comprehensive loss |
— | (2 | ) | — | (2 | ) | ||||||||||||
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Total shareholders’ equity attributable to common shareholders |
(32,854 | ) | (90,252 | ) | 312,160 | 189,054 | ||||||||||||
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Total liabilities, common stock subject to possible redemption, convertible preferred shares and shareholders’ equity |
$ | 253,401 | $ | 35,425 | $ | 30,307 | $ | 319,133 | ||||||||||
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Historical |
||||||||||||||||||||||
LOKB |
Navitas |
6 Pro Forma Adjustments |
Pro Forma Statement of Operations |
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Revenue, net |
$ | — | $ | 16,398 | $ | — | $ | 16,398 | ||||||||||||||
Cost of goods sold |
— | 8,962 | — | 8,962 | ||||||||||||||||||
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Gross profit |
— | 7,436 | — | 7,436 | ||||||||||||||||||
Operating expenses: |
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Research and development |
— | 16,325 | 3,619 | 6(a) | 19,944 | |||||||||||||||||
Selling, general, and administrative |
— | 23,713 | 5,256 | 6(a), 6(d) | 28,969 | |||||||||||||||||
Formation costs and other operating expenses |
1,875 | — | — | 1,875 | ||||||||||||||||||
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Total operating expenses |
1,875 | 40,038 | 8,875 | 50,788 | ||||||||||||||||||
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Loss from operations |
(1,875 | ) | (32,602 | ) | (8,875 | ) | (43,352 | ) | ||||||||||||||
Other income (expense), net: |
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Interest income |
68 | 4 | (68 | ) | 6(b) | 4 | ||||||||||||||||
Interest expense |
— | (203 | ) | — | (203 | ) | ||||||||||||||||
Other income (expense), net |
(4,454 | ) | — | — | (4,454 | ) | ||||||||||||||||
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Total other income (expense), net |
(4,386 | ) | (199 | ) | (68 | ) | (4,653 | ) | ||||||||||||||
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|
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Income (loss) before income taxes |
(6,261 | ) | (32,801 | ) | (8,943 | ) | (48,005 | ) | ||||||||||||||
Income tax expense |
(37 | ) | — | (37 | ) | |||||||||||||||||
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Net income (loss) |
$ | (6,261 | ) | $ | (32,838 | ) | $ | (8,943 | ) | $ | (48,042 | ) | ||||||||||
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Weighted average shares outstanding of Class A common stock |
25,300 | 17,949 | — | 117,706 | 6(c) | |||||||||||||||||
Basic and diluted net loss per share, Class A common stock |
$ | (0.20 | ) | $ | (1.83 | ) | $ | — | $ | (0.41 | ) | 6(c) | ||||||||||
Weighted average shares outstanding of Class B non-redeemable common stock |
6,325 | — | — | — | 6(c) | |||||||||||||||||
Basic and diluted net income per share, Class B non-redeemable common stock |
$ | (0.20 | ) | $ | — | $ | — | $ | — | 6(c) |
Historical |
||||||||||||||||||||
LOKB |
Navitas |
6 Pro Forma Adjustments |
Pro Forma Statement of Operations |
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Revenue, net |
$ | — | $ | 11,849 | $ | — | $ | 11,849 | ||||||||||||
Cost of goods sold |
— | 8,134 | — | 8,134 | ||||||||||||||||
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|
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Gross profit |
— | 3,715 | — | 3,715 | ||||||||||||||||
Operating expenses: |
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Research and development |
— | 13,049 | 6,876 | 6(a) | 19,925 | |||||||||||||||
Selling, general, and administrative |
— | 9,469 | 4,989 | 6(a) | 14,458 | |||||||||||||||
Formation costs and other operating expenses |
137 | — | 13,222 | 6(d), (e) | 13,359 | |||||||||||||||
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Total operating expenses |
137 | 22,518 | 25,087 | 47,742 | ||||||||||||||||
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Loss from operations |
(137 | ) | (18,803 | ) | (25,087 | ) | (44,027 | ) | ||||||||||||
Other income (expense), net: |
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Interest income |
19 | 4 | (19 | ) | 6(b) | 4 | ||||||||||||||
Interest expense |
— | (240 | ) | — | (240 | ) | ||||||||||||||
Other income (expense), net |
(3,601 | ) | — | — | (3,601 | ) | ||||||||||||||
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Total other income (expense), net |
(3,582 | ) | (236 | ) | (19 | ) | (3,837 | ) | ||||||||||||
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Income (loss) before income taxes |
(3,719 | ) | (19,039 | ) | (25,106 | ) | (47,864 | ) | ||||||||||||
Income tax expense |
— | (5 | ) | — | (5 | ) | ||||||||||||||
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Net income (loss) |
$ | (3,719 | ) | $ | (19,044 | ) | $ | (25,106 | ) | $ | (47,869 | ) | ||||||||
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|||||||||||||
Weighted average shares outstanding of Class A common stock |
4,276 | 14,847 | — | 106,930 | 6(c) | |||||||||||||||
Basic and diluted net loss per share, Class A common stock |
$ | (0.37 | ) | $ | (1.28 | ) | $ | — | $ | (0.45 | ) | 6(c) | ||||||||
Weighted average shares outstanding of Class B non-redeemable common stock |
5,645 | — | — | — | 6(c) | |||||||||||||||
Basic and diluted net loss per share, Class B non-redeemable common stock |
$ | (0.37 | ) | $ | — | $ | — | $ | — | 6(c) |
• | the (a) historical audited financial statements of LOKB as of December 31, 2020 and for the period August 12, 2020 through December 31, 2020 and (b) historical unaudited condensed financial statements of LOKB as of and for the nine months ended September 30, 2021; and |
• | the (a) historical audited consolidated financial statements of Navitas as of and for the years ended December 31, 2020 and December 31, 2019 and (b) historical unaudited condensed consolidated financial statements of Navitas as of and for the nine months ended September 30, 2021. |
• | The former owners of Navitas hold the largest portion of voting rights in the combined company; |
• | Navitas has the right to appoint a majority of the directors in the combined company; |
• | Navitas’ existing senior management team will comprise senior management of the combined company; |
• | The operations of the combined company will represent the operations of Navitas; |
• | The combined company will assume Navitas’ name and headquarters. |
Shares |
% |
|||||||
Equity Capitalization Summary |
||||||||
Navitas Equityholders(1) |
94,756,101 | 71.0 | % | |||||
LOKB Public Shareholders(2) |
15,164,456 | 11.3 | % | |||||
LOKB Sponsor(3) |
6,315,000 | 4.7 | % | |||||
PIPE Investors(4) |
17,300,000 | 13.0 | % | |||||
|
|
|
|
|||||
Total Class A common stock of Surviving Company |
133,535,557 | 100.0 | % | |||||
|
|
|
|
(1) | Includes 78,954,051 shares of Class A Common Stock issued to Navitas Shareholders and 15,802,050 shares of Class A Common Stock reserved for issuance in respect of (i) options issued in exchange for the release and extinguishment of outstanding pre-business combination Navitas Options, (ii) restricted stock issued in exchange for the release and extinguishment of outstanding pre-business combination Navitas Restricted Shares, (iii) restricted stock units issued in exchange for the release and extinguishment of outstanding pre-business combination Navitas Restricted Stock Units and (iv) warrants issued in exchange for the release and extinguishment of outstanding pre-business combination Navitas Warrants, in each case that may be exercised at a later date. |
(2) | Reflects redemptions of 10,135,544 shares of Class A Common Stock for aggregate Redemption payments of $101.4 million using a per-share Redemption Price of $10.00 from the Trust Account. |
(3) | Assumes the 1,265,000 shares of Class A Common Stock that will be subject to forfeiture in accordance with the Sponsor Letter Amendment are treated as if owned by the Sponsor, although they will be held subject to forfeiture and cancellation by the Company. |
(4) | Reflects the consummation of the PIPE Financing for aggregate proceeds of $173.0 million, with 17,300,000 shares of Class A Common Stock issued to the PIPE Investors. |
(a) | To reflect the net cash proceeds from the Business Combination and the PIPE Financing as follows: |
Release of Trust Account |
$ | 253,082 | 5 | (c) | ||||
Redemptions of LOKB Class A Common shares |
(101,388 | ) | 5 | (l) | ||||
Payment of LOKB deferred underwriting fee payable |
(8,067 | ) | 5 | (d) | ||||
Payment of other transaction expenses |
(32,933 | ) | 5 | (i) | ||||
Proceeds from PIPE Financing (see Note 1 above) |
173,000 | 5 | (k) | |||||
|
|
|||||||
Cash and cash equivalents |
$ | 283,694 | ||||||
|
|
(b) | To reflect the reclassification of $305 of transaction expense prepaid by LOKB to accumulated deficit upon completion of the Business Combination. |
(c) | To reflect the release of $253,082 from the Trust Account (see Note 5(a)). |
(d) | To reflect the settlement of $8,067 of deferred underwriting fees incurred during LOKB’s IPO that are contractually due upon completion of the Business Combination (see Note 5(a)). |
(e) | Assuming no shares of Class A Common Stock are redeemed, the LOKB shares of Class A Common Stock subject to possible redemption of $253,000 would be transferred to permanent equity (see Note 5(k)). |
(f) | To reflect the recapitalization of the combined company through the exchange of Navitas redeemable convertible preferred stock for common stock of the post-combination company. |
(g) | To reflect the recapitalization of the combined company through the exchange of Navitas common stock for common stock of post-combination company. |
(h) | To reflect the recapitalization of the combined company through the exchange of LOKB common stock for the common stock of post-combination company. |
(i) | To reflect the payment of transaction expenses of $32,933, net of $8,067 of deferred underwriting fees, from proceeds released from the Trust Account and proceeds from the PIPE Financing (see Note 5(a)). Of the $32,933, transaction expenses totaling $24,213 represent incremental costs directly attributable to the Business Combination and PIPE Financing and as such, are charged against the proceeds of the transaction, while $8,720 represent financial advisory fees incurred by LOKB that are not considered to be offering costs and are reflected as an adjustment to expenses in the year ended December 31, 2020. |
(j) | To reflect the reclassification from additional paid in capital to par value of common stock for 133,535,609 shares of post-combination company at $0.0001. |
(k) | To reflect the recapitalization of the combined company through the exchange of all the share capital of LOKB and Navitas for common stock of post-business combination LOKB and the following equity transactions: |
Reclassification of common stock subject to possible redemption |
$ | 253,000 | 5 | (e) | ||||
Redemption of Class A Common shares |
$ | (101,388 | ) | 5 | (l) | |||
Reclassification of Navitas’ redeemable convertible preferred shares to permanent equity |
109,506 | 5 | (f) | |||||
Reclassification of post-combination company common stock par value |
(13 | ) | 5 | (j) | ||||
Proceeds from PIPE Financing (see Note 1 above) |
173,000 | 5 | (a) |
Reclassification of Navitas’ ordinary shares par value to additional paid in capital. |
3 | 5 | (g) | |||||
Reclassification of LOKB common stock par value to additional paid in capital. |
1 | 5 | (h) | |||||
Payments of transaction expenses |
(24,213 | ) | 5 | (i) | ||||
Reclassification of contingent consideration from additional paid in capital. |
(84,218 | ) | 5 | (m) | ||||
|
|
|||||||
Total shareholders’ equity |
$ | 325,678 | ||||||
|
|
(l) | Reflects the redemption of 10,135,544 shares of Class A Common Stock for $101,388. |
(m) | To record a contingent consideration liability for the fair value of the Earnout Shares attributable to non-employee equityholders. The Company assessed the Earnout and has concluded that the Earnout Shares for non-employees (estimated to be approximately 7,310,000 shares) will be classified as a liability and measured at fair value with changes in fair value recorded in current earnings. The portion of the Earnout related to Navitas Employee equityholders (estimated to be 2,690,000 shares), which is subject to vesting, will be accounted for under ASC 718 for classification and measurement – see Note 6(a). The Company determined the fair value of the Earnout Shares as of October 19, 2021 to be $11.52 per share using the Monte Carlo simulation method. The fair value is based on the simulated price of the Company under twenty thousand scenarios over the five-year maturity date of the contingent consideration. The key inputs used in the determination of the fair value included exercise prices of $12.50, $17.00 and $20.00, volatility of 47% (based on the implied volatility of 13 comparable public companies), LOKB common share price of $13.38, and a risk-free rate of return of 1.17%. Post-combination, the fair value of the contingent consideration liability will be remeasured each reporting period and changes in value will be reflected in net income (loss). For every $1 change in the per share fair value of the Earnout Shares, the contingent consideration liability will change by approximately $7.3 million. |
(n) | The Stamp Duty Amount of $4,502 is an obligation of LOKB equal to 1% of the value of the transferred Navitas Ireland shares (at the time of transfer), which is payable in the tax year in which the transfer occurs. The Stamp Duty Amount is reflected as an accrued liability and a reduction of shareholders equity as of September 30, 2021. |
(a) | To record share-based compensation expense related to Earnout Shares attributable to Eligible Company Employee equityholders, based on the estimated fair value of the Earnout at the Closing, amortized for the respective vesting periods of each statement of operations presented herein, as if vesting began January 1, 2020. The expense adjustment is allocated between selling, general and administrative expense and research and development expense based on the relative allocation of operating expenses between the two categories for each of the respective periods presented because the Company has not yet performed an allocation of the Earnout Shares to individual employees. As of September 30, 2021, unrecognized compensation expense of $10.2 million is expected to be recognized over a weighted average period of 1.08 years. |
(b) | To eliminate interest income and unrealized gains earned on the Trust Account which will be released upon closing of the Business Combination. |
(c) | The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of post-business combination LOKB shares of Class A Common Stock outstanding at the closing of the Business Combination and the PIPE Financing assuming they each occurred on January 1, 2020. For the issuance of additional shares in connection with the Business Combination, the calculations assume the shares were outstanding at the beginning of the periods presented. When assuming redemptions, the calculations are adjusted to eliminate such shares for the entire periods. As the unaudited pro forma condensed combined statements of operations are in a loss position, anti-dilutive instruments were not included in the calculation of diluted weighted average number of common shares outstanding (see Note 4(a) above). |
(In thousands) |
Nine months ended September 30, 2021 |
Year ended December 31, 2020 |
||||||
Warrants to purchase common shares (Navitas Warrants) |
1,283 | 1,283 | ||||||
Stock options potentially exercisable for common shares |
10,398 | 11,860 | ||||||
Restricted stock units potentially exercisable for common shares |
4,135 | — | ||||||
Shares underlying Public Warrants of LOKB |
8,433 | 8,433 | ||||||
Shares underlying Private Placement Warrants of LOKB |
4,667 | 4,667 | ||||||
|
|
|
|
|||||
28,916 | 26,243 | |||||||
|
|
|
|
(d) | The Stamp Duty Amount of $4,502 is an obligation of LOKB equal to 1% of the value of the transferred Navitas Ireland shares (at the time of transfer), which is payable in the tax year in which the transfer occurs. |
(e) | To reflect the payment of estimated transaction expenses of $8,720, which represent financial advisory fees incurred by LOKB that are not considered to be offering costs and are reflected as an adjustment to expenses in the year ended December 31, 2020. |
• | our overall product mix and sales volumes; |
• | gains and losses in market share and design win traction; |
• | pace at which technology is adopted in our end markets; |
• | the stage of our products in their respective life cycles; |
• | the effects of competition and competitive pricing strategies; |
• | availability of specialized field application engineering resources supporting demand creation and end customer adoption of new products; |
• | achieving acceptable yields and obtaining adequate production capacity from our wafer foundries and assembly and test subcontractors; |
• | market acceptance of our end customers’ products; governmental regulations influencing our markets; and |
• | the global and regional economic cycles. |
Three Months Ended September 30, |
Change $ |
Change % |
Nine Months Ended September 30, |
Change $ |
Change % |
|||||||||||||||||||||||||||
(dollars in thousands) |
2021 |
2020 |
2021 |
2020 |
||||||||||||||||||||||||||||
Revenue |
$ | 5,631 | $ | 3,500 | $ | 2,131 | 61 | % | $ | 16,398 | $ | 7,196 | $ | 9,202 | 128 | % | ||||||||||||||||
Cost of goods sold |
3,032 | 2,184 | 848 | 39 | % | 8,962 | 5,027 | 3,935 | 78 | % | ||||||||||||||||||||||
|
|
|
|
|
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|
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Gross profit |
2,599 | 1,316 | 1,283 | 97 | % | 7,436 | 2,169 | 5,267 | 243 | % | ||||||||||||||||||||||
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|
|
|
|
|
|
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Operating expenses: |
||||||||||||||||||||||||||||||||
Research and development |
5,804 | 3,062 | 2,742 | 90 | % | 16,325 | 8,142 | 8,183 | 101 | % | ||||||||||||||||||||||
Selling, general and administrative |
3,550 | 2,241 | 1,309 | 58 | % | 23,713 | 5,624 | 18,089 | 322 | % | ||||||||||||||||||||||
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|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total operating expenses |
9,354 | 5,303 | 4,051 | 40,038 | 13,766 | 26,272 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Loss from operations |
(6,755 | ) | (3,987 | ) | (32,602 | ) | (11,597 | ) | ||||||||||||||||||||||||
Interest expense, net |
(75 | ) | (63 | ) | (12 | ) | 19 | % | (199 | ) | (172 | ) | (27 | ) | 16 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Loss before income taxes |
(6,830 | ) | (4,050 | ) | (32,801 | ) | (11,769 | ) | ||||||||||||||||||||||||
Income tax expense |
13 | — | 13 | — | % | 37 | 6 | 31 | 517 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net loss |
$ | (6,843 | ) | $ | (4,050 | ) | $ | (2,793 | ) | 69 | % | $ | (32,838 | ) | $ | (11,775 | ) | $ | (21,063 | ) | 179 | % | ||||||||||
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
||||||||
2021 |
2020 |
|||||||
(in thousands) |
||||||||
Consolidated Statements of Cash Flows Data: |
||||||||
Net cash used in operating activities |
$ | (24,792 | ) | $ | (12,785 | ) | ||
Net cash used in investing activities |
(2,525 | ) | (223 | ) | ||||
Net cash (used in) provided by financing activities |
(476 | ) | 53,991 |
(in thousands) | Remainder of 2021 |
2022 | 2023 | 2024 | 2025 | Thereafter | Total | |||||||||||||||||||||
Operating lease obligations |
$ | 275 | $ | 911 | $ | 530 | $ | 154 | $ | — | $ | — | $ | 1,870 | ||||||||||||||
Debt obligations payable |
800 | 3,200 | 3,200 | 533 | — | — | 7,733 | |||||||||||||||||||||
Interest on debt obligations 1 |
75 | 222 | 92 | 2 | — | 391 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 1,150 | $ | 4,333 | $ | 3,822 | $ | 689 | $ | — | $ | — | $ | 9,994 | ||||||||||||||
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|
|
1 |
Interest is projected based on current rates and scheduled principal payments. |
• | Industry-Leading IP Position and Proprietary Design Support. |
• | Differentiated GaN Power Solutions with Significant Barriers to Entry. |
• | Established Relationships with Key Partners and End Customers. |
• | Proven Leadership Team of Tenured Industry Experts. . |
• | Acceleration of Technology Development and Innovation. |
• | Expansion into New End Markets and Geographies. |
• | Selective Acquisitions of Complementary Technologies. |
1. | GaN wafer and assembly (packaging) prices may not be reduced by suppliers as fast as expected or committed, especially if the global semiconductor shortage continues to last until 2022 or 2023. |
2. | GaN manufacturing yields, while demonstrated over 90% on a stable, multi-month basis, could deteriorate causing manufacturing costs of GaN IC to increase. |
3. | Silicon controllers, which are an important compliment to GaN power ICs used in all mobile chargers, are expected to decrease pricing in the future but price increases could occur, especially if the global semiconductor shortage continues to last until 2022 or 2023 and such prices are not directly controlled by Navitas. |
4. | Passive and mechanical components (inductors, transformers, capacitors, PCB, plastic housing, etc.) are an important compliment to GaN power ICs used in all mobile chargers and are important cost reduction elements as they generally decrease in size, weight and cost when GaN increases the charger switching frequency, compared to silicon-based chargers. Despite expected or committed cost reductions for these passive and mechanical components, it is possible that such cost reductions will not materialize as such prices are not directly controlled by Navitas. |
Name |
Age |
Position(s) | ||||
Gene Sheridan |
55 | Chairman, President, Chief Executive Officer and Director | ||||
Daniel Kinzer |
64 | Chief Operating Officer, Chief Technology Officer and Director | ||||
Todd Glickman |
37 | Senior Vice President, Interim Chief Financial Officer and Treasurer | ||||
Richard J. Hendrix (1) (2) |
56 | Director | ||||
Brian Long (2)(3) |
65 | Director | ||||
David Moxam (1)(2) |
65 | Director | ||||
Dipender Saluja (3) |
57 | Director | ||||
Gary K. Wunderlich, Jr. (1)(3) |
51 | Director |
(1) | Member of the audit committee. |
(2) | Member of the compensation committee. |
(3) | Member of the nominating and corporate governance committee. |
• | assisting the board in the oversight of (i) accounting and financial reporting processes of the Company and the audits of the financial statements of the Company, (ii) preparation and integrity of the financial statements of Company, (iii) compliance by the Company with financial statement and regulatory requirements, (iv) performance of the Company’s internal finance and accounting personnel and its independent registered public accounting firms, and (v) qualifications and independence of the Company’s independent registered public accounting firms; |
• | reviewing with each of the internal and independent registered public accounting firms the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation; |
• | reviewing and discussing with management and internal auditors the Company’s system of internal control and discuss with the independent registered public accounting firm any significant matters regarding internal controls over financial reporting that have come to its attention during the conduct of its audit; |
• | reviewing and discussing with management, internal auditors and independent registered public accounting firm the Company’s financial and critical accounting practices, and policies relating to risk assessment and management; |
• | receiving and reviewing reports of the independent registered public accounting firm discussing (i) all critical accounting matters in the firm’s audit of the Company’s financial statements, (ii) all alternative treatments of financial information within U.S. GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, and (iii) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences; |
• | reviewing and discussing with management and the independent registered public accounting firm the annual and quarterly financial statements and section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations 10-K and Quarterly Reports on Form 10-Q; |
• | reviewing, or establishing, standards for the type of information and the type of presentation of such information to be included in, earnings press releases and earnings guidance provided to analysts and rating agencies; |
• | discussing with management and the independent registered public accounting firm any changes in Company’s critical accounting principles and the effects of alternative U.S. GAAP methods, off-balance sheet structures and regulatory and accounting initiatives; |
• | reviewing material pending legal proceedings involving the Company and other contingent liabilities; |
• | meeting periodically with the Chief Executive Officer, Chief Financial Officer, the senior internal auditing executive and the independent registered public accounting firm in separate executive sessions to discuss results of examinations; |
• | reviewing and approving all transactions between the Company and related parties or affiliates of the officers of the Company requiring disclosure under Item 404 of Regulation S-K prior to the Company entering into such; |
• | establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees or contractors of concerns regarding questionable accounting or accounting matters; |
• | reviewing periodically with the Company’s management, the independent registered public accounting firm and outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and |
• | establishing policies for the hiring of employees and former employees of the independent registered public accounting firm. |
• | reviewing the performance of the Chief Executive Officer and executive management; |
• | assisting the board in developing and evaluating potential candidates for executive positions (including Chief Executive Officer); |
• | reviewing and approving goals and objectives relevant to the Chief Executive Officer and other executive officer compensation, evaluating the Chief Executive Officer’s and other executive officers’ performance in light of these corporate goals and objectives, and setting Chief Executive Officer and other executive officer compensation levels consistent with its evaluation and the Company’s philosophy; |
• | approving the salaries, bonus and other compensation for all executive officers; |
• | reviewing and approving compensation packages for new corporate officers and termination packages for corporate officers as requested by management; |
• | reviewing and discussing with the Company’s board and senior officers plans for officer development and corporate succession plans for the Chief Executive Officer and other senior officers; |
• | reviewing and making recommendations concerning executive compensation policies and plans; |
• | reviewing and recommending to the board the adoption of or changes to the compensation of the Company’s directors; |
• | reviewing and approving the awards made under any executive officer bonus plan, and providing an appropriate report to the Company’s board; |
• | reviewing and making recommendations concerning long-term incentive compensation plans, including the use of stock options and other equity-based plans, and, except as otherwise delegated by the Company’s board, acting as the “Plan Administrator” for equity-based and employee benefit plans; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees; |
• | reviewing periodic reports from management on matters relating to the Company’s personnel appointments and practices; |
• | assisting management in complying with the Company’s proxy statement and annual report disclosure requirements; |
• | issuing an annual Report of the Compensation Committee on Executive Compensation for the Company’s annual proxy statement in compliance with applicable SEC rules and regulations; |
• | annually evaluating the committee’s performance and the committee’s charter and recommending to the any proposed changes to the charter or the committee; and |
• | undertaking all further actions and discharging all further responsibilities imposed upon the committee from time to time by the Company’s board, the federal securities laws or the rules and regulations of the SEC. |
• | developing and recommending to the board the criteria for appointment as a director; |
• | identifying, considering, recruiting and recommending candidates to fill new positions on the Company’s board; |
• | reviewing candidates recommended by stockholders; |
• | conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates; and |
• | recommending director nominees for approval by the Company’s board and election by the stockholders at the next annual meeting. |
Name |
Position | |
Gene Sheridan |
Chief Executive Officer | |
Daniel Kinzer |
Chief Technology Officer and Chief Operating Officer | |
Todd Glickman |
Vice President Finance |
Compensation Purpose | ||
Base Salary |
Base salaries are intended to provide compensation consistent with each NEO’s responsibilities, experience and performance in relation to the marketplace. | |
Cash Bonus |
Cash bonuses are intended to incentivize and reward employees for contributions to the company’s performance. | |
Equity Compensation |
Stock options are used to provide a strong incentive for creation of long-term shareholder value through promoting an employee ownership culture, as stock options may be exercised to provide value to executives to the extent our stock price appreciates after the grant date. Stock options granted as part of the Company’s long-term incentive plans generally vest in equal installments on each of the monthly anniversaries of the grant date over a period of four years, which may include a one-year cliff vesting date, to enhance retention and long-term thinking. In some cases, our board has also utilized milestone-based vesting to incentivize specific outcomes and to correlate the vesting level to value creation. |
Name and principal position |
Fiscal Year |
Salary ($) |
Bonus ($)(1) |
Option Awards ($)(2) |
All Other Compensation ($)(3) |
Total ($) |
||||||||||||||||||
Gene Sheridan |
2020 | $ | 375,000 | — | $ | — | $ | 11,400 | $ | 386,400 | ||||||||||||||
Chief Executive Officer |
2019 | $ | 375,000 | — | $ | — | $ | 11,200 | $ | 386,200 | ||||||||||||||
Daniel Kinzer |
2020 | $ | 350,000 | $ | 10,000 | $ | — | $ | 11,400 | $ | 371,400 | |||||||||||||
Chief Technology Officer/Chief Operating Officer |
2019 | $ | 350,000 | — | $ | — | $ | 11,200 | $ | 361,200 | ||||||||||||||
Todd Glickman |
2020 | $ | 210,060 | $ | 45,000 | $ | — | $ | 10,202 | $ | 265,262 | |||||||||||||
Vice President Finance & Treasurer |
2019 | 207,396 | 17,600 | 8,296 | 233,292 |
(1) | Reflects cash bonuses paid pursuant to Navitas’ informal annual cash bonus plan. |
(2) | Excludes options to purchase 135,000 shares of Navitas Delaware Stock granted to Mr. Glickman on October 15, 2020. These stock options have been cancelled pursuant to the option cancellation agreement between Navitas Delaware and Mr. Glickman, dated May 26, 2021. For further information see section titled “ Change-In-Control-Benefits Stock Grants, Option Awards and Amendments to Executive Officer Employment Agreements |
(3) | Amounts reported under “ All Other Compensation |
Fair Market Value |
Legacy Navitas Restricted Stock Units of Mr. Sheridan becoming eligible for vesting |
Legacy Navitas Restricted Stock Units of Mr. Kinzer becoming eligible for vesting | ||
$500,000,000 |
2,200,000 | 740,000 | ||
$550,000,000 |
2,275,000 | 810,000 | ||
$600,000,000 |
2,350,000 | 870,000 | ||
$650,000,000 |
2,425,000 | 940,000 | ||
$700,000,000 |
2,500,000 | 1,000,000 |
Vesting Date |
RSUs Subject to Vesting | |
Closing Date |
52,500 | |
9/15/22 |
33,750 | |
9/15/23 |
33,750 | |
1/15/24 |
6,250 | |
9/15/24 |
8,750 |
Fair Market Value |
Navitas Restricted Stock Units of Mr. Glickman becoming eligible for vesting | |
$500,000,000 |
250,000 RSUs | |
$700,000,000 |
500,000 RSUs |
Name |
Amount of Note |
Number of Shares of Restricted Stock Granted |
||||||
Gene Sheridan |
$ | 796,987 | 2,748,232 | |||||
Daniel Kinzer |
$ | 278,059 | 958,823 | |||||
Todd Glickman |
$ | 210,000 | 373,915 |
Name |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||||||||
Gene Sheridan |
3/28/2018 | 1,404,843 | (1) | 417,657 | (1) | $ | 0.20 | 3/27/2028 | ||||||||||||
Daniel Kinzer |
3/28/2018 | 702,421 | (2) | 208,829 | (2) | $ | 0.20 | 3/27/2028 | ||||||||||||
Todd Glickman |
9/3/2015 | 140,000 | (3) | — | $ | 0.13 | 9/2/2025 | |||||||||||||
3/28/2018 | 62,437 | (4) | 18,563 | 0.20 | 3/27/2028 | |||||||||||||||
8/19/2019 | 35,000 | (5) | 45,000 | 0.22 | 8/18/2029 |
(1) | The unvested portion of the award vests monthly, in eleven ratable installments, and fully vested on November 16, 2021. Under the original award, 25% of the shares underlying the award vest one year from the vesting commencement date, November 16, 2017. Thereafter, 1/48 of the shares underlying the award vest each month from the first anniversary of the vesting commencement date. The award vests in full upon a change in control, which includes the consummation of the Business Combination. |
(2) | The unvested portion of the award vests monthly, in eleven ratable installments, and fully vested on November 16, 2021. Under the original award, 25% of the shares underlying the award vest one year from the vesting commencement date, November 16, 2017. Thereafter, 1/48 of the shares underlying the award vest each month from the first anniversary of the vesting commencement date. The award vests in full upon a change in control, which includes the consummation of the Business Combination. |
(3) | The award became fully vested on July 15, 2019. |
(4) | The vesting commencement date was November 16, 2017 and the award will be fully vested on November 16, 2021. |
(5) | The vesting commencement date was March 16, 2019 and the award will be fully vested on March 16, 2023. |
Component |
Fee Per Year |
|||
Annual Retainer |
$ | 45,000 | ||
Lead Independent Director |
20,000 | |||
Audit Committee Member (Chair paid 2x) |
10,000 | |||
Compensation Committee Member (Chair paid 2x) |
7,500 | |||
Nominating and Corporate Governance Committee Member (Chair paid 2x) |
5,000 |
• | we have been or are to be a participant; |
• | the amount involved exceeds or will exceed $120,000; and |
• | any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. |
Number of Shares Series B-2 Preferred Stock |
Total Purchase Price ($) |
|||||||
Technology Impact Fund, LP(1) |
685,654 | $ | 1,999,997.87 |
(1) | Technology Impact Fund, LP is a current stockholder and affiliated with Dipender Saluja, a member of our board. See section entitled “ Principal Stockholders |
• | each person known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of the Company’s Class A Common Stock; |
• | each current executive officer and director of the Company; and |
• | all current executive officers and directors of the Company, as a group. |
Name and Address of Beneficial Owner(1) |
Number of Shares |
% of Class |
||||||
Five Percent (5%) Stockholders: |
||||||||
Atlantic Bridge III LP (2) |
9,866,500 | 8.4 | % | |||||
Capricorn-Libra investment Group, LP (3) |
9,616,879 | 8.2 | % | |||||
Directors and Executive Officers: |
||||||||
Gene Sheridan (4) |
5,070,588 | 4.3 | % | |||||
Daniel Kinzer (5) |
3,770,107 | 3.2 | % | |||||
Todd Glickman (6) |
379,405 | 0.3 | % | |||||
Richard J. Hendrix (7) |
10,921,667 | 9.3 | % | |||||
Brian Long (2) |
9,866,500 | 8.4 | % | |||||
David Moxam |
103,765 | 0.1 | % | |||||
Dipender Saluja (3) |
9,616,879 | 8.2 | % | |||||
Gary K. Wunderlich, Jr. (8) |
10,946,667 | 9.3 | % | |||||
All Directors and Executive Officers as a Group (8 individuals) |
39,728,911 |
33.7 |
% |
(1) | Unless otherwise noted, the business address of each of the following individuals or entities is c/o Navitas Semiconductor Corporation, 22 Fitzwilliam Square South, Dublin, D02 FH68 Ireland. |
(2) | Consists of 8,866,500 shares of Class A Common Stock held by Atlantic Bridge III LP (“ AB III CIGTF II AB III GP CIGTF II GP CIGTF GP Limited ABSL KY1-1104, Cayman Island. |
(3) | Consists of shares 66% of which are held by Capricorn-Libra Investment Group, LP (“ CLIG TIF CLP |
general partner of CLIG. Dipender Saluja, a director of the Company, is the sole managing member of CLP and may be deemed to have beneficial ownership of the shares held by CLP. TIF Partners, LLC (“ TIFP |
(4) | Consists of (i) 3,076,044 shares of Class A Common Stock held by The Eugene and Melissa Sheridan Trust, which are beneficially owned by Mr. Sheridan as Trustee and (ii) 1,994,544 shares of Class A Common Stock underlying options that are exercisable within 60 days of October 19, 2021. |
(5) | Consists of (i) 3,320,035 shares of Class A Common Stock and (ii) 450,072 shares of Class A Common Stock underlying options that are exercisable within 60 days of October 19, 2021. |
(6) | Consists of (i) 245,136 shares of Class A Common Stock and (ii) 134,269 shares of Class A Common Stock underlying options and RSUs that settle within 60 days of October 19, 2021. |
(7) | Consists of (i) 6,315,000 Founder Shares held by the Sponsor, (ii) 3,166,667 shares of Class A Common Stock underlying Private Placement Warrants held by the Sponsor, (iii) 1,415,000 PIPE Shares held by Live Oak GaN Partners LLC and (iv) 25,000 shares of Class A Common Stock underlying Control Warrants held by Mr. Hendrix’s IRA. Mr. Hendrix is a managing member of each of the Sponsor and Live Oak GaN Partners LLC and may be deemed to have shared beneficial ownership of securities held by each of the Sponsor and Live Oak GaN Partners LLC. |
(8) | Consists of (i) 6,315,000 Founder Shares held by the Sponsor, (ii) 3,166,667 shares of Class A Common Stock underlying Private Placement Warrants held by the Sponsor, (iii) 1,415,000 PIPE Shares held by Live Oak GaN Partners LLC, (iv) 30,000 shares of Class A Common Stock underlying Control Warrants held by trusts of which Mr. Wunderlich is trustee, (v) 10,000 shares of Class A Common Stock underlying Control Warrants held by trusts of which Mr. Wunderlich may be deemed to have beneficial ownership, and (vi) 10,000 shares of Class A Common Stock underlying Control Warrants held by Mr. Wunderlich’s IRA. Mr. Wunderlich is a managing member of each of the Sponsor and Live Oak GaN Partners LLC and may be deemed to have shared beneficial ownership of the securities held by each of the Sponsor and Live Oak GaN Partners LLC. |
Names and Addresses |
Securities Beneficially Owned prior to this Offering |
Securities to be Sold in this Offering |
Securities Beneficially Owned after this Offering |
|||||||||||||||||||||||||||||
Shares of Common Stock |
Warrants |
Shares of Common Stock |
Warrants |
Shares of Common Stock |
Percentage |
Warrants |
Percentage |
|||||||||||||||||||||||||
Entities affiliated with Atlantic Bridge III, LP (1) |
10,798,528 | — | 10,798,528 | — | — | — | — | — | ||||||||||||||||||||||||
Baron Opportunity Fund (2) |
500,000 | — | 500,000 | — | — | — | — | — | ||||||||||||||||||||||||
Bravo Ventures, LLC (3) |
1,774,892 | — | 1,774,892 | — | — | — | — | — | ||||||||||||||||||||||||
Brian Long (4) |
10,463 | — | 10,463 | — | — | — | — | — | ||||||||||||||||||||||||
Entities affiliated with Capricorn Investment Group, LP (5) |
10,627,786 | — | 10,627,786 | — | — | — | — | |||||||||||||||||||||||||
Candies Family Investments LLC (6) |
1,142,676 | — | 1,142,676 | — | — | — | — | — | ||||||||||||||||||||||||
Chescaplq LLC (7) |
917,195 | 102,916 | 900,000 | — | 17,195 | * | 102,916 | * | ||||||||||||||||||||||||
Cohanzick Absolute Return Master Fund, Ltd. (8) |
39,375 | — | 39,375 | — | — | — | — | — | ||||||||||||||||||||||||
Daniel Kinzer (9) |
5,375,854 | — | 5,375,854 | — | — | — | — | — | ||||||||||||||||||||||||
David Moxam (10) |
125,136 | — | 125,136 | — | — | — | — | — |
Names and Addresses |
Securities Beneficially Owned prior to this Offering |
Securities to be Sold in this Offering |
Securities Beneficially Owned after this Offering |
|||||||||||||||||||||||||||||
Shares of Common Stock |
Warrants |
Shares of Common Stock |
Warrants |
Shares of Common Stock |
Percentage |
Warrants |
Percentage |
|||||||||||||||||||||||||
Destinations Global Fixed Income Opportunities Fund (11) |
414,933 | — | 414,933 | — | — | — | — | |||||||||||||||||||||||||
Difesa Master Fund, LP (12) |
150,000 | — | 150,000 | — | — | — | — | — | ||||||||||||||||||||||||
Dipender Saluja (13) |
10,638,249 | — | 10,638,249 | — | — | — | — | — | ||||||||||||||||||||||||
Entities affiliated with Encompass Capital Advisors LLC (14) |
3,049,002 | 1,500,000 | 1,500,000 | 1,500,000 | 1,549,002 | * | — | — | ||||||||||||||||||||||||
Fargo Investments, LP (15) |
300,000 | — | 300,000 | — | — | — | — | — | ||||||||||||||||||||||||
Favor Star Limited (16) |
115,183 | — | 115,183 | — | — | — | — | — | ||||||||||||||||||||||||
Gary K. Wunderlich Jr. (17) |
10,957,130 | 3,216,667 | 10,957,130 | 3,216,667 | — | — | — | — | ||||||||||||||||||||||||
Gene Sheridan (18) |
8,627,196 | — | 8,627,196 | — | — | — | — | — | ||||||||||||||||||||||||
Great American Insurance Company |
300,000 | — | 300,000 | — | — | — | — | — | ||||||||||||||||||||||||
Greg Corona (19) |
439,736 | — | 439,736 | — | — | — | — | — | ||||||||||||||||||||||||
Gregory T.A. Kovacs (20) |
235,259 | — | 235,259 | — | — | — | — | — | ||||||||||||||||||||||||
Jane Street Global Trading, LLC (21) |
300,000 | 35,367 | 300,000 | — | — | — | 35,367 | * | ||||||||||||||||||||||||
Link Wood Limited (22) |
1,500,000 | — | 1,500,000 | — | — | — | — | — | ||||||||||||||||||||||||
Entities affiliated with Live Oak Sponsor Partners II, LLC (23) |
10,896,667 | 3,166,667 | 10,896,667 | 3,166,667 | — | — | — | — | ||||||||||||||||||||||||
Entities affiliated with Manti Ventures (24) |
4,248,165 | — | 4,248,165 | — | — | — | — | — | ||||||||||||||||||||||||
Entities affiliated with Neumann Capital (25) |
1,384,817 | — | 1,384,817 | — | — | — | — | — | ||||||||||||||||||||||||
Nova Vitality Opportunity, L.P. |
1,000,000 | — | 1,000,000 | — | — | — | — | — | ||||||||||||||||||||||||
Richard Hendrix (26) |
10,932,130 | 3,191,667 | 10,932,130 | 3,191,667 | — | — | — | — |
Names and Addresses |
Securities Beneficially Owned prior to this Offering |
Securities to be Sold in this Offering |
Securities Beneficially Owned after this Offering |
|||||||||||||||||||||||||||||
Shares of Common Stock |
Warrants |
Shares of Common Stock |
Warrants |
Shares of Common Stock |
Percentage |
Warrants |
Percentage |
|||||||||||||||||||||||||
RiverPark Strategic Income Fund (27) |
245,692 | — | 245,692 | — | — | — | — | — | ||||||||||||||||||||||||
Shurong Zhang |
1,000,000 | — | 1,000,000 | — | — | — | — | — | ||||||||||||||||||||||||
Sky Royal Trading Limited (28) |
2,251,139 | — | 375,189 | — | 1,875,950 | 1.6 | — | — | ||||||||||||||||||||||||
Todd Glickman (29) |
1,154,023 | — | 1,154,023 | — | — | — | — | — | ||||||||||||||||||||||||
Tomorrow Ventures 2010 Fund, LLC (30) |
887,446 | — | 887,446 | — | — | — | — | — | ||||||||||||||||||||||||
Entities affiliated with Winn Family Office (31) |
5,300,637 | — | 5,300,637 | — | — | — | — | — | ||||||||||||||||||||||||
YF Victory Limited (32) |
5,000,000 | — | 5,000,000 | — | — | — | — | — | ||||||||||||||||||||||||
Yue Feng Investment Holding Limited (33) |
800,000 | — | 800,000 | — | — | — | — | — | ||||||||||||||||||||||||
Other Seller Securityholders (34) |
1,073,382 | — | 1,073,382 | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total (34) |
82,016,571 | 4,879,950 | 78,574,424 | 4,741,667 | 3,442,147 | 2.9 | 138,283 | * | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Less than 1%. |
(1) | Shares offered hereby consist of (i) 8,866,500 Long Shares and 932,028 Control Earnout Shares held by Atlantic Bridge III L.P. (“ AB III CIGTF II AB III GP CIGTF II GP CIGTF GP Limited ABSL Cayman KY1-1104, Cayman Island. |
(2) | Mr. Ronald Baron has voting and/or investment control over the shares held by Baron Opportunity Fund and, accordingly, may be deemed to have beneficial ownership of such shares. Mr. Baron disclaims beneficial ownership of the shares held by Baron Opportunity Fund. The fund is an affiliate of Baron Capital, Inc., a limited purpose broker-dealer. The business address of Baron Opportunity Fund is 767 Fifth Avenue, 49th Floor, New York, NY 10153. |
(3) | Consists of 1,606,066 Long Shares and 168,826 Control Earnout Shares. Voting and investment power over the shares held by Bravo Ventures, LLC resides with Frank J. Hanna, III, sole shareholder of Bravo One Company, Inc., and David G. Hanna, the sole shareholder of Bravo Two Company, Inc., the managers of Bravo Ventures, LLC. The address of Bravo Ventures, LLC is P.O. Box 50401 Henderson, NV 89016-0401. |
(4) | Consists of 10,463 RSU Shares. |
(5) | Shares offered hereby consist of 9,616,879 Long Shares and 1,010,907 Control Earnout Shares, 66% of which are held by Capricorn-Libra Investment Group, LP (“ CLIG TIF CLP TIFP |
(6) | Consists of (i) 952,546 Long Shares, (ii) 100,130 Control Earnout Shares, and (iii) 90,000 PIPE Shares. Voting and investment power over these shares held by Candies Family Investments LLC resides with Otto B. Candies III, the chairman of Candies Family Investments LLC. The address of Candies Family Investments LLC is 17271 HWY 90, PO Box 25, Des Allemands, Los Angeles, CA 70030. |
(7) | Voting and investment power over the shares held by Chescaplq LLC resides with Traci Lerner who is the president of C P Management, L.L.C., the sole manager of Chescapmanager LLC, which is the managing member of Chescaplq LLC. The address of Chescaplq LLC is 2800 Quarry Lake Drive, Suite 300 Baltimore, MD 21209. |
(8) | Voting and investment power over the shares held by Cohanzick Absolute Return Master Fund, Ltd. resides with David K. Sherman. The address of Cohanzick Absolute Return Master Fund, Ltd. is 427 Bedford Road Suite 230, Pleasantville, NY 10570. |
(9) | Consists of (i) 3,320,035 Long Shares, (ii) 109,400 RSU Shares, (iii) 450,072 Option Shares, and (iv) 511,347 Control Earnout Shares. |
(10) | Consists of (i) 103,756 Long Shares, (ii) 10,463 RSU Shares, and (iii) 10,908 Control Earnout Shares. |
(11) | Voting and investment power over the shares held by Destinations Global Fixed Income Opportunities Fund resides with David K. Sherman. The address of Destinations Global Fixed Income Opportunities Fund is c/o CrossingBridge Advisors, LLC, 427 Bedford Road Suite 230, Pleasantville, NY 10570. |
(12) | Voting and investment power over the shares held by Difesa Master Fund, LP resides with its Chief Investment Officer, Andrew Cohen. The address of Difesa Master Fund, LP is 40 West 57 th Street, Suite 2020, New York, NY 10019. |
(13) | Consists of (i) 10,463 RSU Shares held by Dipender Saluja, (ii) 9,616,879 Long Shares and 1,010,907 Control Earnout Shares, 66% of which are held by CLIG and 34% of which are held by TIF. CLP is the general partner of CLIG. Dipender Saluja, a director of the Company, is the sole managing member of CLP and may be deemed to have beneficial ownership of the shares held by CLP. TIFP is the general partner of TIF. TIFP is owned by Dipender Saluja (50%) and Ion Yadigaroglu (50%), who may be deemed to share beneficial ownership of the shares held by TIF. |
(14) | Securities offered hereby consists of (i) 19,625 Private Placement Warrants (and the Private Warrant Shares underlying such Private Placement Warrants) held by Encompass Capital Energy Transition Master Fund LP (“ Encompass E T Master Encompass E L Master Encompass Capital Master sub-advised by Encompass Capital Advisors LLC (“ECA Managed Accounts Sub-Manager for the ECA Managed Accounts. The address of Encompass E T Master, Encompass E L Master, Encompass Capital Master and ECA Managed Accounts is 200 Park Avenue, 11th Floor, New York, NY 10166. |
(15) | Fargo Investments, LP is managed by Fargo GP, LLC. Fargo GP Revocable Trust is the sole member of Fargo GP LLC. Bradford M. Freeman and Ronald P. Spogli are the Trustees of Fargo GP Revocable Trust and may be deemed to have beneficial ownership of the shares held by Fargo Investments, LP. The address of Fargo Investments, LP is 11100 Santa Monica Blvd., Suite 1900, Los Angeles, CA 90025. |
(16) | Frances Anne Elizabeth Richard, Jill Marie Franklin and Kit Bing Hon are the directors of Favor Star Limited and share voting and dispositive power over the shares, each disclaims beneficial ownership over the securities held by Favor Star Limited. The address of Favor Star Limited is 2 nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers MC 98000 Monaco. |
(17) | Consists of (i) 6,315,000 Founder Shares held by the Sponsor, (ii) 3,166,667 Private Placement Warrants (and the Private Warrant Shares underlying such Private Placement Warrants) held by the Sponsor, (iii) 1,415,000 PIPE Shares held by Live Oak GaN Partners LLC, (iv) 10,463 RSU Shares, (v) Control Warrants to purchase 30,000 shares of Class A Common Stock held by trusts of which Mr. Wunderlich is trustee (including shares of Class A Common Stock issuable upon exercise of such Control Warrants), (vi) Control Warrants to purchase 10,000 shares of Class A Common Stock held by trusts of which Mr. Wunderlich may be deemed to have beneficial ownership (including shares of Class A Common Stock issuable upon exercise of such Control Warrants), and (vii) Control Warrants to purchase 10,000 shares of Class A Common Stock held by Mr. Wunderlich’s IRA (including shares of Class A Common Stock issuable upon exercise of such Control Warrants). Mr. Wunderlich is a managing member of each of the Sponsor and Live Oak GaN Partners LLC and may be deemed to have shared beneficial ownership of the securities held by each of the Sponsor and Live Oak GaN Partners LLC. |
(18) | Consists of (i) 3,076,044 Long Shares held by The Eugene and Melissa Sheridan Trust, which are beneficially owned by Mr. Sheridan as Trustee (ii) 1,994,544 Option Shares, (iii) 2,736,000 RSU Shares, and (iv) 820,608 Control Earnout Shares. |
(19) | Consists of 397,909 Long Shares and 41,827 Control Earnout Shares. |
(20) | Consists of 212,881 Long Shares and 22,378 Control Earnout Shares. |
(21) | Voting and investment power over the shares held by Jane Street Global Trading, LLC resides with Michael A. Jenkings and Robert A. Graniere, members of the Operating Committee of Jane Street Group, LLC of which Jane Street Global Trading, LLC is a wholly owned subsidiary. The selling securityholder is under common control with the following SEC-registered broker-dealers: Jane Street Capital, LLC, Jane Street Options, LLC, and Jane Street Global Trading, LLC. The address of Jane Street Global Trading, LLC is 250 Vesey Street, 3rd Floor, New York, NY 10281. |
(22) | Voting and investment power over the shares held by Link Wood Limited resides with its directors, Kou Chuang Chyau and Yu Fei Lam. The address of Link Wood Limited is Suite B, 12F., No 97, Songren Rd., Zinyi Dist., Taipei, Taiwan. |
(23) | Consists of (i) 6,315,000 Founder Shares held by Live Oak Sponsor Partners II, LLC, (ii) 3,166,667 Private Placement Warrants (and the Private Warrant Shares underlying such Private Placement Warrants) held by Live Oak Sponsor Partners II, LLC, and (iii) 1,415,000 PIPE Shares held by Live Oak GaN Partners, LLC. Mr. Wunderlich and Mr. Hendrix, directors of the Company, are managing members of each of the Sponsor and Live Oak GaN Partners LLC and may be deemed to have shared beneficial ownership of the securities held by each of the Sponsor and Live Oak GaN Partners LLC. |
(24) | Consists of (i) 1,543,811 Control Shares held by Manti Ventures, LLC, (ii) 161,336 Control Earnout Shares held by Manti Ventures, LLC, (iii) 2,262,934 Long Shares held by Manti Holdings, LLC, (iv) 237,874 Control Earnout Shares held by Manti Holdings, LLC, and (v) 51,210 PIPE Shares held by Manti Holdings, LLC. Leo D. Barberito may be deemed to be the beneficial owner of these shares. The address for both entities is 21245 Smith Road Covington, LA 70435. |
(25) | Consists of (i) 1,204,771 PIPE Shares held by Neumann Capital and (ii) 180,046 PIPE Shares held by Cassini Partners, L.P. Neumann Advisory Hong Kong Limited has voting and investment power over these shares. Zhang Fei is the director Neumann Advisory Hong Kong Limited. The address of both entities is Unit 905-6 ICBC Tower, 3 Garden Road, Central, Hong Kong. |
(26) | Consists of (i) 6,315,000 Founder Shares held by the Sponsor, (ii) 3,166,667 Private Placement Warrants (and the Private Warrant Shares underlying such Private Placement Warrants) held by the Sponsor, (iii) 1,415,000 PIPE Shares held by Live Oak GaN Partners LLC, (iv) 10,463 RSU Shares, and (v) Control Warrants to purchase 25,000 shares of Class A Common Stock held by Mr. Hendrix’s IRA (including shares of Class A Common Stock issuable upon exercise of the Control Warrants). Mr. Hendrix is a managing member of each of the Sponsor and Live Oak GaN Partners LLC and may be deemed to have shared beneficial ownership of securities held by each of the Sponsor and Live Oak GaN Partners LLC. |
(27) | Voting and investment power over the shares held by RiverPark Strategic Income Fund resides with David K. Sherman. The address of RiverPark Strategic Income Fund is c/o Cohanzick Management, LLC, 427 Bedford Road Suite 230, Pleasantville, NY 10570. |
(28) | Consists of 375,189 Navitas Warrant Shares and 1,875,950 shares of Class A Common Stock not registered hereby. |
(29) | Consists of (i) 245,136 Long Shares, (ii) 104,173 Option Shares, (iii) 694,944 RSU Shares, and (iv) 109,770 Control Earnout Shares. |
(30) | Consists of (i) 803,033 Long Shares and (ii) 84,413 Control Earnout Shares. Voting and investment power over the shares held by Tomorrow Ventures 2010 Fund, LLC resides with Court Coursey, the managing partner. The address of Tomorrow Ventures 2010 Fund, LLC is 555 Bryant Street, #555 Palo Alto, CA 94301. |
(31) | Consists of (i) 1,557,345 Long Shares held by C.A. Winn Family Enterprises, Ltd, (ii) 163,704 Control Earnout Shares held by C.A. Winn Family Enterprises, Ltd, (iii) 45,830 PIPE Shares held by C.A. Winn Family Enterprises, Ltd, (iv) 1,557,344 Long Shares held by Southern Winn Family Enterprises, Ltd, (v) 163,705 Control Earnout Shares held by Southern Winn Family Enterprises, Ltd, (vi) 45,830 PIPE Shares held by Southern Winn Family Enterprises, Ltd, (vii) 1,557,344 Long Shares held by Tom C. Winn Family Enterprises, Ltd, (viii) 163,705 Control Earnout Shares held by Tom C. Winn Family Enterprises, Ltd, (ix) 45,830 PIPE Shares held by Tom C. Winn Family Enterprises, Ltd. The shares held by C.A. Winn Family Enterprises, Ltd may be deemed beneficially owned by Charles A. Winn, a member of the general partner of C.A. Winn Family Enterprises, Ltd. The shares held by Southern Winn Family Enterprises, Ltd may be deemed beneficially owned by Southern Winn, a member of the general partner of Southern Winn Family Enterprises, Ltd. The shares held by Tom C. Winn Family Enterprises, Ltd may be deemed beneficially owned by Tom C. Winn, a member of the general partner of Tom C. Winn Family Enterprises, Ltd. The address of each of these entities is 800 N Shoreline, Suite 1900 N, Corpus Christi, TX 78401. |
(32) | YF Victory Limited is 100% owned by Yunfeng Fund IV, L.P. The general partner of Yunfeng Fund IV, L.P. is Yunfeng Investment IV, Ltd. YU Feng holds a controlling interest in Yunfeng Investment IV, Ltd. and may be deemed to have beneficial ownership of the shares held by YF Victory Limited. The address of YF Victory Limited is Rooms 1801-02, 18th Floor, China Evergrande Centre, 38 Gloucester Road, Wanchai, Hong Kong. |
(33) | Voting and investment power over the shares held by Yue Feng Investment Holding Limited resides with its directors, Chen Hao and Lee Dongho. The address of Yue Feng Investment Holding Limited is 2071, 27 th Floor, Central Plaza 18 Harbour Road, Wanchai, Hong Kong. |
(34) | Consists of (i) 656,300 PIPE Shares, (ii) 377,410 Long Shares, and (iii) 39,672 Control Earnout Shares. 187,949 PIPE Shares are held by selling securityholders affiliated with VP Distributors, LLC, a limited purpose broker-dealer. |
(35) | Total does not include any shares of Class A Common Stock issuable upon exercise of Public Warrants (including Control Warrants). |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; and |
• | if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A Common Stock except as otherwise described below; |
• | if, and only if, the closing price of our Class A Common Stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and |
• | if the closing price of our Class A Common Stock for any 20 trading days within a 30-trading day period ending three trading days before we send notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Redemption Date (period to expiration of warrants) |
Fair Market Value of Class A Common Stock |
|||||||||||||||||||||||||||||||||||
£ 10.00 |
11.00 |
12.00 |
13.00 |
14.00 |
15.00 |
16.00 |
17.00 |
³ 18.00 |
||||||||||||||||||||||||||||
60 months |
0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months |
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months |
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months |
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months |
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months |
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months |
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months |
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months |
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months |
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months |
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months |
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months |
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months |
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months |
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months |
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months |
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months |
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months |
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months |
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months |
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for their account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share; |
• | distribution to members, limited partners or stockholders of selling security holders; |
• | a combination of any such methods of sale; and |
• | any other method permitted by applicable law. |
Page |
||||
Navitas Semiconductor Corporation (f/k/a Live Oak Acquisition Corp. II) Unaudited Condensed Financial Statements |
||||
F-2 |
||||
F-3 |
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F-4 |
||||
F-5 |
||||
F-6 |
||||
Live Oak Acquisition Corp. II Audited Financial Statements |
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F-24 |
||||
F-25 |
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F-26 |
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F-27 |
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F-28 |
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F-29 |
||||
Navitas Semiconductor Limited Unaudited Condensed Consolidated Financial Statements |
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F-48 |
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F-49 |
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F-50 |
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F-51 |
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F-53 |
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F-54 |
||||
Navitas Semiconductor Limited Audited Consolidated Financial Statements |
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F-76 |
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F-78 |
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F-79 |
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F-80 |
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F-81 |
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F-82 |
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F-83 |
September 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
Total current assets |
||||||||
Investments held in Trust Account |
||||||||
Total Assets |
$ |
$ |
||||||
Liabilities and Stockholders’ Deficit |
||||||||
Current liabilities: |
||||||||
Accrued expenses |
$ | $ | ||||||
Accrued offering costs |
||||||||
Total current liabilities |
||||||||
Deferred underwriting fee payable |
||||||||
Derivative warrant liabilities |
||||||||
Total liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A common stock subject to possible redemption, |
||||||||
Stockholders’ Deficit |
||||||||
Preferred stock, $ |
||||||||
Class A common stock, $ non-redeemable shares were issued or outstanding as of September 30, 2021 and December 31, 2020 |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ Deficit |
( |
) | ( |
) | ||||
Total Liabilities and Stockholders’ Deficit |
$ |
$ |
||||||
For The Three Months Ended September 30, 2021 |
Nine months Ended September 30, 2021 |
For the Period from August 12, 2020 (Inception) through September 30, 2020 |
||||||||||
General and administrative expenses |
$ | $ | $ | |||||||||
Loss from operations |
( |
) |
( |
) |
( |
) | ||||||
Other income (expense): |
||||||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||||||
Interest - bank |
||||||||||||
Interest earned on investments held in Trust Account |
||||||||||||
Total other income (expense), net |
( |
) | ||||||||||
Net income (loss) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Weighted average shares outstanding of Class A common stock |
||||||||||||
Basic and diluted income (loss) per share of Class A common stock |
$ |
$ |
( |
) |
$ |
|||||||
Weighted average shares outstanding of Class B common stock |
||||||||||||
Basic and diluted net income (loss) per share, Class B common stock |
$ |
$ |
( |
) |
$ |
|||||||
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - January 1, 2021 (See Note 2 — as restated) |
— | $ | $ |
$ | $ |
( |
) |
$ |
( |
) | ||||||||||||||||||
Net income |
— | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - March 31, 2021 (unaudited) (See Note 2 — as restated) |
— | ( |
) |
( |
) | |||||||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2021 (unaudited) (See Note 2 — as restated) |
— | $ | $ |
$ | $ |
( |
) |
$ |
( |
) | ||||||||||||||||||
Net income |
— | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - September 30, 2021 (unaudited) |
— | $ | $ |
$ | $ |
( |
) |
$ |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - August 12, 2020 (inception) |
— |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | ||||||||||||||||||||||||||
Net income |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - September 30, 2020 (unaudited) |
— |
$ |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months Ended September 30, 2021 |
For the Period from August 12, 2020 (Inception) Through September 30, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Change in fair value of warrant liabilities |
||||||||
Interest earned on investments held in Trust Account |
( |
) | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accrued expenses |
||||||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class B common stock to Sponsor |
||||||||
Proceeds from promissory note - related party |
||||||||
Payment of offering costs |
( |
) | ( |
) | ||||
Net cash (used in) provided by financing activities |
( |
) |
||||||
Net Change in Cash |
( |
) |
||||||
Cash - Beginning of period |
||||||||
Cash - End of period |
$ |
$ |
||||||
• | LOKB acquired all of the issued and allotted Navitas Ireland Shares pursuant to the Tender Offer; |
• | Merger Sub merged with and into Navitas Delaware, with Navitas Delaware surviving as a wholly-owned subsidiary of the Company; |
• | each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was automatically converted into one validly issued, fully paid and nonassessable limited liability company interest of Navitas Delaware held by the Company, which limited liability company interest constitutes the only outstanding limited liability company interest of Navitas Delaware; |
• | all issued and outstanding Navitas Ireland Shares (other than Navitas Ireland Restricted Shares) converted into an aggregate of A Common Stock; |
• | all issued and outstanding Navitas Delaware Shares (other than Navitas Delaware Restricted Shares, shares held by the Company, Sponsor or held in treasury) converted into an aggregate of A Common Stock; |
• | all Navitas Delaware Shares held in treasury were canceled without any conversion thereof; |
• | all of the outstanding options of Navitas Delaware and Navitas Ireland to acquire Navitas Delaware Common Shares or Navitas Ireland Common Shares, respectively, were assumed by the Company and converted into options to acquire an aggregate of A Common Stock; |
• | all of the outstanding Navitas Delaware restricted stock units and Navitas Ireland restricted stock units were assumed by the Company and converted into awards of restricted stock units (“ RSUs ”) to acquire an aggregate of A Common Stock; |
• | all of the outstanding warrants of Navitas Delaware and Navitas Ireland to acquire Navitas Delaware Common Shares, Navitas Delaware Preferred Shares, Navitas Ireland Common Stock, or Navitas Ireland Preferred Stock, respectively, were assumed by the Company and converted into warrants to acquire an aggregate of A Common Stock; |
• | all of the B common stock, par value $ Class B Common Stock ”), held by the Sponsor were converted into an aggregate of A Common Stock; |
• | all of the outstanding Company units were separated into one share of Class A Common Stock and one-third (1/3) of one warrant to purchase one share of Class A Common Stock at an exercise price of $ Warrants ”); and |
• | the Company issued an aggregate of A Common Stock to the PIPE Investors pursuant to the closing of the PIPE (as defined below). |
• | A Common Stock; |
• | options to acquire an aggregate of A Common Stock; |
• | RSUs to acquire an aggregate of A Common Stock; and |
• | A Common Stock at a price of $ |
Balance Sheet as of March 31, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A common stock |
$ |
$ |
( |
) |
$ |
|||||||
Additional paid-in capital |
$ |
$ |
( |
) |
$ |
|||||||
Accumulated deficit |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Total Stockholders’ Equity (Deficit) |
$ |
$ |
( |
) |
$ |
( |
) |
Balance Sheet as of June 30, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption |
$ | $ | $ | |||||||||
Class A common stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Stockholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
) |
Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||||||
Basic and diluted net income per common stock, Class A common stock |
$ |
$ |
$ |
|||||||||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||||||
Basic and diluted net income per common stock, Class B common stock |
$ |
$ |
( |
) |
$ |
Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||||||
Basic and diluted net loss per common stock, Class A common stock |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||||||
Basic and diluted net loss per common stock, Class B common stock |
$ |
( |
) |
$ |
$ |
( |
) |
Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||||||
Basic and diluted net loss per common stock, Class A common stock |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||||||
Basic and diluted net loss per common stock, Class B common stock |
$ |
( |
) |
$ |
$ |
( |
) |
Statement of Cash Flows for the Three Months Ended March 30, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Non-cash investing and financing activities: |
||||||||||||
Change in value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Non-cash investing and financing activities: |
||||||||||||
Change in value of Class A common stock subject to possible redemption |
$ |
( |
) |
$ |
$ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
$ | ( |
) | |
Class A common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
$ | |||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
For The Period Ended August 12, 2020 (inception) through September 30, 2020 |
||||||||||||||||||||||
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
|||||||||||||||||||
Basic and diluted net income (loss) per common share |
||||||||||||||||||||||||
Numerator: |
||||||||||||||||||||||||
Allocation of net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||
Denominator: |
||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted net income (loss) per common share |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption; and |
• | if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant-holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; |
• | if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant-holders; and |
• | if the closing price of Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant-holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Description |
Level |
September 30, 2021 |
||||||
Assets: |
||||||||
Investments held in Trust Account |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant Liability — Public Warrants |
1 | $ | ||||||
Warrant Liability — Private Placement Warrants |
2 | $ | ||||||
Description |
Level |
December 31, 2020 |
||||||
Assets: |
||||||||
Investments held in Trust Account |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant Liability — Public Warrants |
3 | $ | ||||||
Warrant Liability — Private Placement Warrants |
3 | $ |
December 31, 2020 |
||||
Exercise price |
$ | |||
Stock price |
$ | |||
Term (in years) |
||||
Volatility |
% | |||
Risk-free interest rate |
% | |||
Dividend yield |
% | |||
Probability of completing a Business Combination |
% | |||
Discount for lack of marketability |
% |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of December 31, 2020 |
$ | $ | $ | |||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
Transfer to Level 1 |
( |
) | ( |
) | ||||||||
Transfer to Level 2 |
( |
) | ( |
) | ||||||||
Fair value as of September 30, 2021 |
$ | $ | $ |
ASSETS |
||||
Current assets |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total Current Assets |
||||
Cash and marketable securities held in Trust Account |
||||
Total Assets |
$ |
|||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||
Liabilities |
||||
Current liabilities |
||||
Accrued expenses |
||||
Accrued offering costs |
||||
Total Current Liabilities |
||||
Derivative warrant liabilities |
||||
Deferred underwriting fee payable |
||||
Total Liabilities |
||||
Commitments and contingencies |
||||
Class A common stock subject to possible redemption, |
||||
Stockholders’ Deficit |
||||
Preferred stock, $ |
||||
Class A common stock, $ shares authorized; |
||||
Class B common stock, $ |
||||
Accumulated deficit |
( |
) | ||
Total Stockholders’ Deficit |
( |
) | ||
Total Liabilities and Stockholders’ Deficit |
$ |
|||
General and administrative expenses |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
Other income (expense): |
||||
Change in the fair value of derivative warrant liabilities |
( |
) | ||
Transaction costs allocated to derivative warrant liabilities |
( |
) | ||
Interest income — bank |
||||
Interest earned on investments held in Trust Account |
||||
|
|
|||
Other expense, net |
( |
) | ||
|
|
|||
Net loss |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding of Class A common stock |
||||
|
|
|||
Basic and diluted net loss per share, Class A common stock |
$ | ( |
) | |
|
|
|||
Weighted average shares outstanding of Class B common stock |
||||
|
|
|||
Basic and diluted net loss per share, Class B common stock |
$ | ( |
) | |
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance — August 12, 2020 (Inception) |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | |||||||||||||||||||||||||||
Excess of proceeds received over fair value of private placement warrants |
— | — | ||||||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — December 31, 2020 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Change in fair value of derivative liabilities |
||||
Transaction costs allocated to derivative warrant liabilities |
||||
Interest earned on investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash into Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class B common stock to Sponsor |
||||
Proceeds from sale of Units, net of underwriting discounts paid |
||||
Proceeds from sale of Private Placement Warrants |
||||
Proceeds from promissory note — related party |
||||
Repayment of promissory note — related party |
( |
) | ||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash — Beginning of period |
||||
|
|
|||
Cash — End of period |
$ |
|||
|
|
|||
Non-Cash financing activities: |
||||
Deferred underwriting fee payable |
||||
|
|
|||
Offering costs included in accrued offering costs |
$ | |||
|
|
As of December 7, 2020 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
||||||||||
Total liabilities |
$ |
$ |
||||||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) |
||||||||||
Class B common stock |
||||||||||||
Additional paid-in capital |
( |
) |
||||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
As of December 31, 2020 |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
||||||||||
Total liabilities |
$ |
$ |
||||||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) |
||||||||||
Class B common stock |
||||||||||||
Additional paid-in capital |
( |
) |
||||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
Earnings Per Share |
||||||||||||
For the period From August 12, 2020 (Inception) Through December 31, 2020 |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding — Class A common stock |
( |
) |
||||||||||
Basic and diluted earnings per share — Class A common stock |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Weighted average shares outstanding — Class B common stock |
||||||||||||
Basic and diluted earnings per share — Class B common stock |
$ |
( |
) |
$ |
$ |
( |
) |
Period From August 12, 2020 (Inception) Through December 31, 2020 |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Cash Flow from Operating Activities |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Cash Flows used in Investing Activities |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Cash Flows provided by Financing Activities |
$ |
$ |
$ |
|||||||||
Supplemental Disclosure of Noncash Financing Activities: |
||||||||||||
Offering costs included in accrued expenses |
$ |
$ |
$ |
|||||||||
Deferred underwriting fee payable |
$ |
$ |
$ |
|||||||||
Initial classification of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
|||||||
Change in value of Class A common stock subject to possible redemption |
$ |
( |
) |
$ |
$ |
Gross proceeds |
$ |
|||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
|||
Class A common stock issuance costs |
( |
|||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
Class A common stock subject to possible redemption |
$ |
|||
For The Period Ended August 12, 2020 (inception) through December 31, 2020 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per common share |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ |
( |
) |
$ |
( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net loss per common share |
$ |
( |
) |
$ |
( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the reported closing price of the Class A common stock equals or exceeds $ 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
• | in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Deferred tax asset |
||||
Net operating loss carryforward |
$ | |||
Organizational costs/startup expenses |
||||
Total deferred tax asset |
||||
Valuation allowance |
( |
) | ||
Deferred tax asset, net |
$ | |||
Federal |
||||
Current |
$ | |||
Deferred |
( |
) | ||
State |
||||
Current |
$ | |||
Deferred |
||||
Change in valuation allowance |
||||
Income tax provision |
$ | |||
Statutory federal income tax rate |
% | |||
Change in fair value of derivative warrant liabilities |
( |
)% | ||
Transaction costs allocated to derivative warrant liabilities |
( |
)% | ||
State taxes, net of federal tax benefit |
% | |||
Change in valuation allowance |
( |
)% | ||
|
|
|||
Income tax provision |
% | |||
|
|
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. |
Held-To-Maturity |
Amortized Cost |
Gross Holding Loss |
Fair Value |
|||||||||
|
$ | $ | ( |
) | $ |
Level |
December 31, 2020 |
|||||||
Assets: |
||||||||
Cash and marketable securities held in Trust Account |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant Liabilities — Public Warrants |
3 | $ | ||||||
Warrant Liabilities — Private Placement Warrants |
3 | $ |
December 7, 2020 |
December 31, 2020 |
|||||||
Stock Price |
$ | $ | ||||||
Exercise Price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Expected life of the options to convert (in years) |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of August 12, 2020 (inception) |
$ | $ | $ | |||||||||
Initial measurement on December 7, 2020 (including over-allotment) |
||||||||||||
Change in fair value |
||||||||||||
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2020 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
(In thousands, except shares and par value) |
September 30, 2021 |
December 31, 2020 |
||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 11,075 | $ | 38,869 | ||||
Accounts receivable, net |
5,570 | 4,152 | ||||||
Inventory |
11,719 | 3,404 | ||||||
Prepaid expenses and other current assets |
4,737 | 522 | ||||||
|
|
|
|
|||||
Total current assets |
33,101 | 46,947 | ||||||
PROPERTY AND EQUIPMENT, net |
1,616 | 722 | ||||||
INTANGIBLE ASSETS, net |
258 | 515 | ||||||
NOTES RECEIVABLE |
210 | 221 | ||||||
OTHER ASSETS |
240 | 102 | ||||||
|
|
|
|
|||||
Total assets |
$ | 35,425 | $ | 48,507 | ||||
|
|
|
|
|||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable and other accrued expenses |
$ | 6,118 | $ | 3,698 | ||||
Accrued compensation expenses |
2,206 | 1,668 | ||||||
Current portion of long-term debt |
3,200 | 1,000 | ||||||
Deferred revenue |
59 | — | ||||||
|
|
|
|
|||||
Total current liabilities |
11,583 | 6,366 | ||||||
LONG-TERM DEBT |
4,513 | 4,971 | ||||||
OTHER LIABILITIES |
75 | 88 | ||||||
|
|
|
|
|||||
Total liabilities |
16,171 | 11,425 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 12) |
||||||||
REDEEMABLE CONVERTIBLE PREFERRED STOCK: |
||||||||
Series A convertible preferred stock, $0.0001 par value; 16,716,348 shares authorized and 16,620,018 shares issued and outstanding at September 30, 2021 and December 31, 2020; liquidation preference of $17,451 at September 30, 2021 and December 31, 2020, respectively |
14,970 | 14,970 | ||||||
Series B convertible preferred stock, $0.0001 par value; 14,262,664 shares authorized, 14,213,431 shares issued and outstanding at September 30, 2021 and December 31, 2020; liquidation preference of $27,574 at September 30, 2021 and December 31, 2020, respectively |
27,371 | 27,371 | ||||||
Series B-1 convertible preferred stock, $0.0001 par value; 6,133,979 shares authorized, 5,416,551 shares issued and outstanding at September 30, 2021 and December 31, 2020; liquidation preference of $15,112 at September 30, 2021 and December 31, 2020, respectively |
14,786 | 14,786 | ||||||
Series B-2 convertible preferred stock, $0.0001 par value; 24,027,913 shares authorized, 18,198,891 shares issued and outstanding at September 30, 2021 and December 31, 2020; liquidation preference of $53,085 at September 30, 2021 and December 31, 2020 |
52,379 | 52,379 | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT): |
||||||||
Common stock, $0.0001 par value, 93,000,000 shares authorized as of September 30, 2021 and December 31, 2020, 16,790,768 and 15,327,160 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively |
3 | 2 | ||||||
Additional paid-in capital |
18,567 | 3,557 | ||||||
Accumulated other comprehensive income (loss) |
(2 | ) | (1 | ) | ||||
Accumulated deficit |
(108,820 | ) | (75,982 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity (deficit) |
(90,252 | ) | (72,424 | ) | ||||
|
|
|
|
|||||
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) |
$ | 35,425 | $ | 48,507 | ||||
|
|
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
(In thousands, except per share amounts) |
2021 |
2020 |
2021 |
2020 |
||||||||||||
NET REVENUES |
$ | 5,631 | $ | 3,500 | $ | 16,398 | $ | 7,196 | ||||||||
COST OF REVENUES |
3,032 | 2,184 | 8,962 | 5,027 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
GROSS PROFIT |
2,599 | 1,316 | 7,436 | 2,169 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
OPERATING EXPENSES: |
||||||||||||||||
Research and development |
5,804 | 3,062 | 16,325 | 8,142 | ||||||||||||
Selling, general and administrative |
3,550 | 2,241 | 23,713 | 5,624 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
9,354 | 5,303 | 40,038 | 13,766 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
LOSS FROM OPERATIONS |
(6,755 | ) | (3,987 | ) | (32,602 | ) | (11,597 | ) | ||||||||
INTEREST EXPENSE, net of interest income of $1, $1, $4 and $2 |
(75 | ) | (63 | ) | (199 | ) | (172 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
LOSS BEFORE INCOME TAXES |
(6,830 | ) | (4,050 | ) | (32,801 | ) | (11,769 | ) | ||||||||
PROVISION FOR INCOME TAXES |
13 | — | 37 | 6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
NET LOSS |
$ | (6,843 | ) | $ | (4,050 | ) | $ | (32,838 | ) | $ | (11,775 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
NET LOSS PER COMMON SHARE: |
||||||||||||||||
Basic and diluted |
$ | (0.41 | ) | $ | (0.27 | ) | $ | (1.83 | ) | $ | (0.79 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
COMMON SHARES USED IN PER SHARE CALCULATION: |
||||||||||||||||
Basic and diluted |
16,726 | 14,841 | 17,949 | 14,827 | ||||||||||||
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
(In thousands) |
2021 |
2020 |
2021 |
2020 |
||||||||||||
Net loss |
$ | (6,843 | ) | $ | (4,050 | ) | $ | (32,838 | ) | $ | (11,775 | ) | ||||
Other comprehensive income (loss), net of tax: |
||||||||||||||||
Foreign currency translation adjustments, net of tax |
2 | — | (1 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other comprehensive income (loss) |
2 | — | (1 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
TOTAL COMPREHENSIVE LOSS |
$ | (6,841 | ) | $ | (4,050 | ) | $ | (32,839 | ) | $ | (11,775 | ) | ||||
|
|
|
|
|
|
|
|
Redeemable convertible preferred stock | Stockholder’s equity (deficit) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A redeemable convertible preferred stock |
Series B redeemable convertible preferred stock |
Series B-1 redeemable convertible preferred stock |
Series B-2 redeemable convertible preferred stock |
Common stock |
Additional paid in capital |
Accumulated deficit |
Notes receivable- shareholders |
Accumulated comprehensive income (loss) |
Total | |||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands) |
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE AT JUNE 30, 2020 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 5,416 | $ | 14,786 | 11,942 | $ | 34,740 | 14,841 | $ | 1 | $ | 2,579 | $ | (64,663 | ) | $ | — | $ | — | $ | (62,083 | ) | |||||||||||||||||||||||||||||||||
Issuance of common stock under employee stock option and stock award plans |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of preferred stock |
— | — | — | — | — | — | 6,257 | 18,250 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock issuance costs |
— | — | — | — | — | — | — | (205 | ) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense related to stock awards |
— | — | — | — | — | — | — | — | — | — | 163 | — | — | — | 163 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | (4,050 | ) | — | — | (4,050 | ) | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
BALANCE AT SEPTEMBER 30, 2020 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 5,416 | $ | 14,786 | 18,199 | $ | 52,785 | 14,841 | $ | 1 | $ | 2,742 | $ | (68,713 | ) | $ | — | $ | — | $ | (65,970 | ) | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A redeemable convertible preferred stock |
Series B redeemable convertible preferred stock |
Series B-1 redeemable convertible preferred stock |
Series B-2 redeemable convertible preferred stock |
Common stock |
Additional paid in capital |
Accumulated deficit |
Notes receivable- shareholders |
Accumulated comprehensive income (loss) |
Total | |||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2019 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 5,416 | $ | 14,786 | — | $ | — | 14,655 | $ | 1 | $ | 2,479 | $ | (56,938 | ) | $ | — | $ | — | $ | (54,458 | ) | |||||||||||||||||||||||||||||||||
Issuance of common stock under employee stock option and stock award plans |
— | — | — | — | — | — | — | — | 186 | — | 26 | — | — | — | 26 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of preferred stock |
— | — | — | — | — | — | 18,199 | 53,085 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock issuance costs |
— | — | — | — | — | — | — | (300 | ) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense related to employee and non-employee stock awards |
— | — | — | — | — | — | — | — | — | — | 221 | — | — | — | 221 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants |
— | — | — | — | — | — | — | — | — | — | 16 | — | — | — | 16 | |||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | (11,775 | ) | — | — | (11,775 | ) | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
BALANCE AT SEPTEMBER 30, 2020 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 5,416 | $ | 14,786 | 18,199 | $ | 52,785 | 14,841 | $ | 1 | $ | 2,742 | $ | (68,713 | ) | $ | — | $ | — | $ | (65,970 | ) | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable convertible preferred stock | Stockholder’s equity (deficit) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A redeemable convertible preferred stock |
Series B redeemable convertible preferred stock |
Series B-1 redeemable convertible preferred stock |
Series B-2 redeemable convertible preferred stock |
Common stock |
Additional paid in capital |
Accumulated deficit |
Notes receivable- shareholders |
Accumulated comprehensive income (loss) |
Total | |||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands) |
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE AT JUNE 30, 2021 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 5,416 | $ | 14,786 | 18,199 | $ | 52,379 | 16,345 | $ | 3 | $ | 18,295 | $ | (101,977 | ) | $ | — | $ | (4 | ) | $ | (83,683 | ) | ||||||||||||||||||||||||||||||||
Issuance of common stock under employee stock option and stock award plans |
— | — | — | — | — | — | — | — | 446 | — | 71 | — | — | — | 71 | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense related to employee and non-employee stock awards |
— | — | — | — | — | — | — | — | — | — | 201 | — | — | — | 201 | |||||||||||||||||||||||||||||||||||||||||||||
Recission of common stock |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | — | — | — | — | — | — | — | 2 | 2 | |||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | (6,843 | ) | — | — | (6,843 | ) | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|||||||||||||||||||||||||||||||
BALANCE AT SEPTEMBER 30, 2021 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 5,416 | $ | 14,786 | 18,199 | $ | 52,379 | 16,791 | $ | 3 | $ | 18,567 | $ | (108,820 | ) | $ | — | $ | (2 | ) | $ | (90,252 | ) | ||||||||||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A redeemable convertible preferred stock |
Series B redeemable convertible preferred stock |
Series B-1 redeemable convertible preferred stock |
Series B-2 redeemable convertible preferred stock |
Common stock |
Additional paid in capital |
Accumulated deficit |
Notes receivable- shareholders |
Accumulated comprehensive income (loss) |
Total | |||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2020 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 5,416 | $ | 14,786 | 18,199 | $ | 52,379 | 15,327 | $ | 2 | $ | 3,557 | $ | (75,982 | ) | $ | — | $ | (1 | ) | $ | (72,424 | ) | ||||||||||||||||||||||||||||||||
Issuance of common stock under employee stock option and stock award plans |
— | — | — | — | — | — | — | — | 5,785 | 1 | 1,476 | — | (1,183 | ) | — | 294 | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense related to employee and non-employee stock awards |
— | — | — | — | — | — | — | — | — | — | 14,765 | — | — | — | 14,765 | |||||||||||||||||||||||||||||||||||||||||||||
Recission of common stock awards |
— | — | — | — | — | — | — | — | (4,321 | ) | — | (1,231 | ) | — | 1,183 | — | (48 | ) | ||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | — | — | — | — | — | — | — | (1 | ) | (1 | ) | |||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | (32,838 | ) | — | — | (32,838 | ) | |||||||||||||||||||||||||||||||||||||||||||
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|
|||||||||||||||||||||||||||||||
BALANCE AT SEPTEMBER 30, 2021 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 5,416 | $ | 14,786 | 18,199 | $ | 52,379 | 16,791 | $ | 3 | $ | 18,567 | $ | (108,820 | ) | $ | — | $ | (2 | ) | $ | (90,252 | ) | ||||||||||||||||||||||||||||||||
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|
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|
|
|
|
Nine Months Ended September 30, |
||||||||
(In thousands) |
2021 |
2020 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net loss |
$ | (32,838 | ) | $ | (11,775 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation |
278 | 276 | ||||||
Amortization of intangibles |
253 | — | ||||||
Other non-cash (income) expenses |
50 | (1 | ) | |||||
Amortization of deferred rent |
(35 | ) | 14 | |||||
Stock-based compensation expense |
14,765 | 221 | ||||||
Amortization of debt discount and issuance costs |
9 | 4 | ||||||
Change in operating assets and liabilities: |
||||||||
Accounts receivable |
(1,418 | ) | (1,611 | ) | ||||
Inventory |
(8,315 | ) | (1,547 | ) | ||||
Prepaid expenses and other current assets |
(101 | ) | (79 | ) | ||||
Other assets |
(138 | ) | — | |||||
Accounts payable, accrued compensation and other expenses |
2,639 | 1,929 | ||||||
Deferred revenue |
59 | (216 | ) | |||||
|
|
|
|
|||||
Net cash used in operating activities |
(24,792 | ) | (12,785 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Asset acquisition |
(680 | ) | — | |||||
Investment purchases |
(634 | ) | — | |||||
Purchases of property and equipment |
(1,213 | ) | (223 | ) | ||||
Repayment of notes receivable |
2 | — | ||||||
|
|
|
|
|||||
Net cash used in investing activities |
(2,525 | ) | (223 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Proceeds from issuance of preferred stock |
— | 53,085 | ||||||
Payment of preferred stock issuance costs |
— | (300 | ) | |||||
Payment of deferred offering costs |
(2,503 | ) | — | |||||
Proceeds from issuance of common stock in connection with stock options exercised |
294 | 26 | ||||||
Proceeds from issuance of long-term debt |
2,000 | 6,000 | ||||||
Principal payments on long-term debt |
(267 | ) | (4,800 | ) | ||||
Payment of debt issuance costs |
— | (20 | ) | |||||
|
|
|
|
|||||
Net cash (used in) provided by financing activities |
(476 | ) | 53,991 | |||||
|
|
|
|
|||||
Effect of exchange rate changes on cash |
(1 | ) | — | |||||
|
|
|
|
|||||
NET INCREASE (DECREASE) IN CASH, CASH-EQUIVALENTS AND RESTRICTED CASH |
(27,794 | ) | 40,983 | |||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD |
38,869 | 6,118 | ||||||
|
|
|
|
|||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD |
$ | 11,075 | $ | 47,101 | ||||
|
|
|
|
|||||
NON-CASH FINANCING ACTIVITIES |
||||||||
Deferred offering costs in other current assets and accounts payable and accrued expenses |
$ | 977 | — |
• | LOKB acquired all of the issued and allotted Navitas Ireland Shares pursuant to the Tender Offer; |
• | Merger Sub merged with and into Navitas Delaware, with Navitas Delaware surviving as a wholly-owned subsidiary of Navitas Corp; |
• | each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was automatically converted into one validly issued, fully paid and nonassessable limited liability company interest of Navitas Delaware held by the Navitas Corp, which limited liability company interest constitutes the only outstanding limited liability company interest of Navitas Delaware; |
• | all issued and outstanding Navitas Ireland Shares (other than Navitas Ireland Restricted Shares) converted into an aggregate of 39,477,026 shares of Common Stock; |
• | all issued and outstanding Navitas Delaware Shares (other than Navitas Delaware Restricted Shares, shares held by the Company, Sponsor or held in treasury) converted into an aggregate of 39,477,026 shares of Common Stock; |
• | all Navitas Delaware Shares held in treasury were canceled without any conversion thereof; |
• | all of the outstanding options of Navitas Delaware and Navitas Ireland to acquire Navitas Delaware Common Shares or Navitas Ireland Common Shares, respectively, were assumed by Navitas Corp and converted into options to acquire an aggregate of 11,276,706 shares of Common Stock; |
• | all of the outstanding Navitas Delaware restricted stock units and Navitas Ireland restricted stock units were assumed by Navitas Corp and converted into awards of restricted stock units (“ RSUs ”) to acquire an aggregate of 4,525,344 shares of Common Stock; |
• | all of the outstanding warrants of Navitas Delaware and Navitas Ireland to acquire Navitas Delaware Common Shares, Navitas Delaware Preferred Shares, Navitas Ireland Common Stock, or Navitas Ireland Preferred Stock, respectively, were assumed by the Company and converted into warrants to acquire an aggregate of 375,189 shares of Common Stock; |
• | all of the 6,315,000 outstanding shares of the Company’s Class B common stock, par value $0.0001 per share (the “ Class B Common Stock ”), held by the Sponsor were converted into an aggregate of 6,315,000 shares of Common Stock; |
• | all of the outstanding Company units were separated into one share of Common Stock and one-third (1/3) of one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Warrants ”); and |
• | the Company issued an aggregate of 17,300,000 shares of Common Stock to the PIPE Investors pursuant to the closing of the PIPE (as defined below). |
• | 117,733,507 shares of Common Stock; |
• | options to acquire an aggregate of 11,276,706 shares of Common Stock; |
• | RSUs to acquire an aggregate of 4,525,344 shares of Common Stock; and |
• | 8,433,333 public Warrants and 4,666,667 Private Placement Warrants (as defined below), each exercisable for one share of Common Stock at a price of $11.50 per share. |
September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
December 31, 2019 |
|||||||||||||
Cash and cash equivalents |
$ | 11,075 | $ | 38,869 | $ | 47,101 | $ | 5,970 | ||||||||
Restricted cash |
— | — | — | 148 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash, cash equivalents and restricted cash |
$ | 11,075 | $ | 38,869 | $ | 47,101 | $ | 6,118 | ||||||||
|
|
|
|
|
|
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
Furniture and fixtures |
$ | 265 | $ | 164 | ||||
Computers and other equipment |
2,285 | 1,591 | ||||||
Leasehold improvements |
553 | 135 | ||||||
|
|
|
|
|||||
3,103 | 1,890 | |||||||
Accumulated depreciation |
(1,487 | ) | (1,168 | ) | ||||
|
|
|
|
|||||
Total |
$ | 1,616 | $ | 722 | ||||
|
|
|
|
Furniture and fixtures |
3 – 7 years | |||
Computers and other equipment |
2 – 5 years | |||
Leasehold improvements |
2 – 5 years |
September 30, 2021 |
December 31, 2020 |
|||||||
Raw materials |
$ | 3,427 | $ | 1,042 | ||||
Work-in-process |
6,991 | 1,991 | ||||||
Finished goods |
1,301 | 371 | ||||||
|
|
|
|
|||||
Total |
$ | 11,719 | $ | 3,404 | ||||
|
|
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
Note payable |
$ | 7,733 | $ | 6,000 | ||||
Less: Current portion |
(3,200 | ) | (1,000 | ) | ||||
Less: Debt discount and issuance costs |
(20 | ) | (29 | ) | ||||
|
|
|
|
|||||
Note payable, net of current portion |
$ | 4,513 | $ | 4,971 | ||||
|
|
|
|
Fiscal Year |
||||
Remainder of 2021 |
$ | 800 | ||
2022 |
3,200 | |||
2023 |
3,200 | |||
2024 |
533 | |||
2025 |
— | |||
Thereafter |
— | |||
|
|
|||
Total |
$ | 7,733 | ||
|
|
Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
(In thousands) |
2021 |
2020 |
2021 |
2020 |
||||||||||||
Cost of revenues |
$ | — | $ | — | $ | 163 | $ | — | ||||||||
Research and development |
68 | 151 | 1,698 | 175 | ||||||||||||
Selling, general and administrative |
133 | 12 | 12,904 | 46 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stock-based compensation expense |
$ | 201 | $ | 163 | $ | 14,765 | $ | 221 | ||||||||
|
|
|
|
|
|
|
|
2021 |
||||
Risk-free interest rates |
0.42 | % | ||
Expected volatility rates |
44 | % | ||
Expected dividend yield |
— | |||
Expected term (in years) |
6 | |||
Weighted-average grant date fair value of options |
$ | 0.48 |
Shares (In thousands) |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Term (In years) |
||||||||||
Outstanding at December 31, 2020 |
11,861 | $ | 0.51 | 7.8 | ||||||||
Granted |
190 | 1.16 | ||||||||||
Exercised |
(1,465 | )1 | 0.17 | |||||||||
Forfeited or expired |
(53 | ) | 1.14 | |||||||||
Cancelled |
(135 | ) | 1.16 | |||||||||
|
|
|
|
|||||||||
Outstanding at September 30, 2021 |
10,398 | $ | 0.56 | 7.4 | ||||||||
|
|
|
|
|||||||||
Vested and Exercisable at September 30, 2021 |
6,353 | $ | 0.32 | 6.8 | ||||||||
|
|
|
|
1 | Net of 240 options exercised in the first quarter of 2021 which were subsequently rescinded in the three months ended June 30, 2021. |
Shares (In thousands) |
Weighted Average Fair Value |
|||||||
Unvested options outstanding at December 31, 2020 |
5,935 | $ | 0.33 | |||||
Granted |
190 | 0.48 | ||||||
Vested |
(1,892 | ) | 0.24 | |||||
Forfeited or expired |
(53 | ) | 0.47 | |||||
Cancelled |
(135 | ) | 0.48 | |||||
|
|
|||||||
Unvested options outstanding at September 30, 2021 |
4,045 | $ | 0.38 | |||||
|
|
Restricted Common Stock Awards |
Shares (In thousands) |
Weighted- Average Issuance Price |
Weighted- Average Grant Date Fair Value Per Share |
|||||||||
Outstanding at December 31, 2020 |
— | $ | — | $ | — | |||||||
Granted |
4,081 | (1) | 0.29 | 5.53 | ||||||||
Vested |
— | (1) | — | — | ||||||||
Forfeited |
— | — | — | |||||||||
Rescinded |
(4,081 | ) | 0.29 | 5.53 | ||||||||
|
|
|
|
|
|
|||||||
Outstanding at September 30, 2021 |
— | $ | — | $ | — | |||||||
|
|
|
|
|
|
RSU Awards |
Shares (In thousands) |
Weighted- Average Grant Date Fair Value Per Share |
||||||
Outstanding at December 31, 2020 |
— | $ | — | |||||
Granted |
4,135 | 10.53 | ||||||
Vested |
— | — | ||||||
Forfeited |
— | — | ||||||
|
|
|
|
|||||
Outstanding at September 30, 2021 |
4,135 | $ | 10.53 | |||||
|
|
|
|
(1) | All shares awarded, both 271 which were vested prior to rescission and the remaining unvested shares, were rescinded for no consideration in the second quarter of 2021. |
Nine Months Ended September 30, |
||||||||
Customer |
2021 |
2020 |
||||||
Distributor A |
21 | % | 49 | % | ||||
Distributor B |
13 | * | ||||||
Distributor C |
19 | 20 | ||||||
Distributor D |
27 | 12 | ||||||
Distributor E |
* | 19 |
* | Total customer revenue was less than 10% of net revenues. |
As of September 30, |
||||||||
Customer |
2021 |
2020 |
||||||
Distributor A |
17 | % | 41 | % | ||||
Distributor B |
* | * | ||||||
Distributor C |
16 | 13 | ||||||
Distributor D |
14 | 15 | ||||||
Distributor E |
* | 29 | ||||||
Distributor F |
13 | * |
* | Total customer accounts receivable was less than 10% of net accounts receivables. |
September 30, 2021 |
||||
Remainder of 2021 |
$ | 275 | ||
2022 |
911 | |||
2023 |
530 | |||
2024 |
154 | |||
2025 |
— | |||
Thereafter |
— | |||
|
|
|||
Total future minimum lease payments |
$ | 1,870 | ||
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
Notes receivable — employee |
$ | 210 | $ | 221 |
(In thousands, except shares and par value) |
December 31, 2020 |
December 31, 2019 |
||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 38,869 | $ | 5,970 | ||||
Restricted cash |
— | 148 | ||||||
Accounts receivable, net |
4,152 | 698 | ||||||
Inventory |
3,404 | 699 | ||||||
Prepaid expenses and other current assets |
522 | 236 | ||||||
|
|
|
|
|||||
Total current assets |
46,947 | 7,751 | ||||||
PROPERTY AND EQUIPMENT, net |
722 | 882 | ||||||
INTANGIBLE ASSETS, net |
515 | — | ||||||
NOTES RECEIVABLE |
221 | 229 | ||||||
OTHER ASSETS |
102 | 97 | ||||||
|
|
|
|
|||||
Total assets |
$ | 48,507 | $ | 8,959 | ||||
|
|
|
|
|||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable and other accrued expenses |
$ | 3,698 | $ | 871 | ||||
Accrued compensation expenses |
1,668 | 259 | ||||||
Deferred revenue |
— | 288 | ||||||
Current portion of long-term debt |
1,000 | 2,400 | ||||||
|
|
|
|
|||||
Total current liabilities |
6,366 | 3,818 | ||||||
LONG-TERM DEBT |
4,971 | 2,400 | ||||||
OTHER LIABILITIES |
88 | 68 | ||||||
|
|
|
|
|||||
Total liabilities |
11,425 | 6,286 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 12) |
||||||||
REDEEMABLE CONVERTIBLE PREFERRED STOCK: |
||||||||
Series A convertible preferred stock, $0.0001 par value; 16,716,348 shares authorized and 16,620,018 shares issued and outstanding at December 31, 2020 and 2019; liquidation preference of $17,451 at December 31, 2020 and 2019, respectively |
14,970 | 14,970 | ||||||
Series B convertible preferred stock, $0.0001 par value; 14,262,664 shares authorized, 14,213,431 shares issued and outstanding at December 31, 2020 and 2019; liquidation preference of $27,574 at December 31, 2020 and 2019, respectively |
27,371 | 27,371 | ||||||
Series B-1 convertible preferred stock, $0.0001 par value; 6,133,979 shares authorized, 5,416,551 shares issued and outstanding at December 31, 2020 and 2019; liquidation preference of $15,112 at December 31, 2020 and 2019, respectively |
14,786 | 14,786 | ||||||
Series B-2 convertible preferred stock, $0.0001 par value; 24,027,913 shares authorized, 18,198,891 and nil shares issued and outstanding at December 31, 2020 and 2019, respectively; liquidation preference of $53,085 at December 31, 2020 |
52,379 | — | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT): |
||||||||
Common stock, $0.0001 par value, 93,000,000 and 63,000,000 shares authorized as of December 31, 2020 and 2019, respectively, 15,327,160 and 14,654,640 shares issued and outstanding at December 31, 2020 and 2019, respectively |
2 | 1 | ||||||
Additional paid-in capital |
3,557 | 2,483 | ||||||
Accumulated other comprehensive income (loss) |
(1 | ) | — | |||||
Accumulated deficit |
(75,982 | ) | (56,938 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity (deficit) |
(72,424 | ) | (54,454 | ) | ||||
|
|
|
|
|||||
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) |
$ | 48,507 | $ | 8,959 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
(In thousands, except per share amounts) |
2020 |
2019 |
||||||
NET REVENUES |
$ | 11,849 | $ | 1,687 | ||||
COST OF REVENUES |
8,134 | 1,167 | ||||||
|
|
|
|
|||||
GROSS PROFIT |
3,715 | 520 | ||||||
|
|
|
|
|||||
OPERATING EXPENSES: |
||||||||
Research and development |
13,049 | 11,136 | ||||||
Selling, general and administrative |
9,469 | 6,478 | ||||||
|
|
|
|
|||||
Total operating expenses |
22,518 | 17,614 | ||||||
|
|
|
|
|||||
LOSS FROM OPERATIONS |
(18,803 | ) | (17,094 | ) | ||||
INTEREST EXPENSE, net of interest income of $4 and $5 |
(236 | ) | (254 | ) | ||||
|
|
|
|
|||||
LOSS BEFORE INCOME TAXES |
(19,039 | ) | (17,348 | ) | ||||
PROVISION FOR INCOME TAXES |
5 | 1 | ||||||
|
|
|
|
|||||
NET LOSS |
$ | (19,044 | ) | $ | (17,349 | ) | ||
|
|
|
|
|||||
NET LOSS PER COMMON SHARE: |
||||||||
Basic and diluted |
$ | (1.28 | ) | $ | (1.20 | ) | ||
|
|
|
|
|||||
COMMON SHARES USED IN PER SHARE CALCULATION: |
||||||||
Basic and diluted |
14,847 | 14,516 | ||||||
|
|
|
|
Year Ended December 31, |
||||||||
(In thousands) |
2020 |
2019 |
||||||
Net loss |
$ | (19,044 | ) | $ | (17,349 | ) | ||
Other comprehensive income (loss), net of tax: |
||||||||
Foreign currency translation adjustments, net of tax |
(1 | ) | — | |||||
|
|
|
|
|||||
Total other comprehensive income (loss) |
(1 | ) | — | |||||
|
|
|
|
|||||
TOTAL COMPREHENSIVE LOSS |
$ | (19,045 | ) | $ | (17,349 | ) | ||
|
|
|
|
Redeemable Convertible Preferred Stock | Stockholder’s Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A redeemable convertible preferred stock |
Series B redeemable convertible preferred stock |
Series B-1 redeemable convertible preferred stock |
Series B-2 redeemable convertible preferred stock |
Common stock |
Additional paid in capital |
Accumulated deficit |
Accumulated comprehensive income (loss) |
Total | ||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands) |
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2018 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 4,340 | $ | 11,976 | — | $ | — | 14,377 | $ | 1 | $ | 2,335 | $ | (39,589 | ) | $ | — | $ | (37,253 | ) | |||||||||||||||||||||||||||||||
Issuance of preferred stock |
— | — | — | — | 1,076 | 3,000 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock issuance costs |
— | — | — | — | — | (190 | ) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Vesting of warrants |
— | — | — | — | — | — | — | — | — | — | 1 | — | — | 1 | ||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock |
— | — | — | — | — | — | — | — | 278 | — | 31 | — | — | 31 | ||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense related to employee stock awards |
— | — | — | — | — | — | — | — | — | — | 116 | — | — | 116 | ||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | (17,349 | ) | — | (17,349 | ) | ||||||||||||||||||||||||||||||||||||||||
|
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|||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2019 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 5,416 | $ | 14,786 | — | — | 14,655 | $ | 1 | $ | 2,483 | $ | (56,938 | ) | $ | — | $ | (54,454 | ) | ||||||||||||||||||||||||||||||||
Issuance of common stock under employee stock option and stock award plans |
— | — | — | — | — | — | — | — | 672 | 1 | 31 | — | — | 32 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of preferred stock |
— | — | — | — | — | — | 18,199 | 53,085 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock issuance costs |
— | — | — | — | — | — | — | (706 | ) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense related to employee and non-employee stock awards |
— | — | — | — | — | — | — | — | — | — | 1,027 | — | — | 1,027 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants |
— | — | — | — | — | — | — | — | — | — | 16 | — | — | 16 | ||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | — | — | — | — | — | — | (1 | ) | (1 | ) | ||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | (19,044 | ) | — | (19,044 | ) | ||||||||||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2020 |
16,620 | $ | 14,970 | 14,213 | $ | 27,371 | 5,416 | $ | 14,786 | 18,199 | $ | 52,379 | 15,327 | $ | 2 | $ | 3,557 | $ | (75,982 | ) | $ | (1 | ) | $ | (72,424 | ) | ||||||||||||||||||||||||||||||
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|
Year Ended December 31, |
||||||||
(In thousands) |
2020 |
2019 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net loss |
$ | (19,044 | ) | $ | (17,349 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation |
344 | 385 | ||||||
Amortization of intangibles |
167 | — | ||||||
Amortization of deferred rent |
20 | 46 | ||||||
Other |
38 | 1 | ||||||
Stock-based compensation expense |
1,027 | 116 | ||||||
Amortization of debt discount and issuance costs |
8 | 8 | ||||||
Change in operating assets and liabilities: |
||||||||
Accounts receivable |
(3,454 | ) | (480 | ) | ||||
Inventory |
(2,705 | ) | (197 | ) | ||||
Prepaid expenses and other current assets |
(286 | ) | 67 | |||||
Other assets |
(5 | ) | (69 | ) | ||||
Accounts payable, accrued compensation and other expenses |
3,553 | (422 | ) | |||||
Deferred revenue |
(288 | ) | 288 | |||||
|
|
|
|
|||||
Net cash used in operating activities |
(20,625 | ) | (17,606 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchases of property and equipment |
(223 | ) | (66 | ) | ||||
Repayment (issuance) of notes receivable |
8 | (2 | ) | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(215 | ) | (68 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Proceeds from issuance of preferred stock |
53,085 | 3,000 | ||||||
Payment of preferred stock issuance costs |
(706 | ) | (190 | ) | ||||
Proceeds from issuance of common stock |
31 | — | ||||||
Proceeds from issuance of long-term debt |
6,000 | 2,000 | ||||||
Principal payments on long-term debt |
(4,800 | ) | (1,200 | ) | ||||
Payment of debt issuance costs |
(20 | ) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
53,590 | 3,610 | ||||||
|
|
|
|
|||||
Effect of exchange rate changes on cash |
1 | — | ||||||
|
|
|
|
|||||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
32,751 | (14,064 | ) | |||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD |
6,118 | 20,182 | ||||||
|
|
|
|
|||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD |
$ | 38,869 | $ | 6,118 | ||||
|
|
|
|
|||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
||||||||
Payable for asset acquisition |
$ | 683 | $ | — | ||||
Warrants issued in connection with debt |
$ | 16 | $ | — | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
||||||||
Cash paid for income taxes |
$ | 2 | $ | 1 | ||||
Cash paid for interest |
$ | 218 | $ | 289 |
2020 |
2019 |
2018 |
||||||||||
Cash and cash equivalents |
$ | 38,869 | $ | 5,970 | $ | 20,035 | ||||||
Restricted cash |
— | 148 | 147 | |||||||||
|
|
|
|
|
|
|||||||
Total cash, cash equivalents and restricted cash |
$ | 38,869 | $ | 6,118 | $ | 20,182 | ||||||
|
|
|
|
|
|
2020 |
2019 |
|||||||
Furniture and fixtures |
$ | 164 | $ | 168 | ||||
Computers and other equipment |
1,591 | 1,558 | ||||||
Leasehold improvements |
135 | 135 | ||||||
|
|
|
|
|||||
1,890 | 1,861 | |||||||
Accumulated depreciation |
(1,168 | ) | (979 | ) | ||||
|
|
|
|
|||||
Total |
$ | 722 | $ | 882 | ||||
|
|
|
|
Furniture and fixtures |
3 — 7 years | |||
Computers and other equipment |
2 — 5 years | |||
Leasehold improvements |
2 — 5 years |
December 31, 2020 |
December 31, 2019 |
|||||||
Raw materials |
$ | 1,042 | $ | 276 | ||||
Work-in-process |
1,991 | 75 | ||||||
Finished goods |
371 | 348 | ||||||
|
|
|
|
|||||
Total |
$ | 3,404 | $ | 699 | ||||
|
|
|
|
2020 | 2019 | |||||||
Note payable |
$ | 6,000 | $ | 4,800 | ||||
Less: Current portion |
(1,000 | ) | (2,400 | ) | ||||
Less: Debt discount and issuance costs |
(29 | ) | — | |||||
|
|
|
|
|||||
Note payable, net of current portion |
$ | 4,971 | $ | 2,400 | ||||
|
|
|
|
Fiscal Year |
||||
2021 |
$ | 1,000 | ||
2022 |
2,400 | |||
2023 |
2,400 | |||
2024 |
200 | |||
2025 |
— | |||
Thereafter |
— | |||
|
|
|||
Total |
$ | 6,000 | ||
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Risk-free interest rates |
0.42 | % | 2.66 | % | ||||
Expected volatility rates |
44 | % | 39 | % | ||||
Expected dividend yield |
— | — | ||||||
Expected term (in years) |
6 | 6 | ||||||
Weighted-average grant date fair value of options |
$ | 0.48 | $ | 0.08 |
Shares (In thousands) |
Weighted-Average Exercise Price |
Weighted-Average Remaining Contractual Term (In years) |
||||||||||
Outstanding at December 31, 2018 |
7,954 | $ | 0.13 | 8.7 | ||||||||
Granted |
1,120 | 0.22 | ||||||||||
Exercised |
— | — | ||||||||||
Forfeited or expired |
— | — | ||||||||||
|
|
|
|
|||||||||
Outstanding at December 31, 2019 |
9,075 | $ | 0.19 | 7.9 | ||||||||
Granted |
3,983 | 1.16 | ||||||||||
Exercised |
(187 | ) | 0.14 | |||||||||
Forfeited or expired |
(1,011 | ) | 0.19 | |||||||||
|
|
|
|
|||||||||
Outstanding at December 31, 2020 |
11,860 | $ | 0.51 | 7.8 | ||||||||
|
|
|
|
|||||||||
Vested and Exercisable at December 31, 2020 |
5,925 | $ | 0.20 | 6.9 | ||||||||
|
|
|
|
Shares (In thousands) |
Weighted Average Fair Value |
|||||||
Unvested options outstanding at December 31, 2018 |
5,019 | $ | 0.08 | |||||
Granted |
1,120 | 0.08 | ||||||
Vested |
(1,045 | ) | 0.06 | |||||
Forfeited or expired |
— | — | ||||||
|
|
|||||||
Unvested options outstanding at December 31, 2019 |
5,094 | 0.08 | ||||||
Granted |
3,983 | 0.48 | ||||||
Vested |
(2,132 | ) | 0.11 | |||||
Forfeited or expired |
(1,010 | ) | 0.08 | |||||
|
|
|||||||
Unvested options outstanding at December 31, 2020 |
5,935 | $ | 0.33 | |||||
|
|
Shares (In thousands) |
Weighted-Average Issuance Price |
Weighted-Average Grant Date Fair Value Per Share |
||||||||||
Outstanding at December 31, 2018 |
252 | $ | 0.12 | $ | 0.01 | |||||||
Granted |
26 | 0.22 | 0.01 | |||||||||
Vested |
(278 | ) | 0.03 | 0.01 | ||||||||
Forfeited |
— | — | — | |||||||||
|
|
|||||||||||
Outstanding at December 31, 2019 |
— | $ | — | $ | — | |||||||
|
|
Year Ended December 31, |
||||||||
Customer |
2020 |
2019 |
||||||
Distributor A |
31 | % | 28 | % | ||||
Distributor B |
21 | * | ||||||
Distributor C |
16 | 29 | ||||||
Distributor D |
13 | * | ||||||
Distributor E |
18 | 28 |
* | Total customer revenue was less than 10% of net revenues. |
Year ended December 31, |
||||||||
Country |
2020 |
2019 |
||||||
China |
86 | % | 85 | % | ||||
United States |
7 | 9 | ||||||
Taiwan |
3 | — | ||||||
Korea |
2 | — | ||||||
All others |
2 | 6 | ||||||
|
|
|
|
|||||
Total |
100 | % | 100 | % | ||||
|
|
|
|
As of December 31, |
||||||||
Customer |
2020 |
2019 |
||||||
Distributor A |
* | % | 34 | % | ||||
Distributor B |
55 | * | ||||||
Distributor C |
* | 32 | ||||||
Distributor D |
17 | * | ||||||
Distributor E |
17 | 34 |
* | Total customer accounts receivable was less than 10% of net accounts receivables. |
2020 | 2019 | |||||||
Expected dividend yield |
— | — | ||||||
Risk-free interest rate |
0.21 | % | 2.67 | % | ||||
Expected life in years |
2.5 | 5 | ||||||
Expected volatility |
68 | % | 41 | % | ||||
Weighted-average fair value of warrants granted |
$ | 0.85 | $ | 0.23 |
Year Ended December 31, |
||||||||
(In thousands, except per share amounts) |
2020 |
2019 |
||||||
Basic and diluted loss per common share: (1) |
||||||||
Net loss |
$ | (19,044 | ) | $ | (17,349 | ) | ||
|
|
|
|
|||||
Weighted-average common shares |
14,847 | 14,516 | ||||||
|
|
|
|
|||||
Basic and diluted loss per common share |
$ | (1.28 | ) | $ | (1.20 | ) | ||
|
|
|
|
(1) | The Company’s potentially dilutive securities, which include unexercised stock options, unvested shares, preferred shares and warrants for common and preferred shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common shareholders for the periods indicated because including them would have had an antidilutive effect: |
Year Ended December 31, |
||||||||
(In thousands) |
2020 |
2019 |
||||||
Redeemable convertible preferred stock shares |
54,449 | 36,250 | ||||||
Warrants to purchase redeemable convertible preferred stock |
176 | 501 | ||||||
Warrants to purchase common shares |
1,107 | 932 | ||||||
Stock options potentially exercisable for common shares |
11,860 | 9,075 | ||||||
|
|
|
|
|||||
67,592 | 46,758 | |||||||
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
U.S. operations |
$ | (14,084 | ) | $ | (17,348 | ) | ||
Foreign operations |
(4,955 | ) | — | |||||
|
|
|
|
|||||
Total loss before income taxes |
$ | (19,039 | ) | $ | (17,348 | ) | ||
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Current provision (benefit): |
||||||||
Federal |
$ | — | $ | — | ||||
State |
1 | 1 | ||||||
Foreign |
4 | — | ||||||
|
|
|
|
|||||
5 | 1 | |||||||
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Deferred provision (benefit): |
||||||||
Federal |
(4,216 | ) | (3,607 | ) | ||||
State |
2,285 | (1,207 | ) | |||||
Foreign |
(1,237 | ) | — | |||||
Valuation allowance |
3,168 | 4,814 | ||||||
|
|
|
|
|||||
— | — | |||||||
|
|
|
|
|||||
Total |
$ | 5 | $ | 1 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Provision computed at Federal statutory rate |
21.0 | % | 21.0 | % | ||||
Change in valuation allowance |
(17.2 | ) | (27.8 | ) | ||||
Return to provision adjustments |
(6.7 | ) | (0.0 | ) | ||||
Foreign income tax rate and benefit |
6.7 | — | ||||||
Effect of permanent differences |
(0.7 | ) | (0.2 | ) | ||||
State tax, net of federal |
0.2 | 7.0 | ||||||
Deferred tax asset and liability adjustment |
(3.2 | ) | — | |||||
Other |
(0.1 | ) | — | |||||
|
|
|
|
|||||
Total |
0.0 | % | 0.0 | % | ||||
|
|
|
|
December 31, |
||||||||
2020 |
2019 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | 17,146 | $ | 13,601 | ||||
Benefit of tax credit carry-forwards |
207 | 208 | ||||||
Start up costs |
1,648 | 2,361 | ||||||
Other |
410 | 103 | ||||||
Valuation allowance |
(19,392 | ) | (16,224 | ) | ||||
|
|
|
|
|||||
19 | 49 | |||||||
Deferred tax liabilities: |
||||||||
Depreciation |
(19 | ) | (49 | ) | ||||
|
|
|
|
|||||
(19 | ) | (49 | ) | |||||
|
|
|
|
|||||
Net deferred tax balance |
$ | — | $ | — | ||||
|
|
|
|
December 31, 2020 |
||||
2021 |
$ | 848 | ||
2022 |
532 | |||
2023 |
142 | |||
2024 |
— | |||
2025 |
— | |||
Thereafter |
— | |||
|
|
|||
Total future minimum lease payments |
$ | 1,522 | ||
|
|
December 31, 2020 |
December 31, 2019 |
|||||||
Notes receivable |
$ | 221 | $ | 229 |
Item 13. |
Other Expenses of Issuance and Distribution. |
Amount |
||||
Securities and Exchange Commission registration fee |
$ | 126,203 | ||
Accounting fees and expenses |
50,000 | |||
Legal fees and expenses |
100,000 | |||
Transfer agent and registrar fees and expenses |
10,000 | |||
Financial printing and miscellaneous expenses |
25,000 | |||
|
|
|||
Total expenses |
$ | 311,203 |
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
Date Entered |
Shares of Common Stock |
Gross Proceeds |
||||||
May 2021 |
14,500,000 | $ | 145,000,000 | |||||
August 2021 |
1,000,000 | 10,000,000 | ||||||
October 2021 |
1,800,000 | 18,000,000 | ||||||
|
|
|
|
|||||
Total |
17,300,000 |
$ |
173,000,000 |
Item 16. |
Exhibits and Financial Statement Schedules. |
Incorporated by Reference |
||||||||||||||
Exhibit |
Description |
Form |
Exhibit |
Filing Date |
||||||||||
10.10+ | New Employment Agreement, dated as of May 6, 2021, by and between LOKB and Todd Glickman | 8-K |
10.2 | 10/25/2021 | ||||||||||
10.11 | Backstop Agreement, dated as of August 20, 2021, by and among LOKB, Live Oak Sponsor Partners II, LLC and Encompass Capital Advisors LLC | S-4/A |
10.17 | 8/23/2021 | ||||||||||
10.12+ | 2021 Equity Incentive Plan | 8-K |
10.5 | 10/25/2021 | ||||||||||
10.13+ | Form of Restricted Stock Units Agreement (U.S. Participants) | 8-K |
10.6 | 10/25/2021 | ||||||||||
10.14+ | Form of Stock Option Agreement | 8-K |
10.7 | 10/25/2021 | ||||||||||
16.1 | Letter regarding Change in Certifying Accountant | S-4/A |
16.1 | 7/14/2021 | ||||||||||
21.1 | List of Subsidiaries | S-1 | 21.1 | 11/24/21 | ||||||||||
23.1 | Consent of WithumSmith+Brown, PC (with respect to Live Oak Acquisition Corp. II financial statements) | S-1 | 23.1 | 11/24/21 | ||||||||||
23.2 | Consent of Deloitte & Touche LLP (with respect to Navitas Semiconductor Limited’s 2020 consolidated financial statements) | S-1 | 23.2 | 11/24/21 | ||||||||||
23.3 | Consent of CohnReznick LLP (with respect to Navitas Semiconductor Limited’s 2019 financial statements) | S-1 | 23.3 | 11/24/21 | ||||||||||
23.4 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1) | S-1 | 23.4 | 11/24/21 | ||||||||||
24.1 | Power of Attorney (included on signature page) | S-1 | 24.1 | 11/24/21 | ||||||||||
101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document) | |||||||||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||
101.CAL* | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||||||||
101.DEF* | Inline XBRL Taxonomy Definition Linkbase Document | |||||||||||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||
104* | Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments) |
† | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5), which the Registrant agrees to furnish supplementally to the SEC upon its request. |
* | Filed herewith. |
+ | Indicates a management contract or compensatory plan. |
Item 17. |
Undertakings. |
Navitas Semiconductor Corporation | ||
By: | /s/ Gene Sheridan | |
Name: Gene Sheridan | ||
Title: Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Gene Sheridan Gene Sheridan |
Chief Executive Officer and Director (Principal Executive Officer) |
December 2, 2021 | ||
* Daniel Kinzer |
Chief Operating Officer, Chief Technology Officer and Director |
December 2, 2021 | ||
* Todd Glickman |
Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
December 2, 2021 | ||
* Richard J. Hendrix |
Director | December 2, 2021 | ||
* Brian Long |
Director | December 2, 2021 | ||
* David Moxam |
Director | December 2, 2021 | ||
* Dipender Saluja |
Director | December 2, 2021 | ||
* Gary K. Wunderlich, Jr. |
Director | December 2, 2021 | ||
* By: /s/ Gene Sheridan Attorney-in-Fact |