Form 10-Q Aeva Technologies, Inc. For: Jun 30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of July 30, 2026, the registrant had
Table of Contents
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Page |
PART I. |
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Item 1. |
4 |
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4 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
5 |
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6 |
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8 |
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9 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
23 |
Item 3. |
32 |
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Item 4. |
32 |
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PART II. |
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Item 1. |
33 |
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Item 1A. |
33 |
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Item 2. |
33 |
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Item 3. |
33 |
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Item 4. |
33 |
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Item 5. |
33 |
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Item 6. |
34 |
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35 |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding future events and our future results that are subject to the safe harbors created under the Securities Act and the Exchange Act. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “goal,” “plan,” “intend,” “expect,” “seek”, and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, together with any updates in the section titled “Risk Factors” in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.
As used in this report, the terms “Aeva,” “we,” “us,” “our,” and “the Company” mean Aeva Technologies, Inc. and its subsidiaries unless the context indicates otherwise.
3
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE)
(UNAUDITED)
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June 30, 2026 |
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December 31, 2025 |
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Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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Accounts receivable, net |
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Inventories |
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Other current assets |
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Total current assets |
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Operating lease right-of-use assets |
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Property, plant and equipment, net |
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Intangible assets, net |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders' equity |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Accrued employee costs |
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Lease liability, current portion |
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Other current liabilities |
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Total current liabilities |
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Lease liability, noncurrent portion |
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Convertible notes |
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Warrant liabilities |
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Total liabilities |
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Convertible preferred stock $ |
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Common stock $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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( |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
4
AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues: |
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Product |
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$ |
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$ |
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$ |
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$ |
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Professional service |
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Total revenues |
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Cost of revenues: |
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Product |
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Professional service |
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Total cost of revenues |
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Gross profit |
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( |
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( |
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Operating expenses: |
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Research and development expenses |
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General and administrative expenses |
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Selling and marketing expenses |
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Total operating expenses |
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Operating loss |
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( |
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( |
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( |
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( |
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Interest income |
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Change in fair value of warrant liabilities |
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( |
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( |
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( |
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( |
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Fair value loss on share subscription liability |
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( |
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( |
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Interest expense |
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( |
) |
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( |
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Other income (expense), net |
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( |
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Loss before income taxes |
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( |
) |
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( |
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( |
) |
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( |
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Income tax provision |
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Net loss |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
Unrealized loss on available-for-sale securities, net of tax |
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( |
) |
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( |
) |
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( |
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Total comprehensive loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
Net loss per share, basic and diluted |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Weighted-average shares used in computing net loss per share, basic and diluted |
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See accompanying notes to the unaudited condensed consolidated financial statements.
5
AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
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Accumulated |
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Common stock |
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Additional |
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Other |
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Accumulated |
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Total stockholders' |
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Shares |
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Amount |
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capital |
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loss |
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deficit |
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equity |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Stock based compensation |
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— |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock |
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— |
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— |
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— |
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Issuance of common stock upon release of restricted |
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— |
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— |
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— |
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— |
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— |
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Unrealized loss on available-for-sale securities |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Balance as of March 31, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Stock based compensation |
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— |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock |
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— |
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— |
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— |
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Issuance of common stock upon release of restricted |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock in connection with follow on public |
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— |
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— |
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Issuance of common stock in connection with payment of |
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Unrealized loss on available-for-sale securities |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance as of June 30, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
6
AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
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Accumulated |
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Common stock |
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Additional |
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Other |
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Accumulated |
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Total stockholders' |
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Shares |
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Amount |
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capital |
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loss |
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deficit |
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equity (deficit) |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Stock based compensation |
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— |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon release of restricted |
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— |
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— |
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— |
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— |
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— |
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Shares withheld for the withholding tax on vesting of restricted |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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Unrealized loss on available-for-sale securities |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance as of March 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Stock based compensation |
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— |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock |
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— |
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— |
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— |
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Issuance of common stock upon release of restricted |
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— |
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— |
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— |
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— |
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— |
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Shares withheld for the withholding tax on vesting of |
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( |
) |
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— |
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( |
) |
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— |
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— |
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( |
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Unrealized loss on available-for-sale securities |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance as of June 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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See accompanying notes to the unaudited condensed consolidated financial statements.
7
AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
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Six Months Ended June 30, |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Loss on joint development agreement |
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Impairment of inventories |
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Issuance of shares for Convertible note interest payment |
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Change in fair value of warrant liabilities |
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Fair value loss on share subscription liability |
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Stock-based compensation |
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Amortization of right-of-use assets |
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Amortization of premium and accretion of discount on available-for-sale securities, net |
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( |
) |
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( |
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Accretion of convertible notes issuance cost |
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Changes in operating assets and liabilities: |
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Accounts receivable, net |
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( |
) |
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( |
) |
Inventories |
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( |
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Other current assets |
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Other noncurrent assets |
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Accounts payable |
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( |
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Accrued liabilities |
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( |
) |
|
|
( |
) |
Accrued employee costs |
|
|
( |
) |
|
|
( |
) |
Lease liability |
|
|
( |
) |
|
|
( |
) |
Other current liabilities |
|
|
|
|
|
( |
) |
|
Other noncurrent liabilities |
|
|
|
|
|
|
||
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchase of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Purchase of available-for-sale securities |
|
|
( |
) |
|
|
( |
) |
Proceeds from maturities of available-for-sale securities |
|
|
|
|
|
|
||
Net cash (used in) provided by investing activities |
|
|
( |
) |
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of common stock in connection with public offering |
|
|
|
|
|
|
||
Transaction costs related to issuance of common stock |
|
|
( |
) |
|
|
|
|
Proceeds from equity-related funding in connection with the JDA |
|
|
|
|
|
|
||
Payments of taxes withheld on net settled vesting of restricted stock units |
|
|
|
|
|
( |
) |
|
Transaction costs related to issuance of convertible notes |
|
|
( |
) |
|
|
|
|
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
Net decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Beginning cash and cash equivalents |
|
|
|
|
|
|
||
Ending cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of non-cash investing and financing activities: |
|
|
|
|
|
|
||
Issuance of shares for Convertible note interest payment |
|
$ |
|
|
$ |
|
||
Public offering issuance cost included in accounts payable |
|
$ |
|
|
$ |
|
||
Right-of-use asset obtained in exchange for lease liability |
|
$ |
|
|
$ |
|
||
Joint development agreement receivable |
|
$ |
|
|
$ |
|
||
Share subscription liability |
|
$ |
|
|
$ |
|
||
Unpaid property, plant and equipment purchases |
|
$ |
|
|
$ |
|
||
See accompanying notes to the unaudited condensed consolidated financial statements.
8
AEVA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip that, along with its proprietary software applications, has the potential to enable the adoption of LiDAR across broad applications from automated driving to consumer electronics, consumer health, industrial automation and security application.
The Company’s common stock is listed on the Nasdaq Global Select Market under the symbols “AEVA”.
Basis of Presentation and Unaudited Interim Financial Statements
The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.
These condensed consolidated financial statements and other information presented in this Form 10-Q should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC.
Public Offering
On June 5, 2026, the Company completed an underwritten public offering of
Principles of Consolidation and Liquidity
The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The Company has funded its operations primarily through the business combination with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)), on March 12, 2021 (the “Business Combination”), and issuances of convertible notes and common stock. As of June 30, 2026, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $
Significant Risks and Uncertainties
The Company is subject to those risks common in the technology industry and also those risks common to early stage companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any
9
losses on its deposits of cash and cash equivalents and believes the exposure to risk of loss is not material. Risks associated with the Company’s marketable securities is mitigated by investing in investment-grade rated securities when purchased.
The Company’s accounts receivable are derived from customers located in North America, Asia, and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company generally does not require collateral.
As of June 30, 2026,
Provision for Anticipated Losses on Contracts
When estimated contract costs exceed expected consideration under contracts with a customer, the Company evaluates whether the nature of the contract is in the scope of Accounting Standards Codification (“ASC”) 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts (“ASC 605-35”). If ASC 605-35 applies, the Company recognizes a provision for the entire anticipated losses on contracts as soon as the loss becomes evident. In determining the anticipated losses, the Company considers the principles in ASC 606-10-32-2 through 32-27 (except for the guidance in paragraphs 606-10-32-11 through 32-13 on constraining estimates of variable consideration) to determine the transaction price, adjusted to reflect the effects of the customer's credit risk. The costs used in arriving at the estimated loss on a contract shall include all costs of the type allocable to contracts under paragraphs 340-40-25-5 through 25-8. Provisions for anticipated losses, are classified in accrued liabilities on the condensed consolidated balance sheets.
The following table presents a summary of the changes in the value of the provision for anticipated losses (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Loss contract liability, beginning balance |
|
$ |
|
|
$ |
|
||
Provision for anticipated losses |
|
|
|
|
|
|
||
Settlement of loss contract liability |
|
|
( |
) |
|
|
( |
) |
Loss contract liability, closing balance |
|
$ |
|
|
$ |
|
||
Current portion |
|
$ |
|
|
$ |
|
||
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 “Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)” to improve the disclosures about an entity’s expenses. Upon adoption, the Company will be required to disclose in the notes to the financial statements a disaggregation of certain expense categories included within the expense captions on the face of the income statement. The standard is effective for the Company's 2027 annual period, and interim periods beginning in 2028, with early adoption permitted. The standard can be applied either prospectively or retrospectively. The Company is currently evaluating the potential effect that the updated standard will have on the condensed consolidated financial statements and related disclosures.
Note 2. Revenue
Disaggregation of Revenues
The Company disaggregates its revenue from contracts with customers by geographic region based on the primary billing address of the customer and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.
|
|
Three Months Ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Revenue |
|
|
% of Revenue |
|
|
Revenue |
|
|
% of Revenue |
|
||||
Revenue by primary geographical market: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
North America |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
EMEA |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Asia |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue by timing of recognition: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognized at a point in time |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Recognized over time |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
10
Total revenue for the six months ended June 30, 2026 and 2025, based on the disaggregation criteria described above were as follows (in thousands):
|
|
Six Months Ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Revenue |
|
|
% of Revenue |
|
|
Revenue |
|
|
% of Revenue |
|
||||
Revenue by primary geographical market: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
North America |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
EMEA |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
APAC |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue by timing of recognition: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognized at a point in time |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Recognized over time |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
The revenue recognized at a point in time was related to product revenue and revenue recognized over time was from non-recurring engineering services.
For the three months ended June 30, 2026,
For the six months ended June 30, 2026,
Contract Assets and Contract Liabilities
As of June 30, 2026 the Company had contract assets of $
Remaining Performance Obligations
As of June 30, 2026, the total amount of the transaction price allocated to unsatisfied performance obligations for contracts with an original duration greater than one year was $
11
Note 3. Financial Instruments
The following tables summarize the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy:
|
|
June 30, 2026 |
|
|||||||||||||||||||||
|
|
Adjusted Cost |
|
|
Unrealized Gains |
|
|
Unrealized Losses |
|
|
Fair Value |
|
|
Cash and Cash Equivalent |
|
|
Marketable Securities |
|
||||||
|
|
(in thousands) |
|
|||||||||||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Level 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Money market funds |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|||
U.S. Treasury securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Commercial paper |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Corporate bonds |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|||
Subtotal |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total assets |
|
$ |
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Convertible notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Warrant liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Total liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
December 31, 2025 |
|
|||||||||||||||||||||
|
|
Adjusted Cost |
|
|
Unrealized Gain |
|
|
Unrealized Losses |
|
|
Fair Value |
|
|
Cash and Cash Equivalent |
|
|
Marketable Securities |
|
||||||
|
|
(in thousands) |
|
|||||||||||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Level 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Money market funds |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
U.S. Treasury securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Commercial paper |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Corporate bonds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Convertible notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Warrant liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Total liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
The fair value of the private placement warrants, convertible notes and Series A warrants are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The Company used the Black Scholes option pricing and the lattice model as applicable to determine the fair value of the warrant liabilities and convertible notes, respectively, using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield.
12
Warrant liabilities
The following table presents a summary of the changes in the fair value of the Series A and private placement warrants (in thousands):
|
|
|
|
|
|
|
||
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Fair value, beginning balance |
|
$ |
|
|
$ |
|
||
Change in the fair value of Series A warrants included in other income (expense), net |
|
|
|
|
|
|
||
Change in the fair value of private placement warrants included in other income (expense), net |
|
|
|
|
|
( |
) |
|
Fair value, closing balance |
|
$ |
|
|
$ |
|
||
The key inputs into the Black-Scholes option pricing model for the private placement warrants were as follows for the relevant periods. These warrants expired on March 12, 2026, and they were no longer traded upon expiration:
|
|
December 31, 2025 |
|
|
Expected term (years) |
|
|
|
|
Expected volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Dividend yield |
|
|
% |
|
Exercise price |
|
$ |
|
|
The key inputs into the Black-Scholes option pricing model for the Series A warrants were as follows for the relevant periods:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Expected term (years) |
|
|
|
|
|
|
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Dividend yield |
|
|
% |
|
|
% |
||
Exercise Price |
|
$ |
|
|
$ |
|
||
Convertible notes
As of June 30, 2026 and December 31, 2025, the fair value of the Company’s convertible notes was $
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Expected term (years) |
|
|
|
|
|
|
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Conversion rate |
|
$ |
|
|
$ |
|
||
Stock price |
|
$ |
|
|
$ |
|
||
Note 4. Acquisition of Intangible Assets
As of June 30, 2026, expected amortization expense relating to purchased intangible assets was as follows (in thousands):
Remainder of 2026 |
|
$ |
|
|
Total future amortization |
|
$ |
|
13
Note 5. Inventories
Inventories consisted of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
Note 6. Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Computer equipment |
|
$ |
|
|
$ |
|
||
Lab equipment |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Testing equipment |
|
|
|
|
|
|
||
Manufacturing equipment |
|
|
|
|
|
|
||
Furniture, fixtures and other equipment |
|
|
|
|
|
|
||
Total property, plant and equipment |
|
$ |
|
|
$ |
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation related to property, plant, and equipment was $
Note 7. Other current assets
Other current assets consisted of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Prepaid expenses |
|
$ |
|
|
$ |
|
||
Joint development agreement receivable |
|
|
|
|
|
|
||
Contract assets |
|
|
|
|
|
|
||
Vendor deposits |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total other current assets |
|
$ |
|
|
$ |
|
||
Note 8. Other non-current assets
Other non-current assets consist of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Non marketable equity investments |
|
$ |
|
|
$ |
|
||
Security deposit |
|
|
|
|
|
|
||
Joint development agreement receivable |
|
|
|
|
|
|
||
Contract assets |
|
|
|
|
|
|
||
Other non-current assets |
|
|
|
|
|
|
||
Total other non-current assets |
|
$ |
|
|
$ |
|
||
14
In November 2023, the Company made an investment in
Note 9. Other current liabilities
Other current liabilities consisted of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Deferred revenue |
|
$ |
|
|
$ |
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total other current liabilities |
|
$ |
|
|
$ |
|
||
Note 10. Financing transactions
Private Investment - Sylebra
On November 8, 2023, the Company entered into Subscription Agreements (the “Sylebra Subscription Agreements”) with entities affiliated with Sylebra Capital Limited (“Sylebra”) and Adage Capital Management, providing for the purchase of an aggregate of
Standby Equity Purchase Agreement - Sylebra
On November 8, 2023, the Company also entered into a Standby Equity Purchase Agreement (as amended from time to time, the “Facility Agreement”) with entities affiliated with Sylebra, pursuant to which the Company will have the right, but not the obligation to sell to Sylebra up to $
When and if issued, the preferred stock will be issued at a price per share of $
The preferred stock will be convertible at the option of the holders into the number of shares of common stock equal to $
Any preferred stock issued in connection with the Facility Agreement will rank senior to common stock upon the Company’s liquidation, dissolution or winding up. Any such preferred stock will be entitled to priority cumulative dividends which shall accrue daily from and after the original issue date of such preferred stock and shall compound on a quarterly basis on each dividend payment date. The accrued dividends shall in all cases be payable upon liquidation.
The Company shall pay dividends on each share of preferred stock in cash or in kind through issuance of shares of common stock with an aggregate value equal to the amount of the dividend to have been paid divided by the dividend conversion price. The board of directors of the Company may at its sole discretion elect to pay the dividends in cash in lieu of shares of common stock. The preferred stock has no voting rights
15
unless it is converted into shares of common stock. Additionally, upon the occurrence of a change of control, the holders of preferred stock shall be entitled to receive in full a liquidating purchase in cash and in the amount per share of the preferred stock equal to the sum of (i) the liquidation preference plus (ii) accrued dividends with respect to such shares of preferred stock.
In connection with this financing, the Company also paid the entities affiliated with Sylebra, (a) a facility fee in the amount of $
In addition, upon receipt of stockholder approval in December 2023, the Company issued to Sylebra
As of June 30, 2026, the Company had
The exercise price and number of shares of common stock issuable upon exercise of the Series A Warrants may be adjusted in certain circumstances including in the event of a stock dividend or split, subsequent rights offerings, pro rata purchases, merger, reorganization, recapitalization, or spin-off. However, the Series A Warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. The Series A Warrants do not entitle the holders to any voting rights, dividends or other rights as a stockholder of the Company prior to being exercised for common stock.
Share Subscription Agreement - LGIT
On May 13, 2025, the Company entered into a strategic collaboration with LG Innotek Co., Ltd. (“LGIT”). In connection with this partnership, the parties entered into a LG Subscription Agreement, and a JDA, (collectively referred to as the “LGIT Transaction”).
Pursuant to the LG Subscription Agreement, LGIT agreed to make a strategic investment in the Company of $
The Long Forward and Barrier Put Option instrument required recognition as liability on the consolidated balance sheet because the instrument was determined not to be indexed to the Company’s common stock, as the total number of shares to be issued was not fixed. The Company recognized the instrument at fair value at contract inception and at each reporting date until settlement at closing of the LG Private Placement. The Company re-measured the fair value of the LG Private Placement as of the closing and accordingly recorded an associated gain of $
The LG Private Placement closed on August 20, 2025. Accordingly, the Company issued
Pursuant to the JDA, the Company agreed to provide non-recurring engineering services to LGIT in exchange for a total consideration of $
Convertible Notes
In November 2025, the Company issued $
16
The Convertible Notes are senior unsecured obligations of the Company and will mature on November 15, 2032, unless earlier converted, redeemed, or repurchased. The Convertible Notes are governed by an indenture dated November 6, 2025 (the “Indenture”). Interest on the Convertible Notes accrues at a rate of
The Convertible Notes are convertible at an initial conversion rate of
Subject to certain administrative conditions set forth in the Indenture, upon the occurrence of a Fundamental Change (as defined in the Indenture), each of the Holders shall have the right at such Holder’s option to require the Company to repurchase in cash all of such Holder’s Notes or any portion of the principal amount thereof which is equal to $
The net carrying amount of the Convertible Notes was as follows (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Principal |
|
$ |
|
|
$ |
|
||
Unamortized debt discount and issuance costs |
|
|
|
|
|
|
||
Net carrying amount |
|
$ |
|
|
$ |
|
||
The Company made its first semiannual interest payment on the Convertible Notes on May 15, 2026, by issuing
Public offering
On June 3, 2026 we filed a registration statement on Form S-3ASR (File No. 333-296469) (the “Shelf Registration Statement”) and a related prospectus with the Securities and Exchange Commission. Pursuant to the Shelf Registration Statement we may offer, from time to time, common stock, preferred stock, debt securities and warrants. On June 4, 2026, we filed a prospectus and prospectus supplement with the Securities and Exchange Commission. The prospectus and prospectus supplement registered the offer and sale of up to
Note 11. Capital Structure
As of June 30, 2026, the Company was authorized to issue up to
Preferred Stock
The Company is authorized to issue up to
17
Warrants
As of June 30, 2026, the Company had
Note 12. Loss Per Share
The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares of common stock outstanding — Basic and Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to common stockholders — Basic and Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Common stock options issued and outstanding |
|
|
|
|
|
|
||
Restricted stock units |
|
|
|
|
|
|
||
Performance-based restricted stock units |
|
|
|
|
|
|
||
Share subscription liability |
|
|
|
|
|
|
||
Common stock warrants |
|
|
|
|
|
|
||
Convertible notes |
|
|
|
|
|
|
||
Series A warrants |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Note 13. Stock-based Compensation
Stock Options
Aeva, Inc. adopted the 2016 Stock Incentive Plan in 2016 (the “2016 Plan”). Under the 2016 Plan, the board of directors of Aeva, Inc. granted awards, including incentive stock options, non-qualified stock options and restricted stock units (“RSUs”), to employees. In connection with the Business Combination, the Company assumed the 2016 Plan and all awards outstanding under the 2016 Plan, and adopted the 2021 Incentive Award Plan (the “2021 Plan” and together with the 2016 Plan, the “Stock Plans”) under which incentive stock options, non-qualified stock options and RSU may be granted to employees. Under the Stock Plans, the Company had
Under the terms of the Stock Plans, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options are permitted to be granted below fair market value of the stock on the date of grant. The majority of stock options granted have service-based vesting conditions only. The service-based vesting conditions vary; however, typically stock options vest over
18
A summary of the Company’s stock option activity, for the six months ended June 30, 2026, was as follows:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Outstanding as of December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercised |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Outstanding as of June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and exercisable as of June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest as of June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
There were
Restricted Stock Units and Performance-based Restricted Stock Units (“PBRSUs”)
Beginning November 2020, the Company granted RSUs and PBRSUs to certain employees and consultants pursuant to the 2016 Plan and 2021 Plan. RSUs typically vest
In May 2023, the Company granted a total of
In May 2023, the Company also granted a total of
|
|
|
|
|
Expected term (years) |
|
|
||
Expected volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Dividend yield |
|
|
% |
|
Share price |
|
$ |
|
|
As of June 30, 2026, the total unrecognized compensation expense related to the market-based PBRSUs was $
In May 2026, the Company granted a total of
19
considered probable. Accordingly, no stock-based compensation expense was recognized during the period. As of June 30, 2026, the total unrecognized compensation expense related to the performance-based PBRSUs was $
In May 2026, the Company also granted a total of
Expected term (years) |
|
|
||
Expected volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Dividend yield |
|
|
% |
|
Share price |
|
$ |
|
|
As of June 30, 2026, the total unrecognized compensation expense related to the market-based PBRSUs was $
The following table summarizes the Company's RSU activity (excluding PBRSUs) for the six months ended June 30, 2026:
|
|
Shares |
|
|
Weighted Average |
|
||
Outstanding as of December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Released |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding as of June 30, 2026 |
|
|
|
|
$ |
|
||
As of June 30, 2026, the Company had $
Compensation expense
Total stock-based compensation expense by function was as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 14. Income Taxes
There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the three and six months ended June 30, 2026, the Company recognized a $
The federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company has completed an analysis as of December 31, 2025 and does not expect any net operating loss carryforwards or tax credit carryforwards to expire due to a limitation.
20
Note 15. Commitments and Contingencies
Leases
The weighted-average remaining lease terms were
The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of June 30, 2026 (in thousands):
|
|
Operating Leases |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Total minimum lease payments |
|
|
|
|
Less: imputed interest |
|
|
( |
) |
Total lease liability |
|
$ |
|
|
Litigation
From time to time, the Company is involved in actions, claims, suits, and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.
Indemnifications
In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Guarantees (Topic 460), except for standard indemnification provisions that are contained within many of the Company’s customer agreements and give rise only to disclosure requirements prescribed by Topic 460. Indemnification provisions contained within the Company’s customer agreements are generally consistent with those prevalent in the Company’s industry. The Company has not incurred any obligations under customer indemnification provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification obligations.
Note 16. Segment Information
The Company operates as
The measure of segment assets is reported on the condensed consolidated balance sheet as total assets. The CODM does not review segment assets at a level other than as presented in the Company's condensed consolidated balance sheets.
21
The table below presents the Company's consolidated operating results including segment expenses (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Professional service |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment expense: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product (excluding 1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional service (excluding 1 and 2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on joint development (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development expenses (excluding 1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expenses (excluding 1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing expenses (excluding 1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from Operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of warrant liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Fair value loss on share subscription liability |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Interest expense |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other income (expense), net |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Income tax provision |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues from External Customers
Revenue from customers outside the United States was
Long-Lived Assets
The following table sets forth the Company’s property, plant, and equipment, net by geographic region (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
North America |
|
$ |
|
|
$ |
|
||
Asia |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of Aeva’s results of operations and financial condition should be read in conjunction with the information set forth in the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon Aeva’s current expectations, estimates, and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) under the heading “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references in this section to “we,” “our,” “us” “the Company” or “Aeva” refer to the business of Aeva Technologies, Inc., a Delaware corporation, and its subsidiaries.
Overview
Our vision is to bring perception to broad applications. Through our Frequency Modulated Continuous Wave ("FMCW") sensing technology, we believe we are introducing the world’s first 4D LiDAR-on-chip that, along with our proprietary software applications, has the potential to enable the adoption of LIDAR across broad applications.
Founded in 2017 by former Apple engineers Soroush Salehian and Mina Rezk and led by a multidisciplinary team of engineers and operators experienced in the field of sensing and perception, Aeva’s mission is to bring the next wave of perception technology to broad applications from automated driving to industrial automation, consumer device, and security applications. Our 4D LiDAR-on-chip combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance for commercialization.
As a development stage company, we work closely with our customers on the development and commercialization of their programs and the utilization of our products in such programs. Thus far, typically our customers have purchased products and engineering services from us for use in research and development programs, pilot and evaluation programs. We are expanding our manufacturing capacity through third-party manufacturers to meet our customers’ anticipated demand for the production of our products.
Unlike legacy 3D LiDAR, which relies on Time-of-Flight (“ToF”) technology and measures only depth and reflectivity, Aeva’s solution leverages a proprietary FMCW technology to measure velocity in addition to depth, reflectivity and inertial motion. We believe the ability of Aeva’s solution to measure instant velocity for every pixel is a major advantage over ToF-based sensing solutions. Furthermore, Aeva’s technology is free from interference from other LiDAR and sunlight, and our core innovations within FMCW are intended to enable autonomous vehicles to see at significantly higher distances of up to 500 meters.
We believe Aeva is uniquely positioned to provide a superior solution with the potential to enable higher level of automation for vehicles. Furthermore, we believe the advantages of our 4D LiDAR-on-chip allow us to provide the first LiDAR solution that is fully integrated onto a chip with superior performance at scale, with the potential to drive new categories of perception across industrial automation, consumer devices, and security applications.
Key Factors Affecting Aeva’s Operating Results
We believe that Aeva's future performance and success depends to a substantial extent on our ability to capitalize opportunities, which in turn is subject to significant risks and challenges, including those discussed in Part I, Item 1A of the 2025 Form 10-K under the heading “Risk Factors.”
Pricing, Product Cost and Margins. Our pricing and margins will depend on the volumes and the features, as well as specific market applications of the solutions we provide to our customers. We have customers with technologies in various stages of development across different market segments. We anticipate that our prices will vary by market and application due to market-specific product and commercial requirements, supply and demand dynamics and product lifecycles.
Our future performance will depend on our ability to deliver on economies of scale. Our customers will require that our perception solutions be manufactured and sold at per-unit prices that are competitive. Our ability to compete in key markets will depend on the success of our efforts to efficiently and reliably produce cost-effective perception solutions that are competitively priced and affordable for our commercial-stage customers.
Additionally, the macroeconomic conditions in the industry, the growing emergence of competition in advanced assisted driving sensing and software technologies globally can negatively impact pricing, margins and market share. Our business is impacted by various macroeconomic factors, including inflation, interest rates, levels of consumer confidence and consumer debt, fuel and energy costs, and other economic conditions. In addition, we are susceptible to supply chain disruptions, which may be exacerbated by changes to tariffs and trade policies. Given the nature of these macroeconomic factors, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future. If we do not generate the margins we expect upon commercialization of our perception solutions, we may be required to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous to Aeva’s stockholders.
Commercialization of LiDAR-based Applications. We expect that our results of operations, including revenue and gross margins, will fluctuate on a quarterly basis for the foreseeable future as our customers continue on research and development projects and begin to commercialize advanced driver assist, autonomous and industrial automation solutions that rely on LiDAR technology. The development cycles of our products with new customers varies widely depending on the application, market, customer and the complexity of the product, and can vary from several months to years depending on the industry. These development cycles result in us investing our resources prior to realizing any revenue from the commercialization or obtaining any firm commitments of pricing, volume or timing of purchases of our products by our customers. As customers reach the commercialization phase and as the market for LiDAR solutions matures, these fluctuations in our operating results may become less pronounced.
Sales Volume. Each product program will have an expected range of sales volumes, depending on the end market demand for our customers’ products as well as market application. This can depend on several factors, including market penetration, product capabilities, size of the end market that
23
the product addresses and our end customers’ ability to sell their products. In addition to end market demand, sales volumes also depend on whether our customer is in the development or production phase. In certain cases, we may provide volume discounts or strategic customer pricing on sales of our solutions, which may or may not be offset by lower manufacturing costs related to higher volumes which in turn could adversely impact our gross margins. Our ability to ultimately achieve profitability is dependent upon progression of existing relationships to production and our ability to meet required volumes and required cost targets and gross margins. Delays in our current and future customers’ programs could result in us being unable to achieve our revenue targets and profitability in the time frame we anticipate. Such delays could result in us requiring to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous to Aeva’s stockholders.
Basis of Presentation
Our condensed consolidated financial statements include the accounts of our wholly owned subsidiaries. We currently conduct our business through one operating segment.
Components of Results of Operations
Revenue
Revenue consists of sales of perception solutions or sensing systems and non-recurring engineering services.
Aeva is engaged in design, manufacturing and sale of LiDAR sensing systems and related perception and autonomy-enabling software solutions serving customers in automotive, industrial, and other markets. Under our customer agreements, Aeva delivers a specified number of sensing systems at a fixed price under customary terms and conditions. The sensing system units sold under these agreements are typically products that are used by the customer for its research, development, evaluation, pilot and testing purposes. We also enter into non-recurring engineering service arrangements with certain of our customers to customize Aeva’s perception solution to meet customer specific requirements.
Cost of revenue and gross profit
Cost of revenue principally includes direct material, direct labor and allocation of overhead associated with manufacturing operations, including inbound freight charges and depreciation expense. Cost of revenue also includes the direct cost and appropriate allocation of overhead involved in execution of non-recurring engineering services. Aeva’s gross profit equals total revenue less total cost of revenue.
Operating expenses
Research and development expenses
Aeva’s research and development efforts are focused on enhancing and developing additional functionality for our existing products and on new product development. Research and development expenses consist primarily of:
Aeva recognizes research and development expenses as incurred.
General and administrative expenses
General and administrative expenses consist of personnel and personnel-related expenses, including salaries, benefits, and stock-based compensation expense of our executive, finance, information systems, human resources, and legal, as well as legal and accounting fees for professional and contract services.
Selling and marketing expenses
Selling and marketing expenses consist of personnel and personnel-related expenses, including salaries, benefits, and stock-based compensation expense of our business development team as well as advertising and marketing expenses. These include the cost of trade shows, promotional materials, and public relations.
Interest income
Interest income consists primarily of income earned on our cash equivalents and investments in marketable securities. Interest income varies based on our cash equivalents and marketable securities balance and changes in the interest rates.
Fair value of warrant liability
Fair value of warrant liability consist of changes in the fair value of Series A warrants and fair value oft private placement warrants which expired in March 2026. The change in fair value of the warrants is due to the change in the stock price of the Company.
24
Other income and expense
Other income and expense primarily consist of and foreign currency transaction gains and losses, as well as realized gains and losses on marketable securities.
Interest expense
Interest expense consists of interest expense on convertible notes.
Results of Operations
The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q.
Comparison of the Three Months Ended June 30, 2026, and 2025
The following table sets forth our results of operations data for the periods presented:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
2,546 |
|
|
$ |
4,203 |
|
|
|
(1,657 |
) |
|
|
(39 |
)% |
Professional service |
|
|
3,590 |
|
|
|
1,308 |
|
|
|
2,282 |
|
|
|
174 |
% |
Total revenues |
|
|
6,136 |
|
|
|
5,511 |
|
|
|
625 |
|
|
|
11 |
% |
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
2,614 |
|
|
|
3,992 |
|
|
|
(1,378 |
) |
|
|
(35 |
)% |
Professional service |
|
|
1,333 |
|
|
|
4,239 |
|
|
|
(2,906 |
) |
|
|
(69 |
)% |
Total cost of revenues |
|
|
3,947 |
|
|
|
8,231 |
|
|
|
(4,284 |
) |
|
|
(52 |
)% |
Gross profit |
|
|
2,189 |
|
|
|
(2,720 |
) |
|
|
4,909 |
|
|
|
(180 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development expenses |
|
|
24,889 |
|
|
|
22,841 |
|
|
|
2,048 |
|
|
|
9 |
% |
General and administrative expenses |
|
|
10,216 |
|
|
|
7,969 |
|
|
|
2,247 |
|
|
|
28 |
% |
Selling and marketing expenses |
|
|
1,644 |
|
|
|
1,393 |
|
|
|
251 |
|
|
|
18 |
% |
Total operating expenses |
|
|
36,749 |
|
|
|
32,203 |
|
|
|
4,546 |
|
|
|
14 |
% |
Loss from operations |
|
|
(34,560 |
) |
|
|
(34,923 |
) |
|
|
363 |
|
|
|
(1 |
)% |
Interest income |
|
|
893 |
|
|
|
619 |
|
|
|
274 |
|
|
|
44 |
% |
Change in fair value of warrant liabilities |
|
|
(44,700 |
) |
|
|
(88,478 |
) |
|
|
43,778 |
|
|
|
(49 |
)% |
Fair value loss on share subscription liability |
|
|
— |
|
|
|
(69,996 |
) |
|
|
69,996 |
|
|
|
|
|
Interest expense |
|
|
(1,196 |
) |
|
|
— |
|
|
|
(1,196 |
) |
|
|
100 |
% |
Other income (expense), net |
|
|
(3 |
) |
|
|
106 |
|
|
|
(109 |
) |
|
|
(103 |
)% |
Net loss before taxes |
|
|
(79,566 |
) |
|
|
(192,672 |
) |
|
|
43,110 |
|
|
|
(22 |
)% |
Income tax provision |
|
|
58 |
|
|
|
70 |
|
|
|
(12 |
) |
|
|
(17 |
)% |
Net loss |
|
$ |
(79,624 |
) |
|
$ |
(192,742 |
) |
|
$ |
43,122 |
|
|
|
(22 |
)% |
Revenue
Product
Product revenue decreased by $1.7 million, or 39%, to $2.5 million during the three months ended June 30, 2026, from $4.2 million for the three months ended June 30, 2025. This decrease was primarily due to a lower average selling price of units sold in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, partially offset by higher number of units sold in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
Professional Service
Professional services revenue increased by $2.3 million, or 174%, to $3.6 million during the three months ended June 30, 2026, from $1.3 million for the three months ended June 30, 2025. The increase was primarily due to a higher development activity for non-recurring engineering services during the three months ended June 30, 2026.
25
Cost of revenue
Cost of product revenue decreased by $1.4 million, or 35%, during the three months ended June 30, 2026, from the three months ended June 30, 2025. The decrease was primarily due to a lower material cost and manufacturing overheads related to the units sold.
Cost of professional service revenues decreased by $2.9 million, or 69%, during the three months ended June 30, 2026, from the three months ended June 30, 2025. The decrease was primarily due to a $3.8 million loss recognized on a joint development agreement during three months ended June 30, 2025, partially offset by an increase in the non recurring engineering revenue during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
Operating expenses
Research and development expenses
Research and development expenses increased by $2.0 million, or 9%, to $24.9 million for the three months ended June 30, 2026, from $22.8 million for the three months ended June 30, 2025. The increase was primarily due to a $1.5 million increase in stock based compensation expense, a $0.9 million increase in research and development expense, a $0.8 million increase in software license subscription expense, a $0.3 million increase in consulting expense, partially offset by a $1.4 million decrease in payroll related expense.
General and administrative expenses
General and administrative expenses increased by $2.2 million, or 28%, to $10.2 million for the three months ended June 30, 2026, from $8.0 million for the three months ended June 30, 2025. The increase was primarily due to a $0.8 million increase in payroll related expense, a $0.6 million increase in stock based compensation expense and a $0.8 million increase in professional service expense.
Selling and marketing expenses
Selling and marketing expenses increased by $0.3 million, or 18%, to $1.6 million for the three months ended June 30, 2026, from $1.4 million for the three months ended June 30, 2025. The increase was primarily due to a $0.3 million increase in stock based compensation expense, a $0.2 million increase in travel expense, partially offset by a $0.2 million decrease in marketing expense.
Interest income
Interest income increased by $0.3 million, or 44%, during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was due to an increase in the overall balance of interest-bearing cash equivalents and marketable securities.
Change in fair value of warrant liability
The change during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was due to change in the fair value of Series A warrants resulting from change in the stock price of the company at the end of the each period.
Fair value loss on share subscription liability
The fair value loss on share subscription liability of $70.0 million during the three months ended June 30, 2025 was a non cash charge due to change in fair value of common stock to be issued under the LG Subscription Agreement.
Interest expense
Interest expense increased by $1.2 million during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, due to interest expense related to the convertible notes.
26
Comparison of the Six Months Ended June 30, 2026, and 2025
The following table sets forth our results of operations data for the periods presented:
|
|
Six Months Ended |
|
|
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands, except percentages) |
||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|||
Product |
|
$ |
4,973 |
|
|
$ |
6,684 |
|
|
$ |
(1,711 |
) |
|
(26)% |
Professional service |
|
|
7,425 |
|
|
|
2,195 |
|
|
|
5,230 |
|
|
238% |
Total revenues |
|
|
12,398 |
|
|
|
8,879 |
|
|
|
3,519 |
|
|
40% |
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|||
Product |
|
|
5,651 |
|
|
|
6,575 |
|
|
|
(924 |
) |
|
(14)% |
Professional service |
|
|
2,617 |
|
|
|
4,714 |
|
|
|
(2,097 |
) |
|
(44)% |
Total cost of revenues |
|
|
8,268 |
|
|
|
11,289 |
|
|
|
(3,021 |
) |
|
(27)% |
Gross profit (loss) |
|
|
4,130 |
|
|
|
(2,410 |
) |
|
|
6,540 |
|
|
(271)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
|
47,715 |
|
|
|
44,410 |
|
|
|
3,305 |
|
|
7% |
General and administrative expenses |
|
|
22,568 |
|
|
|
15,186 |
|
|
|
7,382 |
|
|
49% |
Selling and marketing expenses |
|
|
3,543 |
|
|
|
3,335 |
|
|
|
208 |
|
|
6% |
Total operating expenses |
|
|
73,826 |
|
|
|
62,931 |
|
|
|
10,895 |
|
|
17% |
Loss from operations |
|
|
(69,696 |
) |
|
|
(65,341 |
) |
|
|
(4,355 |
) |
|
7% |
Interest income |
|
|
1,770 |
|
|
|
1,626 |
|
|
|
144 |
|
|
9% |
Change in fair value of warrant liabilities |
|
|
(44,250 |
) |
|
|
(93,878 |
) |
|
|
49,628 |
|
|
(53)% |
Fair value loss on share subscription liability |
|
|
— |
|
|
|
(69,996 |
) |
|
|
69,996 |
|
|
(100)% |
Interest expense |
|
|
(2,379 |
) |
|
|
— |
|
|
|
(2,379 |
) |
|
(100)% |
Other income (expense), net |
|
|
42 |
|
|
|
107 |
|
|
|
(65 |
) |
|
(61)% |
Net loss before taxes |
|
|
(114,513 |
) |
|
|
(227,482 |
) |
|
|
112,969 |
|
|
(50)% |
Income tax provision |
|
|
90 |
|
|
|
127 |
|
|
|
(37 |
) |
|
(29)% |
Net loss |
|
$ |
(114,603 |
) |
|
$ |
(227,609 |
) |
|
$ |
112,932 |
|
|
(50)% |
Revenue
Product
Product revenue decreased by $1.7 million, or 26%, to $5.0 million during the six months ended June 30, 2026, from $6.7 million for the six months ended June 30, 2025. This decrease was primarily due to a lower average selling price of units sold in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, partially offset by higher number of units sold in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Professional Service
Professional services revenue increased by $5.2 million, or 238%, to $7.4 million during the six months ended June 30, 2026, from $2.2 million for the six months ended June 30, 2025. The increase was primarily due to a higher development activity for non-recurring engineering services during the six months ended June 30, 2026 for a new development agreement signed in second half of year ended December 31, 2025.
Cost of revenue
Cost of product revenue decreased by $0.9 million, or 14%, during the six months ended June 30, 2026, from the six months ended June 30, 2025. The decrease was primarily due to a lower material cost and manufacturing overheads related to the units sold.
Cost of professional service revenues decreased by $2.1 million, or 44%, during the six months ended June 30, 2026, from the six months ended June 30, 2025. The decrease was primarily due to a $3.8 million loss recognized on a joint development agreement during six months ended June 30, 2025, partially offset by increase in the non recurring engineering revenue during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Operating expenses
Research and development expenses
Research and development expenses increased by $3.3 million, or 7%, to $47.7 million for the six months ended June 30, 2026, from $44.4 million for the six months ended June 30, 2025. The increase was primarily due to a $2.6 million increase in stock based compensation expense, a $2.5 million
27
increase in research and development service expense, a $0.9 million increase in software license subscription expense, a $0.4 million increase in consulting expense, partially offset by a $3.1 million decrease in payroll related expense.
General and administrative expenses
General and administrative expenses increased by $7.4 million, or 49%, to $22.6 million for the six months ended June 30, 2026, from $15.2 million for the six months ended June 30, 2025. The increase was primarily due to a $4.3 million increase in stock based compensation expense, a $1.3 million increase in payroll related expense, a $1.7 million increase in legal and professional expense and a $0.1 million increase in consulting expense.
Selling and marketing expenses
Selling and marketing expenses increased by $0.2 million, or 6%, to $3.5 million for the six months ended June 30, 2026, from $3.3 million for the six months ended June 30, 2025. The increase was primarily due to a $0.2 million increase in stock based compensation expense, a $0.2 million increase in travel expense, partially offset by a $0.2 million decrease in marketing expense.
Interest income
Interest income increased by $0.1 million, or 9%, during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was due to an increase in the overall balance of interest-bearing cash equivalents and marketable securities.
Change in fair value of warrant liability
The change during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was due to an increase in the fair value of the Series A warrants issued in connection with the Facility Agreement.
Fair value loss on share subscription liability
The fair value loss on share subscription liability of $70.0 million during the three months ended June 30, 2025 was a non cash charge due to change in fair value of common stock to be issued under the LG Subscription Agreement.
Interest expense
Interest expense increased by $2.4 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, due to interest expense related to the convertible notes.
28
Liquidity and Capital Resources
Sources of Liquidity
Our capital requirements will depend on many factors, including production capacity and sales volume, the timing and spending to support research and development efforts, investments in information technology, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features.
On November 8, 2023, we entered into subscription agreements providing for the purchase of common stock resulting in net proceeds of $20.6 million. Also on November 8, 2023, we entered into a Standby Equity Purchase Agreement (as amended from time to time, the “Facility Agreement”) with entities affiliated with Sylebra. Pursuant to the Facility Agreement, we have the right, but not the obligation, to sell to Sylebra up to $125.0 million of shares of preferred stock, at our request until November 8, 2026, subject to the terms of the Facility Agreement and the satisfaction of certain conditions as described in Note 10 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Each sale we request under the Facility Agreement may be for a number of shares of preferred stock with an aggregate value of at least $25.0 million but not more than $50.0 million (except with Sylebra’s consent). We paid Sylebra a facility fee of $2.5 million, an origination fee of $0.6 million, and an administrative fee of $0.3 million and reimbursed $0.4 million to Sylebra for its fees and expenses. In addition, we issued to Sylebra Series A warrants to purchase 3,000,000 shares of common stock at an exercise price of $5.00.
On July 2, 2024, Aeva and the parties to the Delaware Stockholder Litigation entered into a term sheet, and on December 6, 2024 entered into a formal settlement agreement, which was approved by the court, to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, we agreed to pay a total settlement cost of $14.0 million in exchange for a release of all claims. The settlement was paid pursuant to our indemnification obligations and from available director and officer insurance policies. As of June 30, 2026, we have paid in full the $14.0 million previously accrued in connection with the settlement of the Delaware Stockholder Litigation. We have also recovered $2.5 million from an insurance carrier.
On May 13, 2025, we entered into a subscription agreement with LGIT, a company organized under the laws of the Republic of Korea, pursuant to which we agreed to sell and issue to LGIT in a private placement an aggregate of 3,509,719 shares of common stock for aggregate gross proceeds of approximately $32.5 million. In connection with the private placement, we entered into a joint development agreement with LGIT, and intend to form a strategic partnership with LGIT to bring Aeva’s 4D LiDAR into new industrial and consumer markets. The private placement closed on August 20, 2025. Accordingly, we issued 3,509,719 shares of common stock to LGIT at a price of $9.26 per share on receipt of gross proceeds of $32.5 million.
On November 4, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain funds affiliated with Apollo Global Securities, LLC relating to the sale of our 4.375% Convertible Senior Notes (the “Notes”) in an aggregate principal amount of $100 million due in 2032. The Notes are guaranteed by Aeva, Inc., a wholly owned subsidiary of ours. The transactions contemplated by the Securities Purchase Agreement closed on November 6, 2025. The Notes were issued pursuant to an indenture, dated as of November 6, 2025, by and among the Company, Aeva, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee and are senior, unsecured obligations of the Company. Interest on the Notes began accruing on the Closing Date and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026, at a rate of 4.375% per year.
On June 5, 2026, we completed a public offering of 5,168,539 shares of our common stock, including 674,157 shares sold pursuant to the underwriters’ exercise of their option to purchase additional shares at a public offering price of $22.25 per share. Upon completion of our public offering, we received net proceeds of $108.8 million, after deducting underwriting discounts and commissions and offering expenses.
To date, we have incurred negative cash flows from operating activities and incurred losses from operations as reflected in our accumulated deficit of $871.9 million as of June 30, 2026. We expect to continue to incur operating losses due to continued investments that we intend to make in our business, including development of products. As of June 30, 2026, we had cash and cash equivalents and marketable securities totaling $177.9 million. We also have the ability to draw on the Facility Agreement up to $125.0 million through November 8, 2026 in exchange for the issuance of preferred shares, and we intend to draw down on the Facility Agreement if and as required by our capital needs. As of June 30, 2026, all conditions to draw under the Facility Agreement were met. We believe that our sources of liquidity, including financing available to us through the Facility Agreement will be sufficient to fund our operating and capital expenditure for at least 12 months from the date of issuance of the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Cash Flow Summary
The following table summarizes our cash flows for the periods presented:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Cash used in operating activities |
|
$ |
(57,015 |
) |
|
$ |
(60,616 |
) |
Cash (used in) provided by investing activities |
|
|
(86,516 |
) |
|
|
53,955 |
|
Cash provided by (used in) financing activities |
|
|
114,475 |
|
|
|
(460 |
) |
Net decrease in cash and cash equivalents |
|
$ |
(29,056 |
) |
|
$ |
(7,121 |
) |
Operating Activities
For the six months ended June 30, 2026, net cash used in operating activities was $57.0 million, attributable to a net loss of $114.6 million and a net change in operating assets and liabilities of $9.7 million, partially offset by non-cash charges of $67.3 million. Non-cash charges primarily consisted
29
of a $44.3 million change in the fair value of warrant liability, $17.9 million in stock-based compensation, $2.3 million for issuance of shares for convertible note interest payment, $2.6 million in depreciation and amortization expense, $1.1 million in amortization of right of use assets and $0.2 million in accretion for convertible notes, partially offset by a $1.0 million in accretion of discount on available for sale securities. The change in net operating assets and liabilities was primarily due to a $10.0 million decrease in accrued employee costs, a $0.8 million decrease in lease liability, a $2.6 million decrease in accrued liabilities, and a $0.4 million increase in accounts receivable, partially offset by a $2.0 increase in accounts payable, a $0.7 million increase in other current liabilities, a $0.6 million decrease in other current asset and a $0.6 million decrease in other noncurrent assets.
Investing Activities
For the six months ended June 30, 2026, net cash used in investing activities was $86.5 million, attributable to purchase of investments of $148.1 million and purchase of property, plant and equipment of $2.4 million, partially offset by proceeds from maturities of available-for-sale investments of $64.0 million.
Financing Activities
For the six months ended June 30, 2026, net cash provided by financing activities was $114.5 million, attributable to $109.2 million of cash received in from public offering net of expense paid and $5.5 million of cash received in connection with our joint development agreement with LGIT, partially offset by a $0.3 million payment of issuance cost for convertible notes.
Contractual Obligations and Other Commitments
Our commitments relate to leases of real estate. For more information, see Note 15 to our condensed consolidated financial statements located elsewhere in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
As of June 30, 2026, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Critical Accounting Estimates
We prepare our financial statements in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, assumptions and judgments that can significantly impact the amounts Aeva reports as assets, liabilities, revenue, costs and expenses and the related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Aeva’s actual results could differ significantly from these estimates under different assumptions and conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance as these policies involve a greater degree of judgment and complexity.
For the three months ended June 30, 2026 there were no significant changes to our critical accounting estimates as noted below. For a more detailed discussion of our critical accounting policies and estimates, refer to our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Warrants and Share Subscriptions
We account for warrants and other equity-linked contracts (i.e., share subscriptions) as equity or liability-classified instruments based on an assessment of the instrument’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815-40, Derivatives and Hedging – Contract in Entity’s Own Equity (“ASC 815-40”).
We first assess whether a freestanding equity-linked instrument should be classified as a liability pursuant to ASC 480 when the instrument is mandatorily redeemable, obligates the issuer to settle an instrument or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares and such settlement scenario is predominantly likely to occur.
If an equity-linked instrument does not trigger liability classification under ASC 480, we assess whether the instrument meets all requirements for equity classification under ASC 815-40, including whether the instrument is indexed to our own common stock, among other conditions for equity classification. If not, the instrument is classified as a liability and is further analyzed to determine whether the instrument represents a derivative in its entirety. This assessment requires the use of professional judgment and requires reassessment of an instrument’s classification at each reporting period while the instrument remains outstanding.
Equity-linked instruments that meet all equity classification conditions are recorded as a component of additional paid-in capital at issuance. Equity-linked instruments accounted for as liabilities are recognized and measured at fair value at inception and each reporting period the instrument remains outstanding. Any excess fair value over proceeds to be realized from the equity-linked instruments entered into at arm’s length, along with any changes in fair value, as determined at each reporting period, are recorded as a component of fair value loss on share subscription liability on the consolidated statements of operations and comprehensive loss. Changes in fair value are reported on the consolidated statements of cash flows as a non-cash reconciling item between net loss and net cash flows from operating activities.
Provision for Anticipated Losses on Contracts
When estimated contract costs exceed expected consideration under contracts with a customer, we evaluate whether the nature of the contract is in the scope of Accounting Standards Codification (“ASC”) 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts(“ASC
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605-35”). If ASC 605-35 applies, we recognize a provision for the entire anticipated losses on contracts as soon as the loss becomes evident. In determining the anticipated losses, we consider the principles in ASC 606-10-32-2 through 32-27 (except for the guidance in paragraphs 606-10-32-11 through 32-13 on constraining estimates of variable consideration) to determine the transaction price, adjusted to reflect the effects of the customer's credit risk. The costs used in arriving at the estimated loss on a contract shall include all costs of the type allocable to contracts under paragraphs 340-40-25-5 through 25-8.
The Private Placement closed on August 20, 2025. Accordingly, we issued 3,509,719 shares of common stock to LGIT at a price of $9.26 per share on receipt of gross proceeds of $32.5 million. See Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for details on the provision for anticipated losses recognized on the JDA contract.
Recent Accounting Pronouncements
See Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates.
Interest rate risk
We maintain an investment portfolio of various holdings, types, and maturities. These securities are generally classified as available for sale and consequently, are recorded on the balance sheet at fair value with unrealized gains and losses reported as a separate component of accumulated other comprehensive loss. At any time, a sharp rise in interest rates could have a material adverse impact on the fair value of our investment portfolio. Conversely, declines in interest rates could have a material positive impact on interest earnings for our portfolio. We do not currently hedge these interest rate exposures. We do not hold or issue financial instruments for trading or speculative purposes and we do not believe there is associated material exposure to interest rate risk.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent limitation on the effectiveness of internal control
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, the Company may be involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. Information regarding legal proceedings is provided in this Quarterly Report on Form 10-Q in “Notes to Condensed Consolidated Financial Statements, Note 15 - Commitments and Contingencies.”
Item 1A. Risk Factors.
Our business, reputation, results of operations and financial condition, as well as the price of our common stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the 2025 Form 10-K under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, our business, reputation, results of operations and financial condition, as well as the price of our common stock, can be materially and adversely affected. There have been no material changes to our risk factors since the 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
10b5-1 Trading Plans
During the quarter ended June 30, 2026, no Section 16 director or officer
On
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Item 6. Exhibits.
Exhibit Number |
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Description |
31.1* |
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31.2* |
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32.1** |
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32.2** |
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101.INS |
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Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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AEVA TECHNOLOGIES, INC. |
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Date: August 6, 2026 |
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By: |
/s/Soroush Salehian Dardashti |
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Soroush Salehian Dardashti |
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Chief Executive Officer |
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Date: August 6, 2026 |
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By: |
/s/ Saurabh Sinha |
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Saurabh Sinha |
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Chief Financial Officer |
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT
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