Q - TIGO ENERGY,

Previous wording

Trade Tariffs. It is uncertain what impact new or existing tariffs, trade restrictions, or retaliatory actions may have on us, the solar industry, and our customers. U.S. net revenue represented 22.2% of our total net revenue for the three months ended March 31, 2025. Substantially all of our MLPE products, which represented 67.4% of U.S. net revenues during the three months ended March 31, 2025, were manufactured in Thailand and future purchases may be subject to a 10% reciprocal import tariff as of the date of this report. In addition, substantially all of our GO ESS products, which represented 21.6% of U.S. net revenues during the three months ended March 31, 2025, were manufactured in China and future purchases may be subject to reciprocal import tariffs of 145% as of the date of this report.

Current wording

Trade Tariffs. It is uncertain what impact new or existing tariffs, trade restrictions, or retaliatory actions may have on us, the solar industry, and our customers. U.S. net revenue represented 19.5% of our total net revenue for the six months ended June 30, 2025. Substantially all of our MLPE products, which represented 64.2% of U.S. net revenues during the six months ended June 30, 2025, were manufactured in Thailand and future purchases may be subject to a 19% reciprocal import tariff as of the date of this report. In addition, substantially all of our GO ESS products, which represented 20.2% of U.S. net revenues during the six months ended June 30, 2025, were manufactured in China and future purchases may be subject to reciprocal import tariffs of 30% as of the date of this report. Beginning in the third quarter of 2025, the Company expects to begin manufacturing a mix of its GO ESS products in Vietnam, which is subject to a fixed reciprocal import tariff of 20% as of the date of this report.

Previous wording

Managing Supply Chain. We rely on contract manufacturers and suppliers to produce our components, with a significant portion of our supply chain originating in Thailand and China. Our ability to grow depends, in part, on the ability of our contract manufacturers and suppliers to provide high quality services and deliver components and finished products on time and at reasonable costs. While we have diversified our supply chain, some of our suppliers and contract manufacturers are sole-source suppliers. Our concentration of suppliers could lead to supply shortages, long lead times for components and supply changes. In the event we are unable to mitigate the impact of delays and/or price increases in raw materials, electronic components and freight, as a result of new or existing tariffs, trade restrictions, retaliatory actions, or otherwise, it could delay the manufacturing and delivery of our products, which would adversely impact our cash flows and results of operations, including revenue and gross margin. In addition, in a slowing economic environment in the U.S. and worldwide, our inventory levels may continue to increase due to existing purchase commitments and our ability to negotiate volume pricing discounts may be impaired.

Current wording

Managing Supply Chain. We rely on contract manufacturers and suppliers to produce our components, with a significant portion of our supply chain originating in Thailand and China. Beginning in the third quarter of 2025, the Company expects to begin manufacturing a mix of its GO ESS products in Vietnam. Our ability to grow depends, in part, on the ability of our contract manufacturers and suppliers to provide high quality services and deliver components and finished products on time and at reasonable costs. While we have diversified our supply chain, some of our suppliers and contract manufacturers are sole-source suppliers. Our concentration of suppliers could lead to supply shortages, long lead times for components and supply changes. In the event we are unable to mitigate the impact of delays and/or price increases in raw materials, electronic components and freight, as a result of new or existing tariffs, trade restrictions, retaliatory actions, or otherwise, it could delay the manufacturing and delivery of our products, which would adversely impact our cash flows and results of operations, including revenue and gross margin. In addition, in a slowing economic environment in the U.S. and worldwide, our inventory levels may continue to increase due to existing purchase commitments and our ability to negotiate volume pricing discounts may be impaired.

Previous wording

Unfavorable Macroeconomic and Market Conditions. The global macroeconomic and market uncertainty, including higher interest rates and inflation, has caused disruptions in financial markets and may continue to have an adverse effect on the U.S. and world economies. Since the second quarter of 2023, we have experienced a significant number of customer requests to delay purchase order deliveries and a smaller number of purchase order cancellations and returns. Other customers may decide to delay purchasing our products and services or not purchase at all. A tighter credit market for consumer and business spending could, in turn, adversely affect the spending levels of installers and end users and lead to increased price competition for our products. Reductions in customer spending in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, have adversely affected, and could continue to adversely affect our business, results of operations and financial condition.

Current wording

Macroeconomic and Market Conditions. The global macroeconomic and market uncertainty has adversely impacted the U.S. and global economies and may continue to do so. As our global footprint expands, we are increasingly exposed to the effects of this evolving environment, including heightened inflationary pressures, interest rate volatility, tariffs, foreign currency fluctuations, potential economic slowdowns or recessions, geopolitical tensions, and regulatory changes stemming from current and future trade policies. A tighter credit market for consumer and business spending could, in turn, adversely affect the spending levels of installers and end users and lead to increased price competition for our products. Reductions in customer spending in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, have adversely affected, and could continue to adversely affect, our business, results of operations and financial condition.

Previous wording

Expansion of Sales with Existing Customers and Adding New Customers. Our ability to grow our revenue is, in part, dependent on our ability to expand product offerings and services in the U.S. residential market. In our North American market, revenue is generally generated from our product offerings and services in the commercial and industrial markets. We plan to expand our presence in the residential market through offerings with residential solar providers. We also expect to continue to evaluate and invest in new market opportunities internationally. We believe that our entry into new markets will continue to facilitate revenue growth and customer diversification. We primarily acquire new customers through collaboration with our industry partners and distributors. While we expect that a substantial portion of our future revenues in the near-term will be generated from our existing customers, we expect to invest in our sales and marketing to broaden reach with new residential customers in the U.S. and EMEA.

Current wording

Expansion of Sales, Customers, and Product Offerings. Our ability to grow revenue, in part, depends on expanding both our product and service offerings and our customer base. We primarily acquire new customers through collaboration with industry partners and distributors, and while we expect near-term revenue to remain concentrated among existing customers, we plan to expand our presence in the residential markets in the U.S. and EMEA. While the majority of our North American revenue is currently generated from commercial and industrial markets, we are actively working to grow our presence in the U.S. residential market through offerings with residential solar providers. Internationally, we continue to evaluate and invest in new market opportunities, particularly in the EMEA region, where we have begun offering our residential solutions in Italy and Germany.

Previous wording

Net revenue increased by $9.0 million or 92.2% for the three months ended March 31, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $8.0 million or 101.2% in net revenue from our MLPE product line, in addition to an increase of $0.7 million or 49.3% in net revenue from our GO ESS product line. The increase is primarily due to a continued recovery in sales that began in the first quarter of 2024 following an industry-wide macroeconomic slowdown that began in the second half of 2023. Please see the section below for a discussion of the factors influencing the fluctuations in net revenue for each of our geographic regions.

Current wording

Please see the section below for a discussion of the factors influencing the fluctuations in net revenue for each geographic region.

Previous wording

EMEA - Net revenue for the EMEA region increased by $5.8 million or 99.6% for the three months ended March 31, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $5.0 million and $0.7 million in net revenue from our MLPE and GO ESS product lines, respectively. The growth was primarily driven by higher demand of our MLPE products in the United Kingdom, Germany and Italy, in addition to the sale of $1.0 million of GO ESS product to a customer in Italy.

Current wording

EMEA - Net revenue for the EMEA region increased by $11.3 million or 160.9% for the three months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $9.7 million and $1.4 million in net revenue from our MLPE and GO ESS product lines, respectively. The growth was primarily driven by higher demand of our MLPE products in Germany, the Czech Republic, the United Kingdom, Italy and Poland, in addition to the sale of $1.1 million of GO ESS product to a customer in Italy.

Previous wording

Americas - Net revenue for the Americas region increased by $2.0 million or 72.4% for the three months ended March 31, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $1.8 million in net revenue from our MLPE product line. This growth was primarily driven by higher demand of our MLPE products in the United States.

Current wording

Americas - Net revenue for the Americas region increased by $1.8 million or 62.1% for the three months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by increases of $0.7 million, $0.6 million and $0.4 million in net revenue from our MLPE product line, royalty revenue, and GO ESS product lines, respectively. This growth was primarily attributable to increased demand in the United States, driven by higher sales of our MLPE product line, increased promotional activities for our GO ESS product line, and increased royalty revenue resulting from a new royalty agreement entered into during the three months ended June 30, 2025.

Previous wording

APAC - Net revenue for the APAC region increased by $1.3 million or 101.4% for the three months ended March 31, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $1.3 million in net revenue from our MLPE product line. This growth was primarily driven by higher demand of our MLPE products in China and Thailand.

Current wording

APAC - Net revenue for the APAC region decreased by $1.7 million or 58.1% for the three months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by a decrease of $1.7 million in net revenue from our MLPE product line. This decrease was primarily driven by lower demand of our MLPE products in China and Thailand.

Previous wording

Cost of revenues increased by $4.6 million or 65.8% and gross profit increased by $4.4 million or 159.3% for the three months ended March 31, 2025, as compared to the same period in 2024, which is primarily driven by a 92.2% increase in net revenue for the three months ended March 31, 2025, compared to the same periods in 2024. In addition to higher net revenue, the increase was driven by a $1.7 million increase in product warranty expense which was primarily driven by a change in estimate in service delivery costs that were higher due to current macroeconomic conditions. The increase was partially offset due to a portion of the higher net revenue including sales of previously impaired GO ESS inventory during the three months ended March 31, 2025.

Current wording

Cost of revenues increased by $9.1 million or 57.3% and gross profit increased by $11.3 million or 170.4% for the six months ended June 30, 2025, as compared to the same period in 2024, which is primarily driven by a 90.6% increase in net revenue for the six months ended June 30, 2025, compared to the same period in 2024. In addition to higher net revenue, the increase was driven by higher product warranty expense, primarily due to an increased number of units sold during the six months ended June 30, 2025, compared to the same period in 2024, as well as a change in estimated service delivery costs, which increased due to current macroeconomic conditions. The increase was partially offset due to a portion of the higher net revenue including sales of previously impaired GO ESS inventory during the six months ended June 30, 2025.

Previous wording

Research and development expense decreased by $0.3 million or 12.4% for the three months ended March 31, 2025, as compared to the same period in 2024. The decrease is attributed to reduced payroll expense resulting from a lower headcount during the three months ended March 31, 2025, compared to the same period in 2024.

Current wording

Research and development expense decreased by $0.4 million or 16.2% for the three months ended June 30, 2025, as compared to the same period in 2024. The decrease is attributed to reduced payroll expense resulting from lower headcount during the three months ended June 30, 2025, compared to the same period in 2024, primarily due to the previously disclosed workforce reductions of 10% in April 2024 that were implemented in response to the industry-wide slowdown in 2023.

Previous wording

Sales and marketing expense decreased by $0.7 million or 14.9% for the three months ended March 31, 2025, as compared to the same period in 2024. The decrease is attributed to reduced payroll expense resulting from a lower headcount during the three months ended March 31, 2025, compared to the same period in 2024.

Current wording

Research and development expense decreased by $0.7 million or 14.4% for the six months ended June 30, 2025, as compared to the same period in 2024. The decrease is attributed to reduced payroll expense resulting from lower headcount during the six months ended June 30, 2025, compared to the same period in 2024, primarily due to the previously disclosed workforce reductions of 10% in April 2024 that were implemented in response to the industry-wide slowdown in 2023.

Previous wording

General and administrative expense increased by $0.3 million or 6.1% for the three months ended March 31, 2025, as compared to the same period in 2024, primarily due to the collection of accounts receivable that were previously reserved for as bad debt expense during the three months ended March 31, 2024, and is partially offset by decreases in insurance expense and professional fees during the three months ended March 31, 2025, compared to same period in 2024.

Current wording

Sales and marketing expense decreased by $0.3 million or 3.8% for the six months ended June 30, 2025, as compared to the same period in 2024. The decrease is attributed to reduced payroll expense resulting from lower headcount during the six months ended June 30, 2025, compared to the same period in 2024, primarily due to the previously disclosed workforce reductions of 10% in April 2024 that were implemented in response to the industry-wide slowdown in 2023. This decrease is partially offset by an increase in professional fees.

Previous wording

The change in fair value of contingent shares liability for the three months ended March 31, 2024, was attributable to the revaluation of the contingent shares at each reporting period based on the Company’s share price as of the revaluation date. The final release of the contingent shares occurred on July 25, 2024.

Current wording

The change in fair value of contingent shares liability for the three and six months ended June 30, 2024, was attributable to the revaluation of the contingent shares at each reporting period based on the Company’s share price as of the revaluation date. The final release of the contingent shares occurred on July 25, 2024.

Previous wording

Interest expense increased by a de minimis amount for the three months ended March 31, 2025, as compared to the same period in 2024.

Current wording

Interest expense increased by a de minimis amount for the three and six months ended June 30, 2025, as compared to the same periods in 2024.

Previous wording

Other income, net decreased by a de minimis amount for the three months ended March 31, 2025, as compared to the same period in 2024.

Current wording

Other income, net decreased by a de minimis amount for the three and six months ended June 30, 2025, as compared to the same periods in 2024.

Previous wording

Income tax expense increased $0.3 million for the three months ended March 31, 2025, as compared to the same period in 2024, primarily related to an estimated settlement of foreign tax examination. For more information, see Note 13, “Income Taxes” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Current wording

Income tax expense increased $0.4 million for the six months ended June 30, 2025, as compared to the same period in 2024, primarily related to a settlement of a foreign tax examination. For more information, see Note 13, “Income Taxes” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Previous wording

As of March 31, 2025, our principal sources of liquidity were cash and cash equivalents and marketable securities of $20.3 million and negative working capital, which we define as current assets less current liabilities, of $6.5 million. Our principal uses of cash are for funding our operations, capital expenditures, other working capital requirements, other investments and the repayment of our Convertible Promissory Note (as defined below) due in January 2026.

Current wording

As of June 30, 2025, our principal sources of liquidity were cash and cash equivalents and marketable securities of $28.0 million and negative working capital, which we define as current assets less current liabilities, of $7.7 million. Our principal uses of cash are for funding our operations, capital expenditures, other working capital requirements, other investments and the repayment of our Convertible Promissory Note (as defined below) due in January 2026.

Previous wording

Our plan is to continue exploring options for raising additional capital through a combination of equity financing to supplement our liquidity and/or refinancing of the Convertible Promissory Note. Our ability to raise capital may be constrained by the price of and demand for our common stock. Additional capital may not be available on favorable terms or at all, and could further dilute our current stockholders. Management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. There can be no assurance that we will be able to raise sufficient additional capital or obtain financing that will provide it with sufficient liquidity to satisfy its Convertible Promissory Note obligation in January 2026.

Current wording

The Company is exploring options for the refinancing of, or other transactions to facilitate the payment of, the Convertible Promissory Note. Our ability to raise capital may be constrained by the price of and demand for our common stock. Additional capital may not be available on favorable terms or at all, and could further dilute our current stockholders. Management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. There can be no assurance that we will be able to raise sufficient additional capital or obtain financing that will provide it with sufficient liquidity to satisfy its Convertible Promissory Note obligation in January 2026.

Previous wording

During the three months ended March 31, 2025, a total of 984,966 shares of common stock were issued pursuant to the Sales Agreement for aggregate gross proceeds of approximately $1.1 million, before deducting commissions and offering expenses payable by us. As of March 31, 2025, $13.1 million remained available under the ATM Agreement. Refer to Note 9, “Common Stock”, in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Current wording

During the six months ended June 30, 2025, a total of 987,209 shares of common stock were issued pursuant to the Sales Agreement for aggregate gross proceeds of approximately $1.1 million, before deducting commissions and offering expenses payable by us. As of June 30, 2025, $13.1 million remained available under the ATM Agreement. Refer to Note 9, “Common Stock”, in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Previous wording

Cash Flows Used in Operating Activities

Current wording

Cash Flows Provided By (Used in) Operating Activities

Previous wording

Cash flows from operating activities consisted of net loss adjusted for certain non-cash reconciling items, such as non-cash interest expense, stock-based compensation expense, provision to write down inventories to net realizable value, depreciation and amortization, and non-cash lease expense, and changes in our operating assets and liabilities. Cash used in operating activities decreased by $10.7 million in the three months ended March 31, 2025, as compared to the same period in 2024.

Current wording

Cash flows from operating activities consisted of net loss adjusted for certain non-cash reconciling items, such as non-cash interest expense, stock-based compensation expense, provision to write down inventories to net realizable value, depreciation and amortization, and non-cash lease expense, and changes in our operating assets and liabilities. Cash provided by operating activities increased by $20.1 million during the six months ended June 30, 2025, as compared to the same period in 2024.

Previous wording

Net cash used in investing activities was $3.5 million for the three months ended March 31, 2025, which is primarily attributable to the purchase of marketable securities and was partially offset by the sale of marketable securities. Net cash provided by investing activities was $15.6 million for the three months ended March 31, 2024, which is primarily attributable to the sale of marketable securities and was partially offset by the purchase property and equipment.

Current wording

Net cash used in investing activities was $9.6 million for the six months ended June 30, 2025, which is primarily attributable to the purchase of marketable securities and was partially offset by the sale and maturities of marketable securities. Net cash provided by investing activities was $23.4 million for the six months ended June 30, 2024, which is primarily attributable to the sale of marketable securities and was partially offset by the purchase property and equipment.

Previous wording

Net cash provided by financing activities increased by $0.6 million in the three months ended March 31, 2025, compared to the same period in 2024 which is primarily attributable to the proceeds from the Company’s at-the-market offering and payments of tax withholdings on stock options.

Current wording

Net cash provided by financing activities increased by $0.6 million during the six months ended June 30, 2025, compared to the same period in 2024 which is primarily attributable to the proceeds from the Company’s at-the-market offering and proceeds from the exercise of stock options.