indie Semiconductor, Inc.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 7, 2025
INDI$1.81+33.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-08.
0000950170-25-105948
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001193125-25-272468
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 71 previous paragraphs and 81 current paragraphs.
34 unchanged; 32 reworded; 14 added; 4 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Potential Divestiture of Wuxi
Current report
In May 2025, indie entered into a non-binding agreement with United Faith Auto-Engineering Co., Ltd., a publicly-listed company in the People’s Republic of China (“United Faith”), to sell up to all of our 34.38% equity interest in Wuxi. On October 27, 2025, we entered into an Asset Purchase Agreement (the "Wuxi Asset Purchase Agreement") through Ay De Kay, LLC, pursuant to which we have agreed to sell ADK's entire equity interest in Wuxi to United Faith.
Current report
Pursuant to the Wuxi Asset Purchase Agreement, subject to the satisfaction of closing conditions and receipt of all required regulatory approvals, United Faith will purchase all of ADK’s outstanding equity interest in Wuxi for a total gross transaction consideration of RMB 960,834,355, or approximately $135 million (based on the exchange rate in effect on October 24, 2025), payable in cash to ADK, net of applicable local taxes.
Current report
The Wuxi Asset Purchase Agreement contains certain customary representations, warranties and covenants. The representations and warranties of parties under the Wuxi Asset Purchase Agreement will not survive closing, and there is no post-closing indemnification arrangement for breaches of representations, warranties or covenants. The Wuxi Asset Purchase Agreement’s covenants include obligations of (i) ADK to assist Wuxi to maintain its ordinary course of business operations during the period between signing the Wuxi Asset Purchase Agreement and closing the Wuxi Divestiture, (ii) United Faith to use reasonable best efforts to obtain its shareholder approval of the purchase of all of the outstanding equity of Wuxi (the “Whole Transaction”), (iii) both ADK and United Faith to use reasonable best efforts to cooperate with Wuxi to prepare documents and make all filings necessary to complete the
Current report
Wuxi Divestiture, and (iv) both parties to register the Wuxi Divestiture and the Whole Transaction with the relevant authorities, as may be applicable.
Current report
The Wuxi Asset Purchase Agreement also contains customary closing conditions, including (i) receipt of shareholder approval of the Whole Transaction by United Faith’s shareholders and (ii) the receipt of all required regulatory approvals of the Whole Transaction, including approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission.
Current report
During the period between entering into the Wuxi Asset Purchase Agreement and prior to closing the Wuxi Divestiture, the divestiture of Wuxi will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential Wuxi Divestiture, indie will fully deconsolidate the financial results of Wuxi and in return, recognize a pre-tax gain/loss, which would be presented in indie’s then Consolidated Statements of Operations. For the three and nine months ended September 30, 2025, Wuxi accounted for 43% and 40% of indie’s consolidated revenue, and approximately 11% and 12% of indie’s consolidated operating expenses for each period, respectively. Further, as of September 30, 2025, Wuxi accounted for approximately 10% and 2% of indie’s consolidated total assets and total liabilities, respectively. Following any deconsolidation of Wuxi, we will no longer include any financial results of Wuxi in our future consolidated financial statements.
Current report
We cannot provide any assurance regarding the timing for the completion of the Wuxi Divestiture, that the closing conditions of the Wuxi Divestiture, including, but not limited to, approval of the Whole Transaction by United Faith shareholders and receipt of all required regulatory approvals, will be satisfied, or that the Wuxi Divestiture will be completed.
Current report
Recent Acquisitions
Current report
Acquisition of emotion3D
Current report
On September 26, 2025 (the “Deal Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The closing consideration consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired) (ii) certain contingent considerations with total preliminary fair value of $7.3 million, payable in cash or Class A common stock at indie's sole election, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from the Deal Closing Date. See Note 2 —Business Combinations for additional descriptions of our recent acquisitions.
Current report
Selling, general and administrative expense for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 remained relatively flat.
Current report
Comparison of the nine months ended September 30, 2025 and 2024
Current report
On September 26, 2025, we completed the acquisition of emotion3D, whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The closing consideration consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired) (ii) certain contingent considerations with total preliminary fair value of $7.3 million, payable in cash or Class A common stock at indie's sole election, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from the Deal Closing Date.
Removed paragraphs (4)
Previous report
Selling, general and administrative expense for the three months ended June 30, 2025 was $18.4 million, compared to $17.4 million for the three months ended June 30, 2024. The increase of $0.9 million or 5% was primarily due to increase in share-based compensation expense of $1.0 million. We expect selling, general and administrative expense to stabilize over time.
Previous report
For the three months ended June 30, 2025 and 2024, we recognized gains from change in fair value for contingent considerations and acquisition-related holdbacks. The gains recorded for the three months ended June 30, 2025 and 2024 represent the following:
Previous report
Comparison of the six months ended June 30, 2025 and 2024
Previous report
For the six months ended June 30, 2025 and 2024, we recognized gains from change in fair value for contingent considerations and acquisition-related holdbacks. The gains recorded for both the six months ended June 30, 2025 and 2024 represent the following:
Reworded paragraphs (32)
Previous wording
We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, Germany, Scotland, Morocco, Israel, Switzerland and China. We engage subcontractors to manufacture our products. These subcontractors, as well as the majority of our customers’ locations, are primarily in Asia. For the six months ended June 30, 2025 and 2024, approximately 61% and 65%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.
Current wording
We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, Germany, Scotland, Morocco, Israel, Switzerland and China. We engage subcontractors to manufacture our products. These subcontractors, as well as the majority of our customers’ locations, are primarily in Asia. For the nine months ended September 30, 2025 and 2024, approximately 60% and 65%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.
Previous wording
We are impacted by macroeconomic conditions including continued inflation, rising prices, geopolitical tensions, the risk of recession, and the effect of trade policies, which have a combined dampening effect on overall economic activity and consumer demand for automotive products that has resulted in lower production levels for our products. In particular, ongoing tensions related to increased tariffs imposed by the United States and retaliatory tariffs imposed by targeted countries may adversely impact our revenue. Tariffs against semiconductor-producing countries such as Taiwan, and retaliatory tariffs by countries such as China, could cause a decrease in the sales of our products to customers, other customers selling to end users, or other global customers, which could materially and adversely affect our business, financial condition and results of operation.
Current wording
We are impacted by macroeconomic conditions including continued inflation, rising prices or rising interest rates, geopolitical tensions, the risk of recession, and the effect of trade policies, which have a combined dampening effect on overall economic activity and consumer demand for automotive products that has resulted in lower production levels for our products. In particular, ongoing tensions related to increased tariffs imposed by the United States and retaliatory tariffs imposed by targeted countries may adversely impact our revenue. Tariffs against semiconductor-producing countries such as Taiwan, and retaliatory tariffs by countries such as China, could cause a decrease in the sales of our products to customers, other customers selling to end users, or other global customers, which could materially and adversely affect our business, financial condition and results of operation.
Previous wording
Refer to Part I, Item 1A of our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the heading “Risk Factors” for more information on our risks and uncertainties.
Current wording
Refer to Part I, Item 1A of our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as Part II, Item 1A of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, under the heading “Risk Factors” for more information on our risks and uncertainties.
Previous wording
Revenue for the three months ended June 30, 2025 was $51.6 million, compared to $52.4 million for the three months ended June 30, 2024, a decrease of $0.7 million, which was primarily driven by a $1.4 million decrease in contract revenue, partially offset by a $0.7 million increase in product revenue. The increase in product revenue was due primarily to change in product mix, partially offset by a decrease in volume of products sold and average selling price. The decrease in contract revenue of $1.4 million was due to a large multi-year non-recurring engineering project that commenced in early 2022 that is winding down in the current year towards its completion stage.
Current wording
Revenue for the three months ended September 30, 2025 was $53.7 million, compared to $54.0 million for the three months ended September 30, 2024, a decrease of $0.3 million, which was primarily driven by a $0.2 million decrease in product revenue and a $0.1 million decrease in contract revenue. The decrease in product revenue was due primarily to change in product mix and average selling price, offset by an increase in volume of products sold.
Previous wording
Cost of goods sold for the three months ended June 30, 2025 was $30.7 million, compared to $30.2 million for the three months ended June 30, 2024. The increase of $0.5 million or 1% was primarily due to an increase of $0.9 million resulting from product mix and partially offset by a $0.5 million decrease in volume of products sold, both as described above.
Current wording
Cost of goods sold for the three months ended September 30, 2025 was $32.2 million, compared to $32.7 million for the three months ended September 30, 2024. The decrease of $0.6 million or 2% was primarily due to a decrease of $0.9 million resulting from product mix and partially offset by a $0.5 million increase in volume of products sold, as described above.
Previous wording
Research and development expense for the three months ended June 30, 2025 was $38.5 million, compared to $41.3 million for the three months ended June 30, 2024. The decrease of $2.8 million or 7% was primarily due to a $2.6 million decrease in program costs that reflects the wind-down of completed projects and the progression of the current development pipeline, a $2.4 million decrease in personnel cost as a result of the restructuring initiative in August 2024 and May 2025 (including the 2025 Restructuring Plan) and partially offset by a $1.6 million increase in share-based compensation expense. We expect research and development expense to stabilize over time.
Current wording
Research and development expense for the three months ended September 30, 2025 was $38.0 million, compared to $46.0 million for the three months ended September 30, 2024. The decrease of $8.0 million or 17% was primarily due to a $7.8 million decrease in personnel cost as a result of the restructuring initiatives that took place in August 2024 and May 2025. We expect research and development expense to stabilize over time.
Previous wording
Restructuring costs for the three months ended June 30, 2025 was $7,107 due to the 2025 Restructuring Plan initiated in May 2025. See Note 2 - 2025 Restructuring Costs for additional discussion of our 2025 Restructuring Plan.
Current wording
Restructuring costs for the three months ended September 30, 2025 was $1,042 due to the 2025 Restructuring Plan initiated in May 2025. See Note 3— 2025 Restructuring Costs for additional discussion of our 2025 Restructuring Plan. Total restructuring costs for the three months ended September 30, 2024 was related to a separate restructuring plan that took place in August 2024.
Previous wording
Interest income for the three months ended June 30, 2025 was $2.2 million, compared to $1.1 million for the three months ended June 30, 2024. Interest income increased in the current period primarily as a result of higher cash balances due to the cash inflow from the 2029 Notes in December 2024.
Current wording
Interest income for the three months ended September 30, 2025 was $1.7 million, compared to $1.0 million for the three months ended September 30, 2024. Interest income increased in the current period primarily as a result of higher cash balances due to the cash inflow from the 2029 Notes in December 2024.
Previous wording
Interest expense for the three months ended June 30, 2025 was $4.5 million, compared to $2.1 million for the three months ended June 30, 2024. Interest expense increased in the current period primarily as a result of the addition of the 2029 Notes in December 2024.
Current wording
Interest expense for the three months ended September 30, 2025 was $4.3 million, compared to $2.2 million for the three months ended September 30, 2024. Interest expense increased in the current period primarily as a result of the addition of the 2029 Notes in December 2024.
Previous wording
i) Contingent considerations and acquisition-related holdbacks: During the six months ended June 30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.9 million. The net gain is primarily attributed to a net unrealized gain of $0.6 million and $1.6 million for the contingent considerations related to the Exalos and Kinetic acquisitions, respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to the GEO acquisition. During the six months ended June 30, 2024, we recognized an unrealized gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $32.7 million which is primarily due to a realized gain of $4.0 million and a realized loss of $3.3 million for the settlement of contingent considerations related to the GEO and Silicon Radar acquisitions, respectively, an unrealized gain of $25.4 million and $3.1 million for the contingent considerations and acquisition-related holdback related to the GEO and Silicon Radar acquisitions, respectively, as well as an unrealized gain of $2.8 million for the contingent considerations and acquisition-related holdback related to Exalos. Also included is an additional $0.7 million unrealized gain for other contingent considerations and acquisition-related holdbacks.
Current wording
For the three months ended September 30, 2025, the change in fair value for contingent considerations and acquisition-related holdbacks was de minimus. During the three months ended September 30, 2024, we recognized a net loss from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.5 million, which is primarily attributed to a net unrealized loss of $7.4 million for the contingent considerations related to the Exalos acquisition, offset by an net unrealized gain of $3.1 million for the contingent considerations and acquisition-related holdbacks related to the GEO acquisition.
Previous wording
Other income (expense) for the three months ended June 30, 2025 and 2024 was $1.5 million and $(0.6) million, respectively. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net gain of $2.0 million and net loss of $0.7 million, respectively related to the change in fair value of our currency forward contracts entered during the periods.
Current wording
Other income (expense) for the three months ended September 30, 2024 was $0.7 million. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net gain of $0.5 million related to the change in fair value of our currency forward contracts entered during the periods.
Previous wording
Revenue for the six months ended June 30, 2025 was $105.7 million, compared to $104.7 million for the six months ended June 30, 2024, an increase of $1.0 million or 1%, which was primarily driven by a $2.6 million increase in product revenue, offset by a $1.6 million decrease in contract revenue. The increase in product revenue was due primarily to change in product mix and increase in volume of products sold, partially offset by change in average selling price. The decrease in contract revenue of $1.6 million was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 that is winding down in the current year towards its completion stage.
Current wording
Revenue for the nine months ended September 30, 2025 was $159.4 million, compared to $158.7 million for the nine months ended September 30, 2024, an increase of $0.7 million, which was primarily driven by a $2.3 million increase in product revenue, partially offset by a $1.6 million decrease in contract revenue. The increase in product revenue was due primarily to change in product mix and increase in volume of products sold, partially offset by change in average selling price. The decrease in contract revenue of $1.6 million was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 that is winding down in the current year toward its completion stage.
Previous wording
Cost of goods sold for the six months ended June 30, 2025 was $62.2 million, compared to $60.3 million for the six months ended June 30, 2024. The increase of $1.9 million or 3% was primarily due to a $1.5 million increase attributable to a change in product mix and $0.7 million increase in shipments in connection with the increase in products sold as described above.
Current wording
Cost of goods sold for the nine months ended September 30, 2025 was $94.4 million, compared to $93.1 million for the nine months ended September 30, 2024. The increase of $1.3 million or 1% was primarily due to a $2.8 million increase in volume, $0.7 million increase attributable to a change in product mix and offset by $1.8 million decrease in products cost.
Previous wording
Research and development (“R&D”) expense for the six months ended June 30, 2025 was $80.6 million, compared to $90.9 million for the six months ended June 30, 2024. This decrease of $10.3 million or 11% was primarily due to a $4.8 million decrease in personnel cost, a $4.2 million decrease in share-based compensation expense and a $3.6 million decrease in various R&D program related expenses. Decreases in both the personnel cost and share-based compensation expense were primarily driven by a decrease in headcount resulting from the reduction in force that took place in August 2024 and May 2025 (including the 2025 Restructuring Plan). The decrease in R&D program expense reflects the wind-down of completed projects and the progression of the current development pipeline. We expect research and development expense to stabilize over time.
Current wording
Research and development (“R&D”) expense for the nine months ended September 30, 2025 was $118.6 million, compared to $136.9 million for the nine months ended September 30, 2024. This decrease of $18.3 million or 13% was primarily due to a $12.6 million decrease in personnel cost, a $4.6 million decrease in share-based compensation expense, and a $3.6 million decrease in various R&D program related expenses. Decreases in both the personnel cost and share-based compensation expense were primarily driven by a decrease in headcount resulting from the reduction in force that took place in August 2024 and May 2025 (including the 2025 Restructuring Plan). The decrease in R&D program expense reflects the wind-down of completed projects and the progression of the current development pipeline. We expect research and development expense to stabilize over time.
Previous wording
Selling, general and administrative expense for the six months ended June 30, 2025 was $37.7 million, compared to $39.8 million for the six months ended June 30, 2024. The decrease of $2.0 million or 5% was primarily due to a $1.5 million decrease in share-based compensation expense and a $0.9 million decrease in various professional and third-party business expenses. We expect selling, general, and administrative expense to stabilize over time.
Current wording
Selling, general and administrative expense for the nine months ended September 30, 2025 was $58.5 million, compared to $60.6 million for the nine months ended September 30, 2024. The decrease of $2.1 million or 3% was primarily due to a decrease in third party professional fees and a decrease in share-based compensation expense, as a result of the restructuring initiatives that took place in August 2024 and May 2025 (including the 2025 Restructuring Plan). We expect selling, general, and administrative expense to stabilize over time.
Previous wording
Restructuring costs for the six months ended June 30, 2025 was $7.1 million due to the 2025 Restructuring Plan initiated in May 2025. See Note 2 - 2025 Restructuring Costs for additional discussion of our 2025 Restructuring Plan.
Current wording
Restructuring costs for the nine months ended September 30, 2025 was $8.1 million due to the 2025 Restructuring Plan initiated in May 2025. See Note 3— 2025 Restructuring Costs for additional discussion of our 2025 Restructuring Plan. Total restructuring costs for the nine months ended September 30, 2024 was due to a separate restructuring plan that took place in 2024.
Previous wording
Interest income for the six months ended June 30, 2025 was $4.5 million, reflecting an increase of $2.1 million or 88% from the six months ended June 30, 2024. Interest income increased as a result of higher cash balances due to the cash inflow from the 2029 Notes in December 2024.
Current wording
Interest income for the nine months ended September 30, 2025 was $6.1 million, reflecting an increase of $2.8 million or 82% from the nine months ended September 30, 2024. Interest income increased as a result of higher cash balances due to the cash inflow from the 2029 Notes in December 2024.
Previous wording
Interest expense for the six months ended June 30, 2025 was $9.0 million compared to $4.2 million for the six months ended June 30, 2024. Interest expense increased in the current period primarily as a result of the addition of the 2029 Notes in December 2024.
Current wording
Interest expense for the nine months ended September 30, 2025 was $13.4 million compared to $6.4 million for the nine months ended September 30, 2024. Interest expense increased in the current period primarily as a result of the addition of the 2029 Notes in December 2024.
Previous wording
i) Contingent considerations and acquisition-related holdbacks: During the three months ended June 30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $0.1 million. The net gain is primarily attributed to a net unrealized gain of $0.1 million related to the Kinetic acquisition. During the three months ended June 30, 2024, we recognized a net unrealized gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $17.3 million, which is primarily attributed to a realized gain of $4.0 million and a realized loss of $3.3 million for the settlement of contingent considerations related to the GEO and Silicon Radar acquisitions, respectively, an unrealized gain of $9.3 million and $6.8 million for the contingent considerations and acquisition-related holdbacks related to the GEO and Silicon Radar acquisitions, respectively, as well as a $0.5 million net unrealized gain for other contingent considerations and acquisition-related holdbacks.
Current wording
For the nine months ended September 30, 2025 and 2024, we recognized gains from change in fair value for contingent considerations and acquisition-related holdbacks. During the nine months ended September 30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.9 million. The net gain is primarily attributed to a net unrealized gain of $0.6 million and $1.6 million for the contingent considerations related to the Exalos and Kinetic acquisitions, respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to the GEO acquisition. During the nine months ended September 30, 2024, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $28.2 million which is primarily contributed by an unrealized gain of $28.5 million and $3.2 million for the contingent considerations and acquisition-related holdback related to the GEO and Silicon Radar acquisitions, respectively, partially offset by an unrealized loss of $4.6 million for the contingent considerations related to Exalos.
Previous wording
Gain from extinguishment of debt of $2,623 for the three months ended June 30, 2025 resulted from the repurchase of our 2027 Notes in June 2025. See Note 7 - Debtfor additional discussion of the transaction related to the 2027 Notes.
Current wording
Gain from extinguishment of debt of $2.6 million for the nine months ended September 30, 2025 resulted from the repurchase of our 2027 Notes in June 2025. See Note 8— Debtfor additional discussion of the transaction related to the 2027 Notes.
Previous wording
Other income (expense) for the six months ended June 30, 2025 and 2024 was $0.8 million and $(0.8) million, respectively. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net gain of $1.4 million and a net loss of $1.2 million, respectively, related to the change in fair value of our currency forward contracts entered during the periods.
Current wording
Other income (expense) for the nine months ended September 30, 2025 and 2024 was $0.8 million and $(0.1) million, respectively. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net gain of $1.3 million and a net loss of $0.7 million, respectively, related to the change in fair value of our currency forward contracts entered during the periods.
Previous wording
Income tax provision for the six months ended June 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. Subsidiary. Income tax benefit for the six months ended June 30, 2024 is primarily related to our foreign operations.
Current wording
Income tax provision for the nine months ended September 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary. Income tax benefit for the nine months ended September 30, 2024 is primarily related to our foreign operations.
Previous wording
Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. On August 26, 2022, we entered into the ATM Agreement with the Sales Agents relating to shares of our Class A common stock. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. We implemented this program for the flexible access it provides to the capital markets. During the three and six months ended June 30, 2025, there was no activity. As of June 30, 2025, and since the inception of the program we have raised gross proceeds of $90.2 million and issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10 and had approximately $59.8 million available for future issuances under the ATM Agreement. As of June 30, 2025, we have incurred total issuance costs of $1.9 million since inception.
Current wording
Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. On August 26, 2022, we entered into the ATM Agreement with the Sales Agents relating to shares of our Class A common stock. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. The ATM Agreement was previously registered on our registration statement on Form S-3 (Registration No. 333-267120) (the "2022 Registration Statement") which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59.8 million pursuant to the ATM Agreement We implemented and renewed this program for the flexible access it provides to the capital markets. During the three and nine months ended September 30, 2025, there was no activity. As of September 30, 2025, and since the inception of the program we have raised gross proceeds of $90.2 million and issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10 and had approximately $59.8 million available for future issuances under the ATM Agreement. As of September 30, 2025, we have incurred total issuance costs of $1.9 million since inception.
Previous wording
In December 2023, employees in Wuxi exercised options granted to them through the Wuxi Employee Equity Incentive Plan (the “Wuxi EIP”) and contributed total capital of CNY88.0 million (or approximately $12.3 million) from option proceeds in preparation for a potential IPO in China. The funds will be used by Wuxi for general corporate purposes. Wuxi does not have an obligation to repay the collected capital to its employees in the case of an unsuccessful IPO.
Current wording
In December 2023, employees in Wuxi exercised options granted to them through the Wuxi Employee Equity Incentive Plan and contributed total capital of CNY88.0 million (or approximately $12.3 million) from option proceeds in preparation for a potential IPO in China. The funds were and will be used by Wuxi for general corporate purposes. Wuxi does not have an obligation to repay the collected capital to its employees in the case of an unsuccessful IPO.
Previous wording
On March 29, 2024, we entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10.0 million, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance is due and payable in full on March 28, 2025. This revolving line of credit was renewed on March 29, 2025, and the outstanding principal balance is due and payable in full on March 27, 2026. Interest is payable monthly beginning on May 1, 2025 through the maturity date. Fees of $50 incurred will be amortized over the life of the credit agreement. This line of credit required us to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo.
Current wording
On March 29, 2024, we entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10.0 million, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance is due and payable in full on March 28, 2025. This revolving line of credit was renewed on March 29, 2025, and the outstanding principal balance is due and payable in full on March 27, 2026. Interest is payable monthly beginning on May 1, 2025 through the maturity date. Fees of $50 million incurred will be amortized over the life of the credit agreement. This line of credit required us to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo.
Previous wording
As of June 30, 2025, our balance of cash and cash equivalents, including restricted cash, was $202.9 million.
Current wording
As of September 30, 2025, our balance of cash and cash equivalents, including restricted cash, was $171.2 million.
Previous wording
The following table summarizes our condensed consolidated cash flows for the six months ended June 30, 2025 and 2024:
Current wording
The following table summarizes our condensed consolidated cash flows for the nine months ended September 30, 2025 and 2024:
Previous wording
Cash used in operating activities during the six months ended June 30, 2024 was $29.1 million, which included net loss of $55.2 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $31.5 million of net losses resulting from a change in fair value for contingent considerations, and currency forward contracts, $37.5 million in share-based compensation expense and $19.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations provided $1.8 million of cash, primarily driven by an increase in accounts payable, and a decrease in accounts receivable, offset by an increase in inventory and a decrease in accrued expenses and other current liabilities.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities was $42.8 million, which included net loss of $119.5 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $6.2 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts, non-cash gain from extinguishment of debt of $2.6 million, and non-cash increases consisted of $50.6 million in share-based compensation expense and $30.4 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $4.7 million of cash, primarily driven by a decrease in accounts payable and an increase in prepaid expenses and other current assets, offset by a decrease in inventory, and an increase in accrued wages and related costs.
Previous wording
For the six months ended June 30, 2025, net cash used in operating activities was $36.6 million, which included net loss of $78.8 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $6.3 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increases consisted of $32.2 million in share-based compensation expense and $20.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $8.0 million of cash, primarily driven by a decrease in accounts payable and an increase in accounts receivable, offset by a decrease in inventory, and an increase in accrued payroll liabilities.
Current wording
Cash used in operating activities during the nine months ended September 30, 2024 was $51.9 million, which included net loss of $109.8 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $27.5 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increased consisted of $55.4 million in share-based compensation expense and $30.9 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $8.8 million of cash, primarily driven by an increase in inventory and a decrease in accrued expenses, offset by a decrease in accounts receivable and an increase in accounts payable.
Previous wording
Net cash used in investing activities for the six months ended June 30, 2025 and 2024 was $8.4 million and $9.2 million, respectively. During the period ended June 30, 2025, the decrease in cash was due to the purchase of capital expenditures. During the period ended June 30, 2024, was primarily due to the acquisition of Kinetic for $3.2 million, net of cash acquired, as well as an increase in cash used of $6.0 million for the purchase of capital expenditures. We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business.
Current wording
2024, the decrease in cash was primarily due to the acquisition of Kinetic for $3.2 million, net of cash acquired, as well as an increase in cash used of $12.5 million for the purchase of capital expenditures. We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business.
Previous wording
Net cash used in financing activities for the six months ended June 30, 2025 was $34.0 million, which was primarily attributed to $27.7 million payments on debt obligations and 2027 Notes repurchase, $3.7 million of payments on financed software, and $2.5 million of payment in connection with the first contingent consideration under the Kinetic acquisition.
Current wording
Net cash used in financing activities for the nine months ended September 30, 2025 was $35.9 million, which was primarily attributed to $26.8 million payments for repurchase of the 2027 Notes, $5.8 million of payments on financed software, and $2.5 million of payment in connection with the first contingent consideration under the Kinetic acquisition.
Previous wording
Net cash provided by financing activities for the six months ended June 30, 2024 was $6.6 million, which was primarily attributed to $10.0 million of net proceeds from the issuance of the line of credit through Wells Fargo, and $2.3 million of net proceeds from the issuance of common stocks through the ATM, partially offset by $1.7 million payments on debt obligations and $4.4 million of payments on financed software.
Current wording
Net cash provided by financing activities for the nine months ended September 30, 2024 was $23.5 million, which was primarily attributed to $10.0 million of net proceeds from the issuance of the line of credit through Wells Fargo, $13.2 million of net proceeds from the issuance of Class A common stock through the ATM and $5.7 million of net proceeds from the issuance of a line of credit through the Bank of Ningbo Co., LTD, partially offset by payments of $2.0 million on debt obligations and payments of $4.4 million on financed software.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net cash used in investing activities for the nine months ended September 30, 2025 and 2024 was $30.2 million and $16.7 million, respectively. During the period ended September 30, 2025, the decrease in cash was due to the acquisition of emotion3D for $17.7 million, net of cash acquired, as well the purchase of capital expenditures for $12.5 million. During the period ended September 30,
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Gain from extinguishment of debt of $2,623 for the six months ended June 30, 2025 resulted from the repurchase of our 2027 Notes in June 2025. See Note 7 - Debtfor additional discussion of the transaction related to the 2027 Notes.