TIGO ENERGY, INC.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 19, 2026
TYGO$0.74+1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-20.
0000950170-25-042645
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-19.
0001193125-26-115952
Item 7. 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 113 previous paragraphs and 104 current paragraphs.
44 unchanged; 21 reworded; 38 added; 47 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 10 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 (38)
Current report
Direct Offering. On February 24, 2026, we entered into a Purchase Agreement with certain Investors, pursuant to which we issued and sold, in a registered direct offering (the “Offering”), an aggregate of 5,000,000 shares of common stock, for gross proceeds of $15.0 million, before deducting placement agent fees and offering expenses. The closing of the Offering occurred on February 26, 2026.
Current report
The Shares were offered by us pursuant to our effective shelf registration statement on Form S-3 (File No. 333-282013) that was filed with the SEC on September 9, 2024, and declared effective on September 17, 2024. A prospectus supplement and accompanying base prospectus describing the terms of the Offering has been filed with the SEC.
Current report
Convertible Promissory Notes Extinguishment. On December 17, 2025, we extinguished our Convertible Promissory Notes. As a result, we recorded a loss on extinguishment on Convertible Promissory Notes of $1.1 million, which is included in other (income) expense, net in the in the consolidated statements of operations and comprehensive loss. The loss primarily reflects the difference between the cash paid to extinguish the note and the note’s net carrying amount at the extinguishment date, including the write-off of unamortized debt issuance costs. See Note 7, “Debt,” of the notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Current report
Patent Sale. On December 16, 2025, we entered into a patent purchase agreement involving the sale of certain patent rights. Under the terms of the patent purchase agreement, total consideration is expected to be between $15.0 million and $18.0 million. We received $15.0 million at the initial closing, and an additional holdback amount of up to $3.0 million is contingent on the satisfaction of specified conditions. As of December 31, 2025, these conditions had not been met. Additionally, seller-retained royalties under the purchase patent agreement, which entitles us to receive up to $5.0 million of future license proceeds, represent contingent income and will be recognized in other (income) expenses, net when and if earned.
Current report
Trade Tariffs. It is uncertain what impact new or existing tariffs, trade restrictions, or retaliatory actions, may have on us, our business, the solar industry, and our customers. U.S. net revenue represented 23.3% of our total net revenue for the year ended December 31, 2025. Substantially all of our MLPE products, which represented 68.9% of U.S. net revenues during the year ended December 31, 2025, were manufactured in Thailand. Our GO Energy Storage Systems (“GO ESS”) products represented 23.1% of U.S. net revenues during the year ended December 31, 2025. Beginning in October 2025, we transitioned production of our GO ESS product line for the U.S. market from China to Vietnam. As of December 31, 2025, we were subject to tariffs on all products imported into the United States from the countries in which we manufacture our products.
Current report
While we are actively evaluating alternative sourcing strategies, the global supply chain for key hardware components necessary to manufacture our products remains concentrated in regions affected by these trade measures, and identifying qualified suppliers outside of these regions with sufficient capacity and technical expertise remains challenging.
Current report
Any escalation in trade tensions, new or expanded tariffs, or broader geopolitical instability could impact our sourcing flexibility, product pricing, cost structure, and/or customer demand for our product lines. These factors, combined with potential economic softening, could lead to elevated inventory levels and reduced leverage in supplier pricing negotiations. Any of these outcomes could negatively affect our operations, financial performance, and cash flows.
Current report
One Big Beautiful Bill Act of 2025. In July 2025, the OBBB was signed into law, introducing significant changes to clean energy tax credit programs that may impact our financial condition, results of operations and future prospects. The law phases out the Investment Tax Credit (“ITC”) under Section 25D of the Internal Revenue Code of 1986, as amended (the “Code”), for residential solar and storage systems purchased through cash or loans, with the credit now set to expire on December 31, 2025.
Current report
Additionally, the OBBB imposes new timing requirements for ITCs under Section 48E of the Code, which governs ITCs for solar and storage systems. Solar-only projects that do not commence construction within 12 months of the OBBB’s enactment must now be placed in service by December 31, 2027, to retain eligibility. While energy storage systems are exempt from this specific deadline, the ITC under Section 48E of the Code generally begins to phase down in 2034. The ITCs decline to 75% for projects beginning construction in 2034, 50% for projects beginning construction in 2035, and phases out entirely for projects beginning construction in or after 2036.
Current report
The legislation also raises the domestic content threshold for bonus ITC eligibility under Section 48E of the Code to match the thresholds under Section 45Y of the Code, increasing the required domestic cost share to 45% for projects beginning construction on or after June 16, 2025, and before January 1, 2026. The percentage increases to 50% for projects beginning construction during calendar year 2026 and 55% for projects beginning construction after December 31, 2026. In parallel, the OBBB introduces new compliance requirements under the Foreign Entity of Concern (“FEOC”) provisions applicable to both Section 48E of the Code and the Advanced Manufacturing Production Tax Credit (“AMPTC”) under Section 45X of the Code. These provisions establish escalating content sourcing restrictions and other restrictions, generally applicable to taxable years beginning after the date of enactment of the OBBB, for qualifying solar and storage projects and for manufactured components.
Current report
On July 7, 2025, the President issued an Executive Order directing the Treasury Department to provide updated guidance within 45 days regarding the “beginning of construction” rules for Section 48E of the Code and to implement the FEOC restrictions.
Current report
These legislative and regulatory developments may negatively impact our eligibility for certain tax credits, the competitiveness of our offerings to solar and storage system lease providers, and the overall demand for our products. If we are unable to meet the revised domestic content or FEOC requirements, our ability to qualify for these incentives could be impaired, which may adversely affect our business and results of operations.
Current report
Demand for Products. Demand for our products continued to increase in 2025 following the industry-wide slow down that began in the second half of 2023 and continued into the 2024.We continued to see a recovery across the major markets we serve, particularly in Europe and the United States, which contributed to revenue growth of 91.7% for the year ended December 31, 2025 compared to the same period 2024. We believe this improvement was driven by a combination of strengthening market conditions and our ability to gain market share in the markets we serve.
Current report
Additionally, we have made, and plan to continue to make, substantial investments in research and development initiatives to support new product introductions. Although a significant portion of our revenue is derived from our MLPE products, we are continuing to develop and promote additional offerings such as our GO ESS product line and Predict+ service, which we believe will help contribute to long-term revenue growth and market leadership. We believe that our entry into new markets will facilitate revenue growth and customer diversification.
Current report
Gross Profit (Loss) and Gross Margin
Current report
Net revenue increased by $49.5 million or 91.7% for the year ended December 31, 2025, as compared to the same period in 2024. The increase is driven primarily by an increase of $42.1 million or 87.2% in net revenue from our MLPE product line, compared to the same period in 2024, which is primarily attributable to the continued market recovery that began in the first quarter of 2024 and increased market acceptance of our products. Additionally, our GO ESS product line increased by $6.2 million or 178.6% in net revenue for the year ended December 31, 2025, compared to the same period in 2024, which is primarily attributable to increased solar repowering activities. Please see the section below for a discussion of the factors influencing the fluctuations in net revenue for each of our geographic regions.
Current report
EMEA – Net revenue for the EMEA region increased by $36.9 million or 113.2% for the year ended December 31, 2025, as compared to the same period in 2024. The increase is driven primarily by an increase of $33.1 million and $3.2 million in net revenue from our MLPE and GO ESS product lines, respectively. This 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 $3.1 million of our GO ESS products to a customer in Italy.
Current report
Americas – Net revenue for the Americas region increased by $13.4 million or 102.0% for the year ended December 31, 2025, as compared to the same period in 2024. The increase is driven primarily by increases of $9.7 million, $2.9 million, and $0.5 million in net revenue from our MLPE product line, GO ESS product lines and royalty revenue, respectively. This growth was primarily attributable to increased demand in the United States, including demand related to repowering activity, 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 year ended December 31, 2025.
Current report
APAC – Net revenue for the APAC region decreased by $0.8 million or 9.2% for the year ended December 31, 2025, as compared to the same period in 2024. The change is driven primarily by a decrease of $0.7 million in net revenue from our MLPE product line in Australia, the Philippines, Thailand and Singapore.
Current report
Cost of revenue increased by $1.0 million or 1.7% for the year ended December 31, 2025, as compared to the same period in 2024. The increase is primarily driven by a 91.7% increase in net revenue for the year ended
Current report
December 31, 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 period, as well as a change in estimated future service delivery costs. The change was also driven by an increase of $1.5 million in customs fees primarily associated with the tariffs that were enacted in 2025. The increase was partially offset by the sale of GO ESS inventory in 2025 that had been previously reserved in 2024. During the year ended December 31, 2024, the Company recorded $23.5 million of inventory reserve charges, primarily related to excess and slow-moving GO ESS inventory and lower sales volumes driven by unfavorable macroeconomic and market conditions in the second half of 2024.
Current report
Gross profit increased by $48.5 million or 1,167.2% from a gross loss of $4.2 million for the year ended December 31, 2024, to a gross profit of $44.4 million for the year ended December 31, 2025. Gross margin increased by 50.5 percentage points for the year ended December 31, 2025, as compared to the same period in 2024. The increases were primarily driven by an 88.8% decrease in excess and obsolete inventory expense, in addition to higher-margin sales of previously reserved GO ESS inventory, resulting from reserves established in the second half of 2024.
Current report
Research and development expense decreased by $0.6 million or 6.2% for the year ended December 31, 2025, as compared to the same period in 2024. The decrease is attributed to reduced payroll expense resulting from lower headcount during the year ended December 31, 2025, compared to the same period in 2024, primarily due to workforce reductions of 10% in April 2024 that were implemented in response to the industry-wide slowdown in 2023.
Current report
Sales and marketing expense increased by $0.5 million or 3.0% for the year ended December 31, 2025, as compared to the same period in 2024. The increase was primarily due to increased payroll costs for the year ended December 31, 2025, compared to the prior year ended December 31, 2024. The increase was primarily attributable to higher incentive compensation, sales commissions and stock-based compensation expense. These increases were partially offset by lower payroll expense due to decreased headcount during the year ended December 31, 2025, compared to 2024 following the workforce reduction noted above. The increase was also partially offset by a decrease in professional service costs for the year ended December 31, 2025, compared to the same period in 2024.
Current report
General and administrative expense increased by $1.1 million or 5.3% for the year ended December 31, 2025, as compared to the same period in 2024. This was driven primarily by an increase in payroll-related incentive compensation in 2025 compared to the same period in 2024. Additionally, the increase was driven in part by a less favorable impact from credit reserves, as 2024 benefited from collections on certain customer balances previously reserved during late 2023 and early 2024 amid the industry-wide slowdown. These increases were partially offset by decreases in legal and facilities expense for the year ended December 31, 2025, compared to the same period in 2024.
Current report
The change in fair value of contingent shares liability was attributable to the revaluation of contingent shares issued in connection with the acquisition of Tigo Energy AI Ltd. (f/k/a Foresight Energy, Ltd. (“fSight”)) 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 report
The gain on sale of intangible assets was attributable to the patent sale which occurred on December 16, 2025. See Note 14, “Patent Sale,” of the notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Current report
The loss on extinguishment of Convertible Promissory Note was attributable to the loss recognized on the repayment of the L1 Energy Capital Management note on December 17, 2025. See Note 7, “Debt,” of the notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Current report
Interest expense decreased by $0.4 million or 3.6% for the year ended December 31, 2025, as compared to the same period in 2024. The decrease was primarily driven the extinguishment of the Company’s Convertible Promissory Note on December 17, 2025, which reduced the period over which interest was accrued, and issuance costs were amortized during 2025.
Current report
Interest income increased by a de minimis amount for the year ended December 31, 2025, as compared to the same period in 2024.
Current report
Other expenses, net of decreased by a de minimis amount for the year ended December 31, 2025, as compared to the same period in 2024.
Current report
Income tax expense increased by $0.5 million or 485.4% for the year ended December 31, 2025, as compared to the same period in 2024. The increase was primarily driven by a settlement of a foreign tax examination during the year ended December 31, 2025. See Note 13, “Income Taxes,” of the notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Current report
Patent Sale. On December 16, 2025, we entered into a patent purchase agreement involving the sale of certain patent rights. Under the terms of the patent purchase agreement, total consideration could amount between $15.0 million and $18.0 million. We received $15.0 million at the initial closing, and an additional holdback amount of up to $3.0 million is contingent on the satisfaction of specified conditions. As of December 31, 2025, these conditions had not been met. Refer to Note 14, in Part II, Item 8 of this Annual Report on Form 10-K for more information on the at-the-market offering.
Current report
Convertible Note. On December 17, 2025, we extinguished our Convertible Promissory Notes by paying $51.3 million in cash, which included principal, accrued interest and fees associated with the extinguishment. As of December 31, 2025, we had no outstanding debt obligations. Refer to Note 7, in Part II, Item 8 of this Annual Report on Form 10-K for more information on our Convertible Promissory Notes and extinguishment.
Current report
Operating cash flows 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 $22.7 million in the year ended December 31, 2025, as compared to the same period in 2024.
Current report
Net cash used in financing activities increased by $37.0 million for the year ended December 31, 2025, compared to the same period in 2024 which is primarily attributable to the repayment of principal and accrued interest on our Convertible Promissory Notes, and was partially offset by proceeds from our at-the-market offering during the year ended December 31, 2025.
Current report
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination, including identifiable intangible assets and liabilities assumed, and is evaluated for impairment at the reporting unit level. Given the Company operates as a single reporting unit, goodwill is assessed on a consolidated basis.
Current report
See Note 2 and 12 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to goodwill.
Removed paragraphs (47)
Previous report
Key Factors that May Influence Future Results of Operations
Previous report
Demand for Products. The demand for our products in Europe and the United States experienced a notable slowdown beginning in the second quarter in 2023 and has continued into 2024. Although our net revenue has increased on a sequential basis in each quarter of 2024, our year-to-date results remain substantially lower than the comparable period in the prior year. In Europe, the slowdown was primarily due to elevated inventory levels with distributors and an overall channel inventory correction as they responded to a slower demand environment. Additionally, there has been uncertainty surrounding the net energy metering policies and solar export penalties in the European markets, such as Germany, Belgium, Italy and the United Kingdom, which also contributed to the overall slowdown in demand in Europe. In the United States, the slowdown was primarily attributable due to higher interest rates than recent prior periods and the transition from the second iteration of net metering (“NEM 2.0”) to the third iteration of net metering (“NEM 3.0”) in California.
Previous report
As a result of these factors, we recognized inventory charges of $23.5 million to write down inventories to their estimated net realizable value for the year ended December 31, 2024. These charges were primarily related to excess and slow-moving inventory within the GO ESS line of energy storage solutions. See Note 9, “Supplementary Balance Sheet and Geographic Information,” of the notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Previous report
In addition, in response to the factors noted above, we reduced staffing levels across all geographies in December 2023 by approximately 15%, and in April 2024 by approximately 10%.
Previous report
Further write-downs of inventories and additional cost reduction measures in future quarters could occur if market conditions do not improve or further deteriorate which could continue to have an adverse effect on our results of operations in 2025.
Previous report
Key Operating and Financial Metrics
Previous report
Gross (Loss) Profit and Gross Margin
Previous report
Key Components and Comparison of Results of Operations
Previous report
Net Revenue
Previous report
Net revenue decreased by $91.2 million or 62.8% for the year ended December 31, 2024, as compared to the same period in 2023. The decrease is primarily due to the solar industry experiencing a broad-based slowdown starting in the second half of 2023 in both the U.S. and European markets, which resulted in elevated inventory levels with distributors and installers, and as a result the overall demand for our products and services decreased as distributors and installers responded to this slower demand environment. Please see the section below for a discussion of the factors influencing the fluctuations in net revenue for each of our geographic regions.
Previous report
EMEA – Net revenue for the EMEA region decreased by $76.7 million or 70.2% for the year ended December 31, 2024, as compared to the same period in 2023. We saw increased revenues in the region beginning in 2022 and through the first half of 2023 primarily due to higher energy prices following the onset of the armed conflict in Ukraine. Beginning in the second half of 2023 and continuing into 2024, the industry experienced a broad-based slowdown as higher interest rates, policy changes, and elevated inventory levels at distributors and installers reduced demand for solar solutions in the region.
Previous report
Americas – Net revenue for the Americas region decreased by $12.0 million or 47.8% for the year ended December 31, 2024, as compared to the same period in 2023. The decrease is primarily due to lower demand for our solutions as a result of higher interest rates and the transition from NEM 2.0 to NEM 3.0 in California.
Previous report
APAC – Net revenue for the APAC region decreased by $2.5 million or 23.0% for the year ended December 31, 2024, as compared to the same period in 2023. The decrease was primarily driven by a $2.2 million decline in sales in China which is primarily attributable to higher interest rates impacting investment decisions and new entrants to the MLPE market, including low-cost Asian manufacturers.
Previous report
Cost of Revenues and Gross Profit
Previous report
Cost of revenue decreased by $35.8 million or 38.1% for the year ended December 31, 2024, as compared to the same period in 2023. The decrease is primarily due to a 62.8% decline in net revenues for the year ended December 31, 2024, compared to the same period in 2023. The decrease was primarily offset by inventory charges of $23.5 million during the year ended December 31, 2024, primarily due to excess and slow-moving inventory within the GO ESS line of energy storage solutions as a result of the macroeconomic factors noted above.
Previous report
Gross profit decreased from $51.3 million for the year ended December 31, 2023, to a gross loss of $4.2 million for the year ended December 31, 2024, a decrease of $55.5 million or 108.1%. Gross margin decreased by 43.0 percentage points for the year ended December 31, 2024, as compared to the same period in 2023. The decreases are primarily due to inventory reserve charges of $23.5 million during the year ended December 31, 2024 primarily due to excess and slow-moving inventory within the GO ESS line of energy storage solutions and lower sales volume due to the unfavorable macroeconomic and market conditions noted above, in addition to sales promotions and discounts related to our GO ESS product line.
Previous report
Operating Expenses
Previous report
Research and development expense increased by $0.4 million or 3.8% for the year ended December 31, 2024, as compared to the same period in 2023. The increase was primarily driven by an increase in consulting and personnel-related stock-based compensation expenses, and is partially offset by a decrease in payroll related expenses from a lower headcount during the year ended December 31, 2024, compared to the same period in 2023.
Previous report
Sales and Marketing
Previous report
Sales and marketing expense decreased by $4.4 million or 20.5% for the year ended December 31, 2024, as compared to the same period in 2023. The decrease was primarily due to reduced payroll and travel expenses resulting from a lower headcount by $5.1 million, and was partially offset by an increase in personnel-related stock-based compensation expenses by $0.9 million.
Previous report
General and Administrative
Previous report
General and administrative expense decreased by $7.7 million or 26.9% for the year ended December 31, 2024, as compared to the same period in 2023. The decrease is primarily due to a decline of bad debt expense associated with our accounts receivable by $5.6 million, a decrease in legal expense by $4.4 million which was higher in 2023 due to the Business Combination, as defined below, and is partially offset by an increase in personnel-related stock-based compensation expenses by $2.6 million.
Previous report
Other Expenses (Income), Net
Previous report
Change in fair value of preferred stock warrant and contingent shares liability decreased by $1.0 million or 86.3% for the year ended December 31, 2024, as compared to the same period in 2023, primarily due to a decrease in mark-to-market expense associated with the contingent shares related to the fSight acquisition as a result of a reduction in the number of contingent shares issued in 2024 compared to the same period in 2023, which included the maximum number of contingent shares that we could have been required to issue. The final tranche of the contingent shares was released on July 25, 2024. See Note 4, “Acquisition of Foresight Energy, Ltd.,” of the notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Previous report
The change in fair value of derivative liability for the year ended December 31, 2023, is related to the Convertible Promissory Note which contained conversion options that met the requirements for separate accounting and was accounted for as a convertible note derivative liability. The derivative instrument was recorded at fair value upon recognition on the Merger Date and was subject to remeasurement at the end of the reporting period. On September 24, 2023, we entered into the Convertible Note Amendment (as defined above) with L1 Energy (as defined above) to modify the conversion terms of the Convertible Promissory Note and, as a result of such amendment, the conversion options no longer meet the requirements to be bifurcated in accordance with ASC Topic 815, “Derivatives and Hedging”. See Note 9, “Long-Term Debt,” of the notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Previous report
The loss on debt extinguishment for the year ended December 31, 2023, is primarily related to the repayment of our Series 2022-1 Notes.
Previous report
Interest expense increased by $3.3 million or 40.7% for the year ended December 31, 2024, as compared to the same period in 2023. This increase is primarily due to the timing of the amortization of the debt discount of $23.5 million that was recorded upon the bifurcation of the conversion options at the time of the Business Combination. Please see Note 9, “Long-Term Debt,” of the notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Previous report
Interest income decreased by $1.5 million or 62.7% for the year ended December 31, 2024, as compared to the same period in 2023, primarily due to a lower balance of marketable securities available to generate interest income in 2024 compared to the same period in 2023.
Previous report
Other income, net of $37,000 decreased to other expenses, net of $0.2 million for the year ended December 31, 2024, as compared to the same period in 2023. This is primarily due to a reduction of finance fees charged to customers for the year ended December 31, 2024, compared to same period in 2023.
Previous report
Liquidity, Going Concern and Capital Resources
Previous report
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.
Previous report
The consolidated financial statements have been prepared on a basis that assumes we will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Accordingly, the accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous report
Convertible Note. As of December 31, 2024, our Convertible Note obligation was $50.0 million. Upon conversion of the Convertible Note due in January 2026, we would need to pay cash or issue shares of common stock equal to the aggregate principal amount of the Convertible Note to be converted. As noted above, there is substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued due to the upcoming maturity date of the Convertible Note. Management continues to explore options to address the substantial doubt, however 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 the Convertible Promissory Note obligation. Refer to the section above for more information regarding our going concern analysis and management’s plan to address the substantial doubt. Refer to Note 9, in Part II, Item 8 of this Annual Report on Form 10-K for more information on our outstanding Convertible Note.
Previous report
Cash Flows
Previous report
Operating cash flows consists primarily of net loss adjusted for certain non-cash items and changes in operating assets and liabilities. Cash used in operating activities decreased by $24.8 million in the year ended December 31, 2024, as compared to the same period in 2023. The decrease in cash used in operating activities was primarily driven by a decrease in inventory purchases, in addition to inventory charges for excess and slow-moving inventory within our GO ESS line of energy storage solutions.
Previous report
Net cash used in financing activities was $61,000 for the year ended December 31, 2024, which is primarily attributable to the payments of offering costs related to our at-the-market offering and payments of tax withholdings on stock options. This was partially offset by proceeds from the exercise of stock options. Net cash provided by financing activities was $34.8 million for the year ended December 31, 2023, which is primarily attributable to proceeds of $50.0 million from the Convertible Promissory Note, proceeds of $3.7 million from the redemptions of common stock warrants and proceeds of $2.2 million from the Business Combination, which was partially offset by the $20.8 million repayment of the Series 2022-1 Notes.
Previous report
Inventory, net
Previous report
Product Warranties
Previous report
Impairment of Long-Lived Assets and Intangibles
Previous report
We review our long-lived assets, which consist of property and equipment and operating lease right of use assets, for impairment when specific triggering events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of their carrying cost amount or fair value less cost to sell. No impairment losses were identified for the years ended December 31, 2024, and 2023.
Showing the first 40 of 47 passages. Open the source sections for the rest.
Reworded paragraphs (21)
Previous wording
Managing Supply Chain. We rely on contract manufacturers and suppliers to produce our components. 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. A significant portion of our supply chain originates in Thailand and China. In the event we are unable to mitigate the impact of delays and/or price increases in raw materials, electronic components and freight, 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, 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. As noted above, we transitioned production of our GO ESS product line for the U.S. market from China to Vietnam in October 2025. 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 inflation and input-cost pressures, interest rate levels and volatility, tariffs and changes in trade policy, 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. In addition, a tighter credit environment could adversely affect installer and end-customer demand, increase price sensitivity, and lead to greater 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 future revenue growth 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. In order to continue growth of revenues, 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 customers in 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
We define gross (loss) profit as total net revenue less cost of revenue, and define gross margin expressed as a percentage, as the ratio of gross profit to revenue. Gross (loss) profit and margin can be used to understand our financial performance and efficiency and allow investors to evaluate its pricing strategy and compare it against competitors. We use these metrics to make strategic decisions identifying areas for improvement, set targets for future performance and make informed decisions about how to allocate resources going forward.
Current wording
We define gross profit (loss) as total net revenue less cost of revenue, and define gross margin expressed as a percentage, as the ratio of gross profit to revenue. Gross profit (loss) and margin can be used to understand our financial performance and efficiency and allow investors to evaluate its pricing strategy and compare it against competitors. We use these metrics to make strategic decisions identifying areas for improvement, set targets for future performance and make informed decisions about how to allocate resources going forward.
Previous wording
Research and development expenses consist of personnel-related expenses and facility-related expenses. Research and development employees are primarily engaged in the design and development of our MLPE, GO ESS solutions and Predict+. We devote substantial resources to research and development programs that focus on enhancements to, and cost efficiencies in, our existing products or services and timely development of new products and services that utilize technological innovation to drive down product costs, improve functionality and enhance reliability. We intend to continue to invest appropriate resources in our research and development efforts because we believe they are critical to maintaining our competitive position.
Current wording
Research and development expenses consist of personnel-related expenses and facility-related expenses. Research and development employees are primarily engaged in the design and development of our MLPE, GO ESS solutions and Predict+ products. We devote substantial resources to research and development programs that focus on enhancements to, and cost efficiencies in, our existing products or services and timely development of new products and services that utilize technological innovation to drive down product costs, improve functionality and enhance reliability. We intend to continue to invest appropriate resources in our research and development efforts because we believe they are critical to maintaining our competitive position.
Previous wording
Sales and marketing expenses consist primarily of personnel-related expenses, as well as advertising, travel, trade shows, marketing, customer support and other indirect costs. We expect to continue to make the necessary investments to enable us to execute our strategy to increase our market penetration geographically and enter into new markets by expanding our customer base of distributors.
Current wording
Sales and marketing expense consist primarily of personnel-related expenses, as well as advertising, travel, trade shows, marketing, customer support and other indirect costs. We expect to continue to make investments in this area to enable us to execute our strategy to increase our market penetration geographically and enter into new markets by expanding our customer base of distributors.
Previous wording
Other expenses (income), net, primarily consist of interest income earned on our cash and short term investments, realized gains and losses on short-term and long-term marketable securities, interest expense and fees under our convertible note, non-cash interest expense related to the amortization of debt issuance costs, and non-cash charges recognized for the change in fair value of our convertible notes embedded derivative, and convertible preferred stock warrants and losses or gains on debt extinguishment. Refer below for further details on the separate components of other (income) expenses, net.
Current wording
Other expenses, net, primarily consist of interest income earned on our cash and short term investments, realized gains and losses on short-term and long-term marketable securities, interest expense and fees under our convertible note, non-cash interest expense related to the amortization of debt issuance costs, and non-cash charges recognized for the change in fair value of our contingent share liability, losses or gains on sale intangible assets and losses or gains on debt extinguishment. Refer below for further details on the separate components of other (income) expenses, net.
Previous wording
In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern(“Subtopic 205-40”), we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Convertible Promissory Note, which has an aggregate principal amount outstanding of $50.0 million as of December 31, 2024, has a maturity date of January 9, 2026. See Note 9, “Long-Term Debt,” of the notes to consolidated financial statements for additional information regarding the Convertible Promissory Note. Management determined as a result of this evaluation, our current cash, working capital position, and upcoming maturity date of its Convertible Promissory Note, raises substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
Current wording
In accordance with ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“Subtopic 205-40”), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
Previous wording
As of December 31, 2024, our principal sources of liquidity were cash and cash equivalents and marketable securities of $19.9 million and total working capital, which we define as current assets less current liabilities, of $36.3 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 December 31, 2025, our principal sources of liquidity were cash and cash equivalents of $7.7 million and total working capital, which we define as current assets less current liabilities, of $19.2 million. Our principal uses of cash are for funding our operations, capital expenditures, other working capital requirements and other investments. On December 17, 2025, the Company repaid the full principal balance and accrued interest of its Convertible Promissory Note (see Note 7, “Debt”). As described above in the section entitled “Recent Developments,” on February 26, 2026, we closed the Offering resulting in gross proceeds of $15.0 million, before deducting placement agent fees and offering expenses, and net proceeds of approximately $14.0 million, after deducing placement agent fees and estimated offering expenses (see Note 15, “Subsequent Events”). We believe that our cash provided by operations, as well as the gross proceeds received from the Offering, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments for at least the next 12 months from the issuance date of this Form 10-K for the year ended December 31, 2025.
Previous wording
At-the-market offering. In November 2024, we entered into the ATM Agreement with the Sales Agent, pursuant to which we may offer and sell shares of our common stock having an aggregate gross sales price of up to $14.2 million, from time to time, through the Sales Agent in transactions deemed to be “at-the-market” offerings under federal securities laws (the “2024 ATM Program”). The offering of Shares pursuant to the ATM Agreement will terminate upon (a) five business days’ advance notice from us to the Sales Agent or five business days’ advance notice from the Sales Agent to us or (b) otherwise by mutual agreement of the parties pursuant to the terms of the ATM Agreement. Sales under the 2024 ATM Program are subject to a maximum commission of up to 3.0% of the gross proceeds per share sold through the Sales Agent.
Current wording
At-the-market offering. In November 2024, we entered into an ATM Agreement with the Sales Agent, pursuant to which we may offer and sell shares of our common stock from time to time, through the Sales Agent in transactions deemed to be “at-the-market” offerings under federal securities laws (the “2024 ATM Program”). The program concluded in October 2025.
Previous wording
During the year ended December 31, 2024, a total of 16,336 shares of common stock were issued pursuant to the Sales Agreement for aggregate gross proceeds of approximately $17,000, before deducting commissions and offering expenses payable by us. At December 31, 2024, $14.2 million remained available under the ATM Agreement. Refer to Note 11, in Part II, Item 8 of this Annual Report on Form 10-K for more information on the at-the-market offering.
Current wording
During the year ended December 31, 2025, a total of 8,309,168 shares of common stock were issued pursuant to the ATM Agreement for aggregate gross proceeds of approximately $14.2 million, before deducting commissions and offering expenses payable by us. As of December 31, 2025, the 2024 ATM Program was fully utilized, and there are no additional shares available for issuance under the program. Refer to Note 9, in Part II, Item 8 of this Annual Report on Form 10-K for more information on the at-the-market offering.
Previous wording
Operating Leases. We have entered into various non-cancelable operating leases primarily for our facilities with original lease periods expiring through the year 2029, with our most significant leases relating to our facilities in Campbell, California and Ra’anana, Israel. As of December 31, 2024, we had total lease obligations of $1.6 million recorded on our consolidated balance sheet.
Current wording
Operating Leases. We have entered into various non-cancelable operating leases primarily for our facilities with original lease periods expiring through the year 2029, with our most significant leases relating to our facilities in Los Gatos, California and Ra’anana, Israel. As of December 31, 2025, we had total lease obligations of $2.7 million recorded on our consolidated balance sheet.
Previous wording
Cash Flows Provided by (Used in) Investing Activities
Current wording
Cash Flows Provided by (Used in) Operating Activities
Previous wording
Net cash provided by investing activities was $19.8 million for the year ended December 31, 2024, which is primarily attributable to the sale and maturities of marketable securities and was partially offset by the purchase of additional marketable securities and property and equipment. Net cash used in investing activities was $30.9 million for the year ended December 31, 2023, which is primarily attributable to the purchase of marketable securities and property and equipment and was partially offset by the sale and maturities of marketable securities.
Current wording
Net cash provided by investing activities was $22.6 million for the year ended December 31, 2025, which is primarily attributable to the sale and maturities of marketable securities, in addition to proceeds from the sale of intangible assets. The cash provided was partially offset by the purchase of additional marketable securities and property and equipment. Net cash provided by investing activities was $19.8 million for the year ended December 31, 2024, which is primarily attributable to the sale and maturities of marketable securities, and was partially offset by the purchase of additional marketable securities and property and equipment.
Previous wording
Cash Flows (Used in) Provided by Financing Activities
Current wording
Cash Flows Used in Financing Activities
Previous wording
If estimates regarding customer demand are inaccurate or changes in technology affect demand for certain products in an unforeseen manner, we may be exposed to potential losses. For example, we incurred inventory charges for the year ended December 31, 2024 of $23.5 million, primarily for excess and slow-moving inventory within our GO ESS line of energy storage solutions, reflecting the fact that this business line has not performed as well as was originally forecasted due to the macroeconomic factors noted above.
Current wording
If estimates regarding customer demand are inaccurate or changes in technology affect demand for certain products in an unforeseen manner, we may be exposed to potential losses.
Previous wording
We accrue estimated warranty costs at the time of sale based on anticipated warranty claims, which are estimated based on actual historical warranty claims experience. Warranty provisions, computed on a per-unit sold basis, are based on our best estimate of such costs and are included in our cost of revenues. The warranty obligation is determined based on actual and predicted failure rates of the products, cost of replacement and service and delivery costs incurred to correct a defective product. Our warranty obligation requires management to make assumptions regarding estimated failure rates and replacement costs. If actual warranty costs differ significantly from these estimates, adjustments may be required in the future, which could adversely affect our gross profit and results of operations. Warranty obligations are classified as short-term and long-term warranty obligations, based on the period in which the warranty is expected to be claimed. The product warranty liability (short and long-term) was $5.8 million and $5.6 million, for the years ended December 31, 2024, and 2023, respectively.
Current wording
We accrue estimated warranty costs at the time of sale based on anticipated warranty claims, which are estimated based on actual historical warranty claims experience. Warranty provisions, computed on a per-unit sold basis, are based on our best estimate of such costs and are included in our cost of revenues. The warranty obligation is determined based on actual and predicted failure rates of the products, cost of replacement and service and delivery costs incurred to correct a defective product. Our warranty obligation requires management to make assumptions regarding estimated failure rates and replacement costs. If actual warranty costs differ significantly from these estimates, adjustments may be required in the future, which could adversely affect our gross profit and results of operations. Warranty obligations are classified as short-term and long-term warranty obligations, based on the period in which the warranty is expected to be claimed. The product warranty liability (short and long-term) was $9.3 million and $5.8 million, for the years ended December 31, 2025, and 2024, respectively.
Previous wording
We complete the required annual testing of goodwill impairment for the reporting unit in the fourth quarter of each year to determine if goodwill should be impaired. During the year ended December 31, 2024, no impairment of goodwill has been identified. For the annual test impairment test that was conducted in the fourth quarter of 2024, fair value exceeded the carrying value by 531.5%.
Current wording
We complete the required annual testing of goodwill impairment for the reporting unit in the fourth quarter of each year to determine if goodwill should be impaired. During the year ended December 31, 2025, no impairment of goodwill has been identified. For the annual test impairment test that was conducted in the fourth quarter of 2025, fair value exceeded the carrying value by 257.9%.
Previous wording
The valuation of goodwill inherently involves a degree of uncertainty, particularly as it relates to our stock price and the calculation of our fair value. Throughout 2024, our stock price has decreased primarily due to our performance being affected by an industry-wide inventory oversupply, higher interest rates, and other macroeconomic trends. Additionally, should our share price continue to decline, reflecting broader industry or economic concerns, this could indicate a decline in the fair value of the reporting unit, potentially leading to an impairment of goodwill. We closely monitor these conditions and are prepared to perform interim impairment tests should there be indications that the fair value of the reporting unit may have declined below its carrying amount.
Current wording
The valuation of goodwill inherently involves a degree of uncertainty, particularly as it relates to our stock price and the calculation of our fair value. We closely monitor all conditions and are prepared to perform interim impairment tests should there be indications that the fair value of the reporting unit may have declined below its carrying amount.
Previous wording
As of December 31, 2024, our net DTA balance on a consolidated basis was $0.2 million, after reduction of a valuation allowance of $36.9 million. Significant domestic DTAs were generated, primarily due to net operating losses, research and development tax credits, along with capitalized expenditures including research and development. We assessed the ability to realize the benefits of our DTAs in each reporting period by evaluating all available positive and negative evidence, objective and subjective in nature, including, but not limited to, (1) cumulative results of operations in recent years, (2) sources of recent pre-tax income, (3) estimates of future taxable income, (4) respective carryback and/or carryforward periods of tax attributes available to date, and (5) limitation on NOL utilization against taxable income. We measured our current DTA balances against estimates of future income based on objectively verifiable operating results from our recent history, and concluded that sufficient future taxable income will not be generated to realize the benefits of our federal, state and certain foreign DTAs. Therefore, we continue to maintain a valuation allowance against our domestic and certain foreign net deferred tax assets.
Current wording
As of December 31, 2025, our net DTA balance on a consolidated basis was $0.3 million, net of a valuation allowance of $37.1 million. Significant domestic DTAs were generated, primarily due to net operating losses, research and development tax credits, along with capitalized expenditures including research and development. We assessed the ability to realize the benefits of our DTAs in each reporting period by evaluating all available positive and negative evidence, objective and subjective in nature, including, but not limited to, (1) cumulative results of operations in recent years, (2) sources of recent pre-tax income, (3) estimates of future taxable income, (4) respective carryback and/or carryforward periods of tax attributes available to date, and (5) limitation on NOL utilization against taxable income. We measured our current DTA balances against estimates of future income based on objectively verifiable operating results from our recent history, and concluded that sufficient future taxable income will not be generated to realize the benefits of our federal, state and certain foreign DTAs. Therefore, we continue to maintain a valuation allowance against our domestic and certain foreign net deferred tax assets.
Previous wording
See Note 2 and 15 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to income taxes.
Current wording
See Note 2 and 13 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to income taxes.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Cash Flows Provided by Investing Activities
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Cash Flows Used in Operating Activities