FTC Solar, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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, 2026 · Filed Nov 4, 2026
FTCI$1.56+21.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-334042
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001193125-26-446333
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 201 previous paragraphs and 194 current paragraphs.
121 unchanged; 48 reworded; 22 added; 29 removed; 3 previous and 3 current paragraphs rearranged.
Tables are not compared: 27 previous and 28 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 (22)
Current report
We had positive gross margin for the three months ended September 30, 2026 due mainly to product revenue margins and the impact of IEEPA refunds, partially offset by additional provisions for slow-moving and obsolete inventory.
Current report
We had positive gross margin for the three months ended September 30, 2025 due mainly to product revenue margins, whereas service margins were mostly flat.
Current report
The decrease in research and development expenses for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was almost entirely due to lower costs for certification and testing based on timing relating to such activities. Research and development expenses as a percentage of revenue were 2.8% for the three months ended September 30, 2026, as compared to 4.7% for the three months ended September 30, 2025.
Current report
The increase in general and administrative expenses for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily attributable to (i) higher stock-based compensation expense of $0.9 million as a result of new award grants during the fourth quarter of 2025, and (ii) higher facility and office costs of $0.2 million. This was partially offset by lower professional service costs of $0.3 million, largely attributable to reduced legal and consulting fees. General and administrative expenses as a percentage of revenue were 22.1% for the three months ended September 30, 2026, compared to 24.6% for the three months ended September 30, 2025.
Current report
Income from unconsolidated subsidiary
Current report
Results of Operations - Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Current report
We had negative gross margin for the nine months ended September 30, 2026 due mainly to the addition of Alpha Steel costs as Alpha Steel was a wholly owned subsidiary during the nine months ended September 30, 2026 and additional provisions for slow-moving and obsolete inventory.
Current report
Income from unconsolidated subsidiary
Current report
As described further in Note 11, "Debt" in our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, on September 30, 2026, we entered into a Third Amendment to our Credit Agreement pursuant to which the Lenders provided a waiver relating to our failure to timely pay during the third quarter of 2026, the remaining obligations under the Acquisition Notes arising from our purchase of the remaining ownership interest in Alpha Steel. The Third Amendment also (i) deferred the $5.0 million principal reduction to our Credit Agreement, previously due on September 30, 2026, to March 31, 2027; (ii) eliminated the existing financial covenants for the remainder of calendar year 2026, and (iii) established new applicable dates and amounts for the following financial covenants:
Current report
Minimum Unrestricted Cash. The minimum unrestricted cash covenant will not apply until January 4, 2027, at which time we will be required to maintain unrestricted cash balances of $15,000,000 at all times.
Current report
Minimum Revenue. The minimum revenue covenant will not apply until the fiscal quarter ending March 31, 2027 at which time it will be no less than $60,000,000, and at least $75,000,000 for each fiscal quarter thereafter.
Current report
Minimum Consolidated EBITDA. The Consolidated EBITDA covenant will not apply until the fiscal quarter ending March 31, 2027, at which time it will be no less than $2,000,000. Thereafter, we will be required to have at least $25,000,000 of Consolidated EBITDA for the 12 months ending December 31, 2027, and as of the last day of each fiscal year thereafter.
Current report
Minimum Direct Tracker Margin and Purchase Order Amounts. We will also be required to meet minimum specified direct tracker margin and new purchase order amount covenants no earlier than the fiscal quarter ending March 31, 2027, and for each fiscal quarter thereafter.
Current report
Equity Line of Credit ("ELOC")
Current report
The purchase price per share we receive will generally be equal to 97% of the lower of (i) the lowest sale price of our common stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of our common stock during the ten consecutive business days immediately preceding the applicable purchase date. Pursuant to the terms of the ELOC, purchases of our common stock may be effected as frequently as each business day, subject to certain limitations on the number of shares to be purchased, providing the closing price of our common stock on Nasdaq is not less than $1.00 per share We are currently limited to being able to sell up to 3,290,604 shares of our common stock (or approximately 19.99% of our outstanding shares immediately prior to entering into the ELOC), unless stockholder approval is obtained to exceed that amount, as required by Nasdaq listing rules.
Current report
Through September 30, 2026, we sold 859,190 shares of common stock under the ELOC receiving proceeds of approximately $1.9 million. We are utilizing the net proceeds received from sales of our common stock for general corporate purposes, including working capital and operating expenses.
Current report
Although we have no financial covenants under our Credit Agreement, as amended, for the remainder of calendar year 2026, we do have certain financial covenants that become effective in the first quarter of 2027, some of which are in amounts that exceed our current financial balances and results of operations. In addition, we will be required to make a $5.0 million principal reduction of our outstanding debt on March 31, 2027, while still maintaining a minimum required unrestricted cash balance. In view of our history of operating losses, cash outflows, past failure to meet certain covenants under our financing arrangements and uncertainty as to our ability to fully meet all financial covenants during the twelve-month period following issuance of our condensed consolidated financial statements, we believe these factors create substantial doubt as to our ability to continue as a going concern. However, the Company is continuing to take steps to increase demand for our products and services, control costs, improve our financial results and to seek additional sources of financing, including fully utilizing our remaining capacity to sell shares of our common stock under the ELOC and obtaining additional financing under the Credit Agreement in the form of Second Delayed Draw Term Loans or through other third-party sources.
Current report
As described above under the section "Liquidity and going concern", on September 30, 2026, we entered into a Third Amendment and Limited Waiver to our Credit Agreement which modified various financial covenants and deferred the principal payment due on September 30, 2026, as specified by the Second Amendment, to March 31, 2027.
Current report
The financial covenants pursuant to the Third Amendment are described above under the section "Liquidity and going concern".
Current report
As noted above, at September 30, 2026, there were no applicable financial covenants under the Credit Agreement that the Company was required to be in compliance with.
Current report
Cash flows from other financing activities were minimal during both the nine months ended September 30, 2026 and 2025.
Current report
For the nine months ended September 30, 2026 and 2025
Removed paragraphs (29)
Previous report
We had negative gross margin for the three months ended June 30, 2025 due mainly to the impact of additional costs associated with specified minimum purchase commitments with Alpha Steel, as described above and higher tariffs.
Previous report
Loss from unconsolidated subsidiary
Previous report
Results of Operations - Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Previous report
The decrease in cost of revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily driven by additional costs incurred during the three months ended June 30, 2025 associated with specified minimum purchase commitments with Alpha Steel that did not reoccur during the three months ended June 30, 2026. This was partially offset by (i) additional costs related to the inclusion of Alpha Steel as a wholly owned subsidiary, (ii) higher warranty expense, and (iii) an increase in stock-based compensation expense and other indirect costs.
Previous report
We had negative gross margin for the six months ended June 30, 2026 due mainly to (i) additional costs related to the inclusion of Alpha Steel as a wholly owned subsidiary, (ii) higher warranty expense, and (iii) an increase in stock-based compensation expense and other indirect costs. These costs were partially offset by higher ASP for both service and product revenues.
Previous report
The increase in research and development expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to (i) higher spending on lab and other research activities totaling $0.2 million. and (ii) higher stock-based compensation costs of $0.2 million due to recent grants of new awards. This was partially offset by lower payroll-related costs of $0.2 million, largely related to lower incentive compensation during the six months ended June 30, 2026. Research and development expenses as a percentage of revenue were 5.4% for the six months ended June 30, 2026, as compared to 5.0% for the six months ended June 30, 2025.
Previous report
Loss from unconsolidated subsidiary
Previous report
Second Amendment to Credit Agreement, failure to meet cash and direct tracker margin covenants and Limited Waiver
Previous report
On August 4, 2026, we entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) to establish an equity line of credit of up to $20.0 million (the “Purchase Agreement”). Pursuant to the Purchase Agreement, Lincoln Park committed to purchase, at our direction from time to time, up to an aggregate of $20.0 million of our common stock, subject to the terms, conditions and limitations set forth in the Purchase Agreement. We also entered into a registration rights agreement with Lincoln Park (the “Registration Rights Agreement”), pursuant to which we agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement covering the resale by Lincoln Park of the shares of common stock that have been and may be issued and sold to Lincoln Park under the Purchase Agreement, including the commitment shares described below, and to take such other actions as are reasonably necessary to maintain the effectiveness of such registration statement as provided in the Registration Rights Agreement.
Previous report
Under the terms of the Purchase Agreement, from and after the date on which the conditions to Lincoln Park’s purchase obligations have been satisfied, including that the registration statement described above is declared effective by the SEC and a final prospectus is filed with the SEC (the “Commencement Date”), we will have the right, but not the obligation, in our sole discretion to direct Lincoln Park to purchase shares of Common Stock from time to time over a period of up to 24 months for aggregate gross proceeds of up to $20.0 million. From and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is not below $1.00 per share, we may, by written notice, direct Lincoln Park to purchase up to 20,000 shares of Common Stock (a “Regular Purchase”), which amount may be increased to up to 30,000 shares of Common Stock if the closing sale price is not below $2.00 per share, up to 40,000 shares of Common Stock if the closing sale price is not less than $3.00 per share of Common Stock, and up to 50,000 shares if the closing sale price is not below $4.00 per share of Common Stock, in each case subject to a maximum dollar amount of $1.0 million per Regular Purchase. The purchase price per share for each Regular Purchase will be equal to 97% of the lower of (i) the lowest sale price of the Common Stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of the Common Stock during the ten consecutive business days immediately preceding the applicable purchase date. In addition, if we direct Lincoln Park to purchase the maximum number of shares permitted in a Regular Purchase on an applicable purchase date, then, in addition to such Regular Purchase and subject to the satisfaction of certain conditions and limitations set forth in the Purchase Agreement, we may also direct Lincoln Park to purchase additional shares of Common Stock in an accelerated purchase (an “Accelerated Purchase”) on the following business day. For an Accelerated Purchase, Lincoln Park will purchase the lesser of (i) three times the regular purchase share limit for the corresponding Regular Purchase and (ii) 30% of the trading volume on the Accelerated Purchase date as specified in the Purchase Agreement, at a purchase price per share equal to the lower of 97% of (x) the closing sale price on the Accelerated Purchase date and (y) the volume-weighted average price during the measurement period specified in the Purchase Agreement for such date. Subject to satisfaction of the applicable conditions, we may direct multiple Accelerated Purchases in a single trading day.
Previous report
In addition, the Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if such shares, when aggregated with all other shares then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park beneficially owning more than 4.99% of the outstanding shares of Common Stock, which beneficial ownership cap may be increased by Lincoln Park to up to 9.99% upon 61 days’ prior written notice to the Company. Additionally, unless otherwise approved by our stockholders, we may not issue shares of Common Stock under the Purchase Agreement in excess of 19.9% of our common stock outstanding on August 4, 2026.
Previous report
Payments for acquisition of Alpha Steel
Previous report
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders (the "Selling Members") of Alpha Steel LLC ("Alpha Steel") pursuant to which we agreed to acquire all of their membership interests for a purchase price of approximately $2.7 million, which was evidenced by promissory notes payable in various installments during 2026 (the "Acquisition Notes"). As of June 30, 2026, we had a remaining required payment of approximately $1.1 million due to the Selling Members, plus accrued interest, which we paid during August 2026. The Acquisition Notes were secured by all of Alpha Steel's assets, provided, however, the security interests granted to each of the Selling Members under the Acquisition Notes were subordinate and junior to the security interests in favor of the Lenders under the Credit Agreement.
Previous report
In view of the requirements for quarterly cash interest payments, a specified prepayment of principal under the Credit Agreement, and principal and interest payments for the Acquisition Notes, as well as our history of operating losses and cash outflows, and considering that the availability of additional financing provided by the Credit Agreement in the form of Second Delayed Draw Term Loans or full utilization of the equity line of credit is not completely within our control, we believe these factors create uncertainty as to our ability to fully meet the financial covenant requirements under the Credit Agreement during the twelve months following issuance of this Quarterly Report. Therefore, we have concluded that substantial doubt exists as to our ability to continue as a going concern within the next year.
Previous report
Our ability to meet our liquidity needs over the next year is dependent upon (i) our unrestricted cash on hand (subject to (x) a required principal repayment of $5.0 million on September 30, 2026, under the Credit Agreement, as well as principal and interest payments due for the Acquisition Notes, and (y) a $10.0 million minimum unrestricted cash covenant under the Credit Agreement effective for the quarter ending September 30, 2026, and each quarter thereafter, and our compliance with all other financial covenants under the Credit Agreement, (ii) our current expectations of increased project activity and cash flow during the twelve-month period following issuance of our consolidated financial statements, (iii) the availability of additional proceeds in the form of Second Delayed Draw Term Loans that may be requested by the Company, subject to approval by the Lenders in their sole discretion, and (iv) our ability to raise additional capital through the equity line of credit or other securities offerings. In addition, we continue to remain focused on implementing additional cost savings steps, which could impact, among other things, the size and location of our headcount and the level of services currently provided by third parties.
Previous report
Acquisition Notes
Previous report
In connection with our acquisition of 100% of the Membership Interests in Alpha Steel in November 2025, we agreed to pay approximately $2.7 million in various installments during 2026, which was evidenced by Acquisition Notes. At June 30, 2026, we had a remaining balance due of approximately $1.1 million, plus accrued interest, which we paid during August 2026. The Acquisition Notes bear interest on any unpaid balance at a rate of 3.64% per annum and are secured by all of Alpha Steel's assets, provided, however, the security interests granted to each of the Selling Members under the Acquisition Notes are subordinate and junior to the security interests in favor of the Lenders under the Credit Agreement described below. The Acquisition Notes were discounted upon issuance at a market-participant discount rate resulting in an effective interest rate of approximately 12% until maturity.
Previous report
As noted above, we were not in compliance with the required minimum cash and direct tracker margin covenants pursuant to the Second Amendment as of June 30, 2026. On August 4, 2026, we entered into the Waiver with the Lenders in which the Lenders waived our noncompliance with these minimum unrestricted cash and minimum direct tracker margin covenants as described above. The waiver covered the periods of noncompliance but did not cover our ability to comply with covenants in future periods. As a result of factors that are outside of our control in terms of timing of customer project activity and resulting revenue and cash flows, there is currently uncertainty as to our ability to fully meet all existing quarterly and annual financial covenants during the twelve-month period following the date of the consolidated financial statements included herein. Accordingly, we have classified all outstanding debt under our Credit Agreement as a current obligation as of June 30, 2026.
Previous report
The Credit Agreement provides for a senior secured term facility of up to $75 million, consisting of (i) Initial Term Loans and First Delayed Draw Term Loans (both as defined in the Credit Agreement) that were funded during 2025 in an aggregate principal amount of $37.5 million, and (ii) up to $37.5 million principal amount of Second Delayed Draw Term Loans (as defined in the Credit Agreement) that may be requested by the Company and approved by the Lenders in their sole discretion (collectively, with the Initial Term Loans and the First Delayed Draw Term Loans, the "Term Loans"). The Term Loans currently outstanding were originally scheduled to mature on July 2, 2029.
Previous report
As amended by the Second Amendment, the Credit Agreement includes the following covenants.
Previous report
Unrestricted Cash Amount. The Company is required to have unrestricted cash balances as of the last day of the fiscal quarter ending September 30, 2026 equal to the greater of (i) $10.0 million and (ii) $15.0 million minus a remaining ECF Repayment
Previous report
Amount if actually paid by the Company to the Lenders pursuant to the Credit Agreement prior to such date. The Company currently anticipates that this financial covenant will require the Company to have at least $10.0 million of unrestricted cash as of September 30, 2026, and each fiscal quarter thereafter.
Previous report
Quarterly Revenue. The Company is required to have consolidated quarterly revenue of at least: (i) $50.0 million for the fiscal quarter ending September 30, 2026; and (ii) $75.0 million for the fiscal quarter ending December 31, 2026 and the last day of each fiscal quarter thereafter.
Previous report
Consolidated EBITDA. For the 12-month period ending December 31, 2026, the Company’s consolidated EBITDA may not be less than $10.0 million, and for the 12-month period ending December 31, 2027 and the last day of each fiscal year thereafter, the Company’s consolidated EBITDA may not be less than $25.0 million.
Previous report
Additionally, the Company’s direct tracker margin must exceed certain thresholds for each fiscal quarter in 2026, and the financial covenants also include a requirement that the amounts due to the Company under new purchase orders must meet certain thresholds beginning with the fiscal quarter ending March 31, 2027.
Previous report
As noted above, at June 30, 2026, the Company was not in compliance with the required minimum unrestricted cash and direct tracker margin financial covenants under the Credit Agreement. On August 4, 2026, we entered into the Waiver with the Lenders in which the Lenders waived our noncompliance with these minimum unrestricted cash and minimum direct tracker margin covenants.
Previous report
As a result of factors that are outside of our control in terms of timing of customer project activity and resulting revenue and cash flows, there is currently uncertainty as to our ability to fully meet all existing quarterly and annual financial covenants during the twelve-month period following the date of the consolidated financial statements included herein. Accordingly, the outstanding Term Loan and A&R Promissory principal, plus accrued paid-in-kind interest, related unamortized discount and debt issue costs and any applicable Exit Fee, have been classified as a current obligation at June 30, 2026.
Previous report
Proceeds received from stock option exercises were minimal during the six months ended June 30, 2025.
Previous report
For the six months ended June 30, 2026 and 2025
Reworded paragraphs (48)
Previous wording
U.S. Customs and Border Protection ("CBP"). There continues to be challenges in achieving full compliance with UFLPA, whether related to sufficient traceability of materials or other factors. Escalating trade tensions, particularly between the United States and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain raw materials and components for our products. We have taken measures with the intention of mitigating the effect of tariffs and the impact of AD/CVD and UFLPA on our business by reducing our reliance on China and enhancing our U.S.-based supply chain, including through our acquisition of Alpha Steel.
Current wording
Government Regulations. Changes in the U.S. trade environment, including the imposition of import tariffs, antidumping and countervailing duties ("AD/CVD") investigations and the Uyghur Forced Labor Prevention Act ("UFLPA"), which became effective in June 2022, can have an impact on the timing of developer projects. The UFLPA resulted in new rules for module importers and reviews by U.S. Customs and Border Protection ("CBP"). There continues to be challenges in achieving full compliance with UFLPA, whether related to sufficient traceability of materials or other factors. Escalating trade tensions, particularly between the United States and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain raw materials and components for our products. We have taken measures with the intention of mitigating the effect of tariffs and the impact of AD/CVD and UFLPA on our business by reducing our reliance on China and enhancing our U.S.-based supply chain, including through our acquisition of Alpha Steel.
Previous wording
On June 6, 2022, President Biden issued an Executive Order allowing U.S. solar deployers to import solar modules and cells from Cambodia, Malaysia, Thailand and Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic production of clean energy technologies. This moratorium ended in June 2024. The U.S. International Trade Administration and the U.S. International Trade Commission completed a sunset review in October 2024 and decided to continue existing AD/CVD orders on CSPV cells/modules from China resulting in longstanding China tariffs remaining in force. In April 2025, the U.S. Department of Commerce issued final determinations concluding that producers and exporters in Cambodia, Malaysia, Thailand and Vietnam were dumping and/or receiving countervailing subsidies resulting in high tariff rates now applying to many Chinese-owned manufacturers operating in these countries. In addition, in August 2025, the U.S. International Trade Commission issued an affirmative preliminary injury determination on imports of CSPV cells and modules from Laos, Indonesia and India. On April 23, 2026, the U.S. Department of Commerce issued preliminary affirmative antidumping determinations finding that CSPV products from all three countries were being sold in the U.S. at less than fair value. While the investigation by the U.S. Department of Commerce is in the final phase, final orders have not yet been issued and a final injury determination by the U.S. International Trade Commission is currently scheduled for the fourth quarter of 2026.
Current wording
On June 6, 2022, President Biden issued an Executive Order allowing U.S. solar deployers to import solar modules and cells from Cambodia, Malaysia, Thailand and Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic production of clean energy technologies. This moratorium ended in June 2024. The U.S. International Trade Administration and the U.S. International Trade Commission completed a sunset review in October 2024 and decided to continue existing AD/CVD orders on CSPV cells/modules from China resulting in longstanding China tariffs remaining in force. In April 2025, the U.S. Department of Commerce issued final determinations concluding that producers and exporters in Cambodia, Malaysia, Thailand and Vietnam were dumping and/or receiving countervailing subsidies resulting in high tariff rates now applying to many Chinese-owned manufacturers operating in these countries. Also, on September 11, 2026, the U.S. Department of Commerce issued final affirmative determinations in the "Solar IV" investigation covering crystalline silicon photovoltaic cells from India, Indonesia, and Laos imposing very high duty rates on solar imports from those countries.
Previous wording
On April 5, 2025, the United States imposed a universal 10% "reciprocal" tariff on most imports into the United States, excluding certain products and certain qualifying imports from Canada and Mexico. Throughout 2025, tariff rates continued to change and fluctuate as negotiations continued between the United States and various countries. As an example, the United States increased the reciprocal tariff rate on China from 10% to 125%, in addition to other tariffs of 20% imposed on China earlier in 2025 and the Section 301 tariffs imposed on many Chinese-origin products during the first Trump Administration, and China imposed a retaliatory 125% tariff on goods imported from the United States in response. In May 2025, the U.S. and China agreed to a 90-day rollback whereby the United States cut the Chinese levies from 145% to 30% and China lowered the duties on U.S. goods from 125% to 10%, effective May 14, 2025. This rollback period was subsequently extended through November 10, 2026. New reciprocal tariffs were also announced on selected countries that were well above the universal 10% tariff rate. On February 20, 2026, the U.S. Supreme Court rejected the Trump Administration's use of the International Emergency Economic Powers Act ("IEEPA") as a basis for the imposition of tariffs and, as a result of that ruling, during Q2 2026, the U.S. government implemented initial mechanisms allowing importers to seek recovery of tariffs previously imposed under IEEPA authorities. Following the ruling by the U.S. Supreme Court, the Trump Administration announced it would utilize authority under Section 122 of the Trade Act of 1974 to implement tariffs of up to 15% for a limited period of time without U.S. Congressional approval and may ultimately replace such tariffs with longer-lasting authority under Section 301 of the Trade Act. On May 7, 2026, the U.S. Court of International Trade (the "CIT") held that Proclamation 11012, which imposed the Section 122 tariffs, was invalid. The U.S. government appealed the decision and on June 11, 2026, the Federal Court stayed the CIT decision pending appeal, allowing for CBP to continue to collect the tariffs. As of the filing of this Quarterly Report, matters involving tariffs continue to evolve and change. Depending on the terms of our existing contracts with customers, we may not in all cases be able to fully recover the increased cost for delivery of tracker systems currently being manufactured for our customers by our international vendors due to higher tariffs currently in place or that may be imposed in the future, which has and may continue to impact our expected profitability under certain contracts. Imposition of new or higher tariffs could also adversely affect the amount or timing of our future revenue, results of operations or cash flows.
Current wording
On April 5, 2025, the United States imposed a universal 10% "reciprocal" tariff on most imports into the United States, excluding certain products and certain qualifying imports from Canada and Mexico. Throughout 2025, tariff rates continued to change and fluctuate as negotiations continued between the United States and various countries. As an example, the United States increased the reciprocal tariff rate on China from 10% to 125%, in addition to other tariffs of 20% imposed on China earlier in 2025 and the Section 301 tariffs imposed on many Chinese-origin products during the first Trump Administration, and China imposed a retaliatory 125% tariff on goods imported from the United States in response. In May 2025, the U.S. and China agreed to a 90-day rollback whereby the United States cut the Chinese levies from 145% to 30% and China lowered the duties on U.S. goods from 125% to 10%, effective May 14, 2025. This rollback period was subsequently extended through November 10, 2026. New reciprocal tariffs were also announced on selected countries that were well above the universal 10% tariff rate. On February 20, 2026, the U.S. Supreme Court rejected the Trump Administration's use of IEEPA as a basis for the imposition of tariffs and, as a result of that ruling, the U.S. government implemented mechanisms allowing importers to seek recovery of tariffs previously imposed under IEEPA authorities and has begun making refunds. Following the ruling by the U.S. Supreme Court, the Trump Administration announced it would utilize authority under Section 122 of the Trade Act of 1974 to implement tariffs of up to 15% for a limited period of time without U.S. Congressional approval and may ultimately replace such tariffs with longer-lasting authority under Section 301 of the Trade Act. On May 7, 2026, the U.S. Court of International Trade (the "CIT") held that Proclamation 11012, which imposed the Section 122 tariffs, was invalid. The U.S. government appealed the decision and on June 11, 2026, the Federal Court stayed the CIT decision pending appeal, allowing for CBP to continue to collect the tariffs. On August 6, 2026, the Trump Administration announced the results of a Section 232 investigation into polysilicon and solar products, concluding that dependence on imported polysilicon and downstream solar components posed a national security concern. It was announced a 15% tariff will apply to imported solar wafers, cells and modules, regardless of country of origin, beginning December 4, 2026. As of the filing of this Quarterly Report, matters involving tariffs continue to evolve and change. Depending on the terms of our existing contracts with customers, we may not in all cases be able to fully recover the increased cost for delivery of tracker systems currently being manufactured for our customers by our international vendors due to higher tariffs currently in place or that may be imposed in the future, which has and may continue to impact our expected profi…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Disruptions in Transportation and Supply Chain. Our costs are affected by the costs of certain components and materials, such as steel, motors and micro-chips, as well as transportation costs. Capacity constraints, particularly with regard to U.S. manufactured steel output, current market conditions, extreme adverse weather events and international conflicts may constrain the supply of materials and disrupt the flow of materials from international vendors, which could impact the cost of our products and services, along with overall rates of inflation in the global economy. For example, the war with Iran has led to recent increases in the price of oil which can affect transportation costs we are required to pay for delivery of materials to our customers that we may not be able to recover under the terms of our contracts. While inflation rates and certain costs have moderated in recent years, the overall level of various other costs, including fuel costs, continues to fluctuate and be elevated. Although we don't believe inflation has had a material impact on our results as presented in this report, such cost increases and decreases could impact our future operating margins, if material.
Current wording
Disruptions in Transportation and Supply Chain. Our costs are affected by the costs of certain components and materials, such as steel, motors and microchips, as well as transportation costs. Capacity constraints, particularly with regard to U.S. manufactured steel output, current market conditions, extreme adverse weather events and international conflicts may constrain the supply of materials and disrupt the flow of materials from international vendors, which could impact the cost of our products and services, along with overall rates of inflation in the global economy. For example, the war with Iran has led to recent increases in the price of oil which can affect transportation costs we are required to pay for delivery of materials to our customers that we may not be able to recover under the terms of our contracts. While inflation rates and certain costs have moderated in recent years, the overall level of various other costs, including fuel costs, continues to fluctuate and be elevated. Although we don't believe inflation has had a material impact on our results as presented in this report, such cost increases and decreases could impact our future operating margins, if material.
Previous wording
During the three and six months ended June 30, 2026 and 2025, we added new employees in certain areas in response to current project activity levels. Certain of our headcount changes also reflect a shift of our employee base to more cost-effective markets with exceptional talent. Our gross profit may vary period-to-period due to changes in our headcount, ASP, product costs, product versus service mix, customer mix, geographical mix, shipping methods, warranty costs and seasonality.
Current wording
During the three and nine months ended September 30, 2026 and 2025, we added new employees in certain areas in response to current project activity levels. Certain of our headcount changes also reflect a shift of our employee base to more cost-effective markets with exceptional talent. Our gross profit may vary period-to-period due to changes in our headcount, ASP, product costs, product versus service mix, customer mix, geographical mix, shipping methods, warranty costs and seasonality.
Previous wording
The increase in product revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to an increase of 56% in the amount of MW produced due mainly to project size and timing. This was partially offset by a decrease of 10% in ASP for the three months ended June 30, 2026, resulting from project mix changes as compared to the three months ended June 30, 2025.
Current wording
The increase in product revenue for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily due to an increase of 107% in the amount of MW produced due mainly to project size and timing, including a large new project underway during 2026 in Australia. This was partially offset by a decrease of 22% in ASP for the three months ended September 30, 2026, resulting from project mix changes as compared to the three months ended September 30, 2025.
Previous wording
The increase in service revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily resulted from (i) an increase of 25% in ASP as compared to the six months ended June 30, 2025 as a result of project size and pricing, and (ii) an increase of 10% in logistics activity levels.
Current wording
The decrease in service revenue for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, primarily resulted from (i) a decrease of 76% in logistics activity levels due to timing of shipments and (ii) the impact of IEEPA refunds contractually due to customers.
Previous wording
Gross loss may vary from period-to-period and is primarily affected by our ASP, product costs, timing of tracker production and delivery, customer mix, geographical mix, shipping method, logistics costs, warranty costs, indirect cost control efforts and seasonality.
Current wording
Gross profit may vary from period-to-period and is primarily affected by our ASP, product costs, timing of tracker production and delivery, customer mix, geographical mix, shipping method, logistics costs, warranty costs, indirect cost control efforts and seasonality.
Previous wording
We had negative gross margin for the three months ended June 30, 2026 due mainly to the inclusion of additional costs for Alpha Steel as Alpha Steel is now a wholly owned subsidiary and lower product ASP.
Current wording
The increase in total cost of revenue for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily driven by an increase of 107% in MW produced and the inclusion of additional costs for Alpha Steel as Alpha Steel is now a wholly owned subsidiary. This was partially offset by (i) a decrease of 76% in logistics activity levels, (ii) lower tariffs and (iii) the collection of IEEPA refunds relating to payment of past tariffs and customs duties, which resulted in a credit in service cost of revenue for the three months ended September 30, 2026.
Previous wording
Our gross margin percentage of revenue for the three months ended June 30, 2026 was a negative 8.5%, compared to a negative 19.6% for the three months ended June 30, 2025.
Current wording
Our gross margin percentage of revenue for the three months ended September 30, 2026 was a positive 5.8%, compared to a positive 6.1% for the three months ended September 30, 2025.
Previous wording
The increase in selling and marketing expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily attributable to (i) higher payroll costs of $0.8 million due to higher headcount levels, (ii) higher travel costs of $0.2 million, and (iii) higher professional service costs of $0.1 million. This was partially offset by lower credit loss provisions of $0.3 million. Selling and marketing costs as a percentage of revenue were 7.9% for the three months ended June 30, 2026, compared to 6.5% for the three months ended June 30, 2025.
Current wording
The increase in selling and marketing expenses for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily attributable to (i) higher payroll costs of $0.7 million due to higher average headcount levels, higher commissions and costs associated with a reduction in force, and (ii) higher legal fees of $0.2 million. This was partially offset by lower credit loss provisions of $0.3 million. Selling and marketing costs as a percentage of revenue were 6.9% for the three months ended September 30, 2026, compared to 6.4% for the three months ended September 30, 2025.
Previous wording
Loss from change in fair value of warrant liability
Current wording
Gain (loss) from change in fair value of warrant liability
Previous wording
The New Warrants issued in connection with the Credit Agreement, as described further in Note 11, "Debt" in our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, are classified as a long-term liability. Due largely to a decrease in the price of our common stock during the six months ended June 30, 2026, the fair value of the New Warrants decreased from $74.5 million at December 31, 2025 to $34.7 million as of June 30, 2026, resulting in recognition of a non-cash gain during the six months ended June 30, 2026.
Current wording
The New Warrants issued in connection with the Credit Agreement, as described further in Note 11, "Debt" in our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, are classified as a long-term liability. Due largely to a decrease in the price of our common stock during the three months ended September 30, 2026, and the exercise of 688,121 warrants valued at $2.0 million, the fair value of the New Warrants decreased from $34.7 million at June 30, 2026 to $13.2 million as of September 30, 2026, resulting in recognition of a non-cash gain during the three months ended September 30, 2026.
Previous wording
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders of Alpha Steel pursuant to which we acquired 100% of the membership interests in Alpha Steel, effective November 12, 2025. As a result, Alpha Steel is now our wholly owned subsidiary and the financial results of Alpha Steel since November 12, 2025 have been included in our consolidated results. Prior to November 12, 2025, we held a 45% interest in Alpha Steel, which we accounted for under the equity method of accounting. The loss from unconsolidated subsidiary for the three months ended June 30, 2025 represented our share of the net operating results incurred by Alpha Steel during that period.
Current wording
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders of Alpha Steel pursuant to which we acquired 100% of the membership interests in Alpha Steel, effective November 12, 2025. As a result, Alpha Steel is now our wholly owned subsidiary and the financial results of Alpha Steel since November 12, 2025 have been included in our consolidated results. Prior to November 12, 2025, we held a 45% interest in Alpha Steel, which we accounted for under the equity method of accounting. The income from unconsolidated subsidiary for the three months ended September 30, 2025 represented our share of the net operating results of Alpha Steel during that period.
Previous wording
The increase in product revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to an increase of 3% in ASP, which was mostly offset by a decrease of 3% in the amount of MW produced.
Current wording
The increase in product revenue for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily due to an increase of 32% in the amount of MW produced, mainly related to project size and timing, including a large new project underway during 2026 in Australia. This was partially offset by a decrease of 7% in ASP.
Previous wording
The decrease in service revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily resulted from a decrease of 37% in logistics activity levels due to timing of shipments. This was largely offset by an increase of 44% in ASP as compared to the three months ended June 30, 2025 as a result of project size and pricing.
Current wording
The decrease in service revenue for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, primarily resulted from (i) a decrease of 31% in logistics activity levels due to timing of shipments and (ii) the impact of IEEPA tariff and duty refunds contractually due to customers. This was partially offset by an increase in ASP.
Previous wording
The increase in cost of revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily driven by an increase of 56% in MW produced and the inclusion of additional costs for Alpha Steel as Alpha Steel is now a wholly owned subsidiary. This was partially offset by a decrease of 37% in logistics activity levels and lower tariffs. In addition, we incurred additional costs during the three months ended June 30, 2025 associated with specified minimum purchase commitments with Alpha Steel that did not reoccur during the three months ended June 30, 2026.
Current wording
The increase in cost of revenue for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily driven by (i) an increase of 32% in the amount of MW produced and (ii) the inclusion of additional costs for Alpha Steel as Alpha Steel is now a wholly owned subsidiary and (iii) higher warranty and remediation expense. This impact was partially offset by a decrease of 31% in logistics activity levels, the impact of IEEPA tariff and duty refunds and the absence of additional costs incurred during the nine months ended September 30, 2025 associated with specified minimum purchase commitments with Alpha Steel that did not reoccur during the nine months ended September 30, 2026.
Previous wording
Our gross margin percentage of revenue for the six months ended June 30, 2026 was a negative 8.0%, compared to a negative 18.1% for the six months ended June 30, 2025.
Current wording
Our gross margin percentage of revenue for the nine months ended September 30, 2026 was a negative 2.0%, compared to a negative 8.6% for the nine months ended September 30, 2025.
Previous wording
We had negative gross margin for the six months ended June 30, 2025 as revenue levels were not sufficient to cover certain overhead costs, including costs associated with minimum purchase commitments with Alpha Steel, prior to obtaining control of this entity, and due to the impact of increased tariffs and freight costs.
Current wording
The negative gross margin for the nine months ended September 30, 2025 was largely attributable to the recognition of a specified minimum purchase commitment with Alpha Steel, prior to obtaining control of this entity, as well as revenue levels that were not sufficient to fully cover tariffs and certain other indirect costs.
Previous wording
The increase in research and development expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily attributable to higher stock-based compensation costs of $0.1 million due to recent grants of new awards. Research and development expenses as a percentage of revenue were 4.6% for the three months ended June 30, 2026, as compared to 5.6% for the three months ended June 30, 2025.
Current wording
The decrease in research and development expenses for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily attributable to lower payroll-related costs of $0.2 million, mainly related to lower bonus expense, which were mostly offset by higher stock-based compensation costs of approximately $0.2 million due to recent grants of new awards. Research and development expenses as a percentage of revenue were 4.3% for the nine months ended September 30, 2026, as compared to 4.9% for the nine months ended September 30, 2025.
Previous wording
The increase in selling and marketing expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to (i) higher payroll costs of $1.0 million due mainly to higher average headcount levels, (ii) higher travel costs of $0.3 million, and (iii) higher professional services expense of $0.2 million. This was partially offset by lower credit loss provisions of $0.2 million. Selling and marketing costs as a percentage of revenue were 8.7% for the six months ended June 30, 2026, compared to 5.9% for the six months ended June 30, 2025.
Current wording
The increase in selling and marketing expenses for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily attributable to (i) higher payroll costs of $1.6 million due mainly to higher average headcount levels and higher commission expense, (ii) higher travel costs of $0.4 million, and (iii) higher professional services expense of $0.4 million. This was partially offset by lower credit loss provisions of $0.5 million. Selling and marketing costs as a percentage of revenue were 7.9% for the nine months ended September 30, 2026, compared to 6.1% for the nine months ended September 30, 2025.
Previous wording
The increase in general and administrative expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to (i) higher stock-based compensation expense of $3.2 million as a result of (a) new award grants and (b) the impact of certain executive award forfeitures during the six months ended June 30, 2025, (ii) higher professional service costs of $1.5 million, largely attributable to increased legal fees, (iii) higher payroll-related costs of $0.6 million, mainly related to CEO transition costs in April 2026, and (iv) costs associated with our consolidated subsidiary, Alpha Steel, as well as higher insurance and travel costs. General and administrative expenses as a percentage of revenue were 37.3% for the six months ended June 30, 2026, compared to 25.0% for the six months ended June 30, 2025.
Current wording
The increase in general and administrative expenses for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily attributable to (i) higher stock-based compensation expense of $4.1 million as a result of (a) new award grants, including as a result of our CEO transition in April 2026, and (b) the impact of certain executive award forfeitures during the nine months ended September 30, 2025, (ii) higher professional service costs of $1.2 million, largely attributable to increased legal fees, (iii) higher payroll-related costs of $0.6 million, mainly related to CEO transition costs in April 2026, and (iv) costs associated with our consolidated subsidiary, Alpha Steel, as well as higher travel costs. General and administrative expenses as a percentage of revenue were 30.8% for the nine months ended September 30, 2026, compared to 24.9% for the nine months ended September 30, 2025.
Previous wording
During the six months ended June 30, 2025, we received a final earnout payment of $3.2 million that was recognized in accordance with our policy election of recording such gains when realized.
Current wording
During the nine months ended September 30, 2025, we received a final earnout payment of $3.2 million that was recognized in accordance with our policy election of recording such gains when realized.
Previous wording
Gain from change in fair value of warrant liability
Current wording
Gain (loss) from change in fair value of warrant liability
Previous wording
The New Warrants issued in connection with the Credit Agreement, as described further in Note 11, "Debt" in our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, are classified as a long-term liability. Due largely to an increase in the price of our common stock during the three months ended June 30, 2026, the fair value of the New Warrants increased from $25.8 million at March 31, 2026 to $34.7 million as of June 30, 2026, resulting in recognition of a non-cash loss during the three months ended June 30, 2026.
Current wording
The New Warrants issued in connection with the Credit Agreement, as described further in Note 11, "Debt" in our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, are classified as a long-term liability. Due largely to a decrease in the price of our common stock during the nine months ended September 30, 2026, and the exercise of 688,121 warrants valued at $2.0 million, the fair value of the New Warrants decreased from $74.5 million at December 31, 2025 to $13.2 million as of September 30, 2026, resulting in recognition of a non-cash gain during the nine months ended September 30, 2026.
Previous wording
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders of Alpha Steel pursuant to which we acquired 100% of the membership interests in Alpha Steel, effective November 12, 2025. As a result, Alpha Steel is now our wholly owned subsidiary and the financial results of Alpha Steel since November 12, 2025 have been included in our consolidated results. Prior to November 12, 2025, we held a 45% interest in Alpha Steel, which we accounted for under the equity method of accounting. The loss from unconsolidated subsidiary for the six months ended June 30, 2025 represented our share of the net operating losses incurred by Alpha Steel during that period.
Current wording
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders of Alpha Steel pursuant to which we acquired 100% of the membership interests in Alpha Steel, effective November 12, 2025. As a result, Alpha Steel is now our wholly owned subsidiary and the financial results of Alpha Steel since November 12, 2025 have been included in our consolidated results. Prior to November 12, 2025, we held a 45% interest in Alpha Steel, which we accounted for under the equity method of accounting. The income from unconsolidated subsidiary for the nine months ended September 30, 2025 represented our share of the net operating results of Alpha Steel during that period.
Previous wording
We have incurred cumulative operating losses since inception and have a history of cash outflows from operations, inclusive of $4.5 million in cash utilized in our operating activities during the six months ended June 30, 2026. As of June 30, 2026, we had unrestricted cash on hand of $10.1 million, a working capital deficit of $7.9 million and stockholders' deficit of $30.3 million.
Current wording
We have incurred cumulative operating losses since inception and have had a history of cash outflows from operations in most periods. As of September 30, 2026, we had unrestricted cash on hand of $5.1 million, a working capital deficit of $16.9 million and a stockholders' deficit of $17.4 million.
Previous wording
As described further in Note 11, "Debt" in Part I, Item 1 of this Quarterly Report, on March 23, 2026, we entered into a Second Amendment and Limited Waiver to our Credit Agreement (the “Second Amendment”) pursuant to which the Lenders: (i) provided a waiver relating to our breach of the purchase order covenant in our Credit Agreement for the fiscal quarter ended December 31, 2025; (ii) agreed that a purchase order covenant will not apply to us until the fiscal quarter ending March 31, 2027; and (iii) agreed to further amend certain other existing financial covenants under the Credit Agreement, including (a) a required minimum unrestricted cash covenant of $10.0 million as of September 30, 2026 and a minimum revenue covenant of $50.0 million for the quarter ended September 30, 2026. Additionally, in connection with the Second Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $2.5 million of principal was repaid on March 23, 2026; (y) $2.5 million of principal was repaid on May 22, 2026; and (z) $5.0 million of principal will be repaid on September 30, 2026.
Current wording
Third Amendment and Limited Waiver to the Credit Agreement
Previous wording
As consideration for Lincoln Park’s commitment to purchase shares under the Purchase Agreement, on the date of the Purchase Agreement we issued to Lincoln Park 60,145 shares of Common Stock as commitment shares.
Current wording
On August 4, 2026, we entered into a purchase agreement with Lincoln Park to establish an ELOC. Pursuant to the ELOC, we have the right, but not the obligation, in our sole discretion to direct Lincoln Park to purchase shares of our common stock from time to time over a period of up to 24 months for aggregate gross proceeds of up to $20.0 million, subject to the terms, conditions and limitations set forth in the purchase agreement. Lincoln Park has no right to require us to sell any shares but is obligated to make purchases of our common stock as directed by us. As consideration for Lincoln Park's commitment to purchase shares, we issued to Lincoln Park 60,145 fully earned shares of our common stock at no cost.
Previous wording
As noted above, our unrestricted cash on hand at June 30, 2026 was $10.1 million. As a result, we were not in compliance with the required minimum unrestricted cash covenant of $15.0 million pursuant to the Second Amendment as of June 30, 2026. We were also not in compliance with a required minimum direct tracker margin covenant for the three months ended June 30, 2026. On August 4, 2026, we entered into a Limited Waiver and Limited Consent to Credit Agreement (the "Waiver") with the Lenders in which the Lenders waived our noncompliance with the minimum unrestricted cash and minimum direct tracker margin covenants as described above. The Waiver covers the periods of noncompliance but does not cover our ability to comply with covenants in future periods. As a result of factors that are outside of our control in terms of timing of customer project activity and resulting revenue and cash flows, there is currently uncertainty as to our ability to fully meet all existing quarterly and annual financial covenants during the twelve-month period following the date of the consolidated financial statements included in this Quarterly Report. Accordingly, we have classified all outstanding debt under our Credit Agreement as a current obligation as of June 30, 2026. Should future actual results, including near-term operating and capital raising activities prove to be sufficient, we will reconsider the classification of our debt when appropriate.
Current wording
Additionally, as a result of the uncertainty as to our ability to fully meet all future financial covenants during the twelve-month period following the date of our condensed consolidated financial statements included in this Quarterly Report, we have classified all outstanding debt under our Credit Agreement as a current obligation at September 30, 2026.
Previous wording
We entered into the Original Credit Agreement, effective July 2, 2025, with various lenders (the "Lenders") and Acquiom Agency Services LLC, as Administrative Agent. On November 1, 2025 we entered into a First Amendment to Credit Agreement to amend certain of the financial covenants applicable to us and in connection with our agreement to acquire 100% of the membership interests in Alpha Steel. On March 23, 2026, we entered into the Second Amendment pursuant to which: (i) the Lenders provided a waiver relating to our breach of the purchase order covenant for the fiscal quarter ended December 31, 2025; (ii) the Lenders agreed that a purchase order covenant will not apply to us until the fiscal quarter ending March 31, 2027; and (iii) agreed to further amend certain other existing financial covenants under the Credit Agreement, including (a) a required minimum unrestricted cash covenant of $10.0 million as of September 30, 2026 and a minimum revenue covenant of $50.0 million for the quarter ended September 30, 2026. Additionally, in connection with the Second
Current wording
On November 11, 2025 we entered into a First Amendment to Credit Agreement to amend certain of the financial covenants applicable to us and in connection with our agreement to acquire 100% of the membership interests in Alpha Steel. On March 23, 2026, we entered into the Second Amendment pursuant to which the Lenders provided a waiver relating to our breach of the purchase order covenant for the fiscal quarter ended December 31, 2025 and agreed to amend certain then existing financial covenants under the Credit Agreement. Additionally, in connection with the Second Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement in various installments, including a $5.0 million principal payment due on September 30, 2026.
Previous wording
Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $2.5 million of principal was repaid on March 23, 2026; (y) $2.5 million of principal was repaid on May 22, 2026; and (z) $5.0 million of principal will be repaid on September 30, 2026. The amount of each of the foregoing principal repayments is referred to as an "ECF Repayment Amount". The Original Credit Agreement, as amended, is referred to below as the "Credit Agreement".
Current wording
The Original Credit Agreement, as amended, is referred to throughout as the "Credit Agreement".
Previous wording
Upon entering into the Credit Agreement, we also issued warrants (the "New Warrants") to the Lenders for an aggregate 6,836,237 shares of our common stock. The New Warrants are (i) exercisable at any time through July 2, 2035, at an exercise price of $0.01 per share, and (ii) accounted for as a long-term liability, based on terms that could require cash settlement upon the occurrence of a contingent change in control event.
Current wording
Upon entering into the Credit Agreement, we also issued warrants (the "New Warrants") to the Lenders for an aggregate 6,836,237 shares of our common stock. The New Warrants are (i) exercisable at any time through July 2, 2035, at an exercise price of $0.01 per share, and (ii) accounted for as a long-term liability, based on terms that could require cash settlement upon the occurrence of a contingent change in control event. On August 5, 2026, certain holders exercised 688,121 warrants under a net settlement option with respect to the exercise price, receiving 685,885 shares of our common stock in return. Warrants for 6,148,116 shares of our common stock remain outstanding as of September 30, 2026.
Previous wording
In addition to the required principal payments under the Second Amendment, the Credit Agreement also provides for the mandatory prepayment of the indebtedness and other obligations outstanding under the Credit Agreement and other applicable loan documents upon the occurrence of certain events (including in connection with a change in control of the Company) and upon acceleration following an Event of Default (an "Exit Fee Event"). If an Exit Fee Event occurs, the Company shall pay an exit fee (the "Exit Fee") equal to (x) the aggregate amount of all Term Loans extended by the Lenders under the Credit Agreement, multiplied by (y) the Exit Fee Percentage, minus (z) the amount of interest paid in cash by the Company prior to the Exit Fee Event, where the "Exit Fee Percentage" equals 25% in connection with a change of control transaction, or otherwise equals 50%.
Current wording
In addition to the required principal payment under the Third Amendment, the Credit Agreement also provides for the mandatory prepayment of the indebtedness and other obligations outstanding under the Credit Agreement and other applicable loan documents upon the occurrence of certain events (including in connection with a change in control of the Company) and upon acceleration following an Event of Default (an "Exit Fee Event"). If an Exit Fee Event occurs, the Company shall pay an exit fee (the "Exit Fee") equal to (x) the aggregate amount of all Term Loans extended by the Lenders under the Credit Agreement, multiplied by (y) the Exit Fee Percentage, minus (z) the amount of interest paid in cash by the Company prior to the Exit Fee Event, where the "Exit Fee Percentage" equals 25% in connection with a change of control transaction, or otherwise equals 50%.
Previous wording
As a result of the principal payments required in 2026 under the terms of the Second Amendment, we now estimate an Exit Fee of approximately $2.6 million will be owed upon the originally stated maturity of the debt, in addition to the repayment upon originally stated maturity of any outstanding principal under the Term Loans, plus accrued and unpaid interest. We are accreting each period, as additional interest expense using the interest method, an amount for the expected exit fee obligation that we estimate will be due on July 2, 2029. The amount accrued as of June 30, 2026 for the exit fee obligation is reflected as a component of our total debt balance as shown in Note 11, "Debt", included in Part I, Item 1 of this Quarterly Report.
Current wording
As a result of the principal payment required on March 31, 2027 under the terms of the Third Amendment, we now estimate an Exit Fee of approximately $2.3 million will be owed upon the originally stated maturity of the debt, in addition to the repayment upon originally stated maturity of any outstanding principal under the Term Loans, plus accrued and unpaid interest. We are accreting each period, as additional interest expense using the interest method, an amount for the expected exit fee obligation that we estimate will be due on July 2, 2029. The amount accrued as of September 30, 2026 for the exit fee obligation is reflected as a component of our total debt balance as shown in Note 11, "Debt", included in Part I, Item 1 of this Quarterly Report.
Previous wording
On December 4, 2024, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor as the purchaser under the Purchase Agreement (the “Investor”). Pursuant to the Purchase Agreement, we sold, and the Investor purchased, $15.0 million in principal amount of senior secured promissory notes (the “Senior Notes”) and warrants exercisable for 1,750,000 shares of our common stock (the “ Original Warrants”) (the “Offering”).
Current wording
On December 4, 2024, we entered into a Securities Purchase Agreement with an institutional investor as the purchaser under the Securities Purchase Agreement (the “Investor”). Pursuant to the Securities Purchase Agreement, we sold, and the Investor purchased, $15.0 million in principal amount of senior secured promissory notes (the “Senior Notes”) and warrants exercisable for 1,750,000 shares of our common stock (the “ Original Warrants”) (the “Offering”).
Previous wording
Amendment to the Purchase Agreement and Senior Notes
Current wording
Amendment to the Securities Purchase Agreement and Senior Notes
Previous wording
Also, in connection with the Credit Agreement and the Subordination Agreement, the Company and Investor entered into an Amended and Restated Promissory Note, dated July 2, 2025 (the “A&R Promissory Note”). The A&R Promissory Note amends and restates the original Senior Notes to remove the seniority terms of those notes, conform the original Senior Notes to the terms of the Credit Agreement and the Subordination Agreement, amend certain prepayment and make-whole terms under the original Senior Notes, delete certain covenants and event of default terms, reduce the interest rate under the original Senior Notes to 5% per annum paid in cash and 7% per annum paid in kind, both on the final business day of June and December in each year, and to delete the financial covenants set forth in the original Senior Notes. As a result of an amendment to the Purchase Agreement entered into on July 2, 2025 (the "Purchase Agreement Amendment"), among other things, the Investor agreed to release all liens and guarantees securing the obligations under the Senior Notes, the Purchase Agreement, and the A&R Promissory Note. The A&R Promissory Note also (i) provides for additional interest to be capitalized and added to the principal amount of the debt at a rate of 5% per annum upon the occurrence and continuation of certain events of default and (ii) was originally scheduled to mature on January 2, 2030.
Current wording
Also, in connection with the Credit Agreement and the Subordination Agreement, the Company and Investor entered into an Amended and Restated Promissory Note, dated July 2, 2025 (the “A&R Promissory Note”). The A&R Promissory Note amends and restates the original Senior Notes to remove the seniority terms of those notes, conform the original Senior Notes to the terms of the Credit Agreement and the Subordination Agreement, amend certain prepayment and make-whole terms under the original Senior Notes, delete certain covenants and event of default terms, reduce the interest rate under the original Senior Notes to 5% per annum paid in cash and 7% per annum paid in kind, both on the final business day of June and December in each year, and to delete the financial covenants set forth in the original Senior Notes. As a result of an amendment to the Securities Purchase Agreement entered into on July 2, 2025 (the "Securities Purchase Agreement Amendment"), among other things, the Investor agreed to release all liens and guarantees securing the obligations under the Senior Notes, the Securities Purchase Agreement, and the A&R Promissory Note. The A&R Promissory Note also (i) provides for additional interest to be capitalized and added to the principal amount of the debt at a rate of 5% per annum upon the occurrence and continuation of certain events of default and (ii) was originally scheduled to mature on January 2, 2030.
Previous wording
At June 30, 2026, the outstanding principal balance of our Term Loans and the A&R Promissory Note totaled approximately $52.1 million, including accrued paid-in-kind interest to date. As noted above, $5.0 million of principal with respect to the Term Loans is required to be paid in September 2026.
Current wording
At September 30, 2026, the outstanding principal balance of our Term Loans and the A&R Promissory Note totaled approximately $53.0 million, including accrued paid-in-kind interest to date. As noted above, $5.0 million of principal with respect to the Term Loans is required to be paid in March 2027.
Previous wording
During the six months ended June 30, 2026, we used approximately $18.6 million of cash to fund a portion of our current period expenditures for personnel and facilities, legal and professional fees, insurance, research and development and various other operating activities. This compares to approximately $17.4 million used during the six months ended June 30, 2025, also to fund a portion of our prior period expenditures for various operating activities as described above.
Current wording
During the nine months ended September 30, 2026, we used approximately $23.1 million of cash to fund a portion of our current period expenditures for personnel and facilities, legal and professional fees, insurance, research and development and various other operating activities. This compares to approximately $23.0 million used during the nine months ended September 30, 2025, also to fund a portion of our prior period expenditures for various operating activities as described above.
Showing the first 40 of 48 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Cost of revenue and gross profit
Current report — wording carried from elsewhere
We entered into the Original Credit Agreement, effective July 2, 2025, with various lenders (the "Lenders") and Acquiom Agency Services LLC, as Administrative Agent.
Current report — wording carried from elsewhere
We utilize Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS as supplemental measures of our performance. We define Adjusted EBITDA as net income (loss) plus (i) provision for (benefit from) income taxes, (ii) interest expense, less interest income, (iii)
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Government Regulations. Changes in the U.S. trade environment, including the imposition of import tariffs, antidumping and countervailing duties ("AD/CVD") investigations and the Uyghur Forced Labor Prevention Act ("UFLPA"), which became effective in June 2022, can have an impact on the timing of developer projects. The UFLPA resulted in new rules for module importers and reviews by
Previous report — wording carried elsewhere
The increase in general and administrative expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily attributable to (i) higher payroll expense of $1.2 million, due mainly to CEO transition costs in April 2026, (ii) higher stock-based compensation expense of $0.7 million as a result of (a) new award grants and (b) the impact of certain executive award forfeitures during the three months ended June 30, 2025, (iii) higher professional service costs of $0.4 million, largely attributable to increased legal fees and (iv) increased travel, insurance, depreciation and other operating costs. General and administrative expenses as a percentage of revenue were 31.4% for the three months ended June 30, 2026, compared to 25.8% for the three months ended June 30, 2025.
Previous report — wording carried elsewhere
Cost of revenue and gross loss