AEye Inc
For the period ended Dec 31, 2024. Filed Feb 24, 2025.
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FY2024 · Filed Feb 24, 2025
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
Financial Statements. The financial statements included in “Index to the Consolidated Financial Statements” in Part II, Item 8 are filed as part of this Annual Report on Form 10-K.
Financial Statement Schedules. None.
Exhibits. Exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
| Exhibit Number | Description | Form | File Number | Exhibit/ Appendix Reference | Filing Date | Filed Herewith |
|---|---|---|---|---|---|---|
| 2.1† | Merger Agreement, dated as of February 17, 2021, by and among CF Finance Acquisition Corp. III, Merger Sub and AEye. | S-4 | 333-256058 | 2.1 | 5/13/2021 | |
| 2.2 | Amendment to the Merger Agreement, dated as of April 30, 2021, by and among CF Finance Acquisition Corp. III, merger Sub and AEye Technologies. | S-4 | 333-256058 | 2.2 | 5/13/2021 | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of AEye, Inc. | 8-K | 001-39699 | 3.1 | 08/23/2021 | |
| 3.2 | Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of AEye, Inc. | 10-Q | 001-39699 | 3.2 | 05/11/2023 | |
| 3.3 | Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, filed on December 26, 2023. | 8-K | 001-39699 | 3.1 | 12/29/2023 | |
| 3.4 | Amended and Restated Bylaws of AEye, Inc. | 8-K | 001-39699 | 3.2 | 08/23/2021 | |
| 4.1 | Registration Rights Agreement by and between AEye, Inc. and Tumim Stone Capital LLC, dated December 8, 2021. | 8-K/A | 001-39699 | 4.1 | 12/15/2021 | |
| 4.2 | Warrant Agreement dated November 12, 2020, between Continental Stock Transfer & Trust Company and CF Finance Acquisition Corp. III. | S-4 | 333-256058 | 4.1 | 05/13/2021 | |
| 4.3 | Specimen Warrant Certificate. | S-4 | 333-256058 | 4.2 | 05/13/2021 | |
| 4.4 | Registration Rights Agreement, by and between AEye, Inc. and New Circle Principal Investment LLC, dated July 25, 2024 | 8-K | 001-39699 | 4.1 | 07/29/2024 | |
| 4.5 | Registration Rights Agreement by and between AEye, Inc. and the purchaser named in the signature pages thereto, dated January 2, 2025 | 8-K | 001-39699 | 10.2 | 01/03/2025 | |
| 4.6 | Form of Senior Unsecured Convertible Promissory Note to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement, dated January 2, 2025 | 8-K | 001-39699 | 4.1 | 01/03/2025 | |
| 4.7 | Form of Common Stock Purchase Warrant to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement, dated January 2, 2025 | 8-K | 001-39699 | 4.2 | 01/03/2025 | |
| 4.8 | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934. | 10-K | 001-39699 | 4.5 | 03/28/2022 | |
| 10.1 | Form of PIPE Subscription Agreement. | S-4 | 333-256058 | 10.1 | 05/13/2021 | |
| 10.2 | Form of Stockholder Support Agreement, by and among CF Finance Acquisition Corp. III and certain stockholders of AEye, Inc. | 8-K | 001-39699 | 10.2 | 02/17/2021 | |
| 10.3 | Form of Amended and Restated Stockholder Support Agreement, by and among CF Finance Acquisition Corp. III and certain stockholders of AEye, Inc. | S-4 | 333-256058 | 10.2 | 05/13/2021 | |
| 10.4 | Form of Sponsor Support Agreement, by and among CF Finance Acquisition Corp. III, CF Finance Holdings III, LLC and AEye, Inc. | S-4 | 333-256058 | 10.3 | 05/13/2021 | |
| 10.5 | Form of Amendment to Sponsor Support Agreement, by and among CF Finance Acquisition Corp. III, CF Finance Holdings III, LLC and AEye, Inc. | S-4 | 333-256058 | 10.4 | 05/13/2021 | |
| 10.6 | Form of Lock-Up Agreement, by and among CF Finance Acquisition Corp. III, AEye, Inc. and the holder signatory thereto. | S-4 | 333-256058 | 10.5 | 05/13/2021 | |
| 10.7 | Promissory Note dated April 30, 2021. | 8-K | 001-39699 | 10.3 | 05/03/2021 | |
| 10.8+ | Amended and Restated AEye, Inc. 2021 Equity Incentive Plan. | AEye, Inc. Definitive Proxy Statement on Schedule 14A | 001-39699 | Annex B | 03/20/2023 | |
| 10.9+ | Form of Indemnification Agreement. | 8-K | 001-39699 | 10.2 | 08/23/2021 | |
| 10.10 | Office Lease by and between TRT NOIP DUBLIN LP and the company, dated April 26, 2019. | S-4 | 333-256058 | 10.8 | 05/13/2021 | |
| 10.11+ | Form of Change in Control Severance Agreement. | 8-K | 001-39699 | 10.1 | 03/18/2022 | |
| 10.12 | Common Stock Purchase Agreement by and between AEye, Inc. and Tumim Stone Capital LLC, dated December 8, 2021. | 8-K/A | 001-39699 | 10.1 | 12/15/2021 | |
| 10.13 | Registration Rights Agreement, by and among CF Finance Acquisition Corp. III and the investors listed thereto. | S-4 | 333-256058 | 10.6 | 05/13/2021 | |
| 10.14 | Form of Senior Unsecured Convertible Note, dated September 15, 2022. | 8-K | 001-39699 | 4.1 | 09/16/2022 | |
| 10.15 | Form of Common Stock Purchase Warrant, dated September 15, 2022. | 8-K | 001-39699 | 4.2 | 09/16/2022 | |
| 10.16 | Securities Purchase Agreement by and among AEye, Inc. and 3i, LP, dated September 15, 2022. | 8-K | 001-39699 | 10.1 | 09/16/2022 | |
| 10.17 | Registration Rights Agreement by and among AEye, Inc. and 3i, LP, dated September 15, 2022. | 8-K | 001-39699 | 10.2 | 09/16/2022 | |
| 10.18+ | Offer Letter by and between the Company and Matthew Fisch, dated January 20, 2023. | 8-K | 001-39699 | 10.1 | 02/01/2023 | |
| 10.19+ | Form Retention Agreement. | 8-K | 001-39699 | 10.1 | 11/07/2023 | |
| 10.20+ | AEye, Inc. 2022 Employee Stock Purchase Plan. | AEye, Inc. Definitive Proxy Statement on Schedule 14A | 001-39699 | Annex A | 03/31/2022 | |
| 10.21+ | AEye, Inc. 2023 CEO Inducement Grant Plan. | S-8 | 333-270731 | 10.3 | 03/22/2023 | |
| 10.22 | Share Purchase Agreement by and among AEye, Inc. and New Circle Principal Investments LLC, dated July 25, 2024 | 8-K | 001-39699 | 10.1 | 07/29/2024 | |
| 10.23 | Form of Securities Purchase Agreement, dated May 29, 2024, between AEye, Inc. and the Purchasers | 8-K | 001-39699 | 10.1 | 05/29/2024 | |
| 10.24 | Form of Lock-Up Agreement | 8-K | 001-39699 | 10.2 | 05/29/2024 | |
| 10.25 | Securities Purchase Agreement by and among AEye, Inc. and Dowslake Microsystems Corporation, dated May 10, 2024 | 8-K | 001-39699 | 10.1 | 05/15/2024 | |
| 10.26 | At Market Issuance Sales Agreement by and between AEye, Inc. and A.G.P./Alliance Global Partners, dated September 12, 2024 | 8-K | 001-39699 | 10.1 | 09/13/2024 | |
| 10.27 | Securities Purchase Agreement by and between AEye, Inc. and the purchaser named in the signature pages thereto, dated January 2, 2025 | 8-K | 001-39699 | 10.1 | 01/03/2025 | |
| 19.1 | Insider Trading Policy effective as of August 3, 2023 | 10-K | 333-259554 | 19.1 | 03/27/2024 | |
| 21.1 | List of Significant Subsidiaries. | X | ||||
| 23.1 | Consent of Deloitte & Touche LLP. | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1 | AEye, Inc. Dodd Frank Clawback Policy | 10-K | 333-259554 | 97.1 | 03/27/2024 | |
| 101.INS | Inline XBRL Instance Document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
- The certifications attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of AEye, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
- Indicates a management contract or compensatory plan or arrangement.
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