Enovix Corp
For the period ended Sep 28, 2025. Filed Nov 5, 2025.
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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 28, 2025 · Filed Nov 5, 2025
ENVX$2.76+15.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-29; filed 2025-07-31.
0001828318-25-000275
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-28; filed 2025-11-05.
0001828318-25-000310
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 115 previous paragraphs and 126 current paragraphs.
65 unchanged; 39 reworded; 21 added; 9 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 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 (21)
Current report
•Independent Validation: AI-1™ smartphone battery performance was validated by an independent testing firm as having the highest energy-density reported for a smartphone battery.
Current report
•Commercial Programs: For smartphones, our lead customer will perform additional lifecycle testing following our design revision, which reflects collaborative, multi-year partnership typical of first-of-its-kind architecture.
Current report
We continued to expand engagement across the smart eyewear, an emerging category that leverages our smartphone-level energy density in compact form factors. We delivered over 1,000 AI-1™ battery packs to our lead customer and samples to nine other unique smart eyewear original equipment manufacturers (“OEMs”) and Original Design Manufacturers (“ODMs”), some of which are expected to have products launched in 2026.
Current report
In defense and industrial markets, our South Korea operations have shipped over $20 million of product for the fiscal year-to-date ended September 28, 2025 to our customers, including two of South Korea’s major three military contractors.
Current report
•Manufacturing and Operations: During the fiscal quarter ended September 28, 2025, we achieved yield improvements across equipment zones at our production facility in Malaysia (“Fab2”). Capacity in our Zone 4 (Formation) increased and now exceeds HVM requirements for an additional line.
Current report
In South Korea, we integrated the facilities and assets acquired in the second quarter of 2025, which expanded available floor space and added coating equipment capacity. We commenced building our first South Korea based cell-manufacturing a dedicated line for our 100% active-silicon-anode batteries.
Current report
•Convertible Senior Notes Due 2030: In September 2025, we issued $360.0 million in our 2030 Convertible Senior Notes. The net proceeds from the issuance of 2030 Convertible Senior Notes were $348.6 million, after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by us. We used $45.3 million of the net proceeds from the offering to pay the cost of the capped call transactions related to the 2030 Convertible Senior Notes. We intend to use the remaining net proceeds from the offering of the 2030 Convertible Senior Note for general corporate purposes, which may include to fund a portion of the purchase price for potential acquisitions. Please see Note 8 “Borrowings” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Current report
•Share Repurchase: During Q3 2025, we purchased 5,437,556 shares of our common stock for $58.4 million pursuant to the Repurchase Plan. Please see Note 10 “Treasury Stock, Warrant Dividend and Warrants” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Current report
In smart eyewear, we continue to make strong progress across multiple OEM programs worldwide. Under our supply agreement with a leading Silicon Valley customer, we delivered over 1,000 battery packs from our AI-1™ platform, which are now undergoing customer qualification. Several additional OEMs have initiated product testing and validation of our AI-1™ augmented reality (“AR”) battery, while a leading AR processor supplier has received samples as part of a broader ecosystem collaboration to enable next-generation smart eyewear.
Current report
Interest Expense
Current report
Interest expense for the fiscal quarter ended September 28, 2025 was $11.8 million, compared to $1.7 million during the fiscal quarter ended September 29, 2024. The increase of $10.0 million or 585% was attributable to one-time charge of $9.2 million for the rights with the Warrants issued to the holders of 2028 Convertible Senior Notes. In addition, there was a $0.8 million increase in interest expense resulting from the issuance of the 2030 Convertible Senior Notes during the fiscal quarter ended September 28, 2025.
Current report
Other income (loss), net
Current report
Other income, net for the fiscal quarter ended September 28, 2025 was $0.1 million, compared to $2.2 million of other loss, net for the fiscal quarter ended September 29, 2024. The change was primarily related to the strength of U.S dollars against other foreign currencies in the fiscal quarter ended September 28, 2025 as compared to the same quarter of last year.
Current report
Income Tax Expense (Benefit)
Current report
Interest Expense
Current report
Interest expense for the fiscal year-to-date ended September 28, 2025 was $15.2 million, compared to $5.1 million during the fiscal year-to-date ended September 29, 2024. The increase of $10.1 million or 200% was attributable to one-time charge of $9.2 million for the rights with the Warrants issued to the holders of 2028 Convertible Senior Note. In addition, there was a $0.8 million increase in interest expense resulting from the issuance of the 2030 Convertible Senior Notes during the fiscal quarter ended September 28, 2025.
Current report
Other income (loss), net
Current report
Other income, net for the fiscal year-to-date ended September 28, 2025 was $1.5 million, compared to $1.5 million of other loss, net for the fiscal year-to-date ended September 29, 2024. The increase of $3.0 million was primarily due to the fact that we had a one-time import duty forgiveness of $2.4 million in the fiscal year-to-date ended September 28,
Current report
2025 and the strength of U.S dollars against other foreign currencies in the current period as compared to the same period last year.
Current report
In September 2025, we issued $360.0 million aggregate principal amount of the 2030 Convertible Senior Notes with an interest rate of 4.75%, which will mature on September 15, 2030. The net proceeds of the 2030 Convertible Senior Notes were approximately $348.6 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used approximately $45.3 million of the net proceeds from the offerings to pay the cost of the capped call transactions related to the 2030 Convertible Senior Notes. We intend to use the remaining net proceeds for working capital and general corporate purposes, which may include to fund a portion of the purchase prices for future potential acquisition. Please see Note 8 “Borrowings” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Current report
Net cash provided by financing activities was $470.7 million for the fiscal year-to-date ended September 28, 2025, which primarily consisted of $350.1 million of net proceeds from the issuance of the 2030 Convertible Senior Notes,
Removed paragraphs (9)
Previous report
•Product Development: We launched our AI-1 product platform, a core battery architecture, defined by advanced materials, design rules, and manufacturing processes, that can be adapted into multiple product variants to serve different customers and end markets. As part of this platform, we produced the first smartphone battery achieving energy density of more than 900 Wh/L, superior to any commercially available alternative. Simultaneously this product meets all other best-in-class customer requirements, including fast charging at 3C rates— and now, based upon recent testing, projecting cycle life over 1,000.
Previous report
In addition, we delivered samples of AI-1 smartphone batteries to our lead Original Equipment Manufacturer (“OEM”) customer to support their formal product qualification. Upon successful completion, we expect to receive initial purchase orders from this customer. In July, we expanded sampling to our second top-tier smartphone OEM customer. We expect to begin sampling AI-1 platform products to additional leading OEMs in the coming months.
Previous report
•Manufacturing Readiness: During the fiscal quarter ended June 29, 2025, we made strong progress by accelerating customer qualification efforts and reducing custom product development timelines by approximately 50%. We also completed internal UN38.3 certification for our first AI-1 smartphone battery—an important milestone ahead of mass production. To support anticipated demand growth, we have also begun procuring long-lead equipment for a second high-volume manufacturing line at our production facility in Malaysia (“Fab2”).
Previous report
•Acquisition in South Korea: We acquired battery cell manufacturing assets from SolarEdge in South Korea for a cash purchase consideration of $10.0 million on April 1, 2025. As result of this acquisition, we recorded $4.8 million gain on bargain purchase during the fiscal quarter ended June 29, 2025. We believe this acquisition will further expand our manufacturing footprint, expedite scaled production, better position us to meet growing demand in the defense industry and support the material coating for our battery production. Please see Note 3 “Business Acquisition” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Previous report
We met our top objectives for the quarter – achieving product and throughput milestones at Fab2 and shipping production samples from Fab2 to our lead smartphone OEM, marking the start of formal product qualification. We continue to be actively engaged with other smartphone OEMs to ensure a rapid ramp once we are established in the market.
Previous report
Progress continues with our two marquee smart eyewear customers, one of which commenced product testing and validation of the AI-1 AR battery, and the other, a leading processor supplier in the AR market, received samples of the AI-1 AR battery in July. We are also expanding our engagements in the defense and industrial markets. For example, in the second quarter of 2025 we signed an agreement with a top-tier industrial devices manufacturer, with the potential to expand into adjacent market segments, such as logistics, retail and field services.
Previous report
Restructuring Plan”), partially offset by a $2.7 million increase in depreciation and increases in other miscellaneous expenses.
Previous report
The change in fair value of common stock warrants of $12.5 million for the fiscal year-to-date ended June 30, 2024 was attributable to an increase in the fair value of the Private Placement Warrants. The increase in fair value of Private Placement Warrants was primarily due to an increase in our common stock price during the fiscal year-to-date ended June 30, 2024.
Previous report
Income Tax Benefit
Reworded paragraphs (39)
Previous wording
We design, develop and have started to commercially manufacture an advanced silicon-anode lithium-ion battery using our proprietary cell architecture that increases energy density and maintains high cycle life. This enables us to use silicon as the only active lithium cycling material in the anode whereas industry incumbents have historically combined only a modest amount of silicon with graphite. We have applied an equally innovative approach to develop proprietary roll-to-stack production tools for existing lithium-ion battery manufacturing lines and increase megawatt hour capacity. Our silicon anode battery architecture allows lithium-ion batteries to be produced smaller, cheaper and more efficiently at scale than current alternatives. With our acquisition of Routejade, Inc. in 2023, we also offer conventional lithium-ion batteries, which expands our suite of battery offerings to our customers. In April 2025, we acquired assets from SolarEdge located in close proximity to Routejade in South Korea, which expands our manufacturing facilities and this acquisition is expected to help position us to meet growing demand in the defense industry.
Current wording
We design, develop and have started to commercially manufacture an advanced silicon-anode lithium-ion battery using our proprietary cell architecture that increases energy density and maintains high cycle life. This enables us to use silicon as the only active lithium cycling material in the anode whereas industry incumbents have historically combined only a modest amount of silicon with graphite. We have applied an equally innovative approach to develop proprietary roll-to-stack production tools for existing lithium-ion battery manufacturing lines and increase megawatt hour capacity. Our silicon anode battery architecture allows lithium-ion batteries to be produced smaller and more efficiently at scale than current alternatives. With our acquisition of Routejade, Inc. in 2023, we also offer conventional lithium-ion batteries, which expands our suite of battery offerings to our customers. In April 2025, we acquired assets from SolarEdge located in close proximity to Routejade in South Korea, which expands our manufacturing facilities and this acquisition is expected to help position us to meet growing demand in the defense industry.
Previous wording
Following is a summary of the activities in the second quarter of 2025:
Current wording
Following is a summary of the activities in the third quarter of 2025:
Previous wording
•Revenue: Our revenue for the fiscal quarter ended June 29, 2025 was $7.5 million and nearly doubled from the prior year’s fiscal quarter ended June 30, 2024, which was primarily driven by strong customer demand for our defense products.
Current wording
•Revenue: Our revenue for the fiscal quarter ended September 28, 2025 was $8.0 million. The $3.7 million, or 85%, increase compared to the prior year’s fiscal quarter ended September 29, 2024 was primarily attributable to strong customer demand for our defense products.
Previous wording
•Warrant Dividend: In July, we declared and issued a warrant dividend to shareholders of record of our common stock as of the close of business on July 17, 2025 (the “Record Date”). Holders of Convertible Senior Notes as of the Record Date also participated in the warrant dividend as if their Convertible Senior Notes had been converted into our common stock. If all warrants that we distributed on July 21, 2025 were exercised, we would receive up to approximately $248.5 million of proceeds, net of estimated commissions and estimated offering expenses. We intend to use proceeds from the warrant exercises to support scale-up at Fab2 in Malaysia and for general corporate purposes. Please see Note 14 “Subsequent Events” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Current wording
•Warrant Dividend: In July 2025, we declared and issued a special Warrant Dividends to shareholders of record of our common stock as of the close of business on July 17, 2025 (the “Record Date”), and the holders of our 2028 Convertible Senior Notes as of the Record Date. A total of 26,526,344 Warrants were exercised for net proceeds of $224.2 million after deducting commissions and offering expenses. We intend to use the proceeds from the Warrant exercises to support scale-up at Fab2 in Malaysia and for general corporate purposes. Please see Note 10 “Treasury Stock, Warrant Dividend and Warrants” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Previous wording
We approach our commercialization strategy by identifying customer requirements and determining where our battery architecture will offer the greatest value, and pursuing customer engagements that meet our reference design strategy — to partner with leading suppliers and establish our AI-1 battery products as the baseline design for hardware platforms, enabling broader adoption across multiple device makers that follow the same reference architecture.
Current wording
Our commercialization strategy involves identifying customer requirements and determining where our battery architecture will offer the greatest value, and pursuing customer engagements that meet our reference design strategy — to partner with leading suppliers and establish our AI-1™ battery products as the baseline design for hardware platforms, enabling broader adoption across multiple device makers that follow the same reference architecture. We continue to be actively engaged with other smartphone OEMs to ensure a rapid ramp once we are established in the market.
Previous wording
We finalized the AI-1 platform in the second quarter of 2025, with the AI-1 battery for smartphones achieving an energy density level superior to any commercially available alternative, and while meeting all other best-in-class customer requirements. The AI-1 product platform incorporates elements of our EX-1M and EX-2M technology nodes. The AI-1 battery architecture is purpose-built for AI-enabled smartphones and wearables, combining energy density, strong safety performances and compatibility with high-speed automated assembly. Our product development strategy is tightly aligned with the goals of meeting the market needs of higher energy density, cycle life, and fast charge while maintaining safety.
Current wording
In the second quarter of 2025, we finalized and launched the AI-1™ platform with the AI-1™ battery for smartphones achieving an energy density level superior to any commercially available alternative. The AI-1™ product platform incorporates elements of our EX-1M and EX-2M technology nodes. We believe the AI-1™ battery architecture is purpose-built for AI-enabled smartphones and wearables, combining energy density, strong safety performances and compatibility with high-speed automated assembly. Our product development strategy is in our estimation tightly aligned with the goals of meeting the market needs of higher energy density, cycle life, and fast charge while maintaining safety.
Previous wording
We advanced our own electrochemistry with the AI-1 smartphone battery, which incorporates elements of our EX-1M and EX-2M silicon battery technology nodes, with greater energy density and fast charge potential, which we believe will solidify our leadership position through 2026. To further extend what we believe is our established leadership position, we have finalized the design of our next battery technology node, which will unlock further improvements in energy density over our previous technologies.
Current wording
We advanced our own electrochemistry with the AI-1™ smartphone battery, which incorporates elements of our EX-1M and EX-2M silicon battery technology nodes, with greater energy density and fast charge potential. To further extend what we believe is our established leadership position, we have finalized the design of our next battery technology node, which will unlock further improvements in energy density over our previous technologies. During the third quarter of 2025, AI-1™ smartphone battery performance was validated by an independent testing firm as having the highest energy-density battery reported for a smartphone battery.
Previous wording
Assuming we experience no significant delays in the research and development and manufacture of our battery nor any deterioration in capital efficiency, we believe we will meet longer-term expected future cash requirements and obligations through a combination of available cash, cash equivalents and future debt financings, projected revenues and access to other public or private equity offerings, as well as expected proceeds from our July 2025 warrant dividend distribution, and potential strategic arrangements.
Current wording
Assuming we experience no significant delays in the research and development and manufacture of our battery nor any deterioration in capital efficiency, we believe we will meet longer-term expected future cash requirements and obligations through a combination of available cash, cash equivalents, investments and future debt financings, projected revenues and access to other public or private equity offerings and potential strategic arrangements.
Previous wording
We operate in an industry that is subject to many established environmental regulations, which have generally become more stringent over time. Additional regulations, if adopted, could result in additional operating costs associated with compliance.
Current wording
We operate in an industry that is subject to many established consumer safety and environmental regulations, which have generally become more stringent over time. Additional regulations, if adopted, could result in additional operating costs associated with compliance.
Previous wording
Our Product Revenue is primarily generated from selling lithium-ion batteries or battery packs to commercial customers and defense contractors. Product Revenue is recognized once we have satisfied the performance obligations as defined in the sales agreement, which is generally satisfied upon transfer of control of goods. Control is transferred upon delivery for our products. For certain customized products with customer acceptance criteria specified in the sales agreement, the performance obligations are generally satisfied upon our customer’s acceptance. Payment terms can vary depending on the contract and it is generally required within 90 days or less from the delivery date or the acceptance date of our product. The amount of revenue recognized reflects the consideration for the product sold.
Current wording
Our Product Revenue is primarily generated from selling lithium-ion batteries or battery packs. Product Revenue is recognized once we have satisfied the performance obligations as defined in the sales agreement, which is generally satisfied upon transfer of control of goods. Control is transferred upon delivery for our products. For certain customized products with customer acceptance criteria specified in the sales agreement, the performance obligations are generally satisfied upon our customer’s acceptance. Payment terms can vary depending on the contract and it is generally required within 90 days or less from the delivery date or the acceptance date of our product. The amount of revenue recognized reflects the consideration for the product sold.
Previous wording
Revenue for the fiscal quarter ended June 29, 2025 was $7.5 million, which increased nearly double as compared to $3.8 million of revenue for the prior fiscal quarter ended June 30, 2024. Our revenues were primarily generated from our product shipments to South Korea defense contractors and consumer electronics customers. The increase in revenue of $3.7 million was primarily attributable to an increase in our sales to South Korea defense contractors. Of the total revenue recognized for the fiscal quarters ended June 29, 2025 and June 30, 2024, $4.8 million and $1.2 million of revenue, respectively, resulted from sales to one South Korean defense contractor.
Current wording
Revenue for the fiscal quarter ended September 28, 2025 was $8.0 million, compared to $4.3 million of revenue for the fiscal quarter ended September 29, 2024. Our revenues were primarily generated from our product shipments to South Korea defense contractors and consumer electronics customers. The increase in revenue of $3.7 million, or 85% was primarily attributable to an increase in our sales to South Korea defense contractors. Of the total revenue recognized for the fiscal quarters ended September 28, 2025 and September 29, 2024, $5.4 million and $1.4 million of revenue, respectively, resulted from sales to one South Korean defense contractor.
Previous wording
Cost of revenue for the fiscal quarter ended June 29, 2025 was $5.5 million, compared to $4.4 million during the fiscal quarter ended June 30, 2024. The increase in cost of revenue of $1.1 million, or 25%, was primarily attributable to an increase in production cost resulted from products mixed sold during the current fiscal quarter as compared to the same period last fiscal year.
Current wording
Cost of revenue for the fiscal quarter ended September 28, 2025 was $6.6 million, compared to $5.0 million during the fiscal quarter ended September 29, 2024. The increase in cost of revenue of $1.6 million, or 33%, was primarily attributable to an increase in production cost resulted from products mixed sold during the current fiscal quarter as compared to the same period last fiscal year.
Previous wording
Research and development (“R&D”) expenses for the fiscal quarter ended June 29, 2025 were $28.1 million, compared to $29.1 million during the fiscal quarter ended June 30, 2024. The decrease of $0.9 million, or 3%, was primarily attributable to a $4.1 million net decrease in salaries, employee benefits and stock-based compensation expenses primarily due to lower headcount in the U.S resulting from cost reduction initiatives in 2024 (the “2024
Current wording
Research and development (“R&D”) expenses for the fiscal quarter ended September 28, 2025 were $28.2 million, compared to $24.2 million during the fiscal quarter ended September 29, 2024. The increase of $4.0 million, or 16%, was primarily attributable to a $0.6 million net increase in salaries, employee benefits and stock-based compensation expenses primarily due to lower headcount in the U.S offset by higher headcount in other regions, a $2.6 million increase in depreciation, a $0.9 million increase in equipment repair and maintenance and increases in other R&D expenses. These increases were partially offset by lower common expenses allocated to R&D and other miscellaneous expenses.
Previous wording
Selling, general and administrative expenses for the fiscal quarter ended June 29, 2025 were $17.5 million, compared to $20.9 million during the fiscal quarter ended June 30, 2024. The decrease of $3.4 million, or 16%, was primarily attributable to a $4.3 million net decrease in salaries, employee benefits and stock-based compensation expenses, which was mainly due to lower headcount in U.S. resulted from the 2024 Restructuring Plan last fiscal year, partially offset by increases in other miscellaneous expenses.
Current wording
Selling, general and administrative expenses for the fiscal quarter ended September 28, 2025 were $20.2 million, compared to $20.7 million during the fiscal quarter ended September 29, 2024. The decrease of $0.6 million, or 3%, was primarily attributable to a $4.9 million net decrease in stock-based compensation expenses, which was mainly due to lower headcount in U.S. resulted from the 2024 Restructuring Plan last fiscal year, which partially offset by increases in professional service fees of $1.7 million, which mainly due to the shareholder’s suit, one-time Warrant Dividend costs of $1.4 million, and other miscellaneous expenses.
Previous wording
In May 2024, we initiated the 2024 Restructuring Plan to relocate our Fab1 manufacturing operations in Fremont, California to Malaysia. As a result, we recorded pre-tax restructuring charges of $38.1 million for the fiscal quarter ended June 30, 2024, which consisted of 1) non-cash charges of $35.1 million of loss on disposals of Fab1 long-lived assets in Fremont and $1.1 million of stock-based compensation expense, and 2) cash charges of $1.3 million of severance and termination benefits and $0.6 million of other charges. There was no restructuring cost for the fiscal quarter ended June 29, 2025.
Current wording
In May 2024, we initiated the 2024 Restructuring Plan to relocate our Fab1 manufacturing operations in Fremont, California to Malaysia. For the quarter ended September 29, 2024, we recorded additional pre-tax restructuring charges of $3.7 million, which primarily consisted of non-cash charges of $3.1 million of loss on disposals of Fab1 long-lived assets in Fremont and $0.2 million of other charges. There was no restructuring cost for the fiscal quarter ended September 28, 2025.
Previous wording
The changes in fair value of common stock warrants of $9.9 million and $12.5 million for the fiscal quarters ended June 29, 2025 and June 30, 2024, respectively, were attributable to an increase in the fair value of the outstanding Private Placement Warrants. The increase in fair value of Private Placement Warrants was primarily due to an increase in our common stock price for each respective quarter.
Current wording
The changes in fair value of common stock warrants of $1.9 million and $29.9 million for the fiscal quarters ended September 28, 2025 and September 29, 2024, respectively, were attributable to the decrease in the fair value of the outstanding Private Placement Warrants. The decrease in fair value of Private Placement Warrants was primarily due to a decrease in our common stock price for each respective quarter. In addition, the exercise price of the Private Placement Warrants was adjusted to $10.66 per share from $11.50 per share in connection with the Warrants issued during the fiscal quarter ended September 28, 2025 in connection with the Warrant Dividend. For more information on the Warrants and related matters, please see Note 10 “Treasury Stock, Warrant Dividend and Warrants” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Previous wording
Income tax benefit for the fiscal quarter ended June 29, 2025 was $0.9 million, compared to $4.6 million for the fiscal quarter ended June 30, 2024. The tax benefit was calculated based on the estimated annualized effective tax rate. The decrease of $3.7 million or 81% in tax benefit was primarily attributable to a decrease in our estimated annualized effective tax rate for the current year resulting in a lower income tax benefit on the losses generated from certain foreign jurisdictions.
Current wording
Income tax benefit for the fiscal quarter ended September 28, 2025 was $0.4 million, compared to $2.2 million of income tax expense for the fiscal quarter ended September 29, 2024. The tax expense or benefit was calculated based on the estimated annualized effective tax rate. The change of $2.6 million or 119% in tax was primarily attributable to a decrease in our estimated annualized effective tax rate for the current year.
Previous wording
Revenue for the fiscal year-to-date ended June 29, 2025 was $12.6 million, compared to $9.0 million for the prior fiscal year-to-date ended June 30, 2024. Our revenues were primarily generated from our product shipments to South Korea defense contractors and consumer electronics customers. The increase in revenue of $3.5 million was primarily attributable to an increase in our sales to South Korea defense contractors. Of the total revenue recognized for the fiscal years-to-date ended June 29, 2025 and June 30, 2024, $6.9 million and $3.1 million of revenue, respectively, resulted from sales to one South Korean defense contractor.
Current wording
Revenue for the fiscal year-to-date ended September 28, 2025 was $20.6 million, compared to $13.4 million for the prior fiscal year-to-date ended September 29, 2024. Our revenues were primarily generated from our product shipments to South Korea defense contractors and consumer electronics customers. The increase in revenue of $7.2 million was primarily attributable to an increase in our sales to South Korea defense contractors. Of the total revenue recognized for the fiscal years-to-date ended September 28, 2025 and September 29, 2024, $12.3 million and $4.5 million of revenue, respectively, resulted from sales to one South Korean defense contractor.
Previous wording
Cost of revenue for the fiscal year-to-date ended June 29, 2025 was $10.4 million, compared to $11.5 million during the prior fiscal year-to-date ended June 30, 2024. The decrease in cost of revenue of $1.1 million, or 10%, was primarily attributable toa non-recurring inventory step-up amortization of $1.9 million recorded for the fiscal year-to-date ended June 30, 2024 in connection with the acquisition of Routejade. There was no similar charge for the current fiscal year-to date ended June 29, 2025. This decrease was partially offset by an increase in production costs in connection with an increase in revenue.
Current wording
Cost of revenue for the fiscal year-to-date ended September 28, 2025 was $17.0 million, compared to $16.5 million during the prior fiscal year-to-date ended September 29, 2024. The increase in cost of revenue of $0.5 million, or 3%, was primarily attributable toa non-recurring inventory step-up amortization of $1.9 million recorded for the fiscal year-to-date ended September 29, 2024 in connection with the acquisition of Routejade. There was no similar charge for the current fiscal year-to date ended September 28, 2025. This decrease was partially offset by an increase in production costs in connection with an increase in revenue.
Previous wording
Research and development expenses for the fiscal year-to-date ended June 29, 2025 were $54.1 million, compared to $77.9 million during the prior fiscal year-to-date ended June 30, 2024. The decrease of $23.8 million, or 31%, was primarily attributable to $15.2 million a net decrease in depreciation expense, which included a $18.3 million of a one-time accelerated deprecation recorded in the fiscal year-to-date ended June 30, 2024 in connection with the 2023 restructuring plan. In addition, there were a $7.8 million net decrease in salaries, employee benefits and stock-based compensation expenses primarily due to lower headcount in the U.S resulting from the 2024 Restructuring Plan and a
Current wording
Research and development expenses for the fiscal year-to-date ended September 28, 2025 were $82.3 million, compared to $102.1 million during the prior fiscal year-to-date ended September 29, 2024. The decrease of $19.8 million, or 19%, was primarily attributable to a $12.8 million net decrease in depreciation expense, which included a $18.3 million of a one-time accelerated deprecation recorded in the fiscal year-to-date ended September 29, 2024 in connection with the 2023 restructuring plan. In addition, there were a $3.7 million net decrease in salaries, employee benefits and stock-based compensation expenses primarily due to lower headcount in the U.S resulting from the 2024
Previous wording
$2.4 million decrease in material costs, partially offset by a $1.1 million increase in tooling and equipment and increases in other miscellaneous expenses.
Current wording
Restructuring Plan, a $3.8 million decrease in material and consumable costs, a $1.1 million decrease in facility and technology costs, and decreases in other miscellaneous expenses, partially offset by a $2.5 million increase in tooling and equipment and increases in other miscellaneous expenses.
Previous wording
Selling, general and administrative expenses for the fiscal year-to-date periods ended June 29, 2025 was $34.4 million, comparing to $40.4 million for the prior fiscal year-to-date periods ended June 30, 2024. The decrease of $6.0 million, or 15%, was primarily attributable to a $6.4 million net decrease in salaries, employee benefits and stock-based compensation expenses, which was mainly due to lower headcount in U.S. resulted from the 2024 Restructuring Plan last fiscal year. In addition, there was a $1.1 million decrease in professional fees, partially offset by a $1.0 million increase in depreciation expense, $1.0 million increase in repair and maintenance costs and increases in other miscellaneous expenses.
Current wording
Selling, general and administrative expenses for the fiscal year-to-date periods ended September 28, 2025 was $54.6 million, comparing to $61.2 million for the prior fiscal year-to-date periods ended September 29, 2024. The decrease of $6.6 million, or 11%, was primarily attributable to a $12.0 million net decrease in salaries, employee benefits and stock-based compensation expenses, which was mainly due to lower headcount in U.S. resulted from the 2024 Restructuring Plan last fiscal year. This decrease was partially offset by one-time Warrant Dividend costs of $1.4 million, a $1.2 million increase in common expense allocations to R&D, a $1.1 million increase in repair and maintenance costs, a $1.0 million increase in depreciation expense and increases in other miscellaneous expenses.
Previous wording
In May 2024, we initiated the 2024 Restructuring Plan to relocate our Fab1 manufacturing operations in Fremont, California to Malaysia. As a result, we recorded pre-tax restructuring charges of $38.1 million for the fiscal year-to-date ended June 30, 2024, which consisted of 1) non-cash charges of $35.1 million of loss on disposals of Fab1 long-lived assets in Fremont and $1.1 million of stock-based compensation expense, and 2) cash charges of $1.3 million of severance and termination benefits and $0.6 million of other charges. There was no restructuring cost for the fiscal year-to-date ended June 29, 2025.
Current wording
In May 2024, we initiated the 2024 Restructuring Plan to relocate our Fab1 manufacturing operations in Fremont, California to Malaysia. As a result, we recorded pre-tax restructuring charges of $41.8 million for the fiscal year-to-date ended September 29, 2024, which consisted of 1) non-cash charges of $38.2 million of loss on disposals of Fab1 long-lived assets in Fremont and $1.2 million of stock-based compensation expense, and 2) cash charges of $1.6 million of severance and termination benefits and $0.8 million of other charges. There was no restructuring cost for the fiscal year-to-date ended September 28, 2025.
Previous wording
The change in fair value of common stock warrants of $9.9 million for the fiscal year-to-date ended June 29, 2025 was attributable to a decrease in the fair value of the 5,500,000 Private Placement Warrants. The decrease in fair value of Private Placement Warrants was primarily due to a decrease in our common stock price during the fiscal year-to-date ended June 29, 2025.
Current wording
The change in fair value of common stock warrants of $11.8 million for the fiscal year-to-date ended September 28, 2025 and $17.4 million for the fiscal year-to-date ended September 29, 2024 were attributable to decreases in the fair value of the 5,500,000 Private Placement Warrants. The decrease in fair value of Private Placement Warrants for both periods were primarily due to the decreases in our common stock price during the fiscal year-to-date ended September 28, 2025 and September 29, 2024. In addition, the exercise price of the Private Placement Warrants was adjusted to $10.66 per share from $11.50 per share in connection with the Warrants issued during the fiscal quarter ended September 28, 2025. For more information on the Warrants and related matters, please see Note 10 “Treasury Stock, Warrant Dividend and Warrants” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Previous wording
Interest income for the fiscal year-to-date ended June 29, 2025 was $4.9 million, compared to $6.9 million for the fiscal year-to-date ended June 30, 2024. The decrease of $2.0 million or 29% was primarily due to the fact that we had lower cash balance for the fiscal year-to-date ended June 29, 2025 as compared to the fiscal year-to-date ended June 30, 2024 together with lower interest rate for the current year.
Current wording
Interest income for the fiscal year-to-date ended September 28, 2025 was $7.4 million, compared to $9.7 million for the fiscal year-to-date ended September 29, 2024. The decrease of $2.3 million or 24% was primarily due to the fact that we had lower cash balance for the fiscal year-to-date ended September 28, 2025 as compared to the fiscal year-to-date ended September 29, 2024 together with lower interest rate for the current year.
Previous wording
Income tax benefit for the fiscal year-to-date ended June 29, 2025 was $1.0 million, compared to $4.7 million for the fiscal year-to-date ended June 30, 2024. The tax benefit was calculated based on the estimated annualized effective tax rate. The decrease of $3.7 million or 78% in tax benefit was primarily attributable to a decrease in our estimated annualized effective tax rate for the current year resulting in a lower income tax benefit on the losses generated from certain foreign jurisdictions.
Current wording
Income tax benefit for the fiscal year-to-date ended September 28, 2025 was $1.4 million, compared to $2.5 million for the fiscal year-to-date ended September 29, 2024. The tax benefit was calculated based on the estimated annualized effective tax rate. The decrease of $1.1 million or 43% in tax benefit was primarily attributable to lower income tax benefit on the losses generated from certain foreign jurisdictions.
Previous wording
As of June 29, 2025, we had cash, cash equivalents, restricted cash, and short-term investments of $205.5 million, working capital of $176.1 million and an accumulated deficit of $889.1 million. Our cash equivalents and short-term investments primarily consist of U.S. government agency securities, U.S. Treasuries, money market mutual funds, and corporate notes and debt securities.
Current wording
As of September 28, 2025, we had cash, cash equivalents, restricted cash, and short-term investments of $560.8 million, long-term investments of $89.5 million, working capital of $528.1 million and an accumulated deficit of $942.8 million. Our cash equivalents and investments primarily consist of U.S. government agency securities, U.S. Treasuries, money market mutual funds, and corporate notes and debt securities.
Previous wording
For the fiscal year-to-date ended June 29, 2025, we used $14.2 million of our cash to fund our acquisitions of property and equipment and $10.0 million of payment for an acquisition of battery cell manufacturing assets in South Korea. We will continue to increase our property and equipment purchases in the near future to support the build-out of our manufacturing facilities and our battery manufacturing production. For more information regarding our purchase commitments, please see the contractual obligations and commitments section below.
Current wording
For the fiscal year-to-date ended September 28, 2025, we used $17.2 million of our cash to fund our acquisitions of property and equipment and $10.0 million of payment for an acquisition of battery cell manufacturing assets in South Korea. We expect to increase our property and equipment purchases in the near future to support the build-out of our manufacturing facilities and our battery manufacturing production. For more information regarding our purchase commitments, please see the contractual obligations and commitments section below.
Previous wording
In July, we declared and issued a warrant dividend to the holders of record of our common stock as of the close of business on July 17, 2025 (the “Record Date”). Holders of our Convertible Senior Notes as of the Record Date also participated in the warrant dividend distribution as if their Convertible Senior Notes had been converted into our common stock. Assuming that all distributed warrants are fully exercised, we would receive approximately $248.5 million of proceeds, net of estimated commissions and estimated offering expenses. We intend to use the proceeds from the warrant exercises to support Fab2 scale-up and for general corporate purposes. Please see Note 14 “Subsequent Events” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Current wording
In July 2025, we declared and issued the Warrant Dividend to shareholders of record of our common stock and the holders of 2028 Convertible Senior Notes as of the close of business on July 17, 2025 (the “Record Date”). A total of 26,526,344 Warrants were exercised for proceeds of $224.2 million, net of commissions and offering expenses. We intend to use the proceeds from the Warrant exercises to support Fab2 scale-up and for general corporate purposes. Please see Note 10 “Treasury Stock, Warrant Dividend and Warrants” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Previous wording
Additionally, on June 30, 2025, our board of directors authorized a repurchase plan to repurchase up to $60.0 million worth of shares of our common stock, effective immediately (the “Repurchase Plan”). We may make repurchases from time to time through open market purchases or through privately negotiated transactions and the Repurchase Plan will expire on December 31, 2026. Since we established the Repurchase Plan, no repurchases had been made under the program. For more details, please see Note 14 “Subsequent Events” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Current wording
Additionally, during the third quarter of 2025, our Board of Directors authorized the Repurchase Plan. Pursuant to the Repurchase Plan, we repurchased 5,437,556 shares of our common stock for $58.4 million for the fiscal year-to-date ended September 28, 2025 and we may make repurchases from time to time through open market purchases or through privately negotiated transactions. As of September 28, 2025, we had $1.6 million remaining capacity available under the Repurchase Plan. For more details, please see Note 10 “Treasury Stock, Warrant Dividend and Warrants” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Previous wording
Net cash used in operating activities was $42.8 million for the fiscal year-to-date ended June 29, 2025. Net cash used in operating activities consisted of net loss of $67.8 million, adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments primarily include the change in fair value of the Private Placement Warrants of $9.9 million, stock-based compensation expense of $26.1 million, depreciation and amortization expense, net of accretion of $17.3 million, and gain on bargain purchase of assets of $4.8 million resulted from the acquisition of assets in Korea.
Current wording
Net cash used in operating activities was $68.3 million for the fiscal year-to-date ended September 28, 2025. Net cash used in operating activities consisted of net loss of $121.6 million, adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments primarily include stock-based compensation expense of $38.0 million, depreciation and amortization expense, net of accretion of $26.7 million, non-cash interest expense of $9.2 million related to the fair value adjustment related to the Warrants issued in July 2025 in connection with the Warrant Dividend, the change in fair value of the Private Placement Warrants of $11.8 million, and gain on bargain purchase of assets of $4.8 million resulted from the acquisition of assets in Korea.
Previous wording
Net cash used in operating activities was $62.0 million for the fiscal year-to-date ended June 30, 2024. Net cash used in operating activities consisted of net loss of $162.4 million, adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments primarily include the change in fair value of Private Placement Warrants of $12.5 million, stock-based compensation expense of $31.8 million, and depreciation and amortization expense, net of accretion of $30.9 million and impairment and disposals of Fab1 long-lived assets of $35.1 million.
Current wording
Net cash used in operating activities was $92.7 million for the fiscal year-to-date ended September 29, 2024. Net cash used in operating activities consisted of net loss of $185.1 million, adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments primarily include stock-based compensation expense of $48.6 million, depreciation and amortization expense, net of accretion of $37.4 million, impairment and disposals of Fab1 long-lived assets of $38.2 million, and the change in fair value of Private Placement Warrants of $17.4 million.
Previous wording
Our cash flows used in investing activities to date have been primarily comprised of purchases of property and equipment, as well as short-term investment activities. We expect the costs to acquire property and equipment to increase in the future as we continue to build-out and develop our battery manufacturing production capabilities in Malaysia, including our Fab2 facility in Malaysia, and in South Korea. Net cash used in investment activities was $91.1 million for the fiscal year-to-date ended June 29, 2025, which primarily consisted of $14.2 million of equipment purchases, $85.5 million of short-term investment purchases and $10.0 million of payment for an acquisition of assets in South Korea, partially offset by maturities of $18.6 million of short-term investments.
Current wording
Our cash flows used in investing activities to date have been primarily comprised of purchases of property and equipment, as well as short-term investment activities. We expect the costs to acquire property and equipment to increase in the future as we continue to build-out and develop our battery manufacturing production capabilities in Malaysia, including our Fab2 facility in Malaysia, and in South Korea. Net cash used in investment activities was $339.2 million for the fiscal year-to-date ended September 28, 2025, which primarily consisted of $17.2 million of equipment purchases, $370.1 million of short-term investment purchases and $10.0 million of payment for an acquisition of assets in South Korea, partially offset by maturities of $58.1 million of short-term investments.
Previous wording
Net cash provided by investing activities for the fiscal year-to-date ended June 30, 2024 was $19.5 million, which primarily consisted of maturities of $91.6 million of short-term investments, partially offset by $40.3 million of equipment purchases and $31.8 million of short-term investment purchases.
Current wording
Net cash provided by investing activities for the fiscal year-to-date ended September 29, 2024 was $15.0 million, which primarily consisted of maturities of $106.6 million of short-term investments, partially offset by $59.8 million of equipment purchases and $31.8 million of short-term investment purchases.
Previous wording
Net cash used in financing activities was $2.7 million for the fiscal year-to-date ended June 29, 2025, which primarily consisted of $2.9 million of payroll tax payments for shares withheld upon vesting of restricted stock units and $0.8 million of loan payments, partially offset by $1.5 million of proceeds from the exercise of stock options and employee stock purchase plan (“ESPP”) to purchase our common stock.
Current wording
$226.6 million of net proceeds from the exercise of Warrants, $3.8 million of proceeds from the exercise of stock options and employee stock purchase plan (“ESPP”) to purchase our common stock, partially offset by $58.4 million used to buyback shares of our common stock pursuant to the Repurchase Plan, $45.3 million of capped call purchases in connection with the 2030 Convertible Senior Notes transactions, $4.9 million of payroll tax payments for shares withheld upon vesting of restricted stock units and $0.8 million of loan payments.
Previous wording
Net cash provided by financing activities was $45.1 million for the fiscal year-to-date ended June 30, 2024, which primarily consisted of $4.6 million of gross proceeds from the borrowings of loans, $42.8 million of proceeds from the issuance of our common stock through an ATM offering and proceeds from exercise of stock options to purchase our common stock and $1.1 million of proceeds from our ESPP to purchase our common stock, partially offset by $3.3 million of payroll tax payments for shares withheld upon vesting of restricted stock units.
Current wording
Net cash provided by financing activities was $44.2 million for the fiscal year-to-date ended September 29, 2024, which primarily consisted of $4.6 million of gross proceeds from the borrowings of loans, $44.3 million of proceeds from the issuance of our common stock through an ATM offering and proceeds from exercise of stock options to purchase our common stock and $1.1 million of proceeds from our ESPP to purchase our common stock, partially offset by $5.6 million of payroll tax payments for shares withheld upon vesting of restricted stock units.
Previous wording
As of June 29, 2025, we had $172.5 million aggregate principal amount of 3.0% Convertible Senior Notes outstanding, which will mature on May 1, 2028 unless earlier converted, redeemed or repurchased. In addition, we had $10.9 million of asset secured loans, of which $10.4 million are classified as short-term debt on our Condensed Consolidated Balance Sheet as of June 29, 2025. Please see Note 8 “Borrowings” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Current wording
In addition, we had $10.5 million of asset secured loans, of which $10.2 million are classified as short-term debt on our Condensed Consolidated Balance Sheet as of September 28, 2025. Please see Note 8 “Borrowings” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Previous wording
We expect to enter into other commitments to support our product development, the build-out of our manufacturing facilities, and our business development, which are generally cancellable upon notice. Additionally, from time to time, we enter into agreements in the normal course of business with various vendors, which are generally cancellable upon notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable obligations of service providers, up to the date of cancellation. As of June 29, 2025, our commitments included approximately $5.6 million of our open purchase orders, including equipment purchase orders, and contractual obligations that occurred in the ordinary course of business. For contractual obligations, please See Note 9 “Commitments and Contingencies” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Current wording
We expect to enter into other commitments to support our product development, the build-out of our manufacturing facilities, and our business development, which are generally cancellable upon notice. Additionally, from time to time, we enter into agreements in the normal course of business with various vendors, which are generally cancellable upon notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable obligations of service providers, up to the date of cancellation. As of September 28, 2025, our commitments included approximately $6.6 million of our open purchase orders, including equipment purchase orders, and contractual obligations that occurred in the ordinary course of business. For contractual obligations, please See Note 9 “Commitments and Contingencies” of the notes to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q for further information.
Previous wording
The preparation of our condensed consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities in our consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. These estimates and assumptions include but are not limited to: depreciable lives for property and equipment and intangible assets, valuation for assets acquired in business acquisition, valuation for inventory, valuation allowance on deferred tax assets, assumptions used in income tax provisions, valuation of goodwill and intangible assets, assumptions used in stock-based compensation, assumptions used in the calculation of earnings per share related to the warrant dividend, incremental borrowing rate for operating right-of-use assets and lease liabilities and estimates to fair value common stock warrants. Certain accounting policies have a more significant impact on our condensed consolidated financial statements due to the size of the financial statement elements and prevalence of their application.
Current wording
The preparation of our condensed consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities in our consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. These estimates and assumptions include but are not limited to: depreciable lives for property and equipment and intangible assets, valuation for assets acquired in business acquisition, valuation for inventory, valuation allowance on deferred tax assets, assumptions used in income tax provisions, valuation of goodwill and intangible assets, assumptions used in stock-based compensation, assumptions used in the calculation of earnings per share related to the Warrants as warrant dividend, incremental borrowing rate for operating right-of-use assets and lease liabilities and valuation of common stock warrants. Certain accounting policies have a more significant impact on our condensed consolidated financial statements due to the size of the financial statement elements and prevalence of their application.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As of September 28, 2025, we had $172.5 million aggregate principal amount of 3.0% 2028 Convertible Senior Notes outstanding, which will mature on May 1, 2028 unless earlier converted, redeemed or repurchased. During the fiscal quarter ended September 28, 2025, we issued $360.0 million aggregate principal amount of 2030 Convertible Senior Notes with an interest rate of 4.75%, which will mature on September 15, 2030.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
In April 2025, we acquired battery cell manufacturing assets from SolarEdge Technologies, Inc., located in South Korea for total purchase consideration of $10.0 million in cash. As a result of this business acquisition, we recorded $4.8 million of gain on bargain purchase as the estimated fair value of the acquired assets exceeded the purchase consideration. There was no gain on bargain purchase for the fiscal quarter ended June 30, 2024.
Previous report — wording carried elsewhere
Gain on Bargain Purchase of Assets