AEye, Inc. Files 8-K for Material Agreement

TL;DR

AEye filed an 8-K for a material agreement and unregistered equity sale on 7/25.

AI Summary

On July 25, 2024, AEye, Inc. entered into a Material Definitive Agreement related to the unregistered sale of equity securities. The filing also includes information on Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This 8-K filing indicates AEye, Inc. has entered into a significant agreement, potentially impacting its financial structure and future operations through the sale of equity.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can sometimes indicate financial distress or a need for capital, which carries inherent risks.

Key Numbers

• 001-39699 — SEC File Number (Identifies the specific filing with the SEC.)
• 37-1827430 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• AEye, Inc. (company) — Registrant
• July 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39699 (commission_file_number) — SEC File Number
• 37-1827430 (irs_number) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share LIDR The Nasdaq Stock Marke
• $50 million — , subject to certain limitations, up to $50 million of the Company's common stock, par valu
• $25,000 — ny paid New Circle a structuring fee of $25,000 and a legal fee of $25,000. In addition
• $300,000 — with an aggregate market value equal to $300,000 (the " Initial Commitment Fee "), the m
• $15,000,000 b — common stock with an aggregate value of $15,000,000 by New Circle by means of purchases notic
• $200,000 — rchase Agreement, the Company shall pay $200,000 in cash to New Circle. In connection w

Filing Documents

• ss3682127_8k.htm (8-K) — 49KB
• ss3682127_ex0401.htm (EX-4) — 79KB
• ss3682127_ex1001.htm (EX-10) — 199KB
• ss3682127_ex9901.htm (EX-99.1) — 14KB
• 0000947871-24-000640.txt ( ) — 637KB
• lidr-20240725.xsd (EX-101.SCH) — 4KB
• lidr-20240725_def.xml (EX-101.DEF) — 26KB
• lidr-20240725_lab.xml (EX-101.LAB) — 36KB
• lidr-20240725_pre.xml (EX-101.PRE) — 25KB
• ss3682127_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On July 25, 2024, AEye, Inc. (the " Company ") entered into a Share Purchase Agreement (the " Purchase Agreement ") and a Registration Rights Agreement (the " Registration Rights Agreement ") with New Circle Principal Investments LLC, a Delaware limited liability company (" New Circle "), pursuant to which New Circle has committed to purchase, subject to certain limitations, up to $50 million of the Company's common stock, par value $0.0001 per share (the " Total Commitment "). Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to New Circle, and New Circle is obligated to purchase, up to the Total Commitment. Such sales of common stock by the Company, if any, will be subject to certain limitations, and may occur from time-to-time in the Company's sole discretion, commencing once certain customary conditions are satisfied, including the filing and securing effectiveness of a resale registration statement with the U.S. Securities and Exchange Commission (the " SEC ") with respect to the shares to be sold to New Circle under the Purchase Agreement. New Circle has no right to require the Company to sell any shares of common stock to New Circle, but New Circle is obligated to make purchases as the Company directs, subject to certain conditions. Shares will be issued from the Company to New Circle, with respect to the issuance and sale of the shares pursuant to the Purchase Agreement, at a price per share calculated based on (i) the lowest daily volume weighted average price (" VWAP ") over a three consecutive trading day period commencing on the date of the applicable purchase notice (" Option 2 Pricing Period ") or (ii) the VWAP of our common stock over a one trading day period or intraday trading period (" Option 1 Pricing Period "), chosen at our sole discretion. Purchase notices issued by the Company with an Option 2 Pricing Per

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. In the Purchase Agreement, New Circle represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the " Securities Act ")). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to New Circle in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 29, 2024, the Company issued a press release (the " Press Release ") announcing that the Company entered into the Purchase Agreement with New Circle. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information provided in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Registration Rights Agreement by and between AEye, Inc. and New Circle Principal Investments LLC, dated July 25, 2024. 10.1 Share Purchase Agreement by and between AEye, Inc. and New Circle Principal Investments LLC, dated July 25, 2024. 99.1 Press release dated July 29, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AEye, Inc. Dated: July 29, 2024 By: /s/ Andrew S. Hughes Andrew S. Hughes Senior Vice President, General Counsel & Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR