FTCI on Nasdaq

FTC Solar, Inc.

FTC Solar, Inc. is an American semiconductors and related devices company based in Austin.2 Its shares trade on Nasdaq under the symbol FTCI.2

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Last updated Oct 21, 2026.

Overview

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  • TickerFTCI on Nasdaq2
  • IndustrySemiconductors & Related Devices2
  • HeadquartersAustin, United States2
  • Incorporated inDE3
  • Business address10900 Stonelake Blvd., Suite 100 Quarry Oaks Ii Building, Austin, Tx3
  • Filer category, Emerging growth company3
  • Legal formCorporation2
  • LEI5493009MODNZ2HMPX7612
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O VCORP SERVICES, LLC, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 62690812

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-0.9%Gross margin5
-35.5%Operating margin5
-79.8%Net margin5
110.5%Revenue growth, 20255
-$34.6MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product brought in 81% of the revenue FTC Solar, Inc. broke down this way in fiscal 2025.

  1. Product$80.3M581%up 114% from 2024
  2. Service$19.4M519%up 97% from 2024
Products and services by year
Products and services20242025
Product$37.5M$80.3M
Service$9.8M$19.4M

Regions

United States brought in 99% of the revenue FTC Solar, Inc. broke down this way in fiscal 2025.

  1. United States$98.2M599%up 132% from 2024
  2. AUMember$1.4M51%down 67% from 2024
Regions by year
Regions20242025
United States$42.3M$98.2M
AUMember$4.4M$1.4M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue88¢$100.6M
  • Research and development4¢$4.4M
  • Interest7¢$8.2M
  • Income tax0¢$525.0K

Out of $99.7M in revenue.5 The company lost money this year.

Financial statements

Revenue67895$99.7M in 2025+88% since 2019
0$100.0M$200.0M$300.0M2019: $53.1M$53.1M20192020: $187.4M$187.4M2020+253%2021: $270.5M$270.5M2021+44%2022: $123.1M$123.1M2022−55%2023: $127.0M$127.0M2023+3%2024: $47.4M$47.4M2024−63%2025: $99.7M$99.7M2025+111%
Gross profit67895-$880.0K in 2025−55% since 2019
-$40.0M-$20.0M0$20.0M2019: -$2.0M-$2.0M20192020: $3.6M$3.6M20202021: -$32.5M-$32.5M20212022: -$27.2M-$27.2M2022−16%2023: $8.3M$8.3M20232024: -$12.6M-$12.6M20242025: -$880.0K-$880.0K2025−93%
Operating income67895-$35.4M in 2025+186% since 2019
-$150.0M-$100.0M-$50.0M02019: -$12.4M-$12.4M20192020: -$16.9M-$16.9M2020+37%2021: -$126.8M-$126.8M2021+649%2022: -$99.6M-$99.6M2022−21%2023: -$50.8M-$50.8M2023−49%2024: -$52.8M-$52.8M2024+4%2025: -$35.4M-$35.4M2025−33%
Net income67895-$79.6M in 2025+490% since 2019
-$150.0M-$100.0M-$50.0M02019: -$13.5M-$13.5M20192020: -$15.9M-$15.9M2020+18%2021: -$106.6M-$106.6M2021+569%2022: -$99.6M-$99.6M2022−7%2023: -$50.3M-$50.3M2023−50%2024: -$48.6M-$48.6M2024−3%2025: -$79.6M-$79.6M2025+64%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Total revenue$99.7M$47.4M
Total cost of revenue$100.6M$59.9M
Gross loss-$880.0K-$12.6M
Research and development$4.4M$5.9M
Selling and marketing$6.2M$8.9M
General and administrative$24.0M$25.4M
Total Operating expenses$34.5M$40.2M
Loss from operations-$35.4M-$52.8M
Interest expense-$8.2M-$665.0K
Interest income$23.0K$346.0K
Gain from disposal of investment in unconsolidated subsidiary$3.2M$8.8M
Gain on sale of Atlas$140.0K$906.0K
Loss from change in fair value of warrant liability-$40.7M-$4.3M
Loss on extinguishment of debt-$173.0K$0
Bargain purchase gain$377.0K$0
Other income, net$140.0K$468.0K
Income (loss) from unconsolidated subsidiary$1.6M-$1.1M
Loss before income taxes-$79.1M-$48.4M
Provision for income taxes-$525.0K-$230.0K
Net loss-$79.6M-$48.6M
Foreign currency translation adjustments$252.0K-$249.0K
Comprehensive loss-$79.3M-$48.9M
Basic-$5.68-$3.83
Diluted-$5.68-$3.83
Basic weighted-average number of common shares outstanding14.0M shares12.7M shares
Diluted weighted-average number of common shares outstanding14.0M shares12.7M shares

Compare FTC Solar, Inc. with another company

Corporate structure

FTC Solar, Inc. sits at the top of its group. 8 entities, 6 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of FTC Solar, Inc.

  • David Springer Filed SCHEDULE 13G/A on FTC Solar, Inc., latest Feb 13, 2026 (5 filings since Feb 14, 2022)
  • ARC Family Trust Filed SCHEDULE 13G/A on FTC Solar, Inc., latest Feb 14, 2025 (4 filings since Feb 14, 2022)
  • South Lake One LLC Filed SC 13G/A on FTC Solar, Inc., latest Feb 1, 2023 (2 filings since Feb 14, 2022)
  • FTC Solar, Inc. Austin, Texas, United States
    • Alpha Steel LLC Subsidiary · Delaware, United States
    • FTC Capital, LLC Subsidiary · Delaware, United States
    • FTC Solar (China) Co., Ltd. Subsidiary · China
    • FTC Solar Australia Pty Ltd. Subsidiary · Australia
    • FTC Solar India Private Ltd. Subsidiary · India
    • FTC Solar South Africa (PTY) Ltd. Subsidiary · South Africa
    • FTC Solar Spain, S.L. Subsidiary · Spain

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What FTC Solar, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$7.8M5 Dec 31, 2025$5.0M5 Dec 31, 2024+57.6%
Accumulated depreciation$4.0M5 Dec 31, 2025$2.7M5 Dec 31, 2024+46.6%
Property and equipment, net$3.8M5 Dec 31, 2025$2.2M5 Dec 31, 2024+71.1%
Operating-lease assets (leased space)$983.0K5 Dec 31, 2025$1.1M5 Dec 31, 2024−14.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$21.1M5 Dec 31, 2025$11.2M5 Dec 31, 2024+87.7%
Stakes in other companies (equity method)$05 Dec 31, 2025$954.0K5 Dec 31, 2024−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$7.4M5 Dec 31, 2025$7.1M5 Dec 31, 2024+4.3%
Intangible assets, net (excluding goodwill)$09 Dec 31, 2024$542.0K9 Dec 31, 2023−100.0%
Finite-lived intangibles, gross$2.0M9 Dec 31, 2024$2.6M9 Dec 31, 2023−21.2%
Accumulated amortization-$2.0M9 Dec 31, 2024-$2.0M9 Dec 31, 20230%
Finite-lived intangibles, net$09 Dec 31, 2024$542.0K9 Dec 31, 2023−100.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$9.6M5 Dec 31, 2025$10.1M5 Dec 31, 2024−5.1%
Raw materials$452.0K5 Dec 31, 2025$05 Dec 31, 2024
Work in process$227.0K5 Dec 31, 2025$05 Dec 31, 2024
Finished goods$9.4M5 Dec 31, 2025$10.7M5 Dec 31, 2024−11.4%

Properties, in its own words

Office and warehouse

We lease certain specified office space in a co-working building for our corporate headquarters staff located in Austin, Texas under an agreement that expires on April 30, 2026, subject to automatic one-month extensions until terminated by either party.

The rest of Item 2

Effective August 1, 2025, we entered into a lease, expiring October 31, 2027 for specified office space in a co-working building for our employees in Chennai, India.

Effective December 1, 2025, we entered into a sublease, expiring on May 15, 2028, for approximately 4,000 square feet of office space for certain members of the Executive Leadership Team currently located in Ft. Lauderdale, Florida.

We also lease approximately 5,300 square feet of warehouse space and 1,100 square feet of sales and support office space in Brendale, Australia.

We entered into a lease agreement, effective June 1 2025, for approximately 5.18 acres of land in India to allow us to conduct research and development activities on solar trackers and other connected activities. This lease expires May 31, 2030.

In February 2023, we entered into a five-year lease for a research facility in Sequin, Texas consisting of 261,360 square feet of space.

We also have a lease expiring in May 2026 for an applications laboratory located in Austin, Texas, consisting of 4,700 square feet.

Alpha Steel

We sublease certain space in a facility associated with the production line for Alpha Steel. Our sublease is scheduled to expire on April 30, 2026, unless the parties holding the original lease agree to an extension, after which our sublease would be eligible for extension.

Other

Apart from our acquisition of Alpha Steel, and the related sublease we have on the Alpha Steel facility, the remainder of our manufacturing is outsourced to contract manufacturing partners, and we currently do not own or lease any other manufacturing facilities.

We believe that our existing properties are in good condition and are sufficient and suitable for the conduct of our business for the foreseeable future. To the extent our needs change as our business grows, we expect that additional space and facilities will be available.

Additional information regarding our leases may be found in Note 8, "Leases" included in our consolidated financial statements in Part II, Item 8 of this Annual Report.

Item 2 of the 10-K filed Mar 24, 2026.12

Leadership

Who has led FTC Solar, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (22)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorShaker Sadasivam named Dec 9, 202440

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Alpha Steel LLC Delaware, United States4
  • FTC Capital, LLC Delaware, United States4
  • FTC Solar (China) Co., Ltd. China4
  • FTC Solar Australia Pty Ltd. Australia4
  • FTC Solar India Private Ltd. India4
  • FTC Solar South Africa (PTY) Ltd. South Africa4
  • FTC Solar Spain, S.L. Spain4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 9, 20268-K Director nominations; Other events41
  2. Oct 5, 20268-K Entered a material agreement; Regulation FD disclosure42
  3. Aug 5, 20268-K Entered a material agreement; Results of operations; Debt or obligation accelerated43
  4. May 6, 2026New chief executive Anthony Carroll becomes CEO13
  5. May 5, 20268-K Results of operations; Executive or director change44
  6. Mar 24, 20268-K Entered a material agreement; Debt or obligation accelerated45
  7. Mar 5, 20268-K Results of operations46
  8. Dec 15, 20258-K Executive or director change47
  9. Nov 12, 20258-K Results of operations48
  10. Sep 4, 20258-K Executive or director change; Shareholder vote49
  11. Aug 5, 20258-K Results of operations; Executive or director change50
  12. Jul 7, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares51
  13. Jun 11, 20258-K Shareholder vote52
  14. Aug 19, 2024New chief executive Yann Brandt becomes CEO14
  15. Oct 1, 2021New chief executive Sean Hunkler becomes CEO16
  16. Apr 27, 2021New chief executive Anthony Etnyre becomes CEO15
  17. Jan 3, 2017Founded FTC Solar, Inc. is founded2

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.44) a share, on Nov 12, 2025.53

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results43
  2. May 5, 2026Reported quarterly or annual results44
  3. Mar 5, 2026Reported quarterly or annual results46
  4. Nov 12, 2025Reported quarterly or annual results48
  5. Aug 5, 2025Reported quarterly or annual results50
  6. May 1, 2025Reported quarterly or annual results54
  7. Mar 31, 2025Reported quarterly or annual results55
  8. Nov 12, 2024Reported quarterly or annual results56

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

472 filings to the SEC since October 2021: 7 annual reports, 15 quarterly reports, 55 major events, 296 insider forms, 11 large holders, 1 private raises, 87 other. The latest 20:

  1. Oct 9, 20268-K EDGAR
  2. Oct 8, 2026PRE 14A EDGAR
  3. Oct 5, 20268-K CURRENT REPORT EDGAR
  4. Sep 1, 20264 EDGAR
  5. Aug 31, 20264 EDGAR
  6. Aug 28, 20264 EDGAR
  7. Aug 26, 20264 EDGAR
  8. Aug 18, 2026EFFECT EDGAR
  9. Aug 18, 2026424B3 PROSPECTUS EDGAR
  10. Aug 11, 2026S-8 REGISTRATION STATEMENT EDGAR
  11. Aug 11, 2026S-1 REGISTRATION STATEMENT EDGAR
  12. Aug 5, 202610-Q EDGAR
  13. Aug 5, 20268-K EDGAR
  14. Jul 1, 2026144 EDGAR
  15. Jun 24, 2026144 EDGAR
  16. Jun 15, 202610-K/A AMENDMENT NO. 2 TO FORM 10-K EDGAR
  17. May 29, 2026SD EDGAR
  18. May 12, 20264 EDGAR
  19. May 7, 20264 EDGAR
  20. May 7, 20264 EDGAR

The 472 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

299 open-market trades by officers, directors and large owners since October 2021: 61 buys and 238 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 28, 2026SADASIVAM SHAKERDirectorBuy101,083$2.69$271.9KForm 4
Aug 27, 2026SADASIVAM SHAKERDirectorBuy39,583$2.35$93.0KForm 4
Aug 26, 2026SADASIVAM SHAKERDirectorBuy33,290$2.19$72.9KForm 4
Aug 25, 2026Carroll AnthonyChief Executive OfficerBuy24,745$2.08$51.5KForm 4
May 7, 2026ALVAREZ ANTONIO RDirectorBuy2,500$4.23$10.6KForm 4
May 6, 2026ALVAREZ ANTONIO RDirectorBuy2,500$3.98$9.9KForm 4
May 6, 2026Carroll AnthonyChief Executive OfficerBuy7,250$3.43$24.9KForm 4
May 6, 2026SADASIVAM SHAKERDirectorBuy27,025$3.70$100.0KForm 4
Dec 30, 2025Behnen CathyCHIEF FINANCIAL OFFICERSale1,646$10.93$18.0KForm 4
Dec 30, 2025Aminpour SasanChief Operating OfficerSale3,239$10.93$35.4KForm 4
Dec 30, 2025Brandt YannChief Executive OfficerSale37,775$10.84$409.4KForm 4
Dec 16, 2025Carroll AnthonyChief Executive OfficerBuy10,638$9.53$101.4KForm 4
Nov 18, 2025Springer DavidDirectorSale100,000$8.98$898.0KForm 4
Apr 2, 2025Chatila Ahmad RDirectorBuy16,740$2.93$49.0KForm 4
Apr 2, 2025Chatila Ahmad RDirectorBuy16,740$2.93$49.0KForm 4
Apr 1, 2025Chatila Ahmad RDirectorBuy16,922$2.91$49.2KForm 4
Apr 1, 2025Chatila Ahmad RDirectorBuy16,922$2.91$49.2KForm 4
Apr 1, 2025Behnen CathyCHIEF FINANCIAL OFFICERSale2,640$2.63$6.9KForm 4
Dec 13, 2024Brandt YannChief Executive OfficerBuy31,450$3.12$98.1KForm 4
Dec 6, 2024Brandt YannChief Executive OfficerBuy10,250$2.98$30.6KForm 4

All 299 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Dec 4, 2024Raised $15 million in a private offering of debt Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 34. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC449,372$2.3M0.0%+4,293
Gilder Gagnon Howe & Co LLC250,785$1.3M0.0%New
Geode Capital Management, LLC121,238$616.3K0.0%−1,861
BlackRock, Inc.114,347$580.9K0.0%+12,299
Vanguard Fiduciary Trust Co71,394$362.7K0.0%+11,991
Cerity Partners LLC49,031$249.1K0.0%No change
Marshall Wace, Llp48,281$245.3K0.0%−55,327
State Street Corp45,471$231.0K0.0%No change
Morgan Stanley41,460$210.6K0.0%+25,675
Bridgeway Capital Management, LLC29,034$147.5K0.0%−10,000
Squarepoint Ops LLC28,013$142.3K0.0%−66,018
Northern Trust Corp26,575$135.0K0.0%+7,340
UBS Group AG24,605$125.0K0.0%+982
XTX Topco Ltd19,763$100.4K0.0%New
Citadel Advisors LLC16,959$86.2K0.0%New
Laurel Oak Wealth Management, LLC16,000$81.3K0.0%No change
Goldman Sachs Group Inc14,131$71.8K0.0%−19,232
Vanguard Global Advisers, LLC5,854$29.7K0.0%No change
Richardson Capital Management LLC1,016$5.2K0.0%No change
Wells Fargo & Company/mn597$3.0K0.0%No change
Barclays PLC242$1.2K0.0%+241
Bnp Paribas Financial Markets219$1.1K0.0%No change
Bogart Wealth, LLC216$1.1K0.0%New
Group One Trading LLC200$1.0K0.0%+100
Fortitude Family Office, LLC112$5690.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How FTC Solar, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFTC Solar, Inc.1
  • CIK0001828161
  • Employer ID (EIN)81-481627012
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company12
  • Incorporated inDelaware12
  • Fiscal year endsDecember 311
  • Industry code (SIC)3674 Semiconductors & Related Devices1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address10900 Stonelake Blvd., Suite 100 Quarry Oaks Ii Building, Austin, TX1
  • Phone(907) 312-07171
  • Shares outstanding16,461,251 as of Jul 31, 202611
  • Public float$38.1M as of Jun 30, 202512
  • AuditorBDO USA, P.C., Austin, Texas PCAOB ID 243; no auditor attestation of internal control over financial reporting12
  • On EDGAR sinceJan 22, 20211
  • Filings536 in all: 4 (298), 8-K (62), 3 (27), 144 (26), 10-Q (17), CORRESP (10), S-8 (8), 424B3 (7)1
    All 36 form types

    DEF 14A (6), DEFA14A (6), EFFECT (6), UPLOAD (6), 10-K (5), 4/A (5), SC 13G (5), 424B5 (4), ARS (3), PRE 14A (3), S-1 (3), S-1/A (3), S-3 (3), SC 13G/A (3), SCHEDULE 13G/A (3), SD (3), 10-K/A (2), DRSLTR (2), 3/A (1), 424B4 (1), 8-A12B (1), CERT (1), D (1), DEFR14A (1), DRS (1), DRS/A (1), S-1MEF (1), S-3/A (1)

  • Latest filingsAnnual report (10-K) Mar 24, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Jul 25, 2025
    Latest 8-K (8-K) Oct 9, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par valueFTCIThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 24, 2026 (Section 12(b) of the Exchange Act).12

Risk factors and legal proceedings

The risks FTC Solar, Inc. names in Item 1A of its 10-K filed Mar 24, 2026: 45 risks under these headings, as written.12

  • Risks Related to Our Business and Our Industry
  • We have a history of losses that may continue in the future and have determined there is substantial doubt about our ability to continue as a going concern; the demand for our products and related revenue depends on many factors beyond our control; we may not achieve profitability or generate positive cash flow; and we may not be able to obtain additional debt or equity financing on terms favorable to us.
  • Our dependence on a limited number of customers, the payment terms we agree to with such customers and the expected timing of customer project development activity may impair our ability to operate profitably.
  • We may invest in or acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders, reduce our available cash that could be used for other purposes and otherwise disrupt our operations and harm our results of operations.
  • The market for our products and services is highly competitive and rapidly evolving, and we expect to face increased competition.
  • Defects or quality or performance problems in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from defective products.
  • We invest significant time, resources and management attention to identifying and developing project leads that are subject to our sales and marketing focus, and if we are unsuccessful in converting such project leads (or awarded orders) into binding purchase orders, our business, financial condition or results of operations could be materially adversely affected.
  • Due to the seasonality of construction in the United States, our results of operations may fluctuate significantly from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations, resulting in a decline in the price of our common stock.
  • Our success in providing panel agnostic versions of our solar tracker systems will depend in part upon our ability to continue to work closely with leading solar panel manufacturers.
  • We plan to continue expanding into additional international markets, which will expose us to additional regulatory, economic, political, reputational and competitive risks.
  • If we fail to retain key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth, and our business could suffer.
  • We may not have sufficient insurance coverage to cover business continuity and cybersecurity incidents.
The other 34 risks
  • Risks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock
  • A substantial number of shares of our common stock are issuable under the New Warrants and, if the New Warrants are exercised, they will have a dilutive impact, which could cause the price of our common stock to decline.
  • We do not intend to apply for any listing of the New Warrants on any exchange or nationally recognized trading system, and we do not expect a market to develop for the unregistered New Warrants.
  • Certain provisions of the New Warrants could discourage an acquisition of us by a third party.
  • There may be future issuances of new shares of our common stock under our ATM program or other dilution of our equity, which may adversely affect the market price of our common stock.
  • Our stock price has been volatile and may continue to be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares of common stock at or above the price you paid.
  • The price of our common stock could decline if securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us.
  • An active, liquid trading market for our common stock may not be sustained.
  • We do not intend to pay dividends on our common stock for the foreseeable future.
  • Our directors, executive officers, principal stockholders and holders of our New Warrants will continue to have significant influence over our company, which could limit your ability to influence the outcome of key transactions, including a change of control.
  • Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our common stock.
  • Our governing documents also provide that the Delaware Court of Chancery will be the sole and exclusive forum for substantially all disputes between us and our stockholders and federal district courts will be the sole and exclusive forum for Securities Act claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • We are an “emerging growth company” as defined in the JOBS Act and a "smaller reporting company", based on regulations promulgated by the U.S. Securities and Exchange Commission, and have taken advantage of certain of the reduced disclosure requirements applicable to both which may make our common stock less attractive to investors.
  • If we experience material weaknesses or otherwise fail to maintain effective internal controls over financial reporting in the future, our ability to timely and accurately report our financial condition and results of operations or comply with applicable laws and regulations could be impaired, which may adversely affect investor confidence in us and, as a result, the market price of our common stock.
  • Risks Related to Government Regulations and Legal Compliance
  • The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, as well as corporate commitments to the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business.
  • Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenue, results of operations or cash flows.
  • The concentration of our sales in a limited number of specific markets increases risks associated with the reduction, elimination or expiration of governmental subsidies and economic incentives for solar energy products.
  • Actions addressing determinations of forced labor practices in China and legislation and policies adopted to address such practices may disrupt the global supply of solar panels and affect our business.
  • Existing electric utility industry policies and regulations, and any subsequent changes, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that may significantly reduce demand for our products and services or harm our ability to compete.
  • Changes in tax laws or regulations that are applied adversely to us, or our customers, could materially adversely affect our business, prospects, financial condition and results of operations.
  • We could be adversely affected by any violations of the FCPA and other foreign anti-bribery laws, as well as of export controls and economic sanctions laws.
  • Risks Related to Manufacturing and Our Supply Chain
  • We depend upon a limited number of outside contract manufacturers, and our operations could be disrupted if our relationships with these contract manufacturers are compromised.
  • We may experience delays, disruptions or quality control problems in our contract manufacturers’ manufacturing operations, which could result in reputational damage and other liabilities to our customers.
  • We depend on a limited number of contract manufacturers for key components of our products to adequately meet anticipated demand. Due to the limited number of such contract manufacturers, any cessation of operations or production or any shortage, delay, price change, imposition of tariffs or duties or other limitation on our ability to obtain the components we use could result in sales delays, cancellations and loss of market share.
  • The interruption of the flow of components from international contract manufacturers could disrupt our supply chain, including as a result of the imposition of additional laws, duties, tariffs and other charges on imports and exports.
  • Failure by our contract manufacturers to use ethical business practices and comply with applicable laws and regulations may adversely affect our business.
  • We and our contract manufacturers are dependent on domestic and international transportation and logistics markets to deliver our products. If we or our contract manufacturers experience disruptions, unavailability or escalated pricing in the transportation and logistics markets, which include trucking, vessels, ports and related infrastructure and logistics, our business, results of operations and financial condition could be materially and adversely impacted.
  • Risks Related to Intellectual Property
  • If we fail, in whole or in part, to obtain, maintain, protect, defend or enforce our intellectual property and other proprietary rights, our business and results of operations could be materially harmed.
  • We may need to defend ourselves against third-party claims that we are infringing, misappropriating or otherwise violating third-party intellectual property rights, which could divert management’s attention, cause us to incur significant costs and prevent us from selling or using the products, services or technologies to which such rights relate.
  • We use “open-source” software, and any failure to comply with the terms of one or more open-source licenses could negatively affect our business.
  • Risks Related to Information Technology and Data Privacy
  • A significant cybersecurity incident or other disruption to our technology infrastructure could disrupt our business operations and cause financial and reputational damage.
  • Unauthorized disclosure of personal or sensitive data or confidential information, whether through our use of artificial intelligence ("AI"), a breach of our computer or information technology systems or otherwise, could severely hurt our business.
  • Failure to comply with current or future federal, state, local and foreign laws and regulations and industry standards relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, as well as our actual or perceived failure to comply with such laws and regulations could adversely affect our business, prospects, financial condition and results of operations.
  • Risks Related to Climate Change and Health Epidemics
  • We face risks related to extreme weather events caused by climate change and actual or threatened health epidemics, which could significantly disrupt our operations.

Legal proceedings

We may become involved in various claims, lawsuits, investigations, and other proceedings arising in the normal course of business.

United States Custom and Border Protection assessment

In March of 2023, United States Customs and Border Protection ("CBP") issued notices of tariff assessment that indicated an action taken at the Import Specialist (i.e., the port) level with respect to merchandise imported from Thailand under entry number 004-1058562-5 (the “625 Assessment”) and entry number 004-1063793-9 (the “Original 939 Assessment”, and collectively with the 625 Assessment, the “Original CBP Assessments”). The Original CBP Assessments related to certain torque beams that are used in our Voyager+ product that were imported in 2022. In the Original CBP Assessments, CBP asserted that Section 301 China tariffs, Section 232 steel and aluminum tariffs, and antidumping and countervailing duties applied to the merchandise. Based on correspondence received to date from CBP, including a recent partial acceptance by CBP of our protest on the 625 Assessment as described below, and our calculations based on applicable duty and tariff rates, the 625 Assessment is currently estimated at approximately $0.07 million. In September of 2023, CBP informed us that the amount owed under the Original 939 Assessment was being revised downward to approximately $2.01 million (the "Revised 939 Assessment", and together with the 625 Assessment, the "Revised CBP Assessments"). In particular, CBP accepted our position that the Section 301 tariffs of 25% or 7.5% of the value of the merchandise, depending on tariff classification, as well as the antidumping and countervailing duties, previously assessed under the Original 939 Assessment are not applicable as they are only applicable to articles that are products of China and that, in this case, the finished goods are products of Thailand.

The opening of Item 3, Legal Proceedings.12

Sources

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