Ambiq Micro (NASDAQ: AMBQ) grows Q1 2026 revenue 59% while investing heavily in AI edge chips
Ambiq Micro, Inc. reported strong top-line growth but continued losses for the quarter ended March 31, 2026. Net sales rose to $25.1 million from $15.7 million, driven by broad-based demand and new product launch ramps at higher average selling prices, including a new major customer.
Gross profit increased to $10.9 million, though gross margin declined to 43.5% due mainly to a non-monetary gain recorded in the prior year that did not repeat. Research and development expense grew to $12.8 million and selling, general and administrative expense to $9.7 million as the company invested in technology, personnel and public-company infrastructure, resulting in a net loss of $10.2 million.
Ambiq ended the quarter with $204.5 million in cash and cash equivalents, helped by $75.3 million of net proceeds from a January 2026 follow-on stock offering and $3.0 million from warrant exercises. The top three end customers represented 71% of net sales, and management highlights ongoing customer and geographic concentration, industry cyclicality and macroeconomic conditions as key business risks.
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Insights
Revenue is accelerating and liquidity is strong, but Ambiq remains loss-making and highly concentrated.
Ambiq delivered net sales of $25.1 million, up 59.3% year over year, showing rapid adoption of its ultra–low-power AI edge SoCs. Gross profit rose to $10.9 million, but gross margin slipped to 43.5% as a prior-year non-monetary gain of $1.6 million did not recur.
Operating expenses expanded materially, with research and development at $12.8 million and selling, general and administrative at $9.7 million, reflecting higher headcount, IP spending and stock-based compensation after the IPO. Net loss was $10.2 million, though the loss margin narrowed compared to the prior year.
Liquidity is a key strength: cash and cash equivalents reached $204.5 million, supported by a January 2026 follow-on offering that raised net proceeds of $75.3 million and warrant and option exercises. However, the top three end customers accounted for 71% of net sales and wafers are sourced from a single foundry in Taiwan, so customer and supply-chain concentration remain important structural risks discussed in the quarter’s commentary.
Key Figures
Key Terms
Sub-threshold Power Optimized Technology (SPOT®) technical
follow-on offering financial
redeemable convertible preferred stock financial
emerging growth company regulatory
non-GAAP net loss financial
valuation allowance financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
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Consolidated Statements of Changes in Stockholders’ Equity (Deficit) |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Quantitative and Qualitative Disclosures About Market Risk |
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Controls and Procedures |
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OTHER INFORMATION |
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Legal Proceedings |
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Risk Factors |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Defaults Upon Senior Securities |
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Mine Safety Disclosures |
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Other Information |
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Exhibits |
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Signatures |
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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
AMBIQ MICRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2026 and December 31, 2025
(Unaudited and in thousands, except share and per share amounts)
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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Table of Contents
AMBIQ MICRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the three months ended March 31, 2026 and 2025
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Net sales |
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Total operating expenses |
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Loss from operations |
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Net loss |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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Table of Contents
AMBIQ MICRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the three months ended March 31, 2026 and 2025
(Unaudited and in thousands, except share amounts)
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Balance January 1, 2025 |
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Stock-based compensation |
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Currency translation adjustment |
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Net loss |
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Balance March 31, 2025 |
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Balance January 1, 2026 |
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Issuance of common stock in connection with follow-on offering, net of deferred offering costs, underwriting discounts and commissions |
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Exercise of warrants |
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Exercise of stock options |
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RSUs vested |
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Stock-based compensation |
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Net loss |
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Balance March 31, 2026 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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Table of Contents
AMBIQ MICRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2026 and 2025
(Unaudited and in thousands)
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Prepaid expenses and other assets |
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Purchase of intangible assets |
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Payment of deferred offering costs |
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Cash and cash equivalents at end of period |
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Supplemental disclosure of non-cash investing and financing activities |
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Intangible assets in accounts payable, accrued and other long-term liabilities |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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Table of Contents
Ambiq Micro, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Business
Ambiq Micro, Inc. (the "Company") is a fabless semiconductor company that has developed semiconductor solutions based on a patented Sub-threshold Power Optimized Technology (SPOT®) platform that significantly reduces the amount of power consumed by integrated circuits. The following subsidiaries were formed by the Company and are wholly owned:
Ambiq Micro Singapore Private Ltd.
Shenzhen DeKean Electronics Co.
Ambiq Micro Asia Ltd.
Ambiq Micro Asia Ltd. Taiwan
Ambiq (Shenzhen) Electronics Co., Ltd.
Global Economic Considerations
The global macroeconomic environment is uncertain, and could be negatively affected by, among other things, increased U.S. disputes with countries that are existing trade partners, instability in the global capital and credit markets, supply chain weaknesses, instability in the geopolitical environment in Asia, Europe and the Middle East, and other tensions. Deterioration in economic factors arising from trade disputes between the United States and China, in particular, could have an adverse impact on the Company's financial results given its customer concentrations in both countries. Such challenges have caused, and may continue to cause, recession fears, fluctuations in interest rates, foreign exchange volatility and inflationary pressures through the imposition of tariffs on sensitive technologies, including semiconductors.
Despite the uncertainty of these challenges, the Company believes it has considered all appropriate factors when making financial estimates and will continue to evaluate the impact of any significant changes resulting from these and other factors affecting the Company’s business performance.
Liquidity and Capital Resources
During the three months ended March 31, 2026, the Company reported a net loss of $
2. Summary of Significant Accounting Policies
Basis of Accounting and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company and reflect all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for the fair presentation of its financial position, results of operations, cash flows and stockholders' equity for the interim periods presented. The statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information and include the accounts of the Company and its wholly owned subsidiaries. Accordingly, these statements do not include all information and footnotes required by U.S. GAAP for annual consolidated financial statements, and should be read in conjunction with the Company's audited consolidated financial statements as of and for the fiscal year ended December 31, 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results expected for the full fiscal year or future operating periods.
The condensed consolidated balance sheet as of December 31, 2025 has been derived from the Company’s audited consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.
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Table of Contents
Ambiq Micro, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
There have been no material changes to the Company’s significant accounting policies described in Note 2 - Summary of Significant Accounting Policies, of the notes to the Company’s audited consolidated financial statements.
Follow-On Offering
Deferred Offering Costs
Prior to the follow-on offering, deferred offering costs, consisting primarily of accounting, legal and other fees related to the follow-on offering, were capitalized within other current assets in the condensed consolidated balance sheets. Upon consummation of the follow-on offering, $
Concentration of Risks
Financial Instruments
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company maintains its cash and cash equivalent balances in highly rated financial institutions, which at times may exceed federally insured limits or be held in foreign jurisdictions. The Company has not experienced any loss relating to cash and cash equivalents in these accounts and believes no significant concentration risk exists with respect to cash. The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral.
Demand
The Company had
There were
The loss of one or more of these customers could have a material adverse impact on the Company’s results of operations and financial position.
End Customer Concentration
Although the Company recognizes revenue and directly invoices distributors for sales of its products, the timing and uncertainty of its revenue and cash flows are most impacted by the ultimate end customer.
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Table of Contents
Ambiq Micro, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
three months ended March 31, 2026 and 2025, based on the country of the corporate headquarters of the ultimate end customer (in thousands):
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China |
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Rest of the World* |
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Total |
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Supply
The Company's products depend on a sole supplier of wafers and a limited number of third-party manufacturers. The continued and timely supply of input materials and the availability of manufacturing capacity and packaging and testing services impact the Company's ability to meet customer demand. Supply chain disruptions, shortages of raw materials, and manufacturing limitations could limit the Company's ability to meet customer demand and result in delayed, reduced, or canceled orders. The Company has established relationships with leading suppliers and partners, and believes these relationships increase the resiliency of the Company's supply chain for its customers. From time to time, subject to inventory disruptions, the Company's customers may buy and hold excess inventories. Consequently, the Company may be subject to resulting fluctuations in the demand for its products.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Targeted Improvements to the Accounting for Internal-Use Software. The amendments require that an entity capitalize software costs when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting Narrow Scope Improvements, which is intended to clarify the guidance in ASC 270. The amendments address the form and content of interim financial statements, adds lists of the interim disclosures required by all other codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of adopting this ASU on its consolidated financial statements and related disclosures.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This guidance is effective for reporting periods beginning after December 15, 2025, with early adoption permitted. The Company's adoption of ASU 2025-05 electing the practical expedient method did not have a material impact on its financial position and results of operations.
8
Table of Contents
Ambiq Micro, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
3. Net Loss Per Share
The table below sets forth the computation of basic and diluted loss per share for the periods presented (in thousands, except share and per share amounts):
|
|
Quarter Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted average shares outstanding |
|
|
|
|
|
|
||
Basic and diluted loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
Since the Company incurred a net loss for the three months ended March 31, 2026 and 2025, the diluted net loss per share calculation excludes potentially dilutive securities.
|
|
Three months ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Redeemable convertible preferred stock |
|
|
|
|
|
|
||
Common warrants |
|
|
|
|
|
|
||
Preferred warrants |
|
|
|
|
|
|
||
Restricted stock units |
|
|
|
|
|
|
||
Stock options and employee stock purchase plan |
|
|
|
|
|
|
||
Total shares |
|
|
|
|
|
|
||
4. Inventories
The following table represents the components of inventories as of March 31, 2026 and December 31, 2025 (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
5. Property, Equipment and Software
Property, equipment and software consisted of the following as of March 31, 2026, and December 31, 2025 (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
Probe cards and photomasks |
|
$ |
|
|
$ |
|
||
Equipment |
|
|
|
|
|
|
||
Software |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Less: Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
9
Table of Contents
Ambiq Micro, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Property, equipment and software, net |
|
$ |
|
|
$ |
|
Depreciation expense relating to the Company's property, equipment and software was approximately $
6. Commitments and Contingencies
Contract Manufacturer Commitments
The Company relies on a third-party foundry and contract manufacturer for the manufacturing of its products. Generally, its foundry agreements do not have volume purchase commitments and primarily provide for purchase commitments based on purchase orders. Purchase orders are placed in advance with consideration of estimates of future demand. These purchase orders can be canceled and rescheduled upon agreement of the Company and the contract manufacturer. As of March 31, 2026 and 2025, the Company had total manufacturing purchase commitments of $
Litigation
From time to time, the Company may become involved in various legal actions arising in the ordinary course of business. As of March 31, 2026, management was not aware of any existing, pending, or threatened legal actions that would have a material impact on the financial position, results of operations, or cash flows of the Company.
7. Warrants, Redeemable Convertible Preferred Stock and Stockholders’ Equity
Common Stock
The Company's amended and restated certificate of incorporation authorizes for issuance up to
The holders of common stock are entitled to receive dividends at the discretion of the board of directors, subject to preferences that may apply to shares of preferred stock outstanding at the time.
All holders of common stock are entitled to
At March 31, 2026, the Company has reserved an aggregate of
Restricted stock units |
|
|
|
|
Stock options and employee stock purchase plan |
|
|
|
|
Total shares |
|
|
|
Preferred Stock
The Company's amended and restated certificate of incorporation provides its board of directors with the authority to issue up to
Warrants
10
Table of Contents
Ambiq Micro, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
During the three months ended March 31, 2026, a related party exercised
Redeemable Convertible Preferred Stock
During the three months ended March 31, 2025, there were no issuances, conversions, or other changes to the Company's redeemable convertible preferred stock across all series (Series Seed through Series G), with total shares and carrying values remaining unchanged from January 1, 2025 to March 31, 2025. As of March 31, 2026, all series of redeemable convertible preferred stock had been converted or redeemed, resulting in no shares outstanding and no carrying value.
11
Table of Contents
Ambiq Micro, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
8. Stock Option Plan and Stock-Based Compensation
In July 2025, the Company's board of directors adopted, and the Company's stockholders approved, the 2025 Equity Incentive Plan (the "2025 Plan"). The 2025 Plan became effective on July 29, 2025, the date the final prospectus was filed in connection with the Company's IPO. The 2025 Plan came into existence upon its adoption by the Company's board of directors. No further awards will be granted under the 2010 Equity Incentive Plan (the "2010 Plan") or 2020 Equity Incentive Plan (the "2020 Plan," and collectively, along with the 2025 Plan and 2010 Plan, the "Plans").
The following table summarizes the activity in total shares of common stock available for issuance under the 2025 Plan:
|
|
Shares |
|
|
Balance, January 1, 2026 |
|
|
|
|
Shares added |
|
|
|
|
Granted |
|
|
( |
) |
Forfeited |
|
|
|
|
Balance, March 31, 2026 |
|
|
|
|
Awards outstanding under the Plans remain subject to the terms of the respective Plans, but shares reserved for issuance under each of the 2010 Plan and 2020 Plan that were not subject to outstanding awards at the time the 2025 Plan became effective are no longer available for issuance.
The Company recognized approximately $
A summary of restricted stock units ("RSU") activity under the 2020 Plan and 2025 Plan are as follows:
|
|
Number |
|
|
Weighted-Average |
|
||||||
|
|
2020 Plan |
|
|
2025 Plan |
|
|
|
|
|||
RSUs outstanding at December 31, 2025 |
|
|
|
|
|
|
|
$ |
|
|||
RSUs granted |
|
|
|
|
|
|
|
$ |
|
|||
RSUs exercised/released |
|
|
( |
) |
|
|
|
|
$ |
|
||
RSUs cancelled and forfeited |
|
|
( |
) |
|
|
( |
) |
|
$ |
|
|
RSUs outstanding at March 31, 2026 |
|
|
|
|
|
|
|
$ |
|
|||
12
Table of Contents
Ambiq Micro, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The Company recognized approximately $
The total unrecognized stock-based compensation expense related to unvested RSUs and subject to recognition in future periods was approximately $
The following table summarizes the effects of stock-based compensation on cost of sales, research and development, and sales, general and administrative expenses granted under the Plans (in thousands) for the three months ended March 31, 2026 and 2025:
|
|
Three months ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cost of sales |
|
$ |
|
|
$ |
|
||
Research and development |
|
$ |
|
|
|
|
||
Sales, general and administrative |
|
$ |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The total unrecognized stock-based compensation expense related to unvested stock options and subject to recognition in future periods was approximately $
During the three months ended March 31, 2026, the Company received $
9. Income Taxes
Effective Tax Rate
The following table presents the provision for income taxes and the effective tax rates for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
Three months ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Loss before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
Income tax expense |
|
|
( |
) |
|
|
( |
) |
Effective tax rate |
|
|
% |
|
|
% |
||
The income tax amount for each of the three months ended March 31, 2026 and 2025 differs from the amount that would be expected after applying the statutory U.S. federal income tax rate primarily due to an increase in the valuation allowance. The effective tax rate was less than
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the net deferred tax assets are fully offset by a valuation balance at March 31, 2026 and December 31, 2025.
10. Related Party Transactions
The Company defines related parties as any party that controls or can significantly influence the management or operating policies of the Company to the extent that the Company may be prevented from fully pursuing its own interests, such as directors,
13
Table of Contents
Ambiq Micro, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
executive officers, and stockholders, including beneficial owners of greater than
During the three months ended March 31, 2026, a related party exercised common warrants for cash proceeds of $
For the three months ended March 31, 2025, the Company did
11. Segment and Geographic Information
The Company’s chief operating decision maker ("CODM") is the Company’s chief executive officer ("CEO"). The CODM reviews the financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources.
The following table sets forth the Company’s disaggregation of operating expenses that were reviewed by the CODM for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
Three months ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Research and development |
|
$ |
|
|
$ |
|
||
Sales and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Total operating expenses |
|
$ |
|
|
$ |
|
||
The following is a summary of net sales for the three months ended March 31, 2026 and 2025, based on the country to which the Company's products were shipped, which may be different from the geographic locations of the ultimate end customers (in thousands):
|
|
Three months ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
|
|
|
|
|
||
Taiwan |
|
|
|
|
|
|
||
China |
|
|
|
|
|
|
||
Singapore |
|
|
|
|
|
|
||
North America |
|
|
|
|
|
|
||
Rest of the World* |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
*Other countries individually less than 10% |
|
|
|
|
|
|
||
The following illustrates property, equipment and software, net, and right-of-use assets, net by geographic location based on physical location (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
Taiwan |
|
$ |
|
|
$ |
|
||
China |
|
|
|
|
|
|
||
North America |
|
|
|
|
|
|
||
Rest of the World* |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
*Other countries individually less than 10% |
|
|
|
|
|
|
||
14
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. We may, in some cases, use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
These forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this Quarterly Report on Form 10-Q and are subject to risks and uncertainties. We discuss many of these risks in greater detail under “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference and have filed as exhibits to this Quarterly Report on Form 10-Q, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q by these cautionary statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other
15
Table of Contents
person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations, except as required by law.
16
Table of Contents
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes thereto included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes thereto and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2025 ("Annual Report"), filed with the Securities and Exchange Commission ("SEC") on March 5, 2026. This discussion and analysis contains forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those described under “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and under the heading “Risk Factors” in our Annual Report and other filings we make with the SEC from time to time. You should carefully read the “Risk Factors” sections of this Quarterly Report on Form 10-Q and our Annual Report to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section titled “Special Note Regarding Forward-Looking Statements.”
Overview
We are a pioneer and leading provider of ultra-low power semiconductor solutions designed to address the significant power consumption challenges of general purpose and Artificial Intelligence (AI) compute – especially at the edge.
Our customers rely on Ambiq to deliver AI compute closer to end users (edge environments) where power consumption challenges are the most severe. We seek to drive growth in AI adoption at the edge in the personal devices, medical/healthcare, industrial edge, and smart home and building markets and continue to set new standards in edge AI performance and power efficiency. Over time, we expect to integrate our ultra-low power technology into additional chip products that benefit from greater power efficiency, including high-performance compute applications such as AI data centers and automotive.
To date, a majority of AI compute has been deployed in data centers due to its large physical scale and the need for wall plug energy, as AI compute requires enormous and steady energy resources. At the edge, however, power limitations have been especially acute due to small device size and limited battery life. We believe this greatly constrains the potential of AI to improve our daily on-the-go lives. Enabling AI at the edge, where the action takes place, with vastly improved power efficiency will allow faster real-time decision-making due to data proximity, greater data privacy, higher energy efficiency from reduced network usage, and less dependence on constant costly connections to the cloud. We believe new AI use cases will only be possible if edge devices are much more power efficient.
Our proprietary Sub-threshold Power Optimized Technology (SPOT®) platform is designed to fundamentally and cost-effectively reduce power consumption of battery- and wireline-powered devices alike. Depending on the application, devices incorporating SPOT demonstrate a two to five times reduction in power consumption compared to conventional integrated circuit designs. SPOT is a ground-breaking approach at the chip design level that incorporates sub- and near-threshold hardware, without using expensive manufacturing processes.
We provide a full stack solution encompassing tightly integrated hardware and software. Our solutions include a diverse family of systems-on-chip (SoCs) and the software required to enable on-chip AI processing, general compute, sensing, security, storage, wireless connectivity, and advanced graphics. Our SoC solutions deliver compute at a very small fraction of the power consumed by our competitors' products.
Our ultra-low power SoCs serve a wide range of markets requiring on-device and real-time AI, including smartwatches and fitness trackers, augmented and virtual reality (AR/VR) glasses, smart rings, digital health monitors, security systems and access control, livestock tracking, crop monitoring, and factory automation.
Body-worn AI devices drive a significant portion of our revenue today and often require weeks of battery life while running advanced AI-driven features. These devices increasingly offer on-chip AI-powered features such as speech recognition, domain-specific language models, image and video processing, and sensing, further straining power consumption, which our solutions are positioned to address.
As global demand for our SoC solutions accelerates, our sales and marketing efforts are increasingly focused on our end customers in target geographies such as the United States, Europe and Asia (ex-Mainland China).
For the three months ended March 31, 2026 and 2025, we generated net sales of $25.1 million and $15.7 million, respectively, and net losses of $10.2 million and $8.3 million, respectively. As of March 31, 2026, we had an accumulated deficit of $366.9 million.
17
Table of Contents
Follow-On Offering
On January 26, 2026, the Company completed a follow-on offering of 2,679,600 shares of common stock, at a public offering price of $31.00 per share, of which 2,636,651 shares were issued and sold by the Company and 42,949 shares were sold by certain selling stockholders. The Company received net proceeds of $75.3 million after deducting underwriting discounts and commissions of $4.9 million and offering expenses of approximately $1.5 million. The Company did not receive any proceeds from the sale of shares by the selling stockholders.
Key Factors Affecting Our Business
We believe that the growth of our business and our future success are dependent upon many factors including those described under “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and our Annual Report and the following key factors. While these factors present significant opportunities for us, they also pose challenges that we must successfully address in order to sustain the growth of our business and enhance our results of operations.
End Customer Concentration
We believe that our operating results for the foreseeable future will continue to depend to a significant extent on sales attributable to certain end customers. Our top three end customers collectively represented 71% of our total net sales for the three months ended March 31, 2026. We expect to continue to expand our customer base with new product development to reduce customer concentration. We have demonstrated strong end customer growth with technology leaders validating our technology platform and our robust product offerings. We work with our end customers at the front end of their design cycles, helping them develop next-generation products. The collaborative nature of these relationships provides us with enhanced visibility into our end customers’ future requirements, allowing us to expand our business and increase our content in future products.
Product Development and Adoption
We develop and sell leading-edge ultra-low power SoCs, tightly bundled with software and various other solutions that combine 32-bit microcontrollers (MCUs) with wireless connectivity and additional circuitry, such as graphics processing units, serial interfaces, and analog-to-digital interfaces. Our success is dependent on end customers adopting our new technology and preferring our products over competing offerings or technologies.
Our current end customer products are characterized by rapidly changing technologies, industry standards and technological obsolescence. We work closely with our end customers to understand their product roadmaps and strategies to forecast their future needs, which significantly influence our technology roadmap and development priorities. Our revenue performance is dependent on our ability to continually develop and introduce new products to meet the changing technology and performance requirements of the market and our end customers. Maintaining our competitive advantage is critical to our financial performance. We continue to expect to make significant investments in research and development, and our research and development expenses in a particular period may be significantly impacted by a specific product launch or engineering initiatives that we have undertaken to maintain our competitiveness or expand our product portfolio.
Unit Price and Volume and Gross Margins
Our revenue is driven by the number of units and average selling price (ASP) of our products, which can fluctuate from period to period based on the timing of our product lifecycle. The ASPs of our products vary significantly. While the ASP of any individual product generally decreases over time, our average ASPs have historically increased as we continue to introduce new higher-end products with higher ASPs.
Our product gross margins may fluctuate from period to period due to changes in our average selling price per unit due to new product launches and existing product mix with our end customer base. Our gross margins are also impacted by any changes to our manufacturing yield and wafer assembly and testing costs. We routinely experience increased prices for silicon wafers, packaging, printed circuit boards, and testing costs, which are used in our manufacturing process. As a result, our gross margins are impacted by our ability to offset any increases in our cost structure through increased prices, productivity improvements, or other means.
Cyclical Nature of the Semiconductor Industry
The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence, price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand. Historically, the industry has experienced significant downturns during global recessions. These downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices.
18
Table of Contents
Furthermore, any significant upturn in the semiconductor industry could result in increased competition for access to third-party wafer fabrication and assembly capacity. We are dependent on the availability of this capacity to manufacture and assemble our products and we can provide no assurance that adequate capacity will be available to us in the future. Any downturns or upturns in the semiconductor industry could harm our business, financial condition and results of operations. Our revenue has historically been subject to some seasonal variation. However, with rapid changes in technology development and our markets, the seasonal factors that affect our business may change from time to time.
Geographical Concentration
As we focus on creating meaningful benefits to our end customers for their edge AI capabilities, we are shifting our geographic concentration. Historically, our sales were significantly concentrated with end customers in Mainland China. Given geopolitical concerns, subsidized competitors creating a price sensitive environment in Mainland China and our desire to service new markets in medical/healthcare, industrial edge, and smart home and buildings, we continue to prioritize our management and sales efforts toward other meaningful geographies. During the first quarter of 2026, 13.7% of our net sales were to end customers in Mainland China, as compared to 6.2% during the first quarter of 2025. While this represents an increase, certain sales will continue to be evaluated if they represent higher-margin opportunities.
Additionally, we source all of our wafers from TSMC, located in Taiwan. Deterioration in the political, social, business or economic conditions in the jurisdictions in which TSMC or other suppliers operate could slow or halt product shipments or disrupt our ability to manufacture, package, test or post-process products. In response, we could be forced to transfer our manufacturing, packaging, testing and post-processing activities to more stable, and potentially more costly, regions or find alternative suppliers. Therefore, our supply of wafers and other critical components may be materially and adversely affected by certain political, social and economic risks which could adversely affect our business, financial condition and results of operations.
Economic Volatility
Our sales and gross margin depend significantly on general economic conditions and the demand for products in the markets where our end customers compete. Weaknesses in the global economy and financial markets, including the impact of new and ongoing global conflicts may in the future lead to lower demand for our end customers’ products that incorporate our products. Volatile and/or uncertain economic conditions, including increased inflation rates and the imposition of tariffs in the United States and abroad can adversely impact sales and gross margin and make it difficult for us to accurately forecast and plan our future business activities. In addition, any disruption in the credit markets could impede our access to capital, which could be further adversely affected if we are unable to obtain or maintain favorable credit ratings. If we have limited access to additional financing sources, we may be required to defer capital expenditures or seek other sources of liquidity, which may not be available to us on acceptable terms or at all.
Components of our Operating Results
Net Sales
We are a products-focused business. Our net sales are recognized when control of our products is transferred to our customers for consideration that we expect to receive for our products, net of returns and allowances. Our net sales are driven by the average selling price of our products, product volumes, and mix of products sold. Our end customers represent the actual user of our product, whether sold directly to or through a distributor.
Cost of Sales
Our cost of sales includes the cost of purchasing finished wafers manufactured by independent foundries and costs associated with the assembly, testing, shipping and handling of products along with allocated costs for salary, stock compensation and related benefits for personnel involved in the manufacturing of our products. Cost of sales also includes depreciation for equipment and photomasks supporting the manufacturing process, write downs of inventory, sell-through of products previously reserved for, IP royalties, amortization of IP licensing fees, logistics, quality assurance, warranty, and other costs incurred by us.
19
Table of Contents
Operating Expenses
Our operating expenses are categorized as research and development costs or selling, general, and administrative expenses and classified based on the descriptions below:
Research and Development Costs
Research and development costs are expensed as incurred. Research and development costs consist primarily of compensation-related expenses, including salaries, benefits, and stock-based compensation expense for employees that support our research and development organization, external consulting and services costs, licensing fees, equipment tooling and allocations of other costs we incur. Assets purchased to support our ongoing research and development activities are capitalized when related to products that have achieved technological feasibility or have an alternative future use and are amortized over their estimated useful lives. We expect research and development costs to increase as a public company as we intend to reinvest our proceeds into our future product development and the expansion of our current product offerings.
Selling, General, and Administrative Expenses
Our selling, general, and administrative expenses consist of compensation-related expenses, including salaries, benefits, and stock-based compensation expense for employees that support our sales, finance, human resources, marketing, and other corporate functional support. Selling, general, and administrative also includes insurance costs, rent and lease expenses, travel and entertainment, and general corporate expenses, such as accounting, audit, legal, regulatory, and tax compliance. We expect selling, general, and administrative expenses to increase in absolute dollars as we incur increased accounting, legal and professional fees and other costs associated with being a public company.
Other Income (Expense), net
Other income (expense), net reflects interest income generated from our cash on hand being invested in interest-bearing accounts. Our other expenses are principally the mark-to-market valuation of our warrant liabilities and the impact of foreign exchange gains and losses on our results.
Provision for Income Taxes
Our provision for income taxes includes federal, foreign and state taxes. Income taxes are accounted for using the asset and liability method.
Results of Operations
The results of operations data in the following tables for the periods presented have been derived from the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
20
Table of Contents
Comparison of Three Months Ended March 31, 2026 and 2025
The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025:
|
|
Three months ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Net sales |
|
$ |
25,060 |
|
|
$ |
15,732 |
|
Cost of sales |
|
|
14,169 |
|
|
|
7,343 |
|
Gross profit |
|
|
10,891 |
|
|
|
8,389 |
|
Operating expenses: |
|
|
|
|
|
|
||
Research and development |
|
|
12,832 |
|
|
|
8,687 |
|
Selling, general and administrative |
|
|
9,748 |
|
|
|
8,443 |
|
Loss from operations |
|
|
(11,689 |
) |
|
|
(8,741 |
) |
Other income, net |
|
|
1,521 |
|
|
|
461 |
|
Loss before income taxes |
|
|
(10,168 |
) |
|
|
(8,280 |
) |
Provision for income taxes |
|
|
3 |
|
|
|
4 |
|
Net loss |
|
$ |
(10,171 |
) |
|
$ |
(8,284 |
) |
The following table summarizes the results of our operations for the three months ended March 31, 2026 and 2025 as a percentage of net sales. All percentage amounts were calculated using the underlying data:
|
|
Three months ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of sales |
|
|
56.5 |
% |
|
|
46.7 |
% |
Gross profit |
|
|
43.5 |
% |
|
|
53.3 |
% |
Operating expenses: |
|
|
|
|
|
|
||
Research and development |
|
|
51.2 |
% |
|
|
55.2 |
% |
Selling, general and administrative |
|
|
38.9 |
% |
|
|
53.7 |
% |
Loss from operations |
|
|
(46.6 |
)% |
|
|
(55.6 |
)% |
Other income, net |
|
|
6.1 |
% |
|
|
2.9 |
% |
Loss before income taxes |
|
|
(40.6 |
)% |
|
|
(52.6 |
)% |
Provision for income taxes |
|
|
0.0 |
% |
|
|
0.0 |
% |
Net loss |
|
|
(40.6 |
)% |
|
|
(52.7 |
)% |
Net Sales
(in thousands, except percentages)
|
Three months ended |
|
|
|
|
||||||
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Net sales |
$ |
25,060 |
|
|
$ |
15,732 |
|
|
|
59.3 |
% |
Net sales increased $9.3 million or 59.3% for the three months ended March 31, 2026. The growth was broad-based across our major customer base, with two customers exhibiting particularly strong demand driven by new product launch ramps at higher average sales prices annually. Furthermore, we introduced a new major customer to support our new product launch which led to significant
21
Table of Contents
revenues in the first quarter of 2026. These launches, combined with increased customer demand, were the primary drivers of the net sales improvement over March 31, 2025.
Gross Profit and Gross Margin
(in thousands, except percentages)
|
|
Three months ended |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Gross profit |
|
$ |
10,891 |
|
|
$ |
8,389 |
|
|
|
29.8 |
% |
Gross margin |
|
|
43.5 |
% |
|
|
53.3 |
% |
|
|
|
|
Gross profit increased $2.5 million, or 29.8%, to $10.9 million for the three months ended March 31, 2026, from $8.4 million for the three months ended March 31, 2025. The increase was primarily driven by the increase in net sales. However, gross margin decreased 980 basis points primarily due to a non-monetary gain of $1.6 million in the first quarter of 2025, which did not repeat during the first quarter of 2026.
Research and Development Expenses
(in thousands, except percentages)
|
|
Three months ended |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Research and development |
|
$ |
12,832 |
|
|
$ |
8,687 |
|
|
|
47.7 |
% |
Research and development expenses for the three months ended March 31, 2026 increased $4.1 million, or 47.7%, to $12.8 million in the first quarter of 2026 from $8.7 million in the first quarter of 2025. The overall increase in research and development expenses was primarily attributable to increased intellectual property development and technology spend in addition to higher contractor and compensation-related costs, including share-based compensation expenses associated with RSU grants after our IPO. The Company hired 15 additional employees year over year in line with our Atomiq development plan.
Selling, General and Administrative Expenses
(in thousands, except percentages)
|
|
Three months ended |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Selling, general and administrative |
|
$ |
9,748 |
|
|
$ |
8,443 |
|
|
|
15.5 |
% |
Selling, general and administrative expenses increased $1.3 million, or 15.5%, to $9.7 million for the three months ended March 31, 2026, compared to $8.4 million in the first quarter of 2025. The increase was primarily attributable to higher variable compensation for the Company's internal incentive compensation programs, internal and third-party sales commissions, which increased with higher revenue earned during the quarter, and incremental costs associated with our ongoing obligations as a public company including audit, legal and compliance-related fees. Additionally, there were increased share-based compensation expenses associated with RSU grants after our IPO.
Other Income, Net
(in thousands, except percentages)
|
|
Three months ended |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Other income, net |
|
$ |
1,521 |
|
|
$ |
461 |
|
|
|
229.9 |
% |
22
Table of Contents
Other income, net increased $1.1 million, or 229.9%, to $1.5 million for the three months ended March 31, 2026, compared to $0.5 million in the same period of 2025. The increase was primarily attributable to higher interest income earned on greater cash proceeds raised through our IPO and January 2026 follow-on offering. We expect other income to fluctuate in future periods based on prevailing interest rates and changes in our cash balances.
Provision for Income Taxes
We recorded minimal income tax expense in the first quarter of 2026 on a pre-tax loss of $10.2 million, yielding an effective tax rate of 0.03%. We recorded minimal income tax expense during the first three months of 2025 on a pre-tax loss of $8.3 million, yielding an effective tax rate of 0.05%. Our effective tax rate was lower than the U.S. statutory rate of 21%, primarily due to the change in valuation allowance.
Liquidity and Capital Resources
We have funded operations primarily through equity financings and cash from operations. We have historically incurred losses and negative cash flows from operations and anticipate continuing to incur losses as we heavily invest in product development. In January 2026, we completed a follow-on offering, which resulted in net proceeds of $75.3 million after deducting underwriting discounts and commissions of $5.0 million and offering expenses of $1.5 million. In addition to the net proceeds from our IPO and our January 2026 follow-on offering, we continue to improve our operating margins through revenue growth and strategic transition to more profitable opportunities. As of March 31, 2026, we had $204.5 million in cash and cash equivalents. Our principal use of cash is to fund our operations, invest in research and development to support our growth and other general corporate needs.
We believe that our cash on hand and anticipated cash from operations will be sufficient to finance our operations for at least the next twelve months from the date of this Quarterly Report on Form 10-Q.
Our future capital requirements will depend on many factors including our growth rate, the timing and extent of our selling, general and administrative and research and development expenditures, and the continuing market acceptance of our products. Additionally, we anticipate continued additional costs associated with being a public company. If our current financial resources are not sufficient to satisfy our liquidity requirements, we may be required to seek additional financing. If we raise additional funds by issuing equity securities, our stockholders will experience dilution. Debt financing, if available, may contain covenants that significantly restrict our operations or our ability to obtain additional debt financing in the future. In the event that we need to borrow funds or issue additional equity, we cannot assure you that any such additional financing will be available on terms acceptable to us, if at all. If we are unable to raise additional capital when we need it, our business, results of operations, and financial condition would be adversely affected.
Cash Flows from Operating, Investing and Financing Activities
Changes in the net cash provided by (used in) our operating, investing, and financing activities for the three months ended March 31, 2026 and 2025 are set forth in the following table:
|
|
Three months ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Net cash (used in) provided by operating activities |
|
$ |
(11,173 |
) |
|
$ |
1,406 |
|
Net cash used in investing activities |
|
|
(4,021 |
) |
|
|
(1,116 |
) |
Net cash provided by financing activities |
|
|
79,444 |
|
|
|
148 |
|
Operating Activities
For the three months ended March 31, 2026, cash flow used for operations was $11.2 million. Operating cash flow used during the three months ended March 31, 2026 was related to the cash components of our net loss and $6.4 million of unfavorable changes in working capital driven primarily by building $6.5 million in inventory, offset by $0.1 million resulting from the timing of our sales to customers and payments to our vendors.
For the three months ended March 31, 2025, cash flow generated in operations was $1.4 million. Operating cash flow generated during the quarter was related to the cash components of our net loss and $8.3 million of favorable changes in working capital driven primarily by $0.3 million of lower inventory purchases offset by $8.6 million resulting from the timing of our sales to customers and payments to our vendors.
23
Table of Contents
Investing Activities
For the three months ended March 31, 2026, we used $4.0 million in cash for investing activities, which related to $3.4 million of technology investments in intangible assets and $0.6 million in capital expenditures.
For the three months ended March 31, 2025, we used $1.1 million in cash for investing activities, which related primarily to $1.0 million of technology investments in intangible assets.
Financing Activities
For the three months ended March 31, 2026, we generated $79.4 million related to financing activities, driven by follow-on offering proceeds net of deferred offering costs, underwriting discounts, and commissions of $75.3 million, the exercise of warrants of $3.0 million and the exercise of stock options of $1.1 million.
For the three months ended March 31, 2025, we generated approximately $0.1 million in financing activities, driven primarily by proceeds from the exercise of stock options.
Non-GAAP Financial Measures
We use non-GAAP net loss and non-GAAP gross profit, both non-GAAP financial measures, to help us make strategic decisions, establish budgets and operational goals for managing our business, analyze our financial results, and evaluate our performance. We define non-GAAP net loss as our net loss adjusted to exclude expenses not directly attributable to the performance of our operations, such as income taxes, depreciation and amortization, stock-based compensation, gain on nonmonetary transaction, severance costs, IPO-related transaction costs, and warrant valuation. We define non-GAAP gross profit as our gross profit adjusted to exclude expenses not directly attributable to gross profit, such as depreciation and amortization, stock-based compensation and non-monetary transactions.
We present the non-GAAP financial measures non-GAAP net loss and non-GAAP gross profit in this Quarterly Report on Form 10-Q because we believe these non-GAAP financial measures provide additional tools for investors to use in comparing our core business and results of operations over multiple periods with other companies in our industry, many of which present similar non-GAAP financial measures to investors. However, our presentation of non-GAAP net loss and non-GAAP gross profit may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. Non-GAAP net loss and non-GAAP gross profit have limitations, and should not be considered as the sole measures of our performance and should not be considered in isolation from, or as a substitute for, net loss and gross profit calculated in accordance with GAAP.
Some of these limitations are that non-GAAP net loss and non-GAAP gross profit:
Because of these limitations, we consider, and you should consider, non-GAAP net loss and non-GAAP gross profit alongside other financial performance measures, including net loss and gross profit and our other GAAP results. A reconciliation of our non-GAAP net loss to net loss and non-GAAP gross profit to gross profit, the most directly comparable financial measures stated in accordance with GAAP, are provided below. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to their most directly comparable GAAP financial measure.
The following tables reconcile the most directly comparable GAAP financial measure to each of these non-GAAP financial measures.
24
Table of Contents
Non-GAAP Net Loss:
|
|
Three months ended |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
|
|
(in thousands) |
|
|
|||||
Net loss |
|
$ |
(10,171 |
) |
|
$ |
(8,284 |
) |
|
Add: |
|
|
|
|
|
|
|
||
Income taxes |
|
|
3 |
|
|
|
4 |
|
|
Depreciation and amortization |
|
|
1,740 |
|
|
|
1,961 |
|
|
Stock-based compensation |
|
|
3,362 |
|
|
|
851 |
|
|
Gain on nonmonetary transaction |
|
|
— |
|
|
|
(1,600 |
) |
|
Severance costs |
|
|
20 |
|
|
|
— |
|
|
IPO and other transaction costs |
|
|
— |
|
|
|
1,793 |
|
|
Warrant valuation |
|
|
— |
|
|
|
58 |
|
|
Non-GAAP net loss |
|
$ |
(5,046 |
) |
|
$ |
(5,217 |
) |
|
During the three months ended March 31, 2025, the Company received nonreciprocal transfer of assets from a vendor. The total fair value of nonmonetary transactions recorded during the first three months of 2025 was approximately $1.6 million, which was recognized as a gain in cost of sales.
Non-GAAP Gross Profit:
|
|
Three months ended |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
|
|
(in thousands) |
|
|
|||||
Gross profit |
|
$ |
10,891 |
|
|
$ |
8,389 |
|
|
Add: |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
499 |
|
|
|
562 |
|
|
Stock-based compensation |
|
|
187 |
|
|
|
61 |
|
|
Gain on nonmonetary transaction |
|
|
— |
|
|
|
(1,600 |
) |
|
Non-GAAP gross profit |
|
$ |
11,577 |
|
|
$ |
7,412 |
|
|
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition are based upon the consolidated financial statements of this business, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, revenue reserves, inventory valuation, stock-based compensation, taxes on income, warranty obligations and contingencies and litigation. We based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and such differences may be material to the financial statements. We believe that the accounting policies and estimates described below are the most meaningful to our operations or require management’s most difficult, subjective or complex judgments. Judgments or uncertainties affecting the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. Our significant accounting policies are described in Note 2 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K.
Recently Issued and Adopted Accounting Pronouncements
For more information regarding recently issued accounting pronouncements, see Note 2 to our condensed consolidated financial
25
Table of Contents
statements included elsewhere in this Quarterly Report on Form 10-Q.
Controls and Procedures
We are not currently required to comply with all the provisions of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act). Our management is not required to certify as to the effectiveness of our internal control over financial reporting until our second annual report on Form 10-K following our IPO. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will our independent registered public accounting firm be required to provide an attestation report on the effectiveness of our internal control over financial reporting. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement. However, we do have internal controls in place in key areas of risk.
Emerging Growth Company and Smaller Reporting Company Status
We are an “emerging growth company,” as defined in the JOBS Act, enacted in April 2012. We intend to take advantage of certain exemptions under the JOBS Act from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.
We will remain an emerging growth company and may take advantage of these exemptions until the earliest of: (i) December 31, 2030; (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information specified under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer have concluded that these disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2026.
26
Table of Contents
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
As of the date of this Quarterly Report on Form 10-Q, to our knowledge, we are not party to and our property is not subject to any material pending legal proceedings. However, from time to time, we may become involved in legal proceedings or subject to claims that arise in the ordinary course of our business activities. Regardless of the outcome, such legal proceedings or claims could have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors.
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Use of Proceeds
On July 31, 2025, we closed our initial public offering of our common stock pursuant to a registration statement on Form S-1 (File No. 333-288497), as amended, which was declared effective by the SEC on July 29, 2025, and a registration statement on Form S-1 (File No. 333-289060), which was deemed effective on July 29, 2025. There has been no material change in the expected use of the net proceeds from the IPO as described in the Final Prospectus dated July 29, 2025 and filed with the SEC pursuant to Rule 424(b)(4) on July 31, 2025.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the three months ended March 31, 2026,
27
Table of Contents
Item 6. Exhibits.
|
|
Incorporated by Reference |
|||||
Exhibit Number |
|
Description |
Form |
File No. |
Exhibit |
Filing Date |
|
3.1 |
|
Amended and Restated Certificate of Incorporation of the Company. |
8-K |
001-42766 |
3.1 |
July 31, 2025 |
|
3.2 |
|
Amended and Restated Bylaws of the Company |
S-1/A |
333-288497 |
3.6 |
July 21, 2025 |
|
10.1^ |
|
Lease by and between Ambiq Micro Singapore Private LTD. and HSBC Institutional Trust Services (Singapore) Limited, dated December 22, 2025 |
|
|
|
|
|
31.1 |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
31.2 |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
32.1* |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
32.2* |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
|
|
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
|
^ Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.
* The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or 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 (including this report), unless the Company specifically incorporates the foregoing information into those documents by reference.
28
Table of Contents
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 thereunto duly authorized.
|
|
AMBIQ MICRO, INC. |
|
|
|
|
|
Date: May 12, 2026 |
|
By: |
/s/ Fumihide Esaka |
|
|
|
Fumihide Esaka |
|
|
|
Chief Executive Officer |
|
|
|
|
Date: May 12, 2026 |
|
By: |
/s/ Jeffrey G. Winzeler |
|
|
|
Jeffrey G. Winzeler |
|
|
|
Chief Financial Officer |
29