STOCK TITAN

Innoviz 2026 nine-month net loss widens to $64.3M

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
6-K

Rhea-AI Filing Summary

Innoviz Technologies Ltd. reported nine-month 2026 revenue of $37.3 million, down 12% from $42.4 million a year earlier, and a net loss of $64.3 million versus $46.5 million. Gross margin was (6)% versus 26%, while operating activities used $48.5 million versus $38.8 million.

It closed a registered direct offering on July 29, 2026, of 66,666,667 ordinary shares at $0.45 each, generating approximately $30.0 million in gross proceeds and $27.6 million in net proceeds. Initial orders from a defense customer were approximately $3.5 million for several hundred LiDAR units. As of September 30, 2026, it had approximately $54.4 million in cash and cash equivalents, short-term bank deposits, short-term restricted cash and marketable securities, which it expects will be sufficient to execute its business plan for at least the next 12 months.

A Q4 2026 operations realignment is planned, with the workforce expected to be reduced by approximately 20% and annualized savings of approximately $17.5 million anticipated. Nasdaq granted an additional 180-day period to regain the minimum bid price requirement through March 22, 2027; shareholders approved a reverse-split ratio within 1-for-5 to 1-for-20, to be set by the board.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Moderate point. Forward-looking: it has not happened yet and may not happen.$17.5 million in annualized savings is anticipated from the Q4 2026 operations realignment.

Negative

  • Major pointNine-month net loss was $64.3 million, versus $46.5 million.
  • Moderate pointNine-month revenue declined 12%, to $37.3 million from $42.4 million.
  • Moderate pointGross margin was (6)%, compared with 26% in the prior-year period.
  • Moderate pointOperating cash use was $48.5 million, compared with $38.8 million.

Filing Explained

By September 30, 2026, shares outstanding were 298,674,127 versus 214,090,980 at year-end 2025; nine-month gross margin was negative 6 percent versus 26 percent.

The November 12, 2026 Form 6-K furnishes unaudited statements and review for the nine months ended September 30, 2026; it reports 298,674,127 ordinary shares outstanding then, versus 214,090,980 on December 31, 2025. That increase in share count reduces existing holders’ percentage ownership absent offsetting changes.

The company reports that ATM sales during the nine months issued and sold 11,826,253 shares for approximately $8.0 million net; an at-the-market program allows an issuer to sell new shares gradually at prevailing market prices.

For the nine months, gross margin was negative 6%, compared with 26% in 2025. The company attributes the margin decline mainly to lower machinery and non-recurring engineering revenue and increased excess and obsolete inventory, partly offset by higher LiDAR sensor sales.

Revenue $37.3 million Nine months ended September 30, 2026; $42.4 million in 2025
Net loss $64.3 million Nine months ended September 30, 2026; $46.5 million in 2025
Gross margin (6)% Nine months ended September 30, 2026; 26% in 2025
Cash used in operating activities $48.5 million Nine months ended September 30, 2026; $38.8 million in 2025
Cash, deposits and marketable securities Approximately $54.4 million As of September 30, 2026; expected to fund the business plan for at least the next 12 months
July 2026 registered direct offering 66,666,667 ordinary shares at $0.45 per share; approximately $30.0 million gross proceeds and $27.6 million net proceeds Closed July 29, 2026
Anticipated annualized savings Approximately $17.5 million Q4 2026 operations realignment
Planned workforce reduction Approximately 20% Q4 2026 operations realignment
at-the-market program financial
"we launched an at-the-market program with Jefferies LLC"
An at-the-market program is a way for a company to sell new shares of its stock gradually over time directly into the stock market, rather than all at once. This approach allows the company to raise money as needed while giving investors the opportunity to buy shares at current market prices. It helps manage the timing and price of new stock offerings, providing flexibility for both the company and investors.
Non-Recurring Engineering services financial
"decreased sales of NRE (Non-Recurring Engineering services)"
Remaining Performance Obligation financial
"The Company’s remaining performance obligations are comprised mainly"
Remaining performance obligation is the amount of work or services a company still needs to deliver to a customer under a contract. It matters because it shows how much revenue the company can expect to earn in the future from that contract, helping investors understand the company's ongoing business and growth potential.
anti-dilutive effect financial
"excluded from the calculation ... due to their anti-dilutive effect"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What revenue and net loss did INVZ report for the first nine months of 2026?

Innoviz reported $37.3 million in revenue and a $64.3 million net loss for the nine months ended September 30, 2026. The comparable 2025 figures were $42.4 million in revenue and a $46.5 million net loss.

How much did INVZ raise in its July 2026 offering?

The company sold 66,666,667 ordinary shares at $0.45 each and received approximately $30.0 million in gross proceeds. The offering closed July 29, 2026, with approximately $27.6 million in net proceeds after placement agent fees and offering expenses.

What is the INVZ ATM program limit, and how much did it generate in 2026?

The ATM Program permits Innoviz to offer and sell ordinary shares with an aggregate offering price of up to $75 million. During the nine months ended September 30, 2026, it sold 11,826,253 shares through the program for approximately $8.0 million in net proceeds.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001835654falseQ3December 312026-09-30
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2026

 

Commission File Number: 001-40310

 

 

 

INNOVIZ TECHNOLOGIES LTD.

(Translation of registrant’s name into English)

 

 

 

Innoviz Technologies Campus

5 Uri Ariav Street, Bldg. C

Nitzba 300, Rosh HaAin, Israel

 (Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  ☒        Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

Innoviz Technologies Ltd. (the “Company”) hereby furnishes the following documents as exhibits 99.1 and 99.2:

 

Exhibit No.   Description
99.1   Company’s Interim Unaudited Consolidated Financial Statements as of September 30, 2026 and for the Nine Months Ended September 30, 2026 and September 30, 2025
99.2   Operating and Financial Review and Prospects

 

This Report on Form 6-K and related exhibits are incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-265170 and 333-289554) and Form S-8 (File Nos. 333-255511, 333-265169, 333-270416, 333-277852, 333-285758 and 333-292573), and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Innoviz Technologies Ltd.

 
       
 

By:

/s/ Eldar Cegla  
    Name: Eldar Cegla  
    Title: Chief Financial Officer  

 

Date: November 12, 2026

 

 
Includes revenues from United States in the amount of $4,900 and $3,712 for the nine months ended September 30, 2026 and 2025, respectively. 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Exhibit 99.1

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF SEPTEMBER 30, 2026

 

UNAUDITED

 

INDEX

 

 Page
  
Interim Consolidated Balance SheetsF-2 - F-3
  
Interim Consolidated Statements of OperationsF-4
  
Interim Statements of Changes in Shareholders' EquityF-5
  
Interim Consolidated Statements of Cash FlowsF-6 - F-7
  
Notes to Interim Consolidated Financial StatementsF-8 - F-16

 

- - - - - - - - - - -

 

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. dollars in thousands (except share and per share data)

     

    September 30,     December 31,  
    2026     2025  
      ASSETS                
                 
CURRENT ASSETS:                
Cash and cash equivalents   $ 22,812     $ 8,638  
Short-term restricted cash     16       16  
Bank deposits     22,736       54,010  
Marketable securities     8,855       9,466  
Trade receivables, net     10,484       9,978  
Inventory     5,227       3,344  
Prepaid expenses and other current assets     6,608       4,780  
Total current assets     76,738       90,232  
                 
      LONG-TERM ASSETS:                
Restricted deposits     3,321       3,189  
Property and equipment, net     19,210       19,856  
Operating lease right-of-use assets, net     22,990       25,086  
Other long-term assets     850       89  
Total long-term assets     46,371       48,220  
                 
Total assets   $ 123,109     $ 138,452  

 

The accompanying notes are an integral part of the interim consolidated financial statements.

 

F - 2

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. dollars in thousands (except share and per share data)

 

    September 30,     December 31,  
    2026     2025  
      LIABILITIES AND SHAREHOLDERS' EQUITY                
                 
CURRENT LIABILITIES:                
Trade payables   $ 9,594     $ 8,599  
Deferred revenues     2,523       1,852  
Employees and payroll accruals     10,244       9,027  
Accrued expenses and other current liabilities     6,984       5,998  
Operating lease liabilities     6,236       5,949  
Total current liabilities     35,581       31,425  
                 
LONG-TERM LIABILITIES:                
Operating lease liabilities     27,311       29,302  
Warrants liability     -       7  
Total long-term liabilities     27,311       29,309  
                 
SHAREHOLDERS' EQUITY:                
Ordinary shares of no-par value: Authorized: 500,000,000 shares as of September 30, 2026 and December 31, 2025; Issued and outstanding: 298,674,127 and 214,090,980 shares as of September 30, 2026 and December 31, 2025, respectively     -       -  
Additional paid-in capital     922,378       875,558  
Accumulated deficit     (862,161 )     (797,840 )
Total shareholders' equity     60,217       77,718  
                 
 Total liabilities and shareholders' equity   $ 123,109     $ 138,452  

 

The accompanying notes are an integral part of the interim consolidated financial statements.

 

F - 3

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

U.S. dollars in thousands (except share and per share data)

 

   

Nine Months Ended  

September 30, 

 
    2026     2025  
             
Revenues   $ 37,315     $ 42,415  
Cost of revenues     (39,442 )     (31,575 )
                 
Gross profit (loss)     (2,127 )     10,840  
                 
Operating expenses:                
Research and development     40,747       40,354  
Sales and marketing     6,258       4,183  
General and administrative     16,678       13,109  
                 
Total operating expenses     63,683       57,646  
                 
Operating loss     (65,810 )     (46,806 )
                 
Financial income, net     1,597       385  
                 
Loss before taxes on income     (64,213 )     (46,421 )
Taxes on income     (108 )     (119 )
                 
Net loss   $ (64,321 )   $ (46,540 )
                 
Basic and diluted net loss per ordinary share   $ (0.27 )   $ (0.24 )
                 
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share     238,690,154       196,237,671  

 

The accompanying notes are an integral part of the interim consolidated financial statements.

 

F - 4

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)

U.S. dollars in thousands (except share and per share data)

 

   

Ordinary Shares

    Additional    

Accumulated

    Total

Shareholders'

 
    Number    

Amount

   

Paid-in Capital

   

Deficit

   

Equity

 
                               
Balance as of January 1, 2025     169,397,030     $ -     $ 808,974     $ (730,045 )   $ 78,929  
Issuance of ordinary shares and warrants, net of issuance costs     28,776,978       -       37,289       -       37,289  
Issuance of ordinary shares under the Sales Agreement, net of issuance costs     4,894,936       -       7,927       -       7,927  
Exercise of shares options     1,008,454       -       710       -       710  
Vesting of RSUs     4,464,758       -       -       -       -  
Share-based compensation     -       -       11,352       -       11,352  
Net loss     -       -       -       (46,540 )     (46,540 )
                                         
Balance as of September 30, 2025     208,542,156     $ -     $ 866,252     $ (776,585 )   $ 89,667  
                                         
Balance as of January 1, 2026     214,090,980     $ -     $ 875,558     $ (797,840 )   $ 77,718  
Issuance of ordinary shares under the Sales Agreement, net of issuance costs     11,826,253       -       7,984       -       7,984  
Issuance of ordinary shares, net of issuance costs     66,666,667       -       27,604       -       27,604  
Exercise of shares options     169,465       -       43       -       43  
Vesting of RSUs     5,920,762       -       -       -       -  
Share-based compensation     -       -       11,189       -       11,189  
Net loss     -       -       -       (64,321 )     (64,321 )
                                         
Balance as of September 30, 2026     298,674,127     $ -     $ 922,378     $ (862,161 )   $ 60,217  

 

The accompanying notes are an integral part of the interim consolidated financial statements.

 

F - 5

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands (except share and per share data)

 

   

Nine Months Ended  

September 30,

 
    2026     2025  
Cash flows from operating activities:                
                 
   Net loss   $ (64,321 )   $ (46,540 )
   Adjustments required to reconcile net loss to net cash used in operating activities:                
                 
Depreciation and amortization     3,914       4,076  
Remeasurement of warrants liability     (7 )     (43 )
Change in accrued interest on bank deposits     917       (931 )
Change in marketable securities     (30 )     (130 )
Share-based compensation     11,022       11,850  
Capital gain, net     (8 )     -  
Foreign exchange loss (gain), net     150       (1,326 )
Change in prepaid expenses and other assets     (2,422 )     1,181  
Change in trade receivables, net     (506 )     (13,768 )
Change in inventory     (1,883 )     616  
Change in operating lease assets and liabilities, net     392       2,813  
Change in trade payables     1,402       858  
Change in accrued expenses and other liabilities     970       (244 )
Change in employees and payroll accruals     1,217       939  
Change in deferred revenues     671       1,862  
                 
Net cash used in operating activities     (48,522 )     (38,787 )
                 
Cash flows from investing activities:                
                 
Purchase of property and equipment     (3,885 )     (3,210 )
Proceeds from sales of property and equipment     11       3  
Investment in bank deposits     (42,530 )     (77,900 )
Withdrawal of bank deposits     72,980       52,350  
Investment in restricted deposits     (100 )     (120 )
Investment in marketable securities     (18,551 )     (29,898 )
Proceeds from sales and maturities of marketable securities     19,192       32,611  
                 
Net cash provided by (used in) investing activities   $ 27,117     $ (26,164 )

 

The accompanying notes are an integral part of the interim consolidated financial statements.

 

F - 6

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands (except share and per share data)

 

   

Nine Months Ended  

September 30, 

 
    2026     2025  
Cash flows from financing activities:                
                 
   Issuance of ordinary shares and warrants, net of issuance costs     -       37,289  
   Issuance of ordinary shares under the Sales Agreement, net of paid issuance costs     7,987       8,419  
   Issuance of ordinary shares, net of paid issuance costs     27,824       -  
   Proceeds from exercise of options     43       710  
                 
Net cash provided by financing activities     35,854       46,418  
                 
Effect of exchange rate changes on cash, cash equivalents and restricted cash     (275 )     1,054  
                 
Increase (decrease) in cash, cash equivalents and restricted cash     14,174       (17,479 )
Cash, cash equivalents and restricted cash at the beginning of the period     8,654       25,381  
                 
Cash, cash equivalents and restricted cash at the end of the period   $ 22,828     $ 7,902  
             
Supplementary disclosure of cash flows activities:                
                 
(1) Cash paid during the period for:                
Income taxes   $ 115     $ 248  
                 
(2) Non-cash transactions:                
Purchase of property and equipment   $ 648     $ 543  
Reclassification from property and equipment, net to inventory   $ -     $ 1,679  
Exercise of options   $ -     $ 40  
Right-of-use assets recognized with corresponding lease liabilities   $ 110     $ 4,541  
Sale of machinery (see Note 4)   $ -     $ 2,915  
Issuance costs to be paid   $ 255     $ 492  
                 
(3) Cash, cash equivalents and restricted cash at the end of the period:                
Cash and cash equivalents   $ 22,812     $ 7,886  
Short-term restricted cash     16       16  
    $ 22,828     $ 7,902  

 

The accompanying notes are an integral part of the interim consolidated financial statements.

 

F - 7

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands (except share and per share data)

 

NOTE 1:- GENERAL

 

a. Innoviz Technologies Ltd. and its subsidiaries (the “Company” or “Innoviz”) is a Tier-1 direct supplier of high-performance, automotive-grade LiDAR sensor platforms and complementary solutions that are designed to bring enhanced vision and superior performance through safe autonomous driving and other perception-focused applications at a mass scale. The Company provides complete LiDAR based solutions for OEMs (original equipment manufacturers) and Tier-1 partners that are developing autonomous driving vehicles for the passenger car, robotaxi, shuttle, delivery vehicle and truck markets. The Company also leverages its automotive-grade LiDAR technology to offer solutions for non-automotive markets, including smart infrastructure, perimeter security, defense and homeland security, traffic management and robotics.

 

b. The Company was incorporated on January 18, 2016, under the laws of the State of Israel.

 

c. On December 10, 2020, the Company entered into definitive agreements in connection with a merger (the “Transactions”) with Collective Growth Corporation (“Collective Growth”), a special purpose acquisition company, that resulted in Collective Growth becoming a wholly owned subsidiary of the Company upon the consummation of the Transactions on April 5, 2021 (the “Closing Date”).

 

The Company's ordinary shares were listed on the Nasdaq Stock Market LLC under the trading symbol “INVZ” on April 5, 2021.

 

d. As of September 30, 2026 the Company’s principal source of liquidity includes its cash and cash equivalents in the amount of $22,812, bank deposits in the amount of $22,736 and marketable securities in the amount of $8,855, which is sufficient to finance its business plan for at least the next 12 months from the date these interim consolidated financial statements are issued. As the Company achieves further commercial success, it may need to obtain additional funding to support its continuing operations. If the Company is unable to obtain capital when and if needed, it may need to reduce or eliminate some of its research and development programs.

 

e. On October 7, 2023, Israel was attacked by a terrorist organization and entered a state of war. On October 9, 2025, the sides agreed to a ceasefire, although there is no assurance that this agreement will be upheld. On February 28, 2026, the United States and Israel launched a joint attack on Iran. Iran launched ballistic missiles and drones against targets in Israel and against U.S. military bases and other targets in several countries in the Persian Gulf. On April 8, 2026, the United States and Iran agreed to a conditional ceasefire that included Israel. On June 17, 2026, a memorandum of understanding was entered between the United States and Iran that contemplates the termination of military operations on multiple fronts. As of the date of these interim consolidated financial statements, the hostilities have resumed and any future escalation is difficult to predict, as such are the economic implications of the conflict on the Company’s operational and financial performance. The Company considered the impact of the war and determined that there were no material adverse impacts on the interim consolidated financial statements, including related significant estimates made by management, for the period ended September 30, 2026.

 

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

 

a. Interim financial statements:
   
 

The accompanying interim consolidated balance sheet as of September 30, 2026, the interim consolidated statements of operations and the interim consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025, as well as the interim statements of changes in shareholders’ equity for the nine months ended September 30, 2026 and 2025, are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting.

 

F - 8

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


U.S. dollars in thousands (except share and per share data)

 

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

In management’s opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair statement of the Company’s financial position as of September 30, 2026, as well as its results of operations and cash flows for the nine months ended September 30, 2026 and 2025. The results of operations for the nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for other interim periods or for future years.

 

b. Significant accounting policies:
   
 

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) filed with the SEC on March 4, 2026.

   
 

There have been no changes to the significant accounting policies described in the 2025 Annual Report that have had a material impact on the unaudited interim consolidated financial statements and related notes.

 

c. Use of estimates:
   
 

The preparation of interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

   
 

Significant items subject to such estimates and assumptions include inventory reserves and useful lives of property, plant, and equipment. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

 

d. Concentration of credit risk:
   
 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, trade receivables, marketable securities, bank deposits and restricted deposits.

 

F - 9

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


U.S. dollars in thousands (except share and per share data)

 

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

The majority of the Company’s cash and cash equivalents and short-term bank deposits are invested with major banks in Israel. The Company believes that the financial institutions that hold the Company’s cash deposits are financially sound and, accordingly, bear minimal risk.

 

Trade receivables of the Company are mainly derived from customers located globally. The Company mitigates its credit risks by performing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company generally does not require collateral.

 

The Company invests in marketable securities with an average credit rating of “A” and a maturity of up to three years. The Company’s investment policy is not to invest more than 5% of its investment portfolio in a single security at time of purchase.

 

NOTE 3:- INVENTORY

 

Inventory is comprised of the following:

 

    September 30,     December 31,  
    2026     2025  
             
Raw materials   $ 2,912     $ 1,976  
Work in process     2,127       1,250  
Finished goods     188       118  
                 
    $ 5,227     $ 3,344  

 

NOTE 4:- REVENUE RECOGNITION

 

During the nine months ended September 30, 2026 and 2025, the Company recognized revenue at a point in time for LiDAR sensors and critical components, after transferring the control of the goods to the customer of $10,876 and $4,384, respectively.

 

During the nine months ended September 30, 2026 and 2025, the Company recognized revenue at a point in time for application engineering services, after receiving customer acceptance of $25,638 and $29,882, respectively.

 

In June 2025 the Company entered into a contract with a customer for the sale of machinery (including subsequent adjustments to the machinery) for $10,000. During the nine months ended September 30, 2025, the Company recognized revenue at a point in time from the sale of machinery, after transferring the control of the machinery to the customer of $7,156. In addition, during the nine months ended September 30, 2026 and 2025, the Company recognized revenue over time from the subsequent adjustments to the machinery of $801 and $993, respectively.

 

F - 10

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


U.S. dollars in thousands (except share and per share data)

 

NOTE 4:- REVENUE RECOGNITION (Cont.)

 

Deferred Revenues

 

During the nine months ended September 30, 2026, the Company recognized $853 that was included in deferred revenues balance at December 31, 2025.

 

Remaining Performance Obligation

 

The Company’s remaining performance obligations are comprised mainly of application engineering services revenues not yet rendered. As of September 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $17,905 (out of which $648 is recorded as deferred revenues). The Company expects to recognize the majority of them as revenues within the next 12 months.

 

NOTE 5:- FAIR VALUE MEASUREMENTS

 

The below tables set forth the Company’s assets and liabilities that were measured at fair value as of September 30, 2026 and December 31, 2025 by level within the fair value hierarchy.

 

    September 30, 2026  
    Level 1     Level 2     Level 3     Total  
Assets:                        
                         
Marketable securities   $ -     $ 8,855     $ -     $ 8,855  
                                 
Foreign currency derivatives   $ -     $ 30     $ -     $ 30  
                                 
Total financial assets   $ -     $ 8,885     $ -     $ 8,885  
                                 
Liabilities:                                
                                 
Foreign currency derivatives   $ -     $ 46     $ -     $ 46  
                                 
Total financial liabilities   $ -     $ 46     $ -     $ 46  

 

F - 11

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


U.S. dollars in thousands (except share and per share data)

 

NOTE 5:- FAIR VALUE MEASUREMENTS (Cont.)

 

    December 31, 2025  
    Level 1     Level 2     Level 3     Total  
Assets:                        
                         
Marketable securities   $ -     $ 9,466     $ -     $ 9,466  
                                 
Total financial assets   $ -     $ 9,466     $ -     $ 9,466  
                                 
Liabilities:                                
                                 
Warrants   $ -     $ -     $ 7     $ 7  
                                 
Total financial liabilities   $ -     $ -     $ 7     $ 7  

 

NOTE 6:- COMMITMENTS AND CONTINGENCIES

 

Legal proceedings:

 

On March 28, 2024, a putative class action lawsuit was filed in the Delaware Court of Chancery against several former officers and directors of Collective Growth (the “Defendants”) which relates to events preceding the Transactions. Under the Transactions agreements, the Company may be required to honor all rights to indemnification or exculpation existing in favor of the directors and officers of Collective Growth, as were in effect prior to the Closing Date, solely with respect to any matters occurring on or prior to the Closing Date. The lawsuit generally alleges that the Defendants impaired Collective Growth’s public stockholders’ ability to exercise their redemption rights on an informed basis in connection with the Transactions, by failing to disclose material information in the proxy statement concerning the Defendants’ interests relating to the Transactions and the net cash per share that Collective Growth could contribute to the Transactions. The lawsuit asserts claims for breach of fiduciary duty and unjust enrichment.

 

On August 9, 2024, an amended complaint was filed, and in response, on August 23, 2024, the Defendants’ legal counsel filed a motion to dismiss. On November 19, 2025, the court granted the Defendants’ motion to dismiss with prejudice. On the same day, November 19, 2025, the plaintiff filed a notice of appeal. On January 9, 2026, the plaintiff filed its opening appellate brief. On February 9, 2026, the Defendants filed their answering appellate brief. Plaintiff filed its reply brief on February 27, 2026. On May 11, 2026, the court directed the parties to file supplemental memoranda addressing a recent court order, which involves legal issues similar to those at issue in the lawsuit. Plaintiff and Defendants filed their supplemental memoranda on May 28, 2026. On June 10, 2026, the court notified the parties that the case would be submitted for decision on the briefs as of August 12, 2026. On August 25, 2026, the court affirmed the dismissal of the lawsuit. On September 10, 2026, the court issued a mandate closing the case.

 

Based on the foregoing, the Company, with the advice of its legal counsel, considers this matter to be closed.

 

The Company is currently not part of, as plaintiff or defendant, any legal proceedings that, individually or in the aggregate, are expected by the Company to have a material effect on the Company's business, financial position, results of operations or cash flows.

 

F - 12

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


U.S. dollars in thousands (except share and per share data)

 

NOTE 7:- EQUITY ISSUANCE

 

a. On February 12, 2025, the Company issued a total of 28,776,978 ordinary shares of no-par value and 23,021,582 warrants to purchase one ordinary share, at an offering price of $1.39 per unit (each unit consisting of one ordinary share and eight tenths of a warrant), for a total consideration of $37,289, net of placement agent fees and other issuance costs of $2,711. The warrants are immediately exercisable at $1.69 per share and will expire five years from the date of issuance. The warrants were classified as equity in the Company’s interim consolidated financial statements.

 

b. On August 13, 2025, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with a sales agent. In accordance with the terms of the Sales Agreement, the Company may offer and sell its ordinary shares from time to time through the sales agent, having an aggregate offering price of up to $75,000. The Sales Agreement is subject to certain limitations on the number of shares to be sold in any single day and any minimum price below sales may not be made.

 

As of September 30, 2025, the Company issued 4,894,936 ordinary shares of no-par value under the Sales Agreement for a total consideration of $7,927, net of sales agent fees and other issuance costs of $798.

 

During the nine months ended September 30, 2026, the Company issued 11,826,253 ordinary shares of no-par value under the Sales Agreement for a total consideration of $7,984, net of sales agent fees and other issuance costs of $404.

 

c. On July 29, 2026, the Company issued 66,666,667 ordinary shares of no-par value, at an offering price of $0.45 per share, for a total consideration of $27,604, net of placement agent fees and other issuance costs of $2,396.

 

F - 13

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


U.S. dollars in thousands (except share and per share data)

 

NOTE 8:- BASIC AND DILUTED NET LOSS PER SHARE

 

The following table sets forth the computation of the net loss per share for the periods presented:

 

   

Nine Months Ended  

September 30, 

 
    2026     2025  
             
Numerator:                
                 
Net loss   $ (64,321 )   $ (46,540 )
                 
Denominator:                
                 
      238,690,154       196,237,671  

 

The following potential ordinary shares have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect:

 

a. 23,021,582 warrants, 38,967,184 outstanding options to purchase ordinary shares and unvested RSUs and PSUs as of September 30, 2026.

 

b. 39,252,723 warrants, 29,600,867 outstanding options to purchase ordinary shares and unvested RSUs as of September 30, 2025.

 

F - 14

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


U.S. dollars in thousands (except share and per share data)

 

NOTE 9:- SEGMENT INFORMATION

 

a. Segment information:

 

   

Nine Months Ended  

September 30, 

 
    2026     2025  
Revenues from external customers   $ 37,315     $ 42,415  
Less:                
Cost of revenues     39,442       31,575  
Research and development expenses     40,747       40,354  
Sales and marketing expenses     6,258       4,183  
General and administrative expenses     16,678       13,109  
Financial income, net     (1,597 )     (385 )
Taxes on income     108       119  
                 
Segment loss   $ 64,321     $ 46,540  
                 
Other segment disclosures:                
   Depreciation and amortization expenses   $ 3,914     $ 4,076  
Share-based compensation expenses   $ 11,022     $ 11,850  
Interest income   $ 1,555     $ 2,625  
Expenditures for segment assets   $ 3,885     $ 3,210  

 

    September 30,     December 31,  
    2026     2025  
Assets:                
Segment assets   $ 123,109     $ 138,452  

 

F - 15

 

INNOVIZ TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


U.S. dollars in thousands (except share and per share data)

 

NOTE 9:- SEGMENT INFORMATION (Cont.)

 

b. Geographic information:

 

Following is a summary of revenues by geographic areas. Revenues attributed to geographic areas, based on the location where the customers accept delivery of the products and services:

 

   

Nine Months Ended

September 30,

 
    2026     2025  
             
Europe, Middle East and Africa (*)   $ 27,739     $ 37,203  
North America (**)     4,900       3,730  
Israel     4,511       1,399  
Asia Pacific     165       83  
                 
    $ 37,315     $ 42,415  

 

(*) Includes revenues from Germany in the amount of $27,612 and $37,203 for the nine months ended September 30, 2026 and 2025, respectively.

 

(**) Includes revenues from United States in the amount of $4,900 and $3,712 for the nine months ended September 30, 2026 and 2025, respectively.

 

c. Concentration of credit risk from major customers:

 

As of September 30, 2026, Customer A accounted for approximately 79% of the Company’s trade receivables.

 

As of December 31, 2025, Customer A accounted for approximately 73% of the Company’s trade receivables.

 

F - 16


 

 

Exhibit 99.2

 

Operating and Financial Review and Prospects

 

You should read the following discussion and analysis of our financial condition and results of operations together with (i) our unaudited interim consolidated financial statements as of and for the nine months ended September 30, 2026, included as Exhibit 99.1 to this Report on Form 6-K (this “Report”), (ii) our audited consolidated financial statements and other financial information as of and for the year ended December 31, 2025 appearing in our Annual Report on Form 20-F for the year ended December 31, 2025 (our “Annual Report”) and (iii) Item 5 — “Operating and Financial Review and Prospects” of our Annual Report. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Forward-Looking Statements” and in the section entitled Item 3.D. “Risk Factors” of our Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

Unless otherwise designated, the terms “we”, “us”, “our”, “Innoviz”, “the Company” and “our company” refer to Innoviz Technologies Ltd.

 

All references in this Report to “Israeli currency” and “ILS” refer to Israeli New Shekels, and the terms “dollar,” “USD” or “$” refer to U.S. dollars.

 

Forward-Looking Statements

 

Statements in this Report may constitute “forward-looking statements” within the meaning of the United States federal securities laws. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “may,” “might,” “will,” “could,” “would,” “intends,” “plans,” “believes,” “anticipates,” “expects,” “seeks,” “estimates,” “predicts,” “potential,” “continue,” “contemplate” or “opportunity,” the negative of these words or words of similar import. Similarly, statements that describe our business outlook or future economic performance, anticipated revenues, expenses or other financial items, introductions and advancements in development of products, and plans and objectives related thereto, and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are also forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in Item 3.D. “Risk Factors” in our Annual Report, as well as those discussed elsewhere in our Annual Report and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”).

 

Company Overview

 

We are a leading Tier-1 direct supplier of high-performance, automotive-grade LiDAR sensor platforms and complementary software stacks. Our solutions are designed to bring enhanced vision and superior performance to enable Physical AI through safe autonomous driving and other perception-focused applications at a mass scale. We provide complete LiDAR based solutions for OEMs (original equipment manufacturers) and Tier-1 partners that are developing autonomous driving vehicles for the passenger car, robotaxi, shuttle, delivery vehicle and truck markets. We also leverage our proven automotive-grade LiDAR technology to offer solutions for non-automotive markets, including smart infrastructure, perimeter security, defense and homeland security (under our Perciz brand), traffic management and robotics through our InnovizSMART product line, which is designed for, among other applications, Physical AI smart applications.

 

We were founded in 2016, and our culture has been built on solving sophisticated technological problems through creativity and agile thinking. We created a new type of LiDAR sensor from the chip-level up, including a suite of powerful and sophisticated software applications. In 2018, we achieved a design win to power BMW’s Level 3 autonomous platform, a program that reached maturity during 2024 with vehicles beginning to be sold with our LiDARs and complementary software stack.

 

 

In 2022, we made the strategic decision to become a Tier-1 direct supplier to the automotive industry enabling direct technical engagement with OEMs and improved pricing, which has played a significant role in our subsequent major OEM program wins.

 

That same year, following more than two years of extensive diligence and qualification, Volkswagen selected us as its direct LiDAR supplier for automated vehicles across several Volkswagen brands using our InnovizTwo platform. In 2023, we announced that Volkswagen aims to expand its use of our InnovizTwo LiDAR to its ID. Buzz light commercial vehicle program.

 

In 2024, we announced that Mobileye Vision Technologies Ltd. (“Mobileye”) will use the InnovizTwo Long-Range and InnovizTwo Short- to Mid-Range LiDARs for the Mobileye Drive™ platform.

 

In June 2025, we announced the launch of InnovizSMART, a high-performance LiDAR sensor based on the InnovizTwo platform, designed for a range of applications, including security, mobility, aerial, robotics, and intelligent traffic management, which we believe are well-suited for Physical AI deployments. With the maturation of our InnovizTwo LiDAR platform and expanding production capabilities, we are broadening our scope to focus on additional markets seeking affordable, high-performing LiDAR solutions.

 

In September 2025, Daimler Truck North America LLC selected us as a future series production supplier of advanced LiDAR units for SAE Level 4 autonomous class-8 semi-trucks.

 

In December 2025, we announced the launch of our third-generation LiDAR sensor, InnovizThree, first demonstrated at CES in January 2026. Designed with slimmer dimensions, lower power consumption and higher performance at a significantly reduced cost compared to InnovizTwo, InnovizThree is intended to enable seamless integration behind the windshield or on the rooftop, providing OEMs with extended design flexibility.

 

In January 2026, we announced the first fully colored long-range LiDAR camera, a compact sensor-fusion module designed to help reduce OEM integration complexity. At the same time, we also announced the integration of our InnovizSMARTer LiDAR with NVIDIA Jetson Orin Nano, a Physical AI solution designed to perform real-time 3D perception processing and data compression locally at the sensor through edge computing, which is intended to enable wireless deployment in bandwidth-constrained environments while reducing centralized processing costs.

 

In July 2026, we announced the launch of Perciz, a dedicated brand focused on defense and homeland security applications. Perciz utilizes the Company’s commercially available LiDAR sensors and marks a strategic expansion of Innoviz’s mission, bringing the Company’s expertise in advanced sensing, AI, and machine intelligence to address the growing challenges facing modern security and defense organizations.

 

We are currently continuing to expand our third-party manufacturing capacity through contract manufacturers to meet an anticipated increase in customer demand for our products.

 

Recent Developments

 

Registered Direct Offering

 

On July 28, 2026, we entered into a definitive agreement with certain institutional investors for the purchase and sale of an aggregate of 66,666,667 ordinary shares at an offering price of $0.45 per share in a registered direct offering (the “July 2026 Offering”), for gross proceeds of approximately $30.0 million. The July 2026 Offering closed on July 29, 2026, and we received net proceeds of approximately $27.6 million, after deducting placement agent fees and offering expenses.

 

ATM Program

 

In August 2025, we launched an at-the-market program with Jefferies LLC (as sales agent), pursuant to which we may offer and sell, from time to time, to or through the sales agent, our ordinary shares having an aggregate offering price of up to $75,000,000 (the “ATM Program”). During the nine months ended September 30, 2026, we issued and sold 11,826,253 ordinary shares under the ATM Program for net proceeds to the Company of approximately $8.0 million.

 

2 

 

Initial Defense Orders

 

On July 30, 2026, we announced that we received initial orders of approximately $3.5 million from a defense customer for several hundred LiDAR units.

 

Changes to our Board of Directors

 

On August 31, 2026, we announced the appointment of Mr. Yoav Har Even to serve as Chairperson of our Board of Directors, succeeding Mr. Amichai Steimberg, who continues to serve as a director.

 

Nasdaq Notification of Non-Compliance with Minimum Bid Price Requirement

 

On March 27, 2026, we announced that we received a notification letter from Nasdaq notifying us that the minimum bid price per share for our ordinary shares had been below $1.00 for a period of 30 consecutive business days, and as a result, we no longer met the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2). We were provided with an initial grace period of 180 days, until September 21, 2026, to regain compliance with the minimum bid price requirement. On September 22, 2026, we received a letter from Nasdaq granting us an additional 180-day period, until March 22, 2027, to regain compliance with the minimum bid price requirement. In connection with the additional compliance period, we notified Nasdaq of our intention to cure the deficiency during the second compliance period by effecting a reverse share split, if necessary. At our 2026 annual general meeting of shareholders held on September 16, 2026, our shareholders approved a reverse share split of our ordinary shares at a ratio within a range of 1-for-5 to 1-for-20, to be determined by our Board of Directors. The notification has no immediate effect on the listing of our shares on Nasdaq.

 

Optimizing Operations

 

On November 11, 2026, we announced the optimization of our operations, with a realignment to be implemented in the fourth quarter of 2026, to accelerate our progress toward profitability. To maximize efficiencies, we will streamline our research and development and operations. As a result of these actions, our workforce will be reduced by approximately 20%, and we anticipate that the realignment will deliver cost savings of approximately $17.5 million on an annualized basis compared to our current run rate.

 

Events in Israel

 

Since February 28, 2026, when Israel and the United States launched a joint operation against Iran, the region has experienced periods of active hostilities involving Iran, Hezbollah and other parties. Subsequent ceasefire arrangements have been repeatedly tested, remain fragile, and hostilities could resume or escalate at any time. In addition, following the general elections held in Israel on October 27, 2026, the formation of a new government remains pending, and we cannot predict its timing, composition or policies, or whether additional elections will be required. At this time, we do not expect these developments to have a material impact on our financial and operational results; however, since these are events beyond our control, their continuation, resumption, escalation or cessation may affect our expectations. We continue to monitor political and military developments closely.

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A. Results of Operations

 

The results of operations presented below should be reviewed in conjunction with (i) our unaudited interim consolidated financial statements as of and for the nine months ended September 30, 2026, included in Exhibit 99.1 to this Report, (ii) our audited consolidated financial statements as of and for the year ended December 31, 2025 appearing in our Annual Report, and (iii) Item 5 - “Operating and Financial Review and Prospects” of our Annual Report. The following table sets forth our consolidated results of operations data for the periods presented:

 

  

Nine Months Ended September 30,

 
   2026   2025 
  

(In thousands, except share and per share data)

(unaudited)

 
Revenues   $37,315   $42,415 
Cost of revenues    (39,442)   (31,575)
Gross profit (loss)    (2,127)   10,840 
Operating expenses:          
Research and development    40,747    40,354 
Sales and marketing    6,258    4,183 
General and administrative    16,678    13,109 
Total operating expenses    63,683    57,646 
Operating loss    (65,810)   (46,806)
Financial income, net    1,597    385 
Loss before taxes on income    (64,213)   (46,421)
Taxes on income    (108)   (119)
Net loss   $(64,321)  $(46,540)
           
Basic and diluted net loss per ordinary share   $(0.27)  $(0.24)
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share    238,690,154    196,237,671 

 

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Comparison of the Nine Months Ended September 30, 2026 and 2025

 

Revenues

 

   

Nine Months Ended September 30,

   Change   Change 
    2026   2025   $   % 
    (In thousands)   (In thousands)   (In thousands)     
Revenues    $37,315   $42,415   $(5,100)   (12)%

 

Revenues decreased by approximately $5.1 million, or 12%, to approximately $37.3 million for the nine months ended September 30, 2026 from approximately $42.4 million for the nine months ended September 30, 2025.

 

The decrease in revenues was primarily due to decreased revenues from the sale of machinery to a customer in June 2025 (including subsequent adjustments to the machinery since then) which contributed approximately $0.8 million during the nine months ended September 30, 2026 compared to approximately $8.1 million in revenues during the nine months ended September 30, 2025, and decreased sales of NRE (Non-Recurring Engineering services), which contributed approximately $25.6 million during the nine months ended September 30, 2026 compared to approximately $29.9 million in revenues during the nine months ended September 30, 2025, partially offset by increased sales of LiDAR sensors.

 

Cost of Revenues and Gross Margin

 

  

Nine Months Ended September 30,

   Change   Change 
   2026   2025   $   % 
   (In thousands except percentages)   (In thousands)     
Cost of revenues   $39,442   $31,575   $7,867    25%
Gross margin    (6)%   26%          

 

Cost of revenues increased by approximately $7.9 million, or 25%, to approximately $39.4 million for the nine months ended September 30, 2026 from approximately $31.6 million for the nine months ended September 30, 2025.

 

The increase in cost of revenues was primarily due to an increase in costs related to sales of LiDAR sensors and increased excess and obsolete inventory, partially offset by decreased costs related to sale of machinery to a customer in June 2025. Gross margin decreased to approximately (6)% for the nine months ended September 30, 2026 from approximately 26% for the nine months ended September 30, 2025, primarily due to decreased sale of machinery to a customer, decreased sales of NRE and increased excess and obsolete inventory, partially offset by increased sales of LiDAR sensors.

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Operating Expenses

 

  

Nine Months Ended September 30,

   Change   Change 
   2026   2025   $   % 
   (In thousands)   (In thousands)   (In thousands)     
Research and development   $40,747   $40,354   $393    1%
Sales and marketing    6,258    4,183    2,075    50%
General and administrative    16,678    13,109    3,569    27%
Total operating expenses   $63,683   $57,646   $6,037    10%

 

Research and Development

 

Research and development expenses increased by approximately $0.4 million, or 1%, to approximately $40.7 million for the nine months ended September 30, 2026 from approximately $40.4 million for the nine months ended September 30, 2025.

 

The increase was primarily attributable to increased payroll of approximately $2.0 million (primarily related to foreign currency exchange differences due to devaluation of the USD against the ILS, partially offset by a decrease in headcount), partially offset by decreased share-based compensation of approximately $1.1 million and decreased depreciation of approximately $0.5 million.

 

Sales and Marketing

 

Sales and marketing expenses increased by approximately $2.1 million, or 50%, to approximately $6.3 million for the nine months ended September 30, 2026 from approximately $4.2 million for the nine months ended September 30, 2025.

 

The increase was primarily attributable to increased payroll of approximately $1.8 million (primarily related to increase in headcount and to foreign currency exchange differences due to devaluation of the USD against the ILS).

 

General and Administrative

 

General and administrative expenses increased by approximately $3.6 million, or 27%, to approximately $16.7 million for the nine months ended September 30, 2026 from approximately $13.1 million for the nine months ended September 30, 2025.

 

The increase was primarily attributable to increased payroll of approximately $1.6 million (primarily related to foreign currency exchange differences due to devaluation of the USD against the ILS), increased share-based compensation of approximately $1.5 million and increased consulting services expenses of approximately $0.3 million.

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Financial Income, net

 

  

Nine Months Ended September 30,

   Change   Change 
   2026   2025   $   % 
   (In thousands)   (In thousands)   (In thousands)     
Financial income, net   $1,597   $385   $1,212    315%

 

Financial income, net was approximately $1.6 million for the nine months ended September 30, 2026, compared to financial income, net of approximately $0.4 million for the nine months ended September 30, 2025.

 

The increase was primarily related to foreign currency exchange differences of approximately $2.4 million (out of which approximately $2.0 million is due to differences arising from our ILS denominated lease liabilities under ASC 842), partially offset by decreased bank deposits interest income of approximately $1.1 million.

 

Quantitative and Qualitative Disclosures About Market Risk

 

We are exposed to a variety of risks, including foreign currency exchange fluctuations, changes in interest rates and inflation. We regularly assess currency, interest rate and inflation risks to minimize any adverse effects on our business as a result of those factors.

 

Foreign Currency Risk

 

Our financial results are reported in USD, and changes in the exchange rate between USD and local currencies in the countries in which we operate (primarily ILS) may affect the results of our operations. In the nine months ended September 30, 2026, approximately 99% of our revenues were denominated in USD. The USD cost of our operations in countries other than the United States may be negatively influenced by devaluation of the USD against other currencies.

 

During the nine months ended September 30, 2026, the value of the USD devaluated against the value of the ILS by approximately 4.0%. Our most significant foreign currency exposures are related to our operations in Israel. We hedge our anticipated exposure by exchanging USD into ILS and by entering forward contracts to exchange USD into ILS in amounts sufficient to fund up to six months of operations and monitoring foreign currency exchange rates over time.

 

Interest Rate Risk

 

Our investment strategy is to achieve a return that will allow us to preserve capital and meet our liquidity requirements. We invest in bank deposits and marketable securities, primarily in USD.

 

Our cash and cash equivalents are exposed to market risk related to changes in interest rates, which is affected by changes in the general level of the Bank of Israel interest rates and United States Federal Reserve interest rates. Due to the short-term nature and the low-risk profile of our interest-bearing accounts, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash and cash equivalents, bank deposits and restricted deposits or on our financial position or results of operations.

 

Our investments in marketable securities are primarily in securities with an average credit rating of “A” and a maturity of up to three years. We do not intend to invest more than 5% of our investment portfolio in a single security at time of purchase.

 

Other Market Risks

 

We do not believe that inflation had a material effect on our business, financial condition or results of operations during the nine months ended September 30, 2026 and 2025.

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B. Liquidity and Capital Resources

 

Sources of Liquidity

 

During the nine months ended September 30, 2026 and 2025, we funded our operations primarily from the approximately $61.4 million in net proceeds we received from our August 2023 underwritten equity offering, the approximately $37.3 million in net proceeds we received from our February 2025 registered direct offering, the approximately $21.3 million in net proceeds we received from the ATM Program during 2025 and 2026, the approximately $27.6 million in net proceeds we received from our July 2026 Offering, and the revenues generated from the sale of goods and services.

 

As of September 30, 2026, we had approximately $54.4 million in cash and cash equivalents, short term bank deposits, short term restricted cash and marketable securities. Cash equivalents and marketable securities are invested in accordance with our investment policy.

 

Cash Flows Summary

 

The following table summarizes our cash flows for the periods presented:

 

  

Nine Months Ended September 30,

 
   2026   2025 
   (In thousands)   (In thousands) 
Net cash used in operating activities   $(48,522)  $(38,787)
Net cash provided by (used in) investing activities    27,117    (26,164)
Net cash provided by financing activities    35,854    46,418 
Effect of exchange rate changes on cash, cash equivalents and restricted cash    (275)   1,054 
Increase (decrease) in cash, cash equivalents and restricted cash  $14,174   $(17,479)

 

Operating Activities

 

During the nine months ended September 30, 2026, operating activities used approximately $48.5 million. The primary factors affecting operating cash flows during the nine months ended September 30, 2026 were the net loss of approximately $64.3 million, impacted by non-cash charges of approximately $15.8 million, consisting of share-based compensation of approximately $11.0 million, depreciation and amortization of approximately $3.9 million and a decrease in working capital of approximately $0.9 million.

 

During the nine months ended September 30, 2025, operating activities used approximately $38.8 million. The primary factors affecting operating cash flows during the nine months ended September 30, 2025 were the net loss of approximately $46.5 million, impacted by non-cash charges of approximately $7.7 million, consisting of share-based compensation of approximately $11.9 million, depreciation and amortization of approximately $4.1 million and an increase in working capital of approximately $(8.3) million.

 

Investing Activities

 

During the nine months ended September 30, 2026, cash provided by investing activities was approximately $27.1 million, which primarily resulted from withdrawal of bank deposits of approximately $73.0 million, proceeds from sales and maturities of marketable securities of approximately $19.2 million, partially offset by investment in bank deposits of approximately $42.5 million, investment in marketable securities of approximately $18.6 million and purchase of property and equipment of approximately $3.9 million.

 

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During the nine months ended September 30, 2025, cash used in investing activities was approximately $26.2 million, which primarily resulted from investment in bank deposits of approximately $77.9 million, investment in marketable securities of approximately $29.9 million, purchase of property and equipment of approximately $3.2 million, partially offset by withdrawal of bank deposits of approximately $52.4 million and proceeds from sales and maturities of marketable securities of approximately $32.6 million.

 

Financing Activities

 

During the nine months ended September 30, 2026, cash provided by financing activities was approximately $35.9 million resulting from approximately $27.8 million in proceeds from our July 2026 Offering, net of paid issuance costs and approximately $8.0 million in proceeds from the sale of our ordinary shares under the ATM Program, net of paid issuance costs.

 

During the nine months ended September 30, 2025, cash provided by financing activities was approximately $46.4 million resulting from approximately $37.3 million in proceeds from our February 2025 registered direct offering, net of issuance costs, approximately $8.4 million in proceeds from the sale of our ordinary shares under the ATM Program, net of paid issuance costs and approximately $0.7 million from the exercise of employee share options.

 

Funding Requirements

 

We expect to continue to invest substantially in our research and development activities and incur commercialization expenses related to product sales, marketing, manufacturing and distribution. As we achieve further commercial success, we may need to obtain additional funding to support our continuing operations. In addition, our financial stability is reviewed by existing and potential customers from time to time and we believe that a stronger cash position provides us additional time to execute our growth strategy and is perceived positively by existing and potential customers and may also provide us with higher grading in such customers’ diligence processes. If we are unable to obtain capital when and if needed or on attractive terms, we could be forced to delay, reduce or eliminate some of our research and development programs or future commercialization efforts.

 

As of September 30, 2026, we had cash and cash equivalents, short term bank deposits, short term restricted cash and marketable securities of approximately $54.4 million. We expect those funds to be sufficient to continue to execute our business plan for at least the next 12 months.

 

Additionally, we intend to fund our operations from revenues generated from the sale of goods and services, together with funds received under our July 2026 Offering, proceeds from the sale of our ordinary shares from time to time under the ATM Program and savings pursuant to optimization of our operations.

 

We expect to continue to incur similar or lower losses in future periods, which we expect to be partially offset by anticipated additional inflows of revenues generated from the sale of goods and services, as we:

 

·expand production capabilities to produce our LiDAR solutions, and accordingly incur costs associated with outsourcing the production of our LiDAR solutions;

 

·expand our installation and servicing capabilities;

 

·continue to invest in research and development;

 

·produce an inventory of our LiDAR solutions; and

 

·continue to invest in sales and marketing activities, including diversification of our target markets, and develop our distribution infrastructure.

 

 

Because we will incur costs and expenses from these efforts before we receive incremental revenues with respect thereto, we expect losses in future periods to be significant. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.

 

Off-Balance Sheet Arrangements

 

Our remaining performance obligations are comprised mainly of application engineering services not yet rendered. As of September 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $17.3 million. We expect to recognize the majority of them as revenues within the next 12 months.

 

Other than as set forth above, we have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

 

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Filing Exhibits & Attachments

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