Luminar Technologies Inc SEC Filings

Luminar Technologies (LAZR) filed its Q3 2025 10‑Q reporting ongoing liquidity stress and a going concern warning. Revenue reached $18.7 million for the quarter, up from $15.5 million a year ago, while gross loss narrowed to $8.1 million. Operating expenses declined to $66.6 million, but the company recorded a net loss of $85.8 million as interest expense rose and prior‑year results benefited from a debt extinguishment gain.

Cash and cash equivalents were $54.5 million at September 30, 2025, with $19.5 million in marketable securities, against debt of $429.2 million and a stockholders’ deficit of $304.9 million. The company failed to make October 15 interest payments on certain notes, triggering events of default; major noteholders agreed to forbear through November 24, 2025 while negotiations continue. Management states substantial doubt exists about the ability to continue as a going concern as it reviews strategic alternatives, including capital raises or a potential sale. Class A shares outstanding were 72,986,496 as of November 10, 2025.

Luminar Technologies entered new forbearance agreements with major noteholders, extending the forbearance period on its first‑ and second‑lien notes to November 24, 2025. The agreements follow Events of Default tied to missed October 15 interest payments, with holders representing approximately 91.3% of 1L Notes and 85.8% of 2L Notes agreeing to the extension in exchange for ongoing reporting and confidentiality agreements.

The company continues negotiating longer‑term forbearance arrangements and furnished its Q3 2025 results via press release. Leadership changes include appointing Thomas Beaudoin as Chief Financial Officer effective November 13, 2025, succeeding Thomas J. Fennimore. Beaudoin’s employment terms include a base salary of $400,000, eligibility for a cash retention program of $400,000, and severance of 12 months’ base salary plus COBRA if terminated without cause or upon resignation for good reason. The Board also appointed Patricia Ferrari and Elizabeth Abrams as directors, adding them to special committees.

Luminar Technologies entered new forbearance agreements with major holders of its senior secured notes, extending creditor forbearance through November 12, 2025. The extension follows prior agreements that covered missed October 15 interest payments.

The participating holders collectively own about 91.3% of the Floating Rate First Lien Notes due 2028 and 85.8% of the 9.0% and 11.5% Convertible Second Lien Notes due 2030. In exchange, Luminar agreed to pay advisors’ fees to these noteholders and continue good‑faith negotiations on certain additional fees and expenses tied to future forbearance.

The company and advisors are negotiating longer‑term arrangements and stated there can be no assurances, though they expect to reach longer‑term forbearance before the current extension ends. Forward‑looking statements note ongoing liquidity reviews, strategic alternatives, and potential relief under the U.S. Bankruptcy Code.

Luminar Technologies (LAZR) entered short-term forbearance and outlined severe liquidity pressures. On October 30, the company secured forbearance through November 6, 2025 from holders of approximately 94.5% of its first-lien notes due 2028 and 89% of its second-lien convertible notes due 2030 after missing the October 15 interest payment on the 2L notes.

Preliminary Q3 2025 results indicate revenue of $18.0–$19.0 million, total debt of $429.2 million and cash and marketable securities of $74.0 million as of September 30. The company reported substantial doubt about its ability to continue as a going concern. Cash and marketable securities were about $72.0 million as of October 24, and Luminar warned it may breach a minimum liquidity covenant before the end of Q4 2025. The company committed to a workforce reduction of ~25%, expecting $2.0–$3.0 million in severance-related charges, and suspended 2025 guidance.

Luminar is evaluating strategic alternatives, including a sale, capital raise, or restructuring, and received nonbinding proposals, including an indication of interest from Russell AI Labs. Volvo informed Luminar that starting April 2026 Iris LiDAR will be optional (not standard) on EX90 and ES90, and a LiDAR decision for future models is deferred to 2029 at the earliest. The CFO will step down effective November 13, 2025, and the company received an SEC subpoena and is cooperating.

Luminar Technologies, Inc. filed an amendment to its Form S-3 shelf registration to offer Series A convertible preferred stock convertible immediately into Class A common stock. The prospectus states Nasdaq ticker LAZR and a closing price of $1.99 on August 21, 2025. The Series A preferred will not be listed and no public trading market is expected. The company engaged D. Boral Capital LLC as exclusive placement agent and agreed to pay a 4.6% cash fee on gross proceeds (stated as $44.16 per share). The filing discloses potential dilution including convertible notes equal to $236.7 million (assumed conversion price $31.45) and issued/issued-to-date equity amounts, and notes available capacity from an equity financing program ($176.5 million remaining as of August 21, 2025).

Luminar Technologies (LAZR) is reported as having 4,725,226 Class A shares beneficially owned by a group of Susquehanna-related entities and Capital Ventures International, representing 9.9% of the Class A shares (based on 44,684,806 shares outstanding per the Company proxy as of June 3, 2025). The filing is a Schedule 13G (Amendment No. 1) and discloses that some of the reported interest arises from shares issuable on conversion of convertible notes and that Susquehanna Securities’ reported holdings include options to buy 1,346,344 shares.

The ownership is reported across six entities with varying sole and shared voting/dispositive powers; Susquehanna Advisors Group, Inc. is identified as investment manager to Capital Ventures International and may exercise voting/dispositive power over CVI’s shares. The filing also contains a certification that the securities were not acquired to change or influence control. Signatures on the amendment are dated 08/13/2025.

Luminar Technologies (LAZR) reported consolidated assets of $265.5 million and a stockholders' deficit of $272.2 million as of June 30, 2025. The company held $48.2 million of cash and cash equivalents and $59.5 million of marketable securities, which the filing cites as $107.6 million of total liquidity to support operations. Luminar has an accumulated deficit of $2.2 billion and total debt of $429.7 million, reflecting ongoing capital intensity.

For the six months ended June 30, 2025, revenue was $34.5 million (down from $37.4 million a year ago) and the company recorded a net loss of $103.6 million. Gross loss was $20.5 million and operating loss was $111.8 million, while R&D expense fell to $77.6 million from $133.6 million year-over-year. Management executed restructuring actions that terminated 257 employees and recorded $1.2 million of separation costs this quarter. The company recorded gains on debt extinguishment and completed equity and preferred financings, and states it believes existing sources of liquidity are sufficient for at least 12 months, though it remains reliant on its Equity Financing Program and Series A Preferred Stock Financing Program.

Luminar Technologies announced its financial results for the quarter ended June 30, 2025 by issuing a press release on August 12, 2025; the full press release is furnished as Exhibit 99.1 to this Current Report. The filing does not include the numerical results within the 8-K text itself and instead attaches the press release and a cover page interactive XBRL file as Exhibit 104.

The company expressly states the information furnished in Item 2.02 (including Exhibit 99.1) is not "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference in other filings, which affects the filing’s legal status but does not, by itself, present the underlying financial metrics in this report.

On 07/28/2025, Luminar Technologies (LAZR) Chief Executive Officer and Director Paul Ricci filed a Form 4 detailing an initial equity award. Ricci acquired 2,109,546 Class A shares via restricted stock units (RSUs) at $0 cost.

• 468,788 fully-vested RSUs (subject to 12-month claw-back if employment ends for cause or without good reason).
• 820,379 time-based RSUs vesting semi-annually over three years starting 05/27/2025.
• Up to 820,379 performance RSUs vesting in three tranches upon market-capitalization milestones.

To cover tax withholding, 239,193 shares were automatically withheld and disposed at $3.32 (Transaction Code F), leaving Ricci with 1,870,353 shares held directly after the transactions.