false
0001818644
false
0001818644
2025-07-25
2025-07-25
0001818644
LIDR:CommonStockParValue0.0001PerShareMember
2025-07-25
2025-07-25
0001818644
LIDR:WarrantsToReceiveOneShareOfCommonStockMember
2025-07-25
2025-07-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): July
25, 2025
AEYE, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39699 |
|
37-1827430 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| of incorporation) |
|
|
|
|
| 4670 Willow Road, Suite 125, Pleasanton, California |
|
94588 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (925) 400-4366
| |
|
|
| |
(Former Name or Former Address, if Changed Since Last Report) |
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
LIDR |
The Nasdaq Stock Market LLC |
| Warrants to receive one share of Common Stock |
LIDRW |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
On July 25, 2025, AEye, Inc. (the
“Company”) filed the Amendment No.3 (the “Amendment No. 3”) to the Prospectus Supplements (as defined below) to
update the maximum number of shares of the Company’s common stock (the “Placement Shares”) issuable pursuant to the
At Market Issuance Sales Agreement between the Company and A.G.P./Alliance Global Partners, dated September 12, 2024 (the “Sales
Agreement”), to up to an aggregate of $23,728,000 of Placement Shares.
The
issuance and sale of the Placement Shares by the Company under the Sales Agreement
will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-274546) filed with the Securities and Exchange
Commission on September 15, 2023, and declared effective on September 26, 2023, as supplemented and amended by the prospectus supplements,
dated as of September 13, 2024 and December 30, 2024 (the “Prospectus Supplements”), the Amendments No.1 and No. 2 to the
Prospectus Supplements, dated as of January 7, 2025 and January 23, 2025, respectively, and the Amendment No 3.
A
copy of the legal opinion of Allen Overy Shearman Sterling US LLP relating to the Placement Shares is filed as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute
an offer to sell or a solicitation of an offer to buy any shares of common stock in any state or jurisdiction in which such an offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| |
Exhibit Number |
Description |
| 5.1 | Opinion of Allen Overy Shearman Sterling US LLP. |
| 23.1 | Consent of Allen Overy Shearman Sterling US LLP (included in Exhibit 5.1). |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
AEye, Inc. |
| |
|
|
| Dated: July 25, 2025 |
|
|
| |
|
By: |
/s/ Andrew S. Hughes |
| |
|
|
Andrew S. Hughes |
| |
|
|
Senior Vice President, General Counsel &
Corporate Secretary |
