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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): April 26, 2022

 

SIGMA LABS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-38015   27-1865814

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3900 Paseo del Sol

Santa Fe, New Mexico 87507

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (505) 438-2576

 

 

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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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 $0.001 per share   SGLB   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

 

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. ☐

 

 

 

 

 

 

Item 2.02   Results of Operations and Financial Condition.

 

On April 26, 2022, Sigma Labs, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2022. A copy of the press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished under this Item 2.02, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed to be incorporated by reference in any previous or subsequent filing by the company under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as specifically stated in such filing.

 

Item 9.01   Financial Statements and Exhibits.
     
(d)   Exhibits

 

Number   Description
99.1   Press Release of Sigma Labs, Inc., dated April 26, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

Date: April 26, 2022 SIGMA LABS, INC.
     
  By: /s/ Jacob Brunsberg
  Name: Jacob Brunsberg
  Title: President and Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

Sigma Labs Reports First Quarter 2022 Financial Results

 

Management to Host Conference Call Today at 4:30 p.m. ET

 

SANTA FE, NM – April 26, 2022 - Sigma Labs, Inc. (NASDAQ: SGLB) (the “Company” or “Sigma Labs”), a leading developer of quality assurance software to the commercial 3D printing industry, has reported its financial and operational results for the first quarter ended March 31, 2022.

 

“The first quarter of 2022 is the beginning of a new era for Sigma Labs. An era in which we move from one off project sales, to one that we believe is accessible at scale for supporting qualification and production across thousands of machines at hundreds of customer sites,” commented Jacob Brunsberg, Sigma’s President, and Chief Executive Officer. “This transition will not happen overnight but is being accelerated faster than we anticipated. In fact, we began to broadly market under our new subscription model during the first quarter, continue to grow our pipeline, and closed our first subscription sale.”

 

Key First Quarter 2022 Highlights and Business Update

 

Appointed Jacob Brunsberg Chief Executive Officer of Sigma Labs, effective April 1st. Mark Ruport, Sigma Labs’ former Chief Executive Officer transitioned to the role of Chairman of the Board of Directors.
   
Announced that the Company was developing product to cover the full spectrum of in-process quality and continuing to position its technology to transition from R&D to full scale production, putting Sigma Labs in position to address the needs of thousands of machines.
   
Announced a concurrent change in Sigma Labs’ business model that the Company believes will enable distribution at scale for a high margin, software-only in-situ quality monitoring and analytics solution.
   
Sigma Labs’ new subscription-based pricing model improves the economics of 3D printing, lowers the barriers of entry for customers, and allows for faster technology adoption and expansion, while producing more consistent and predictable cash flow for the Company.
   
Continued to expand its partner ecosystem and distribution network, announcing worldwide agreements with printer manufacturer Aconity3D, with AMFG, a software manufacturing execution system (MES) company, and appointed Phillips Federal as its exclusive reseller to the U.S. Federal Government.
   
Collaborated with Materialise to develop closed loop capabilities geared towards enhancing the scalability of metal AM applications by combining the Materialise Control Platform and Sigma Labs’ PrintRite3D® sensor technology to allow users to identify and correct metal build issues in real-time.
   
Continued to lead in quality standards with Sigma Labs becoming a founding member of an ASTM consortium and announced that its PrintRite3D® in-process quality assurance solution was acquired by Auburn University to support several projects at the National Center for Additive Manufacturing Excellence (NCAME) to improve commercial air and space travel under grants from NASA and the FAA.

 

 
 

 

 

Management Commentary

 

Mr. Brunsberg continued, “We intend to set the quality standard for the industry by collaborating and supporting industry participants, from the most successful, to the new, up and coming 3D printer manufacturers, and integrating with additive manufacturing software solution providers. Through this effort, our goal is to dramatically lower the barriers to entry for the additive manufacturing industry and enable end users to expand their use of industrial 3D printing at a lower cost with higher quality results.”

 

“We are also developing exciting new products that will combine streaming machine health data from major OEMs, off–axis camera data, and on-axis meltpool technology to provide a centralized home for all industry in-process quality solutions. We believe the connected data will allow users to simplify their quality operations, identify gross defects, utilize our machine learning and AI platform, and improve the total cost of development and production.”

 

“Our collaboration with long-term partner Materialise has resulted in a technology platform that delivers an industry-first ability to identify and address process and quality issues in real time. We believe this dramatically improves the productivity in metal AM and reduces scrap rates, paving the way for manufacturers to advance their operations and increase the implementation of metal AM in serial production,” continued Brunsberg.

 

“Jacob has set a plan in place that leverages Sigma’s core competency, removes significant barriers of entry for the Company, as well as the end users, and has created a sense of urgency in developing relationships with industry stakeholders including OEMs, additive software companies, material providers, and post-processing technologies,” stated Mark K. Ruport, Chairman of Sigma Labs. “We believe it will be an exciting year for Sigma and the entire industry,” he added.

 

“Looking ahead, we continue to migrate to our software only model which we believe will deliver more value to our customers, increase our ability to address the total market, including the large polymer sector, and allow for greater adoption yielding increased margins on our products. As a company, we are expanding our depth and reach with new partnerships that we believe will drive Sigma Labs’ growth as well as our industry. I look forward to providing additional updates in the months to come on our progress,” concluded Brunsberg.

 

First Quarter 2022 Financial Results

 

Revenue for the first quarter of 2022 totaled $51,844 compared to revenues of $0.5 million for the first quarter of 2021. The decrease is primarily due the Company’s change in business model and strategy, resulting in decreased PrintRite3D® unit sales, and partially offset by an increase in revenue from its subscription-based pricing program.

 

Gross profit for the first quarter of 2022 was $11,785, which resulted in a gross margin of 23% as compared to $0.3 million, or 72% in the first quarter of 2021.

 

 
 

 

 

Total operating expenses for the first quarter of 2022 were $2.3 million as compared to total operating expenses of $1.8 million for the same period in 2021. The increase in operating expenses was mainly attributable to additional employee headcount, R&D expenses, and organizational costs.

 

Cash used in operating activities for the three months ended March 31, 2022, totaled $2.0 million compared to $1.2 million in the first quarter of 2021, an increase of $0.8 million.

 

Net loss for the first quarter of 2022 was $2.2 million, or $0.21 per share, as compared to a net loss of $0.7 million, or $0.09 per share, in the first quarter of 2021.

 

Cash totaled $9.3 million at March 31, 2022, as compared to $11.4 million at December 31, 2021.

 

First Quarter 2022 Results Conference Call

 

Sigma Labs Chairman Mark Ruport, CEO Jacob Brunsberg, and CFO Frank Orzechowski will host the conference call, followed by a question-and-answer period.

 

To access the call, please use the following information:

 

Date: Tuesday April 26, 2022
Time: 4:30 p.m. Eastern time, 1:30 p.m. Pacific time
Toll-free dial-in number: 1-877-407-9039
International dial-in number: 1-201-689-8470
Conference ID: 13728947

 

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact MZ Group at 1-949-491-8235.

 

The conference call will be broadcast live and available for replay at https://viavid.webcasts.com/starthere.jsp?ei=1542918&tp_key=8fae7f8871 and via the investor relations section of the Company’s website at www.sigmalabsinc.com.

 

A replay of the conference call will be available after 7:30 p.m. Eastern time through May 10, 2022.

 

  Toll-free replay number: 1-844-512-2921
  International replay number: 1-412-317-6671
  Replay ID: 13728947

 

About Sigma Labs

 

Sigma Labs Inc. is a leading provider of in-process quality assurance (IPQA™) software to the additive manufacturing industry. Sigma Labs specializes in the development and commercialization of real-time monitoring and analytics solutions known as PrintRite3D® for 3D metal and polymer advanced manufacturing technologies. PrintRite3D detects and classifies defects and anomalies real-time during the manufacturing process, enabling significant cost-savings and production efficiencies. Sigma Labs believes its software product will be a major catalyst for the acceleration and adoption of industrial 3D printing. For more information, please visit www.sigmalabsinc.com.

 

 
 

 

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, market and other conditions, Sigma Labs’ business and financial condition, the extent of the market’s acceptance of PrintRite3D, Sigma Labs’ new monthly subscription pricing model, and of Sigma Labs’ business relationships with companies such as Aconity3D and Materialise, and the Company’s ability to develop new business relationships with OEMs, the ability of 3D metal printing to move from prototyping to full production, Sigma Labs’ ability to satisfy its capital needs through increasing its revenue and obtaining additional financing, and the impact of COVID-19, general economic, industry, political or geopolitical conditions in the United States or internationally. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company’s forward-looking statements, please see disclosures contained in Sigma Labs’ public filings with the SEC, including the “Risk Factors” in Sigma Labs’ Annual Report on Form 10-K, and which may be viewed at www.sec.gov.

 

Investor Contact:

Chris Tyson

Executive Vice President

MZ Group - MZ North America

949-491-8235

SGLB@mzgroup.us

www.mzgroup.us

 

Company Contact:

Steven Gersten

Sigma Internal IR

813-334-9745

investors@sigmalabsinc.com

 

 
 

 

 

Sigma Labs, Inc.

Condensed Balance Sheets

 

  

March 31, 2022

(Unaudited)

  

December 31,

2021

 
         
ASSETS          
Current Assets:          
Cash  $9,277,929   $11,447,047 
Accounts Receivable, net   261,022    412,192 
Inventory   782,099    710,080 
Prepaid Assets   165,274    114,278 
Total Current Assets   10,486,324    12,683,597 
           
Other Assets:          
Property and Equipment, net   288,924    232,282 
Intangible Assets, net   978,984    925,111 
Total Other Assets   1,267,908    1,157,393 
           
TOTAL ASSETS  $11,754,232   $13,840,990 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current Liabilities:          
Accounts Payable  $320,547   $206,442 
Deferred Revenue   160,276    148,855 
Accrued Expenses   416,643    625,942 
Total Current Liabilities   897,466    981,239 
           
TOTAL LIABILITIES   897,466    981,239 
           
Stockholders’ Equity          
Preferred Stock, $0.001 par; 10,000,000 shares authorized; 465 shares issued and outstanding, respectively   1    1 
Common Stock, $0.001 par; 24,000,000 shares authorized; 10,498,802 shares issued and outstanding, respectively   10,499    10,499 
Additional Paid-In Capital   53,661,061    53,442,431 
Accumulated Deficit   (42,814,795)   (40,593,180)
Total Stockholders’ Equity   10,856,766    12,859,751 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $11,754,232   $13,840,990 

 

 
 

 

 

Sigma Labs, Inc.

Condensed Statements of Operations

(Unaudited)

 

   Three Months Ended 
   March 31, 2022   March 31, 2021 
         
REVENUES  $51,844   $458,140 
           
COST OF REVENUE   40,091    128,331 
           
GROSS PROFIT   11,753    329,809 
           
OPERATING EXPENSES:          
Salaries & Benefits   1,292,010    847,171 
Stock-Based Compensation   170,976    117,477 
Operations and R&D Costs   143,418    196,340 
Investor & Public Relations   94,326    108,341 
Organization Costs   58,749    77,616 
Legal & Professional Service Fees   211,416    176,847 
Office Expenses   205,432    148,225 
Depreciation & Amortization   31,584    23,031 
Other Operating Expenses   87,787    86,356 
Total Operating Expenses   2,295,698    1,781,404 
           
LOSS FROM OPERATIONS   (2,283,945)   (1,451,595)
           
OTHER INCOME (EXPENSE)          
Interest Income   1,571    55 
Gain on Derivative Liability   -    802,285 
State Incentives   76,628    - 
Exchange Rate Loss   (330)   (51)
Interest Expense   (1,319)   (1,353)
Total Other Income (Expense)   76,550    800,936 
           
LOSS BEFORE PROVISION FOR INCOME TAXES   (2,207,395)   (650,659)
           
Provision for Income Taxes   -    - 
           
Net Loss  $(2,207,395)  $(650,659)
           
Preferred Dividends   (14,220)   (60,908)
           
Net Loss Applicable to Common Stockholders  $(2,221,615)  $(711,567)
           
Net Loss per Common Share - Basic and Diluted  $(0.21)  $(0.09)
           
Weighted Average Number of Shares Outstanding - Basic and Diluted   10,498,802    7,790,121 

 

 
 

 

 

Sigma Labs, Inc.

Condensed Statements of Cash Flows

(Unaudited)

 

   Three Months Ended 
   March 31, 2022   March 31, 2021 
OPERATING ACTIVITIES          
Net Loss  $(2,207,395)  $(650,659)
Adjustments to reconcile Net Loss to Net Cash used in operating activities:          
Noncash Expenses:          
Depreciation and Amortization   31,584    23,031 
Gain on Derivative Liability   -    (802,285)
Stock Based Compensation Employees   170,976    117,477 
Stock Based Compensation – Third Party Services   11,713    30,981 
Stock Based Compensation - Directors   21,721    61,471 
Change in assets and liabilities:          
Accounts Receivable   151,170    (56,488)
Inventory   (72,019)   (88,129)
Prepaid Assets   (50,996)   (44,718)
Accounts Payable   114,105    151,500 
Deferred Revenue   11,421    (1,540)
Accrued Expenses   (209,299)   18,773 
NET CASH USED IN OPERATING ACTIVITIES   (2,027,019)   (1,240,586)
           
INVESTING ACTIVITIES          
Purchase of Property and Equipment   (83,248)   (5,350)
Purchase of Intangible Assets   (58,851)   (16,619)
NET CASH USED IN INVESTING ACTIVITIES   (142,099)   (21,969)
           
FINANCING ACTIVITIES          
Gross Proceeds from Public and Private Issuances of Securities   -    14,869,899 
Less Offering Costs   -    (1,600,967)
Proceeds from Exercise of Warrants   -    1,136,010 
NET CASH PROVIDED BY FINANCING ACTIVITIES   -    14,404,942 
           
NET CHANGE IN CASH FOR PERIOD   (2,169,118)   13,142,387 
           
CASH AT BEGINNING OF PERIOD   11,447,047    3,700,814 
           
CASH AT END OF PERIOD  $9,277,929   $16,843,201 
           
Supplemental Disclosures:          
Noncash investing and financing activities disclosure:          
Issuance of Common Shares for Preferred Dividends   14,220    60,908 
Other noncash operating activities disclosure:          
Issuance of Securities for Services   33,434    92,452 
Disclosure of cash paid for:          
Interest  $1,319   $1,353 
Income Taxes  $-   $-