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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): March 30, 2023

 

SIGMA ADDITIVE SOLUTIONS, 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   SASI   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 2.02Results of Operations and Financial Condition.

 

On March 30, 2023, Sigma Additive Solutions, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and year ended December 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 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Number   Description

99.1

 

Press Release of Sigma Additive Solutions, Inc., dated March 30, 2023

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: March 30, 2023 SIGMA ADDITIVE SOLUTIONS, INC.
     
  By: /s/ Jacob Brunsberg
  Name: Jacob Brunsberg
  Title: President and Chief Executive Officer

 

 

 

 

 

 

Exhibit 99.1

 

 

Sigma Additive Solutions Reports Fourth Quarter and Full Year 2022 Financial Results

 

Partner Integration Momentum Driving Path for Software Scale

 

Management to Host Conference Call Today at 4:30 P.M. ET

 

SANTA FE, NM – March 30, 2023 Sigma Additive Solutions, Inc. (NASDAQ:SASI) (“Sigma”, “we,” “our,” or the “Company”), a leading provider of quality assurance software to the commercial 3D printing industry, has reported its financial and operational results for the fourth quarter and full year ended December 31, 2022.

 

Key Fourth Quarter and Subsequent 2022 Highlights and Business Update

 

Expanded collaborations for connected software solutions with:

 

Materialise, a global leader in 3D printing software and service solutions, to provide additive manufacturing (AM) users automated quality control by integrating the PrintRite3D® quality assurance solution into the new software solution Materialise Process Control on their Co-AM platform

 

Dyndrite, providers of the GPU-accelerated computation engine used to create next generation digital manufacturing hardware and software, allowing connection of Dyndrite-generated tool paths to in-process quality data for the first time

 

Expanded collaborations for connecting market hardware to PrintRite3D software with:

 

DyeMansion, the global leader in connected & integrated post-processing solutions for industrial polymer 3D-printing, to add an integrated hardware/software solution option that offers extra quality assurance for DyeMansion’s post-processing solutions, expanding Sigma’s quality product coverage beyond just the 3d printer space

 

Expanded OEM footprint by connecting Sigma PrintRite3D software and analytics to EOS and SLM application programming interfaces (APIs) through the EOS Developer Network (EDN) and SLM’s open architecture SLM.Quality API

 

Novanta, a premier global supplier of laser photonics, to pioneer the first fully integrated scan head with quality assurance – agnostic of original equipment manufacturer (OEM) printer

 

Reduced operating expenses to align with a quicker path to profitability, including our largest cost, salary expense, by 40% from April 2022, while retaining key employees and better aligning the business to our software scaling model

 

Continued development of the Company’s intellectual property and patent portfolio, adding IP beyond just hardware into critical analytics and machine learning reaching a total number of granted patents to 29 with an additional 40 patent applications in-process by the end of 2022, providing options to explore licensing structures for the market

 

We continue to evaluate options to fortify our balance sheet including the previously announced retention of Lake Street Capital Markets as Sigma’s financial advisor in connection with the Company’s consideration of a range of strategic alternatives designed to enhance shareholder value, including a possible strategic investment, acquisition, merger, business combination, or similar transaction

 

 

 

 

 

“We continue to track key performance indicators (KPIs) to monitor the progress and execution of our new business plan. During the quarter, we established key relationships that are important to our path to grow our software-only solutions targeted for release in Q2 2023. These collaborations are opening paths to market and increasing total addressable market, two things that drive the growth potential of the company. We see our focus on this and other KPIs as critical to achieving our business plan over the next two years. During the quarter we continued to make progress on our subscription model and transition to software-only product options to support the additive industry as a whole, making Sigma accessible at scale for supporting qualification and production across thousands of machines at hundreds of customer sites,” stated Jacob Brunsberg, President and Chief Executive Officer of Sigma.

 

KPIs to Monitor Progress:

 

Revenue of $154 thousand in Q4 2022, tracking with a shift to subscription pricing as we continue to work towards our full software-only offering suite in 2023, mixed with operating cost reductions aligning to current strategy

 

Order backlog, defined as firm orders received but not yet shipped, currently totals $125 thousand of both perpetual and subscription sales. Total additional revenue to be recognized from transactions closed in previous quarters totals $370 thousand, yielding a combined total of $495 thousand of revenue to be recognized in future periods

 

Pipeline opportunity is opening with OEM collaborations providing the ability to connect via APIs with software-only products, which increases Sigma’s addressable market while lowering barriers to entry that existed in prior product

 

Deal cycle time continues to track with switch to subscription models as well, which sets up Sigma’s software-only products targeted for Q2, 2023

 

Partner additions increased ahead of plan, including 8 OEM/hardware partners (Novanta, Additive Industries, DMG Mori, Aconity, amace, EOS, DyeMansion, and SLM Solutions) and 4 ISV partners (Materialise, AMFG, Sentient Science, and Dyndrite) with more pending

 

Management Commentary

 

Brunsberg continued, “We have listened to the market and our customers. The prior business model that depended on hardware retrofits did not meet the cost needs of the market and did not provide a scalable structure for Sigma. We have moved quickly to provide more cost effective integrated and software-only solutions that we believe significantly lower our barriers to entry and provide a faster path to scalability of connected quality solutions for the market.

 

“Years ago, this may have not been possible. With the recent opening of system architectures and API connectivity, we have a path to provide critical software-only quality solutions that connect more broadly and uniformly to the industry. We continue to work with standards organizations and have formalized collaborations with OEMs, scanner manufacturers, and synergistic software providers to provide channels to deliver these solutions.

 

“Aligning around our future product path, we have added a space customer that is contributing to our product council feedback, added our first automotive customer, and have planned multi-site expansion at a key aerospace customer that connects us to another OEM. This OEM integration work is bearing fruit as we have our first customer targeted to implement a software-only OEM API connected suite in Q2 aligning with our software-only product launch schedule.

 

 

 

 

 

“Looking ahead, we continue to move with urgency in our business transition to put ourselves in position to be the home for connected digital quality to support qualification and production across thousands of machines at hundreds of customer sites.”

 

Fourth Quarter and Full Year 2022 Financial Results

 

Revenue for the full year of 2022 totaled $0.63 million, compared to revenue of $1.7 million for the full year of 2021. The decrease was primarily due to fewer perpetual license PrintRite3D® unit sales, and a decrease in contract additive manufacturing. Partially offsetting these decreases were an increase in revenues from the subscription-based pricing program, the legacy Rapid Test and Evaluation (“RTE”) program, on-site installation and support, consulting services, and annual maintenance contracts.

 

Gross profit for the full year of 2022 was $0.3 million, compared to gross profit for the full year of 2021 of $1.1 million. Gross margin for the full year of 2022 was 44% compared to gross margin of 66% for the full year 2021. The gross margin decrease was primarily driven by an increase in the price of certain PrintRite3D system components as a result of configuration changes and discounted sales to universities and research institutions as members of our AcGovDustrial Network.

 

Total operating expenses for 2022 were $9.0 million, compared to $9.6 million in 2021, a decrease of 5.7%. The decrease was primarily attributable to a decrease in stock-based compensation, a decrease in operating and research and development costs, partially offset by increases in salary and benefits, office expenses, and increased business travel.

 

Cash used in operating and financing activities for the year ended December 31, 2022 totaled $8.6 million as compared to $6.6 million in the year ended December 31, 2021. Average monthly cash usage in the fourth quarter of 2022 was approximately $652 thousand, down from an average of $711 thousand for the third quarter of 2022 and $717 thousand for the full year of 2022.

 

Net loss for the full year of 2022 was $8.7 million, or $0.83 per share, as compared to a net loss of $7.5 million, or $0.76 per share in 2021.

 

Cash totaled $2.8 million at December 31, 2022, as compared to $11.4 million at December 31, 2021.

 

Fourth Quarter and Full Year 2022 Results Conference Call

 

Sigma Additive Solutions 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: Thursday, March 30, 2023
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: 13734527

 

 

 

 

 

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=1584485&tp_key=2404ac8bec and via the investor relations section of the Company’s website at www.sigmaadditive.com.

 

A replay of the conference call will be available after 7:30 p.m. Eastern time through April 13, 2023.

 

Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13734527

 

About Sigma Additive Solutions

 

Sigma Additive Solutions, Inc. is a leading provider of in-process quality assurance (IPQA™) solutions to the additive manufacturing industry. Sigma specializes in the development and commercialization of real-time monitoring and analytics 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 by reducing waste, increasing yield, and shortening cycle times. Sigma believes its software solutions will be a major catalyst for the acceleration and adoption of industrial 3D printing.

 

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, Sigma’s ability to satisfy its capital needs through increasing its revenue and obtaining additional financing, the extent of the market’s acceptance of PrintRite3D®, and general economic, industry or political conditions in the United States or internationally. Sigma 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 Sigma’s forward-looking statements, please see disclosures contained in Sigma’s public filings with the SEC, including the “Risk Factors” in Sigma’s Annual Report on Form 10-K, and which may be viewed at www.sec.gov.

 

Sigma Additive Solutions Contact

 

Chris Tyson

Executive Vice President

MZ Group - MZ North America

949-491-8235

SASI@mzgroup.us

www.mzgroup.us

 

 

 

 

 

Sigma Additive Solutions, Inc. (formerly Sigma Labs, Inc.)

Condensed Balance Sheets

 

   December 31, 2022   December 31, 2021 
ASSETS          
Current Assets:          
Cash  $2,845,931   $11,447,047 
Accounts Receivable, net   371,620    412,192 
Inventory   950,943    710,080 
Prepaid Assets   105,226    114,278 
Total Current Assets   4,273,720    12,683,597 
           
Other Assets:          
Property and Equipment, net   304,903    232,282 
Intangible Assets, net   1,125,285    925,111 
Total Other Assets   1,430,188    1,157,393 
           
TOTAL ASSETS  $5,703,908   $13,840,990 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities:          
Accounts Payable  $277,492   $206,442 
Deferred Revenue   120,073    148,855 
Accrued Expenses   231,633    625,942 
Total Current Liabilities   629,198    981,239 
           
TOTAL LIABILITIES   629,198    981,239 
           
Commitments & Contingencies   -    - 
           
Stockholders’ Equity          
Preferred Stock, $0.001 par value; 10,000,000 shares authorized; 465 shares issued and outstanding   1    1 
Common Stock, $0.001 par value; 24,000,000 shares authorized; 10,498,802 shares issued and outstanding   10,499    10,499 
Additional Paid-In Capital   54,406,694    53,442,431 
Accumulated Deficit   (49,342,484)   (40,593,180)
Total Stockholders’ Equity   5,074,710    12,859,751 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $5,703,908   $13,840,990 

 

 

 

 

 

Sigma Additive Solutions, Inc. (formerly Sigma Labs, Inc.)

Condensed Statements of Operations

 

   Year Ended 
   December 31, 2022   December 31, 2021 
REVENUES  $630,428   $1,651,765 
           
COST OF REVENUE   349,930    559,965 
           
GROSS PROFIT   280,498    1,091,800 
           
EXPENSES:          
Salaries & Benefits   4,740,437    4,286,368 
Stock-Based Compensation   793,251    1,066,455 
Operations and R&D Costs   653,194    890,553 
Investor, Public Relations and Marketing   422,645    503,823 
Organizational Costs   311,606    726,147 
Legal & Professional Service Fees   725,285    915,530 
Office Expenses   914,802    734,386 
Depreciation & Amortization   116,167    94,105 
Other Operating Expenses   352,115    353,818 
Total Operating Expenses   9,029,502    9,571,185 
           
LOSS FROM OPERATIONS   (8,749,004)   (8,479,385)
           
OTHER INCOME (EXPENSE)          
Interest Income   3,487    13,866 
State Incentives   76,628    - 
Exchange Rate Loss   (16,190)   (263)
Other Income   -    1,092,441 
Interest Expense   (7,345)   (11,264)
Total Other Income (Expense)   56,580    1,094,780 
           
LOSS BEFORE PROVISION FOR INCOME TAXES   (8,692,424)   (7,384,605)
           
Provision for Income Taxes   -    - 
           
Net Loss  $(8,692,424)  $(7,384,605)
           
Preferred Dividends   56,880    103,567 
           
Net Loss applicable to Common Stockholders  $(8,749,304)  $(7,488,172)
           
Net Loss per Common Share - Basic and Diluted  $(0.83)  $(0.76)
           
Weighted Average Number of Shares Outstanding - Basic and Diluted   10,498,802    9,828,541 

 

 

 

 

 

Sigma Additive Solutions, Inc. (formerly Sigma Labs, Inc.)

Condensed Statements of Cash Flows

 

   Year Ended 
   December 31, 2022   December 31, 2021 
OPERATING ACTIVITIES          
Net Loss  $(8,692,424)  $(7,384,605)
Adjustments to reconcile Net Loss to Net Cash used in operating activities:          
Noncash Expenses:          
Depreciation and Amortization   116,167    94,105 
Gain on Derivative Liability   -    (1,092,441)
Stock Based Compensation - Employees   793,251    1,066,455 
Stock Based Compensation - Third Party Services   25,376    163,083 
Stock Based Compensation - Directors   88,756    538,585 
Change in assets and liabilities:          
Accounts Receivable   40,572    (80,630)
Inventory   (240,863)   (50,429)
Prepaid Assets   9,052    2,457 
Accounts Payable   71,050    77,505 
Deferred Revenue   (28,782)   70,898 
Accrued Expenses   (394,309)   382,127 
Long-Term portion of Stock Appreciation Rights   -    (48,341)
Long-Term portion of Deferred Payroll Taxes under the CARES Act   -    (37,728)
NET CASH USED IN OPERATING ACTIVITIES   (8,212,154)   (6,298,959)
           
INVESTING ACTIVITIES          
Purchase of Property and Equipment   (164,622)   (182,522)
Purchase of Intangible Assets   (224,340)   (177,228)
NET CASH USED IN INVESTING ACTIVITIES   (388,962)   (359,750)
           
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   (8,601,116)   7,746,233 
           
CASH AT BEGINNING OF PERIOD   11,447,047    3,700,814 
           
CASH AT END OF PERIOD  $2,845,931   $11,447,047 
           
Supplemental Disclosures:          
Noncash investing and financing activities disclosure:          
Issuance of Common Shares for Preferred Dividends  $-   $103,567 
Other noncash operating activities disclosure:          
Issuance of Securities for Services  $114,132   $701,668 
Disclosure of cash paid for:          
Interest  $7,345   $11,264 
Income Taxes  $-   $-