|
Delaware
|
|
91-2066376
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
5408 NE 88th Street, Building E
Vancouver, Washington 98665
|
||
(Address of principal executive office, including zip code)
|
||
(360) 566-4460
|
||
(Registrant’s telephone number, including area code)
|
Large Accelerated Filer
|
o
|
Accelerated Filer
|
o
|
Non-Accelerated Filer
|
x
|
Smaller Reporting Company
|
o
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
Emerging Growth Company
|
x
|
|
TABLE OF CONTENTS
|
|
|
Page
|
|
March 31,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28,622
|
|
|
$
|
36,687
|
|
Accounts receivable, net of allowances of $482 and $438
|
18,171
|
|
|
13,353
|
|
||
Inventory
|
35,351
|
|
|
29,570
|
|
||
Prepaid expenses and other current assets
|
6,147
|
|
|
4,973
|
|
||
Total current assets
|
88,291
|
|
|
84,583
|
|
||
Property and equipment, net
|
19,811
|
|
|
17,968
|
|
||
Intangible assets, net
|
2,361
|
|
|
1,836
|
|
||
Goodwill
|
1,387
|
|
|
1,387
|
|
||
Other assets
|
4,346
|
|
|
4,374
|
|
||
Total assets
|
$
|
116,196
|
|
|
$
|
110,148
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
15,581
|
|
|
$
|
12,920
|
|
Accrued liabilities
|
11,870
|
|
|
12,650
|
|
||
Customer advances
|
753
|
|
|
575
|
|
||
Deferred revenue
|
541
|
|
|
386
|
|
||
Current portion of long-term debt
|
3,491
|
|
|
2,363
|
|
||
Total current liabilities
|
32,236
|
|
|
28,894
|
|
||
Non-current income taxes payable
|
4,185
|
|
|
3,930
|
|
||
Long-term debt
|
13,958
|
|
|
15,108
|
|
||
Other long-term liabilities
|
1,232
|
|
|
933
|
|
||
Total liabilities
|
51,611
|
|
|
48,865
|
|
||
Stockholders' equity:
|
|
|
|
||||
Convertible preferred stock - $0.0001 par value; 129,478 shares authorized, 24,642 shares issued and outstanding at March 31, 2018 and December 31, 2017. Liquidation preference of $148,454 at March 31, 2018 and December 31, 2017.
|
12
|
|
|
12
|
|
||
Common stock - $0.0001 par value; 190,000 shares authorized, 3,056 shares issued and outstanding at March 31, 2018 and 190,000 shares authorized, 2,979 shares issued and outstanding at December 31, 2017.
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
180,093
|
|
|
180,657
|
|
||
Accumulated other comprehensive income (loss)
|
231
|
|
|
(719
|
)
|
||
Accumulated deficit
|
(115,753
|
)
|
|
(118,669
|
)
|
||
Total stockholders’ equity
|
64,585
|
|
|
61,283
|
|
||
Total liabilities and stockholders’ equity
|
$
|
116,196
|
|
|
$
|
110,148
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenues
|
$
|
42,467
|
|
|
$
|
29,887
|
|
Cost of revenues
|
27,738
|
|
|
20,920
|
|
||
Gross profit
|
14,729
|
|
|
8,967
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
4,283
|
|
|
3,726
|
|
||
Sales, general, and administrative
|
6,238
|
|
|
4,629
|
|
||
Total operating expenses
|
10,521
|
|
|
8,355
|
|
||
Income from operations
|
4,208
|
|
|
612
|
|
||
Other income (expense):
|
|
|
|
||||
Interest expense, net
|
(219
|
)
|
|
(502
|
)
|
||
Other income (expense)
|
76
|
|
|
(167
|
)
|
||
Income (loss) before income taxes
|
4,065
|
|
|
(57
|
)
|
||
Income tax expense
|
1,149
|
|
|
1,156
|
|
||
Net income (loss)
|
$
|
2,916
|
|
|
$
|
(1,213
|
)
|
Less: Income allocated to preferred stockholders
|
$
|
(2,916
|
)
|
|
$
|
—
|
|
Net income (loss) attributable to common stockholders
|
$
|
—
|
|
|
$
|
(1,213
|
)
|
Net income (loss) per share, basic and diluted
|
$
|
0.00
|
|
|
$
|
(0.47
|
)
|
Shares used in basic and diluted per share calculations
|
3,031
|
|
|
2,600
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income (loss)
|
$
|
2,916
|
|
|
$
|
(1,213
|
)
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustments, net of tax
|
950
|
|
|
318
|
|
||
Comprehensive income (loss)
|
$
|
3,866
|
|
|
$
|
(895
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
2,916
|
|
|
$
|
(1,213
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,946
|
|
|
1,950
|
|
||
Provision for losses on accounts receivable
|
40
|
|
|
125
|
|
||
Stock-based compensation
|
162
|
|
|
73
|
|
||
Loss on disposal of property and equipment
|
13
|
|
|
7
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(4,689
|
)
|
|
(2,802
|
)
|
||
Inventory
|
(5,127
|
)
|
|
(1,069
|
)
|
||
Prepaid expenses and other current assets
|
(1,058
|
)
|
|
74
|
|
||
Other assets
|
(285
|
)
|
|
(268
|
)
|
||
Accounts payable
|
2,701
|
|
|
2
|
|
||
Accrued and other long-term liabilities
|
(1,366
|
)
|
|
(1,477
|
)
|
||
Customer advances
|
166
|
|
|
247
|
|
||
Deferred revenue
|
156
|
|
|
331
|
|
||
Non-current income taxes payable
|
255
|
|
|
274
|
|
||
Net cash used in operating activities
|
(4,170
|
)
|
|
(3,746
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, equipment and intangibles
|
(3,390
|
)
|
|
(715
|
)
|
||
Proceeds from sale of property and equipment
|
—
|
|
|
6
|
|
||
Net cash used in investing activities
|
(3,390
|
)
|
|
(709
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Principal payments on debt and capital leases
|
(29
|
)
|
|
(325
|
)
|
||
Payments of deferred offering costs
|
(521
|
)
|
|
(8
|
)
|
||
Proceeds from stock option exercises
|
61
|
|
|
61
|
|
||
Net cash used in financing activities
|
(489
|
)
|
|
(272
|
)
|
||
Effect of exchange rate changes on cash
|
(16
|
)
|
|
141
|
|
||
Net decrease in cash and cash equivalents
|
(8,065
|
)
|
|
(4,586
|
)
|
||
Cash and cash equivalents, beginning of period
|
36,687
|
|
|
13,500
|
|
||
Cash and cash equivalents, end of period
|
$
|
28,622
|
|
|
$
|
8,914
|
|
Supplemental disclosures:
|
|
|
|
||||
Cash paid for interest
|
$
|
252
|
|
|
$
|
459
|
|
Cash paid for income taxes
|
990
|
|
|
341
|
|
||
Accrued purchases of property, equipment and intangibles
|
1,380
|
|
|
291
|
|
||
Accrued deferred offering costs
|
797
|
|
|
26
|
|
(1)
|
Organization and Operations of the Company
|
(a)
|
Basis of Presentation
|
(b)
|
Revenue Recognition
|
(c)
|
Stock‑Based Compensation
|
(d)
|
Demonstration Assets
|
(e)
|
Fair Value of Financial Instruments
|
(f)
|
Recently Issued Accounting Standards
|
|
March 31,
|
|
December 31,
|
||||
(in thousands)
|
2018
|
|
2017
|
||||
Raw materials
|
$
|
11,779
|
|
|
$
|
11,326
|
|
Work in process and semi-finished goods
|
13,549
|
|
|
6,039
|
|
||
Finished goods
|
10,023
|
|
|
12,205
|
|
||
|
$
|
35,351
|
|
|
$
|
29,570
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
(in thousands)
|
Useful life (years)
|
|
2018
|
|
2017
|
||||
Computer hardware and software
|
3-5
|
|
$
|
3,829
|
|
|
$
|
3,732
|
|
Manufacturing and lab equipment
|
2-7
|
|
46,751
|
|
|
43,432
|
|
||
Office equipment and furniture
|
5-7
|
|
1,129
|
|
|
1,053
|
|
||
Leasehold improvements
|
2-12
|
|
18,721
|
|
|
18,580
|
|
||
|
|
|
70,430
|
|
|
66,797
|
|
||
Accumulated depreciation
|
|
|
(50,619
|
)
|
|
(48,829
|
)
|
||
|
|
|
$
|
19,811
|
|
|
$
|
17,968
|
|
(a)
|
Intangibles
|
|
March 31, 2018
|
||||||||||||
(in thousands)
|
Average amortization period
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net value
|
||||||
|
|||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
||||||
Patents
|
5 yrs
|
|
$
|
3,971
|
|
|
$
|
(1,610
|
)
|
|
$
|
2,361
|
|
Arbor acquired technology
|
3 yrs
|
|
670
|
|
|
(670
|
)
|
|
—
|
|
|||
Direct nanoparticle deposition technology
|
6 yrs
|
|
558
|
|
|
(558
|
)
|
|
—
|
|
|||
|
|
|
$
|
5,199
|
|
|
$
|
(2,838
|
)
|
|
$
|
2,361
|
|
|
December 31, 2017
|
||||||||||||
(in thousands)
|
Average amortization period
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net value
|
||||||
|
|||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
||||||
Patents
|
5 yrs
|
|
$
|
3,310
|
|
|
$
|
(1,474
|
)
|
|
$
|
1,836
|
|
Arbor acquired technology
|
3 yrs
|
|
670
|
|
|
(670
|
)
|
|
—
|
|
|||
Direct nanoparticle deposition technology
|
6 yrs
|
|
543
|
|
|
(543
|
)
|
|
—
|
|
|||
|
|
|
$
|
4,523
|
|
|
$
|
(2,687
|
)
|
|
$
|
1,836
|
|
(in thousands)
|
|||
2018
|
$
|
489
|
|
2019
|
612
|
|
|
2020
|
539
|
|
|
2021
|
413
|
|
|
2022
|
266
|
|
|
Thereafter
|
42
|
|
|
|
$
|
2,361
|
|
(b)
|
Goodwill
|
|
March 31,
|
|
December 31,
|
||||
(in thousands)
|
2018
|
|
2017
|
||||
Accrued payroll
|
$
|
4,647
|
|
|
$
|
6,201
|
|
Product warranty, current
|
3,495
|
|
|
3,589
|
|
||
Income tax payable
|
1,341
|
|
|
931
|
|
||
Other accrued expenses
|
2,387
|
|
|
1,929
|
|
||
|
$
|
11,870
|
|
|
$
|
12,650
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Product warranty accrual, beginning
|
$
|
4,186
|
|
|
$
|
2,677
|
|
Warranty charges incurred, net
|
(526
|
)
|
|
(239
|
)
|
||
Provision for warranty charges
|
730
|
|
|
445
|
|
||
Product warranty accrual, ending
|
$
|
4,390
|
|
|
$
|
2,883
|
|
|
March 31,
|
|
December 31,
|
||||
(in thousands)
|
2018
|
|
2017
|
||||
2014 Pacific Western Bank, Term and Revolving Loans
|
$
|
17,200
|
|
|
$
|
17,200
|
|
2014 Finland equipment loans, Danske Bank, 3-5 year terms, EURIBOR plus 1.7%
|
73
|
|
|
80
|
|
||
Capital leases, various
|
176
|
|
|
191
|
|
||
Total debt
|
17,449
|
|
|
17,471
|
|
||
Less: current portion of long-term debt
|
(3,491
|
)
|
|
(2,363
|
)
|
||
Noncurrent portion of long-term debt
|
$
|
13,958
|
|
|
$
|
15,108
|
|
(a)
|
Convertible Preferred Stock
|
(in thousands)
|
Shares Authorized
|
|
Shares Issued and Outstanding
|
|
Aggregate Liquidation Preference
|
||||
Series C
|
22,862
|
|
|
4,572
|
|
|
$
|
38,820
|
|
Series D
|
28,301
|
|
|
5,660
|
|
|
25,980
|
|
|
Series E
|
11,839
|
|
|
2,348
|
|
|
17,537
|
|
|
Series F
|
37,253
|
|
|
7,256
|
|
|
37,334
|
|
|
Series G
|
29,223
|
|
|
4,805
|
|
|
28,783
|
|
|
|
129,478
|
|
|
24,641
|
|
|
$
|
148,454
|
|
(b)
|
Common Stock
|
(c)
|
2000 and 2001 Stock Plans
|
(in thousands)
|
Number of shares
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual term (years)
|
|
Aggregate intrinsic value
|
|
Outstanding, December 31, 2017
|
5,369
|
|
|
$1.09
|
|
7.4
|
|
$29,863
|
Options granted
|
347
|
|
|
$9.70
|
|
|
|
|
Options exercised
|
(76
|
)
|
|
$0.81
|
|
|
|
|
Options canceled
|
(10
|
)
|
|
$1.66
|
|
|
|
|
Outstanding, March 31, 2018
|
5,630
|
|
|
$1.62
|
|
7.4
|
|
$47,168
|
Options exercisable at March 31, 2018
|
2,439
|
|
|
$0.85
|
|
6.8
|
|
$22,469
|
Options vested as of March 31, 2018 and expected to vest after March 31, 2018
|
4,518
|
|
|
$1.63
|
|
8.0
|
|
$43,536
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share data)
|
2018
|
|
2017
|
||||
Numerator:
|
|
|
|
||||
Net income (loss)
|
$
|
2,916
|
|
|
$
|
(1,213
|
)
|
Participating securities:
|
|
|
|
||||
Income allocated to participating securities
|
(2,916
|
)
|
|
—
|
|
||
Net income (loss) attributable to common stockholders
|
—
|
|
|
(1,213
|
)
|
||
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted-average common shares outstanding, basic and diluted
|
3,031
|
|
|
2,600
|
|
||
Net income (loss) per share:
|
|
|
|
||||
Net income (loss) per share attributable to common stockholders, basic and diluted
|
$
|
0.00
|
|
|
$
|
(0.47
|
)
|
|
Three Months Ended March 31,
|
||||
(in thousands)
|
2018
|
|
2017
|
||
Convertible preferred stock
|
24,642
|
|
|
19,837
|
|
Preferred stock warrants
|
214
|
|
|
214
|
|
Stock options to purchase common stock
|
5,630
|
|
|
4,382
|
|
Total
|
30,486
|
|
|
24,433
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Cost of revenues
|
$
|
27,738
|
|
|
$
|
20,920
|
|
|
$
|
6,818
|
|
|
32.6
|
%
|
Gross profit
|
$
|
14,729
|
|
|
$
|
8,967
|
|
|
$
|
5,762
|
|
|
64.3
|
%
|
Gross margin as % of revenue
|
34.7
|
%
|
|
30.0
|
%
|
|
—
|
|
|
4.7
|
%
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Sales, general, and administrative
|
$
|
6,238
|
|
|
$
|
4,629
|
|
|
$
|
1,609
|
|
|
34.8
|
%
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Interest expense, net
|
$
|
(219
|
)
|
|
$
|
(502
|
)
|
|
$
|
283
|
|
|
(56.4
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net income (loss)
|
$
|
2,916
|
|
|
$
|
(1,213
|
)
|
Income tax expense
|
1,149
|
|
|
1,156
|
|
||
Other (income) expense
|
(76
|
)
|
|
167
|
|
||
Interest expense, net
|
219
|
|
|
502
|
|
||
Depreciation and amortization
|
1,946
|
|
|
1,950
|
|
||
Stock-based compensation
|
162
|
|
|
73
|
|
||
Adjusted EBITDA
|
$
|
6,316
|
|
|
$
|
2,635
|
|
|
Three Months Ended
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net cash used in operating activities
|
$
|
(4,170
|
)
|
|
$
|
(3,746
|
)
|
Net cash used in investing activities
|
(3,390
|
)
|
|
(709
|
)
|
||
Net cash used in financing activities
|
(489
|
)
|
|
(272
|
)
|
||
Effect of exchange rate changes on cash
|
(16
|
)
|
|
141
|
|
||
Net decrease in cash
|
$
|
(8,065
|
)
|
|
$
|
(4,586
|
)
|
•
|
cease the manufacture, use or sale of the infringing products, processes or technology;
|
•
|
pay substantial damages for infringement;
|
•
|
expend significant resources to develop non-infringing products, processes or technology;
|
•
|
license technology from the party claiming infringement, which license may not be available on commercially reasonable terms, or at all;
|
•
|
cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or
|
•
|
pay substantial damages to our direct or indirect customers to cause our end users to discontinue their use of, or replace, infringing products with non-infringing products.
|
•
|
the increase, decrease, cancellation or rescheduling of significant customer orders;
|
•
|
declines in selling prices for our products;
|
•
|
delays in our product-shipment timing, customer or end-user sales or deployment cycles, or work performed under development contracts;
|
•
|
seasonality attributable to different purchasing patterns and levels of activity throughout the year in the areas where we operate;
|
•
|
the timing of revenue recognition based on the installation or acceptance of certain products shipped to our customers;
|
•
|
timing variability in product introductions, enhancements, services and technologies by us and our competitors and market acceptance of these new or enhanced products, services and technologies;
|
•
|
our ability to obtain export licenses for our products on a timely basis or at all;
|
•
|
the rate at which our present and future customers and end users adopt our technologies;
|
•
|
the gain or loss of a key customer;
|
•
|
product or customer mix;
|
•
|
competitive pricing pressures and new market entrants;
|
•
|
our ability to design, manufacture and introduce new products on a cost-effective and timely basis;
|
•
|
our ability to manage our inventory levels and any write-downs for excess or obsolete inventory;
|
•
|
our ability to collect outstanding accounts receivable balances;
|
•
|
changes in the amount and timing of our operating costs, including those related to the expansion of our business, operations and infrastructure;
|
•
|
impairment of values for goodwill, intangibles and other long-lived assets;
|
•
|
different capital expenditure and budget cycles for our customers, which affect the timing of their spending;
|
•
|
foreign currency fluctuations; and
|
•
|
economic and market conditions in a particular geography or country.
|
•
|
changing product specifications and customer requirements;
|
•
|
unanticipated engineering complexities;
|
•
|
expense reduction measures we have implemented, and others we may implement, to conserve our cash and attempt to achieve and sustain profitability;
|
•
|
difficulties in hiring and retaining necessary technical personnel;
|
•
|
difficulties in reallocating engineering resources and overcoming resource limitations; and
|
•
|
changing market or competitive product requirements.
|
•
|
diverting management time and focus from operating our business to acquisition integration;
|
•
|
difficulties integrating acquired products into our strategy and product plans;
|
•
|
customers moving to new suppliers as a result of the acquisition;
|
•
|
inability to retain employees from the business we acquire;
|
•
|
challenges associated with integrating employees from the acquired company into our organization;
|
•
|
difficulties integrating accounting, management information, human resource and other administrative systems to permit effective management of the business we acquire and realize efficiencies;
|
•
|
potential requirements for remediating controls, procedures and policies appropriate for a public company in the acquired business that prior to the acquisition lacked these controls, procedures and policies;
|
•
|
potential liability for past or present environmental, hazardous substance, or contamination concerns associated with the acquired business or its predecessors;
|
•
|
possible write-offs or impairment charges resulting from the acquisition; and
|
•
|
unanticipated or unknown liabilities relating to the acquired business.
|
•
|
merge or consolidate;
|
•
|
sell or transfer assets outside the ordinary course of business;
|
•
|
make certain types of investments and capital expenditures;
|
•
|
incur additional indebtedness or guarantee indebtedness of others;
|
•
|
pay dividends, redeem or repurchase our capital stock;
|
•
|
enter into transactions with affiliates outside the ordinary course of business; and
|
•
|
create liens on our assets.
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
changes in operating performance, stock market valuations and volatility in the market prices of other technology companies generally, or those in our industry in particular;
|
•
|
actual or anticipated quarterly variations in our results of operations or those of our competitors;
|
•
|
actual or anticipated changes in our growth rate relative to our competitors;
|
•
|
announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
|
•
|
manufacturing or supply interruptions;
|
•
|
developments with respect to intellectual property rights;
|
•
|
our ability to develop and market new and enhanced products on a timely basis;
|
•
|
commencement of, or our involvement in, litigation;
|
•
|
major changes in our Board of Directors or management;
|
•
|
changes in governmental regulations or in the status of our regulatory approvals;
|
•
|
the trading volume of our stock;
|
•
|
limited public float;
|
•
|
any future sales of our common stock or other securities;
|
•
|
failure of financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company or our failure to meet these estimates or the expectations of investors;
|
•
|
fluctuations in the values of companies perceived by investors to be comparable to us;
|
•
|
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; and
|
•
|
general economic conditions and slow or negative growth of related markets.
|
•
|
permit the Board of Directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;
|
•
|
provide that the authorized number of directors may be changed only by resolution of the Board of Directors;
|
•
|
provide that all vacancies on our Board of Directors may only be filled by our Board of Directors and not by stockholders;
|
•
|
divide the Board of Directors into three classes;
|
•
|
provide that a director may only be removed from the Board of Directors by the stockholders for cause;
|
•
|
require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be taken by written consent;
|
•
|
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and meet specific requirements as to the form and content of a stockholder's notice;
|
•
|
prevent cumulative voting rights (therefore allowing the holders of a plurality of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
|
•
|
provide that special meetings of our stockholders may be called only by the chairman of the board, our chief executive officer (or president, in the absence of a chief executive officer) or by the Board of Directors; and
|
•
|
provide that stockholders will be permitted to amend our amended and restated certificate of incorporation and amended and restated bylaws only upon receiving at least two-thirds of the total votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class.
|
Exhibit
Number
|
|
Incorporated by Reference
|
Filed Herewith
|
||
Description
|
Form
|
Date
|
Number
|
||
3.1
|
|
|
|
X
|
|
3.2
|
|
|
|
X
|
|
4.1
|
S-1/A
|
April 16, 2018
|
4.1
|
|
|
4.2
|
S-1
|
March 30, 2018
|
4.2
|
|
|
4.3
|
S-1
|
March 30, 2018
|
4.3
|
|
|
4.4
|
S-1
|
March 30, 2018
|
4.4
|
|
|
10.1+
|
S-1
|
March 30, 2018
|
10.6
|
|
|
10.2+
|
S-1
|
March 30, 2018
|
10.7
|
|
|
10.3+
|
S-1
|
March 30, 2018
|
10.8
|
|
|
10.4+
|
S-1
|
March 30, 2018
|
10.9
|
|
|
10.5
|
S-1
|
March 30, 2018
|
10.10
|
|
|
31.1
|
|
|
|
X
|
|
31.2
|
|
|
|
X
|
|
32.1*
|
|
|
|
X
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
X
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
X
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
X
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
X
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
X
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
X
|
+
|
Indicates a management contract or compensatory plan.
|
*
|
The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of nLIGHT, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
|
|
|
NLIGHT, INC.
|
|
|
|
Date: May 25, 2018
|
By:
|
/s/ SCOTT KEENEY
|
|
|
Scott Keeney
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
Date: May 25, 2018
|
By:
|
/s/ RAN BAREKET
|
|
|
Ran Bareket
|
|
|
Chief Financial Officer
(Principal Accounting and Financial Officer) |
|
|
|
|
|
Page
|
|
|
|
|
|
ARTICLE I - CORPORATE OFFICES
|
1
|
|
|
1.1
|
REGISTERED OFFICE
|
1
|
|
1.2
|
OTHER OFFICES
|
1
|
|
ARTICLE II - MEETINGS OF STOCKHOLDERS
|
1
|
|
|
2.1
|
PLACE OF MEETINGS
|
1
|
|
2.2
|
ANNUAL MEETING
|
1
|
|
2.3
|
SPECIAL MEETING
|
1
|
|
2.4
|
ADVANCE NOTICE PROCEDURES
|
2
|
|
2.5
|
NOTICE OF STOCKHOLDERS’ MEETINGS
|
8
|
|
2.6
|
QUORUM
|
8
|
|
2.7
|
ADJOURNED MEETING; NOTICE
|
8
|
|
2.8
|
CONDUCT OF BUSINESS
|
9
|
|
2.9
|
VOTING
|
9
|
|
2.1
|
STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
|
9
|
|
2.11
|
RECORD DATES
|
9
|
|
2.12
|
PROXIES
|
10
|
|
2.13
|
LIST OF STOCKHOLDERS ENTITLED TO VOTE
|
10
|
|
2.14
|
INSPECTORS OF ELECTION
|
11
|
|
ARTICLE III - DIRECTORS
|
11
|
|
|
3.1
|
POWERS
|
11
|
|
3.2
|
NUMBER OF DIRECTORS
|
11
|
|
3.3
|
ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
|
11
|
|
3.4
|
RESIGNATION AND VACANCIES
|
12
|
|
3.5
|
PLACE OF MEETINGS; MEETINGS BY TELEPHONE
|
12
|
|
3.6
|
REGULAR MEETINGS
|
12
|
|
3.7
|
SPECIAL MEETINGS; NOTICE
|
13
|
|
3.8
|
QUORUM; VOTING
|
13
|
|
3.9
|
BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
|
13
|
|
3.1
|
FEES AND COMPENSATION OF DIRECTORS
|
14
|
|
3.11
|
REMOVAL OF DIRECTORS
|
14
|
|
ARTICLE IV - COMMITTEES
|
14
|
|
|
4.1
|
COMMITTEES OF DIRECTORS
|
14
|
|
4.2
|
COMMITTEE MINUTES
|
14
|
|
4.3
|
MEETINGS AND ACTION OF COMMITTEES
|
15
|
|
4.4
|
SUBCOMMITTEES
|
15
|
|
ARTICLE V - OFFICERS
|
15
|
|
|
5.1
|
OFFICERS
|
15
|
|
5.2
|
APPOINTMENT OF OFFICERS
|
16
|
|
5.3
|
SUBORDINATE OFFICERS
|
16
|
|
5.4
|
REMOVAL AND RESIGNATION OF OFFICERS
|
16
|
|
5.5
|
VACANCIES IN OFFICES
|
16
|
|
5.6
|
REPRESENTATION OF SHARES OF OTHER ENTITIES
|
16
|
|
5.7
|
AUTHORITY AND DUTIES OF OFFICERS
|
17
|
|
ARTICLE VI - STOCK
|
|
||
6.1
|
STOCK CERTIFICATES; PARTLY PAID SHARES
|
17
|
|
6.2
|
SPECIAL DESIGNATION ON CERTIFICATES
|
17
|
|
6.3
|
LOST CERTIFICATES
|
18
|
|
6.4
|
DIVIDENDS
|
18
|
|
6.5
|
TRANSFER OF STOCK
|
18
|
|
6.6
|
STOCK TRANSFER AGREEMENTS
|
18
|
|
6.7
|
REGISTERED STOCKHOLDERS
|
19
|
|
ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER
|
19
|
|
|
7.1
|
NOTICE OF STOCKHOLDERS’ MEETINGS
|
19
|
|
7.2
|
NOTICE BY ELECTRONIC TRANSMISSION
|
19
|
|
7.3
|
NOTICE TO STOCKHOLDERS SHARING AN ADDRESS
|
20
|
|
7.4
|
NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL
|
20
|
|
7.5
|
WAIVER OF NOTICE
|
20
|
|
ARTICLE VIII - INDEMNIFICATION
|
21
|
|
|
8.1
|
Indemnification of Directors and Officers in Third Party Proceedings
|
21
|
|
8.2
|
Indemnification of Directors and Officers in Actions by or in the Right of the CORPORATION
|
21
|
|
8.3
|
Successful Defense
|
21
|
|
8.4
|
Indemnification of Others
|
22
|
|
8.5
|
Advanced Payment of Expenses
|
22
|
|
8.6
|
Limitation on Indemnification
|
22
|
|
8.7
|
Determination; Claim
|
23
|
|
8.8
|
Non-Exclusivity of Rights
|
23
|
|
8.9
|
Insurance
|
23
|
|
8.1
|
Survival
|
24
|
|
8.11
|
Effect of Repeal or Modification
|
24
|
|
8.12
|
Certain Definitions
|
24
|
|
ARTICLE IX - GENERAL MATTERS
|
24
|
|
|
9.1
|
EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
|
24
|
|
9.2
|
FISCAL YEAR
|
25
|
|
9.3
|
SEAL
|
25
|
|
9.4
|
CONSTRUCTION; DEFINITIONS
|
25
|
|
ARTICLE X - AMENDMENTS
|
25
|
|
|
|
|
/s/ Kerry Hill
|
|
Kerry Hill, Secretary
|
1.
|
I have reviewed this quarterly report on Form 10-Q of
nLIGHT, Inc.
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 25, 2018
|
|
/s/ SCOTT KEENEY
|
Scott Keeney
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of
nLIGHT, Inc.
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 25, 2018
|
|
/s/ RAN BAREKET
|
Ran Bareket
|
Chief Financial Officer (Principal Accounting and Financial Officer)
|
1.
|
the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ SCOTT KEENEY
|
|
Scott Keeney
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
/s/ RAN BAREKET
|
|
Ran Bareket
|
|
Chief Financial Officer (Principal Accounting and Financial Officer)
|