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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/23/22 Fast Radius, Inc. S-1 107:21M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 4.75M
2: EX-5.1 Opinion of Counsel re: Legality HTML 35K
3: EX-23.1 Consent of Expert or Counsel HTML 29K
4: EX-FILING FEES Filing Fees HTML 38K
10: R1 Cover Page HTML 45K
11: R2 Condensed Consolidated Balance Sheets HTML 138K
12: R3 Condensed Consolidated Balance Sheets HTML 43K
(Parenthetical)
13: R4 Condensed Consolidated Statements of Net Loss and HTML 122K
Comprehensive Loss
14: R5 Consolidated Statement of Changes in Stockholders' HTML 184K
Deficit Equity
15: R6 Condensed Consolidated Statement of Cash Flows HTML 146K
16: R7 Description of Organization and Business HTML 51K
Operations
17: R8 Nature of Operations and Basis of Presentation HTML 52K
18: R9 Summary of Significant Accounting Policies HTML 136K
19: R10 Business Combination HTML 58K
20: R11 Supplemental Financial Information HTML 70K
21: R12 Revenue HTML 66K
22: R13 Property and Equipment HTML 47K
23: R14 Debt HTML 193K
24: R15 Income Taxes HTML 80K
25: R16 Taxes HTML 82K
26: R17 Warrants HTML 74K
27: R18 Employee Benefit Plan HTML 37K
28: R19 Related Party Transactions HTML 53K
29: R20 Commitments & Contingencies HTML 47K
30: R21 Stock Based Compensation HTML 123K
31: R22 Restructuring HTML 50K
32: R23 Stockholders' Equity (Deficit) HTML 59K
33: R24 Fair Value Measurements HTML 181K
34: R25 Net Loss Per Share HTML 56K
35: R26 Subsequent Events HTML 41K
36: R27 Summary of Significant Accounting Policies HTML 172K
(Policies)
37: R28 Summary of Significant Accounting Policies HTML 80K
(Tables)
38: R29 Business Combination (Tables) HTML 44K
39: R30 Supplemental Financial Information (Tables) HTML 95K
40: R31 Revenue (Tables) HTML 57K
41: R32 Property and Equipment (Tables) HTML 60K
42: R33 Debt (Tables) HTML 186K
43: R34 Income Taxes (Tables) HTML 81K
44: R35 Commitments & Contingencies (Tables) HTML 39K
45: R36 Warrants (Tables) HTML 65K
46: R37 Stock Based Compensation (Tables) HTML 110K
47: R38 Restructuring (Tables) HTML 51K
48: R39 Fair Value Measurements (Tables) HTML 191K
49: R40 Net Loss Per Share (Table) HTML 52K
50: R41 Description of Organization and Business HTML 55K
Operations - Additional Information (Details)
51: R42 Nature of Operations and Basis of Presentation - HTML 37K
Additional Information (Detail)
52: R43 Summary of Significant Accounting Policies - HTML 119K
Additional Information (Details)
53: R44 Summary of Significant Accounting Policies - HTML 49K
Summary Of Property And Equipment Are Depreciated
Over The Estimated Useful Life Of The Asset
(Details)
54: R45 Summary of Significant Accounting Policies - HTML 40K
Summary Of Inventories (Details)
55: R46 Summary of Significant Accounting Policies - HTML 42K
Summary Of Total Revenue And Accounts Receivable
(Details)
56: R47 Summary of Significant Accounting Policies - HTML 45K
Summary Of Components Of Accounts Receivable And
Activity In The Allowance For Doubtful Accounts
(Details)
57: R48 Business Combination - Additional Information HTML 99K
(Details)
58: R49 Business Combinations - Schedule of Reconciliation HTML 61K
of Elements of Business Combination to Unaudited
Condensed Consolidated Statements of Stockholders'
Equity (Deficit) and Cash Flows (Details)
59: R50 Supplemental Financial Information - Summary of HTML 38K
Activity in Allowance for Doubtful Accounts
(Details)
60: R51 Supplemental Financial Information - Summary of HTML 37K
Inventories (Details)
61: R52 Supplemental Financial Information - Summary of HTML 55K
Property and Equipment, Net (Details)
62: R53 Supplemental Financial Information - Additional HTML 34K
Information (Details)
63: R54 Revenue - Summary of Revenue by Geographic HTML 47K
Location (Details)
64: R55 Revenue - Additional Information (Details) HTML 48K
65: R56 Property and Equipment - Summary of Property and HTML 53K
Equipment (Details)
66: R57 Property and Equipment - Additional Information HTML 33K
(Details)
67: R58 Debt - Summary of Short and Long-Term Debt HTML 88K
(Details)
68: R59 Debt - Summary of Future Principal Repayments of HTML 45K
Debt (Details)
69: R60 Debt - Summary of Interest Expense (Details) HTML 58K
70: R61 Debt - Summary of Convertible Notes and HTML 64K
Derivatives (Details)
71: R62 Debt - Additional Information (Detail) HTML 388K
72: R63 Income Taxes - Additional Information (Details) HTML 50K
73: R64 Income Taxes - Summary of Components of Company's HTML 41K
Loss Before Income Taxes (Details)
74: R65 Income Taxes - Summary of Reconciliation of HTML 47K
Federal Statutory Income Tax Provision (Details)
75: R66 Income Taxes - Summary of Deferred Income Tax HTML 59K
Assets and Liabilities (Details)
76: R67 Income Taxes - Summary of Valuation Allowances HTML 35K
(Details)
77: R68 Taxes - Additional Information (Details) HTML 35K
78: R69 Related Party Transactions - Additional HTML 190K
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79: R70 Temporary Equity and Stockholders' Deficit - HTML 32K
Additional Information (Details)
80: R71 Commitments & Contingencies - Additional HTML 50K
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81: R72 Commitments & Contingencies - Schedule of Future HTML 43K
Minimum Non-Cancelable Lease Payments Under the
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82: R73 Stockholders' Equity (Deficit) - Additional HTML 129K
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83: R74 Warrants - Schedule of Stock Warrant Activity HTML 66K
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85: R76 Stock Based Compensation - Summary Of Stock-Based HTML 44K
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86: R77 Stock Based Compensation - Summary Of HTML 49K
Black-Scholes Option-Pricing Model (Details)
87: R78 Stock Based Compensation - Additional Information HTML 215K
(Detail)
88: R79 Stock Based Compensation - Summary of Company's HTML 107K
stock options issued to employees, founders and
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89: R80 Stock Based Compensation - Summary of RSU Activity HTML 53K
(Detail)
90: R81 Stock Based Compensation - Summary of Valuation HTML 46K
Model Incorporated Following Key Assumptions on
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91: R82 Restructuring -Schedule of Restructuring Expenses HTML 43K
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92: R83 Restructuring - Summary of Activity in Liability HTML 37K
Related to Workforce Reduction Employee
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93: R84 Restructuring- Additional Information (Details) HTML 39K
94: R85 Fair Value Measurements - Additional Information HTML 33K
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Information Regarding Fair Value Measurements
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Fair Value of Warrants (Details)
97: R88 Fair Value Measurements - Summary of Fair Value of HTML 53K
Assets and Liabilities Measured at Fair Value on a
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98: R89 Fair Value Measurements - Summary Of Changes In HTML 45K
Fair Value Of Related Party Derivative Liabilities
Related To Convertible Notes (Details)
99: R90 Fair Value Measurements - Summary Of Weighted HTML 76K
Average Significant Unobservable Inputs Used In
The Measuring The Derivative Liability (Details)
100: R91 Net Loss Per Share - Schedule of Reconciliation of HTML 64K
the Numerator and Denominator for the Basic and
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101: R92 Net Loss Per Share - Additional Information HTML 35K
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102: R93 Subsequent Events - Additional Information HTML 86K
(Detail)
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| Form S-1 |
Delaware |
3559 |
85-3692788 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| i Non-accelerated filer |
☒ | Smaller reporting company | i ☒ | |||
| Emerging growth company | i ☒ | |||||
ii |
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iv |
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8 |
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60 |
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83 |
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100 |
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F-1 |
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• |
the Company’s ability to execute its business strategy, including monetization of solutions and services provided; |
• |
the Company’s ability to scale and adapt existing technology, processes, and infrastructure to meet the needs of its business; |
• |
the Company’s ability to realize the benefits expected from the Business Combination; |
• |
the Company’s ability to continue to develop new solutions and innovations to meet constantly evolving customer demands; |
• |
the Company’s ability to acquire or make investments in other businesses, patents, technologies, solutions, or services to grow the business; |
• |
the Company’s ability to compete in the markets it serves; |
• |
the Company’s ability to increase brand awareness; |
• |
the Company’s ability to develop, design, and sell solutions that are differentiated from those of competitors; |
• |
the Company’s ability to anticipate the impact of the COVID-19 pandemic and its effect on business and financial conditions; |
• |
the Company’s ability to manage risks associated with operational changes in response to the COVID-19 pandemic; |
• |
the Company’s ability to retain and hire necessary employees; |
• |
the Company’s ability to attract, train, and retain effective officers, key employees or directors; |
• |
the Company’s ability to enhance future operating and financial results; |
• |
the Company’s ability to comply with laws and regulations applicable to its business; |
• |
the Company’s ability to stay abreast of modified or new laws and regulations applying to its business, including trade export and privacy regulations; |
• |
the Company’s ability to anticipate the impact of, and response to, new accounting standards; |
• |
the Company’s ability to respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; |
• |
the Company’s ability to anticipate the significance and timing of contractual obligations; |
• |
the Company’s ability to maintain key strategic relationships with customers and suppliers; |
• |
the Company’s ability to respond to uncertainties associated with solution development and market acceptance; |
• |
the Company’s ability to successfully defend litigation; |
• |
the Company’s ability to upgrade and maintain information technology systems; |
• |
the Company’s ability to acquire and protect intellectual property; |
• |
the Company’s ability to anticipate rapid technological changes; |
• |
the Company’s ability to meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; |
• |
the Company’s ability to maintain the listing of its securities on NASDAQ or another national securities exchange; |
• |
the Company’s ability to effectively respond to general economic and business conditions; |
• |
the Company’s ability to implement and maintain effective internal controls over financial reporting; |
• |
the Company’s ability to obtain additional capital, including through the use of the debt markets; |
• |
the Company’s ability to successfully deploy the proceeds from the Business Combination and the PIPE Investment (as defined below); |
• |
the Company’s ability to continue as a going concern; |
• |
the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of our solutions; |
• |
increasing competition in the advanced manufacturing industry; |
• |
the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, and demographic trends; and |
• |
any defects in new solutions or enhancements to existing solutions. |
| • | Design |
| • | Make front-end user experience to facilitate the ordering and procurement process for industrial-grade parts. Users also have access to a set of features that shows exactly where their part is in the production process, enhancing visibility into production and order status. |
| • | Move |
1 |
Our Net Promoter Score is a three-month rolling average of our NPS score derived through regular online surveys we send to customers after parts have been shipped to and/or received by the customer. |
2 |
NPS is a score that measures the likelihood of users to recommend a company’s products or services to others, and ranges from a low of negative 100 to high of positive 100, and benchmark scores can vary |
| significantly by industry. A score greater than zero represents a company having more promoters than detractors. Industry average NPS is based on survey data from Clearly Rated: |
| • | Merger Sub merged with and into Legacy Fast Radius, with Legacy Fast Radius surviving as a wholly-owned subsidiary of the Company; |
| • | each share of Legacy Fast Radius capital stock that was issued and outstanding was cancelled and converted into the right to receive (i) approximately 2.1 shares of Common Stock and (ii) approximately 0.3 Merger Earnout Shares; |
| • | each outstanding and unexercised option to purchase Legacy Fast Radius common stock was assumed by the Company and converted into an option (each such option, an “ Exchanged Option |
| • | each outstanding restricted stock award relating to shares of Legacy Fast Radius common stock converted into restricted stock awards (each such restricted stock award, an “ Exchanged Restricted Stock Award |
| • | each restricted stock unit relating to Legacy Fast Radius common stock (each, a “ Legacy Fast Radius RSU Vested RSU |
| • | each outstanding Legacy Fast Radius RSU (other than Vested RSUs) converted into an award of restricted stock units (each such restricted stock unit, an “ Exchanged RSU |
| of 2.3 shares of Common Stock. Each Exchanged RSU will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Legacy Fast Radius RSU immediately prior to the effective time of the Merger; |
| • | each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into one validly issued, fully paid and nonassessable share of Legacy Fast Radius common stock held by the Company; |
| • | all of the outstanding 8,625,000 shares of the Company’s Class B common stock, par value of $0.0001 per share (the “ Class B Common Stock Sponsor GSAM |
| • | all of the ENNV units were separated into one share of Common Stock and one-quarter (1/4) of one Warrant to purchase one share of Common Stock at an exercise price of $11.50 per share; and |
| • | the Company issued an aggregate of 125,000 shares of Common Stock to GSAM pursuant to the Forward Purchase Agreement. |
| • | We require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all. If we fail to obtain additional capital on terms that are acceptable, we may not be able to implement such plans for business growth fully, if at all. |
| • | Without obtaining adequate capital funding or improving our financial performance, we may not be able to continue as a going concern. |
| • | We are an early-stage company with a history of losses. We have not been profitable historically and may not achieve or maintain profitability for any period in the future or sustain cash flow from operating activities. |
| • | We have a relatively limited operating history and have experienced rapid growth, which makes evaluating our current business and future prospects difficult and may increase the risk of your investment. |
| • | Our recent restructuring activities undertaken to reduce our operating expenses may not be successful. |
| • | We may not timely and effectively scale and adapt our existing technology, processes, and infrastructure to meet the needs of our business. |
| • | Our operating results may fluctuate significantly from period-to-period |
| • | The global COVID-19 pandemic has significantly affected our business and operations. |
| • | We face intense and growing competition in the advanced manufacturing industry. Our inability to compete effectively with competitors could affect our ability to achieve our anticipated market penetration and achieve or sustain profitability. |
| • | The advanced manufacturing industry in which we operate is characterized by rapid technological change, requiring continual innovation and development of new solutions and innovations to meet constantly evolving customer demands. |
| • | Forecasts of our market and market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, there can be no assurance that our business will serve a significant portion of the market or grow at similar rates, or at all. |
| • | We may experience significant delays in the design, production and launch of our advanced manufacturing solutions and enhancements to existing solutions, and we may be unable to successfully commercialize solutions on our planned timelines. |
| • | If demand for our solutions does not grow as expected, or if market adoption of advanced manufacturing and our Cloud Manufacturing Platform does not continue to develop, or develops more slowly than expected, our revenues may stagnate or decline, and our business may be adversely affected. |
| • | We rely on a limited number of third-party logistics providers for distribution of our products, and their failure to distribute products effectively would adversely affect our sales. |
| • | Our bookings might not accurately predict our future revenue, and we might not realize all or any part of the anticipated revenues reflected in bookings. |
| • | A real or perceived defect, security vulnerability, error or performance failure in our software or technical problems or disruptions caused by our third-party service providers could cause us to lose revenue, damage our reputation and expose us to liability. |
| • | We may not be able to adequately protect our proprietary and intellectual property rights in our data or technology. |
| • | If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected. |
| • | Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes Oxley Act could impair our ability to produce timely and accurate financial statements or comply with applicable regulations and have a material adverse effect on our business. |
| • | We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain effective internal control over financial |
| reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations. |
| Securities offered by the selling stockholder |
We are registering the resale by the selling stockholder named in this prospectus, or its permitted transferee, of up to an aggregate of 14,643,920 shares of Common Stock consisting of: |
| • | 910,481 shares of Common Stock to be issued to Lincoln Park as consideration for its commitment to purchase shares of our Common Stock under the Purchase Agreement (the “ Commitment Shares ”) consisting of 728,385 shares of Common Stock issued to Lincoln Park on May 11, 2022, and an additional 182,096 shares of Common Stock we are obligated to issue to Lincoln Park on the date of the first Regular Purchase. We will not receive any cash proceeds from the issuance of these Commitment Shares; and |
| • | up to 13,733,439 shares of Common Stock that we may sell to Lincoln Park, from time to time over the next 24 months in accordance with the Purchase Agreement. |
| Terms of the offering |
The selling stockholder will determine if, when and how they will dispose of the shares registered pursuant to the registration statement of which this prospectus forms a part. |
| Shares of Common Stock outstanding prior to the offering |
As of August 5, 2022, 75,637,731 shares of our Common Stock were issued and outstanding. |
| Shares of Common Stock outstanding after the offering |
89,553,266 shares of Common Stock (assuming a sale of 13,915,535 shares inclusive of the remaining 182,096 shares of our Common Stock being issued to Lincoln Park as Commitment Shares). The actual number of shares issued will vary depending on the prices at which we sell shares, if any, to Lincoln Park. |
| Use of proceeds |
We will not receive any proceeds from the sale of shares of Common Stock by the selling stockholder. We may receive up to $30,000,000 in gross proceeds from the sale of shares to Lincoln Park pursuant to the Purchase Agreement from time to time after the date that the registration statement of which this prospectus is a part is declared effective. We intend to use any proceeds we receive for working capital and general corporate purposes. See “ Use of Proceeds |
| Risk factors |
See “ Risk Factors |
| NASDAQ symbol for our Common Stock |
“FSRD” |
| • | the degree of market acceptance of our Cloud Manufacturing Platform and related solutions; |
| • | our ability to compete with competitors and new entrants into our markets; |
| • | changes in our pricing policies or those of our competitors, including our response to price competition; |
| • | the effectiveness of our securing new orders and fulfilling existing orders; |
| • | the adoption and capital expenditure cycles of our customers’ sales cycle, and seasonality among our customers; |
| • | the impact of the COVID-19 pandemic on our customers, suppliers, manufacturers, and operations; |
| • | the mix of products that we sell and the cost of manufacturing during any period; |
| • | the cost to acquire new customers through our various customer acquisition channels, including digital marketing, inside sales, and business development; |
| • | The financial position of our customers; |
| • | the retention rates and average revenue and gross margins of existing and new customers; |
| • | the timing of our sales and deliveries of products to customers; |
| • | changes in the amount that we spend to develop and manufacture new solutions or technologies; |
| • | timing of expenditures to develop and bring to market new or enhanced solutions and the generation of revenue from those solutions; |
| • | changes in the cost of satisfying our warranty obligations and servicing products; |
| • | litigation-related expenses and/or liabilities; |
| • | the effectiveness of our internal controls and ability to remediate the material weaknesses in our internal control over financial reporting; |
| • | unforeseen liabilities or difficulties in integrating our acquisitions or newly acquired businesses; |
| • | our ability to collect against our accounts receivables balances from our customers in a timely manner, or at all; |
| • | disruptions to our internal and third-party supplier facilities and processes; |
| • | disruptions to our information technology systems or our third-party suppliers; |
| • | disruptions to our global supply chain, including raw materials availability; |
| • | the geographic distribution of our sales; |
| • | general economic and industry conditions that affect customer demand; and |
| • | changes in accounting rules and tax laws. |
| • | predict future customer demand; |
| • | develop cost effective new solutions and technologies that address the increasingly complex needs of prospective customers; |
| • | enhance our existing solutions and technologies; |
| • | respond to technological advances and emerging industry standards and certifications on a cost-effective and timely basis; |
| • | adequately protect our intellectual property as we develop new solutions and technologies; |
| • | identify the appropriate technology or solutions to which to devote our resources; or |
| • | ensure the availability of cash resources to fund research and development. |
| • | misalignment between the solutions and customer needs; |
| • | length of sales cycles; |
| • | insufficient solution innovation; |
| • | solution quality and performance issues; |
| • | insufficient resources or qualified personnel to develop the solution; |
| • | failure of the solution to perform in accordance with the customer’s expectations and industry standards; |
| • | inability to procure parts of adequate quality needed to build a product on commercially acceptable terms, or at all; |
| • | insufficient labor or process stability to build the product to required specifications; |
| • | ineffective distribution, sales, and marketing; |
| • | delay in obtaining any required regulatory approvals; |
| • | the impact of the COVID-19 pandemic on production and demand for our solutions; |
| • | unexpected production costs and delays; or |
| • | release of competitive solutions. |
| • | If we fail to supply products in accordance with contractual terms, including terms related to time of delivery and performance specifications, we may be required to repair or replace defective products and may become liable for direct, special, consequential and other damages, even if manufacturing or delivery was outsourced; |
| • | Raw materials used in the manufacturing process, labor and other key inputs may become scarce, obsolete, and expensive, causing our costs to exceed cost projections and associated revenues; |
| • | Manufacturing processes typically involve large machinery, fuels, and chemicals, any or all of which may lead to accidents involving bodily harm, destruction of facilities and environmental contamination and associated liabilities; |
| • | As our manufacturing operations expand, we expect that a portion of our manufacturing will be done in regions outside the United States, either by third-party contractors or in a factory owned by us. Any manufacturing done in such locations presents risks associated with quality control, currency exchange rates, foreign laws and customs, timing and loss risks associated with international transportation and potential adverse changes in the political, legal, and social environment in the host county; |
| • | We have made, and may be required to make, representations as to our right to supply and/or license intellectual property and to our compliance with laws. Such representations are usually supported by indemnification provisions requiring us to defend our customers and otherwise make them whole if we license or supply products that infringe on third-party technologies or violate government regulations; |
| • | As our manufacturing operations scale, so will our dependence on skilled labor at both in-house and third-party manufacturing facilities. If we are unable to obtain and maintain skilled labor resources, we may unable to meet customer production demands; and |
| • | With scaling production volume, demand for our products may make up a significant percentage of global volume in select categories or commodities. Such commodities could be subject to large pricing swings due to the global political, legal, and social environment and could cause our costs to exceed production and associated revenues. |
| • | diversion of management’s attention from existing operations; |
| • | unanticipated costs or liabilities associated with the acquisition, including risks associated with acquired intellectual property and/or technologies; |
| • | difficulties in, and the cost of, integrating personnel and cultures, operations, technologies, solutions, and services which may lead to failure to achieve the expected benefits on a timely basis or at all; |
| • | challenges in achieving strategic objectives, cost savings and other anticipated benefits; |
| • | inability to maintain relationships with key customers, suppliers, vendors and other third parties on which the purchased business relies; |
| • | the difficulty of incorporating acquired technology and rights into our solutions and solution portfolio and of maintaining quality and security standards consistent with our brand; |
| • | ineffective controls, procedures and policies inherited from the acquired company or during the transition and integration; |
| • | inability to generate sufficient revenue to offset acquisition and/or investment costs; |
| • | negative impact to our results of operations because of the amortization and depreciation of amounts related to acquired intangible assets and fixed assets; |
| • | requirements to record certain acquisition-related costs and other items as current period expenses, which would have the effect of reducing our reported earnings in the period in which an acquisition is consummated; |
| • | the loss of acquired unearned revenue and unbilled unearned revenue; |
| • | recording goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such period; |
| • | use of substantial portions of our available cash, issuance of dilutive equity or the incurrence of debt to consummate the acquisition; |
| • | potential write-offs of acquired assets or investments, and potential financial and credit risks associated with acquired customers; |
| • | tax effects and costs of any such acquisitions, including the related integration into our tax structure and assessment of the impact on the realizability of our future tax assets or liabilities; |
| • | the potential entry into new markets in which we have little or no experience or where competitors may have stronger market positions; and |
| • | currency and regulatory risks associated with conducting operations in foreign countries. |
| • | the size, complexity and duration of the products being manufactured; |
| • | changes in delivery schedules; and |
| • | the cancellation or delay of a contract or purchase order. |
| • | our operations are disrupted or shut down; |
| • | our confidential, proprietary information is stolen or disclosed; |
| • | we incur costs or are required to pay fines in connection with stolen customer, employee, or other confidential information; or |
| • | we must dedicate significant resources to system repairs or increase cyber security protection. |
| • | unexpected increases in manufacturing and repair costs; |
| • | inability to control the quality and reliability of products or materials; |
| • | inability to control delivery schedules; |
| • | potential liability for expenses incurred by third-party suppliers in reliance on our forecasts that later prove to be inaccurate; |
| • | potential lack of adequate capacity to manufacture all or a part of the products we require; |
| • | potential labor unrest affecting the ability of the third-party suppliers to produce our products; and |
| • | unexpected component or process obsolescence making key components unavailable. |
| • | potential shortages of some key components; |
| • | product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced; |
| • | discontinuation of a product or certain materials on which we rely; |
| • | potential insolvency of these vendors; and |
| • | reduced control over delivery schedules, manufacturing capabilities, quality, and costs. |
| • | difficulties in staffing and managing foreign operations; |
| • | limited protection for the enforcement of contract and intellectual property rights in certain countries where we may sell our products or work with suppliers or other third parties; |
| • | potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable; |
| • | costs and difficulties of customizing products for foreign countries; |
| • | challenges in providing solutions across a significant distance, in different languages and among different cultures; |
| • | laws and business practices favoring local competition; |
| • | being subject to a wide variety of complex foreign laws, treaties and regulations and adjusting to any unexpected changes in such laws, treaties, and regulations, including local labor laws; |
| • | strict laws and regulations governing privacy and data security, including the European Union’s General Data Protection Regulation; |
| • | uncertainty and resultant political, financial and market instability arising from the United Kingdom’s exit from the European Union; |
| • | compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act; |
| • | tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; |
| • | operating in countries with a higher incidence of corruption and fraudulent business practices; |
| • | changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices, and data privacy concerns; |
| • | failure by our distribution partners to comply with local laws or regulations, export controls, tariffs and embargoes or other trade restrictions; |
| • | potential adverse tax consequences arising from global operations; |
| • | seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and at year end globally; |
| • | rapid changes in government, economic and political policies, and conditions; and |
| • | political or civil unrest or instability, terrorism, war or epidemics and other similar outbreaks or events. |
| • | require that we obtain and maintain material governmental authorizations and approvals to conduct our business as it is currently conducted; |
| • | require certification and disclosure of cost and pricing data in connection with certain contract negotiations; |
| • | impose rules that define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts; |
| • | may require certain products that the U.S. government purchases to be manufactured in the U.S. and other relatively high-cost manufacturing locations under Buy American Act or other regulations, and we may not manufacture all products in locations that meet these requirements, which may preclude our ability to sell some solutions or services; |
| • | restrict the use and dissemination of information classified for national security purposes and the export of certain products and technical data; and |
| • | impose requirements relating to ethics and business practices, which carry penalties for noncompliance ranging from monetary fines and damages to loss of the ability to do business with the U.S. government as a prime contractor or subcontractor. |
| • | be expensive and time consuming to defend; |
| • | cause us to cease making, licensing, or using our Cloud Manufacturing Platform or solutions that incorporate the challenged intellectual property; |
| • | require us to modify, redesign, reengineer or rebrand our Cloud Manufacturing Platform or solutions, if feasible; |
| • | divert management’s attention and resources; or |
| • | require us to enter into royalty or licensing agreements to obtain the right to use a third-party’s intellectual property. |
| • | We did not design and maintain formal accounting policies, procedures, and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the preparation and review of account reconciliations, journal entries, and complex transactions; and |
| • | We did not design and maintain effective controls over segregation of duties for key financial processes and access within IT systems, which includes certain personnel having the ability to both prepare and post manual journal entries without an independent review by someone without the ability to prepare and post manual journal entries. |
| • | Revenue was recorded incorrectly for transactions which we could not assert that collection from the customer was probable under the requirements of Accounting Standard Codification (“ASC”) 606. |
| • | Software capitalization costs and the associated amortization were incorrectly calculated and recorded due to errors in tracking the time period when the design, development and testing of the software occurs and is therefore capitalizable under ASC 350-40. |
| • | We incorrectly accrued certain transaction costs twice. |
| • | Certain transaction-related fees that were paid were incorrectly classified as operating cash flows on the condensed consolidated statement of cash flows |
| • | previously engaged a third party through July 2022 to assist with the preliminary development of a Sarbanes-Oxley program; |
| • | hiring competent and qualified accounting and reporting personnel with appropriate knowledge and experience of GAAP and SEC financial reporting requirements; |
| • | establishing and designing internal financial reporting structures and authorizing certain departments or capable and responsible persons to be in charge of the overall financial management and financial objectives of the Company; |
| • | establishing an ongoing program to provide sufficient additional training to our accounting staff, especially training related to GAAP and SEC financial reporting requirements; |
| • | designing and preparing accounting policies in accordance with relevant rules, especially in relation to complex and major transactions; and |
| • | updating our policies and procedures to address segregation of duties for key financial processes. |
| • | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act; |
| • | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (i.e., an auditor discussion and analysis); |
| • | reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements; and |
| • | exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved, and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees. |
| • | the impact of the COVID-19 pandemic on our financial condition and the results of operations; |
| • | our operating and financial performance and prospects; |
| • | our quarterly or annual earnings or those of other companies in our industry compared to market expectations; |
| • | conditions that impact demand for our products and/or services; |
| • | future announcements concerning our business, our clients’ businesses or our competitors’ businesses; |
| • | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
| • | the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the Jumpstart Our Business Startups Act (the “ JOBS Act |
| • | the size of our public float; |
| • | coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; |
| • | market and industry perception of our success, or lack thereof, in pursuing our growth strategy; |
| • | strategic actions by us or our competitors, such as acquisitions or restructurings; |
| • | changes in laws or regulations which adversely affect our industry or us; |
| • | privacy and data protection laws, privacy or data breaches, or the loss of data; |
| • | changes in accounting standards, policies, guidance, interpretations or principles; |
| • | changes in senior management or key personnel; |
| • | the restatement of our financial statements; |
| • | issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; |
| • | changes in our dividend policy; |
| • | adverse resolution of new or pending litigation against us; and |
| • | changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events. |
| • | a limited availability of market quotations for our securities; |
| • | a determination that the Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our Common Stock; |
| • | a limited amount of analyst coverage; and |
| • | a decreased ability to issue additional securities or obtain additional financing in the future. |
| • | a staggered board, which means that our board of directors is classified into three classes of directors with staggered three-year terms and directors will only be able to be removed from office for cause; |
| • | limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes; |
| • | a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; |
| • | a forum selection clause, which means certain litigation against us can only be brought in Delaware; |
| • | the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and |
| • | advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. |
| • | 11,000,000 shares reserved under the Incentive Plan; |
| • | 2,150,000 shares reserved under the ESPP; |
| • | 10,000,000 Earnout Shares; |
| • | 6,891,667 Private Warrants Shares; |
| • | 8,624,972 Public Warrants Shares; |
| • | 92,081 shares issued upon the exercise of options after June 30, 2022 with a weighted average price of $0.69 per share; |
| • | approximately 16.2 million shares underlying outstanding options and RSUs; and |
| • | 182,096 Commitment Shares and 13,733,439 additional shares which may be issued to Lincoln Park in the future under the Purchase Agreement, should we elect to sell shares to Lincoln Park. |
For the Three Months Ended June 30, |
||||||||||||||||
| (in thousands) |
2022 |
2021 |
Change ($) |
Change (%) |
||||||||||||
| Revenues |
$ | 7,275 | $ | 4,867 | $ | 2,408 | 49 | % | ||||||||
| Cost of revenues (1) |
7,015 | 4,062 | 2,953 | 73 | % | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Gross Profit |
260 |
805 |
(545 |
) |
-68 |
% | ||||||||||
| Operating expenses |
||||||||||||||||
| Sales and marketing (1) |
5,877 | 5,283 | 594 | 11 | % | |||||||||||
| General and administrative (1) |
14,717 | 8,783 | 5,934 | 68 | % | |||||||||||
| Research and development (1) |
1,897 | 1,541 | 356 | 23 | % | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Total operating expenses |
22,491 |
15,607 |
6,884 |
44 |
% | |||||||||||
| Loss from Operations |
(22,231 |
) |
(14,802 |
) |
(7,429 |
) |
50 |
% | ||||||||
| Change in fair value of warrants |
1,326 | 201 | 1,125 | 560 | % | |||||||||||
| Change in fair value of derivatives |
— | 6 | (6 | ) | n/m | |||||||||||
| Interest income and other income (expense), net |
31 | (6 | ) | 37 | -617 | % | ||||||||||
| Interest expense, including amortization of debt issuance costs |
(1,313 | ) | (504 | ) | (809 | ) | 161 | % | ||||||||
| |
|
|
|
|
|
|||||||||||
| Loss before income taxes |
(22,187 |
) |
(15,105 |
) |
(7,082 |
) |
47 |
% | ||||||||
| Provision for income taxes |
— | — | — | n/m | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net Loss |
$ |
(22,187 |
) |
$ |
(15,105 |
) |
$ |
(7,082 |
) |
47 |
% | |||||
| |
|
|
|
|
|
|||||||||||
| (1) Includes stock-based compensation, as follows: |
||||||||||||||||
| Cost of Revenues |
$ | 27 | $ | 3 | $ | 24 | 800 | % | ||||||||
| General and Administrative |
1,834 | 151 | 1,683 | 1115 | % | |||||||||||
| Selling and Marketing |
196 | 37 | 159 | 430 | % | |||||||||||
| Research & Development |
505 | 16 | 489 | 3056 | % | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Total |
$ |
2,562 |
$ |
207 |
$ |
2,355 |
1138 | % | ||||||||
| |
|
|
|
|
|
|||||||||||
For the Six Months Ended June 30, |
||||||||||||||||
| (in thousands) |
2022 |
2021 |
Change ($) |
Change (%) |
||||||||||||
| Revenues |
$ | 13,537 | $ | 8,663 | $ | 4,874 | 56 | % | ||||||||
| Cost of revenues (1) |
12,644 | 7,028 | 5,616 | 80 | % | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Gross Profit |
893 |
1,635 |
(742 |
) |
-45 |
% | ||||||||||
| Operating expenses |
||||||||||||||||
| Sales and marketing (1) |
12,213 | 8,752 | 3,461 | 40 | % | |||||||||||
| General and administrative (1) |
52,942 | 16,495 | 36,447 | 221 | % | |||||||||||
| Research and development (1) |
5,229 | 2,687 | 2,542 | 95 | % | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Total operating expenses |
70,384 |
27,934 |
42,450 |
152 |
% | |||||||||||
| Loss from Operations |
(69,491 |
) |
(26,299 |
) |
(43,192 |
) |
164 |
% | ||||||||
| Change in fair value of warrants |
6,621 | (1,052 | ) | 7,673 | -729 | % | ||||||||||
| Change in fair value of derivatives |
30 | 6 | 24 | 400 | % | |||||||||||
| Interest income and other income (expense), net |
30 | 3 | 27 | 900 | % | |||||||||||
| Interest expense, including amortization of debt issuance costs |
(3,977 | ) | (549 | ) | (3,428 | ) | 624 | % | ||||||||
| |
|
|
|
|
|
|||||||||||
| Loss before income taxes |
(66,787 |
) |
(27,891 |
) |
(38,896 |
) |
139 |
% | ||||||||
| Provision for income taxes |
— | — | — | n/m | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net Loss |
$ |
(66,787 |
) |
$ |
(27,891 |
) |
$ |
(38,896 |
) |
139 |
% | |||||
| |
|
|
|
|
|
|||||||||||
| (1) Includes stock-based compensation, as follows: |
||||||||||||||||
| Cost of Revenues |
$ | 142 | $ | 7 | $ | 135 | 1929 | % | ||||||||
| General and Administrative |
19,379 | 370 | 19,009 | 5138 | % | |||||||||||
| Selling and Marketing |
1,379 | 37 | 1,342 | 3627 | % | |||||||||||
| Research & Development |
2,030 | 47 | 1,983 | 4219 | % | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Total |
$ |
22,930 |
$ |
461 |
$ |
22,469 |
4874 | % | ||||||||
| |
|
|
|
|
|
|||||||||||
| • | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash used for capital expenditures for such replacements or for new capital expenditures; |
| • | Adjusted EBITDA does not include the dilution that results from stock-based compensation or any cash outflows included in stock-based compensation, including from our purchases of shares of outstanding common stock; |
| • | Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. |
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| (in thousands) |
2022 |
2021 |
2022 |
2021 |
||||||||||||
| Net loss |
$ | (22,187 | ) | $ | (15,105 | ) | $ | (66,787 | ) | $ | (27,891 | ) | ||||
| Interest expense |
1,313 | 504 | 3,977 | 549 | ||||||||||||
| Income tax expense (benefit), net |
— | — | — | — | ||||||||||||
| Depreciation and amortization |
714 | 302 | 1,368 | 533 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| EBITDA |
(20,160 |
) |
(14,299 |
) |
(61,442 |
) |
(26,809 |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Stock compensation expense |
2,562 | 207 | 22,930 | 461 | ||||||||||||
| Change in fair value of warrant liability |
(1,326 | ) | (201 | ) | (6,621 | ) | 1,052 | |||||||||
| Change in fair value of derivative liability |
— | (6 | ) | (30 | ) | (6 | ) | |||||||||
| Common stock commitment fee |
452 | — | 452 | — | ||||||||||||
| Restructuring costs |
598 | — | 598 | — | ||||||||||||
| Transaction costs |
570 | 773 | 5,564 | 3,549 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
(17,304 |
) |
(13,526 |
) |
(38,549 |
) |
(21,753 |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
For the Six Months Ended June 30, |
||||||||
| (in thousands) |
2022 |
2021 |
||||||
| Net cash used by operating activities |
$ |
(60,197 |
) |
$ |
(21,191 |
) | ||
| Net cash used by investing activities |
$ |
(3,161 |
) |
$ |
(2,971 |
) | ||
| Net cash generated by financing activities |
$ |
92,520 |
$ |
17,983 |
||||
| |
|
|
|
|||||
| Net increase (decrease) in cash flows |
$ |
29,162 |
$ |
(6,179 |
) | |||
| |
|
|
|
|||||
Payments Due By Period |
||||||||||||||||||||
(in thousands) |
Total |
2022 |
2023-2024 |
2025-2026 |
More than 5 years |
|||||||||||||||
| Contractual obligations |
||||||||||||||||||||
| Operating leases |
$ | 3,793 | $ | 941 | $ | 1,982 | $ | 870 | $ | — | ||||||||||
| Debt |
30,549 | 11,233 | 19,109 | 207 | — | |||||||||||||||
| Interest on debt |
1,592 | 1,038 | 548 | 6 | — | |||||||||||||||
| Purchase commitments |
10,125 | 5,625 | 2,250 | 2,250 | — | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total contractual obligations |
$ | 46,059 | $ | 18,837 | $ | 23,889 | $ | 3,333 | $ | — | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
For the Year Ended December 31, |
||||||||||||||||
| (Dollars in thousands) |
2021 |
2020 |
Change ($) |
Change (%) |
||||||||||||
| Revenues |
20,012 | 13,966 | 6,046 | 43 | % | |||||||||||
| Cost of revenues (1) |
20,300 | 12,039 | 8,261 | 69 | % | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Gross Profit |
(288 |
) |
1,927 |
(2,215 |
) |
-115 |
% | |||||||||
| Operating expenses |
||||||||||||||||
| Sales and marketing (1) |
22,721 | 8,328 | 14,393 | 173 | % | |||||||||||
| General and administrative (1) |
32,974 | 12,044 | 20,930 | 174 | % | |||||||||||
| Research and development (1) |
5,036 | 2,959 | 2,077 | 70 | % | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
60,731 |
23,331 |
37,400 |
160 |
% | |||||||||||
| Loss from Operations |
(61,019 |
) |
(21,404 |
) |
(39,615 |
) |
-185 |
% | ||||||||
| Change in fair value of warrants |
(1,781 | ) | (80 | ) | (1,701 | ) | N.M. | |||||||||
| Change in fair value of derivatives |
(208 | ) | — | (208 | ) | N.M. | ||||||||||
| Interest income and other income |
1 | 121 | (120 | ) | N.M. | |||||||||||
| Interest expense, including amortization of debt issuance costs |
(4,877 | ) | (308 | ) | (4,569 | ) | 1,483 | % | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Loss before income taxes |
(67,884 |
) |
(21,671 |
) |
(46,213 |
) |
213 |
% | ||||||||
| Provision for income taxes |
— | — | — | N.M. | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net Loss |
(67,884 |
) |
(21,671 |
) |
(46,213 |
) |
213 |
% | ||||||||
| (1) | Includes stock-based compensation, as follows: |
| Cost of Revenues |
$ | 13 | $ | 14 | (1 | ) | -7 | % | ||||||||
| General and Administrative |
680 | 826 | (146 | ) | -18 | % | ||||||||||
| Selling and Marketing |
80 | 105 | (25 | ) | -24 | % | ||||||||||
| Research & Development |
82 | 47 | 35 | 74 | % | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
855 |
992 |
(137 |
) |
-14 |
% | ||||||||||
| |
|
|
|
|
|
|
|
| • | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash used for capital expenditures for such replacements or for new capital expenditures; |
| • | Adjusted EBITDA does not include the dilution that results from stock-based compensation or any cash outflows included in stock-based compensation, including from our purchases of shares of outstanding common stock; |
| • | Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. |
For the Year Ended, December 31 |
||||||||
| (Dollars in thousands) |
2021 |
2020 |
||||||
| Net loss |
$ | (67,884 | ) | $ | (21,671 | ) | ||
| Interest expense |
4,877 | 308 | ||||||
| Income tax expense (benefit), net |
— | — | ||||||
| Depreciation and amortization |
1,653 | 842 | ||||||
| |
|
|
|
|||||
| EBITDA |
(61,354 |
) |
(20,521 |
) | ||||
| Stock compensation expense |
855 | 992 | ||||||
| Change in fair value of warrant liability |
1,781 | 80 | ||||||
| Change in fair value of derivative liabilities |
208 | — | ||||||
| Transaction and related costs |
5,194 | — | ||||||
| |
|
|
|
|||||
| Adjusted EBITDA |
(53,316 |
) |
(19,449 |
) | ||||
| |
|
|
|
|||||
For the Year Ended, December 31 |
||||||||
| (Dollars in thousands) |
2021 |
2020 |
||||||
| Net cash used in operating activities |
$ |
(48,771 |
) |
$ |
(20,904 |
) | ||
| Net cash used in investing activities |
(8,622 |
) |
(712 |
) | ||||
| Net cash provided by financing activities |
47,601 |
5,294 |
||||||
| |
|
|
|
|||||
| Net decrease in cash |
$ |
(9,792 |
) |
$ |
(16,322 |
) | ||
| |
|
|
|
|||||
| • | Design: |
| • | Make: front-end user experience to facilitate the ordering and procurement process for industrial-grade parts. Users also have access to a set of features that shows exactly where their part is in the production process, enhancing visibility into production and order status. |
| • | Move: |
1 |
Our Net Promoter Score is a three-month rolling average of our NPS score derived through regular online surveys we send to customers after parts have been shipped to and/or received by the customer. |
2 |
NPS is a score that measures the likelihood of users to recommend a company’s products or services to others, and ranges from a low of negative 100 to high of positive 100, and benchmark scores can vary significantly by industry. A score greater than zero represents a company having more promoters than detractors. Industry average NPS is based on survey data from Clearly Rated: |
| • | Expertise gap in Industry 4.0: |
| • | Consumerization of B2B: On-demand fulfillment is now expected by customers and new, digital-driven ways of working have been accelerated by the COVID-19 pandemic. |
| • | More agile and sustainable supply chains: |
| • | Instead of centralized mega-factories, Fast Radius will be building localized microfactories, enabling a more distributed manufacturing footprint which allows for products be produced closer to the point of consumption. |
| • | Instead of slow-moving, carbon intensive supply chains, Fast Radius will allow customers to move parts “at the speed of light” by shipping digital part files across the internet and producing them in a local micro-factory. |
| • | Instead of physical inventory, the Fast Radius Virtual Warehouse enables a new paradigm of digital inventory where part designs and manufacturing instructions are stored in the Virtual Warehouse and will be produced on-demand when and where they are needed. |
| • | Instead of sub-scale operators struggling to embrace Industry 4.0 innovations, the Fast Radius Cloud Manufacturing Platform embraces the new tools of Industry 4.0 to enable a modern, software-driven end-to-end |
3 |
Census Bureau, 2017 Statistics of U.S. Businesses Annual Data Tables by Establishment Industry: https://www.census.gov/data/tables/2017/econ/susb/2017-susb-annual.html; U.S. Census Bureau, 2017 County Business Patterns and Economic Census: https://www2.census.gov/programs-surveys/susb/tables/2017/us_state_naics_detailedsizes_2017.xlsx. |
| • | Infrastructure: |
| • | Digital Thread and Learning Engine: |
| • | Operating System: end-to-end |
| • | Applications & Services: On-Demand, (2) Fast Radius Additive Launch, and (3) Fast Radius Virtual Warehouse. |
| • | Fast Radius On-Demand: on-demand parts. The On-Demand application is built for production, not just prototyping, allowing customers to scale to high-volume production on the platform. |
| • | Fast Radius Additive Launch: |
| • | Fast Radius Virtual Warehouse: |
| • | Existing customer expansion |
| • | New customer acquisition |
| • | Manufacturing capability expansion |
| • | Geographic expansion |
| • | Continued development of our apps and services ecosystem |
| • | Opportunistic acquisitions to accelerate capability and geographic expansion |
| • | Digital Marketing. on-board them to our Cloud Manufacturing Platform. |
| • | Inside Sales. |
| • | Business Development. |
| • | Access. |
| • | Speed. |
| • | Elasticity. scale-up with their demand. The platform can produce a few parts or a few thousand parts, with carbon-friendly digital warehouses, rather than wasteful physical storage, and on-demand human expertise when customers need it, rather than constant hiring. |
| • | Knowledge. |
| • | Global Reach. |
| • | Cost Advantage. |
| • | Reduced Transportation Emissions. on-demand microfactory model enables on-shore production, cutting off significant amounts of transportation emissions. |
| • | Reduced Energy Consumption. on-demand part production enables reduction in inventory and cuts the emissions generated by the warehousing. |
| • | Reduced Material Waste. |
| • | Proprietary technology. |
| • | Operations advantage. end-to-end |
| • | Systems integration and scale advantage. |
| • | Network effects. |
| • | High switching costs. |
| • | Software applications that provide our customers with a modern software experience and the ability to access our cloud manufacturing infrastructure; |
| • | Data science and engineering that gathers data across our operations and connects our factories and supply chain in order to drive highly informed data driven decisions and operations; |
| • | Data analysis and machine learning technologies that analyze manufacturing data and information to optimize our factory operations and provide customers with insights and expertise; |
| • | Factory technologies including factory software and automation, metrology and quality systems, and computer vision; |
| • | Digital design, including software tools that streamline and optimize design of mechanical components; and |
| • | Integration with other third-party software and computing infrastructure which can further expand the capabilities of the cloud platform (for example, connectivity with data science and engineering software tools). |
| • | Competitive Pay and Benefits |
| • | Health and Safety COVID-19 pandemic and related mitigation measures, we implemented changes in our business in 2020 in an effort to better protect our employees and customers, and to support appropriate health and safety protocols. For example, we implemented extensive cleaning and sanitation processes for both production and office administration spaces and implemented broad work-from-home initiatives for employees in our administrative functions. While our essential workers (manufacturing employees) have continued to work at our facilities and provide services to our customers, most employees in our administrative functions have effectively worked remotely since March 2020. We continually evaluate our COVID-19 safety protocols and will adjust our remote work and other policies over time. |
| • | Recruitment, Training and Development instructor-led and on-the-job |
| Location | ~Size (sq. ft.) |
Lease Expiration |
Purpose | |||
| Chicago, IL (Main) | 17,500 | August 2022 | Headquarters, Innovation Center, and Microfactories | |||
| Chicago, IL | 50,000 | February 2026 | Microfactories | |||
| Chicago, IL | 30,000 | August 2022 | Sales & Operations | |||
| Louisville, KY | 3,000 | December 2022 | Microfactory located on UPS’s Worldport facility | |||
| Atlanta, GA | 2,000 | February 2023 | Sales & Operations | |||
| Singapore | 500 | May 2022 | Operations |
| • | Our platform was designed from the beginning to support production at scale up to 100,000 units. We also serve companies in the prototyping and end-of-life |
| • | Our Cloud Manufacturing Platform is designed for applications and services to be built on top of it. Some competitors offer on-demand manufacturing, but our platform offers a growing suite of applications, including Fast Radius On-Demand, Fast Radius Additive Launch, and Fast Radius Virtual Warehouse. We and third-party developers plan to continue expanding this library of software applications and manufacturing services, creating a unique ecosystem built on a foundation of proprietary data. |
| • | Our Cloud Manufacturing Platform includes applications that leverage data collected from our factories. These applications provide users with feedback and information about how to design their parts and configure their orders for best results and lowest cost. We believe most competitors cannot capture the same level of data fidelity since they do not manufacture the parts themselves (e.g., digital brokerages) or they do not have the Industry 4.0 factory infrastructure (e.g. sub-scale, fragmented machine shops). |
| • | Our Cloud Manufacturing Platform provides an end-to-end |
| • | The Fast Radius platform covers the entire product lifecycle, allowing users to monitor where these parts are during production and fulfillment. |
| • | We operate our factories using our own manufacturing execution software, which allows us to monitor and control factory operations in real time. |
| • | We have a quality system for internal production that is very capable and that can satisfy customer requirements across multiple industries. The quality system for our suppliers is rigorous and scalable. |
| Name |
Age* |
Position | ||||
| Executive Officers |
||||||
| 48 | Chief Executive Officer, Chairperson & Director | |||||
| 45 | President, Interim Chief Financial Officer | |||||
| John Nanry |
37 | Chief Operating Officer | ||||
| Non-Employee Directors |
||||||
| Matthew Flanigan (1)(3) |
60 | Director | ||||
| Steven Koch (1) |
66 | Director | ||||
| Matthew Maloney (2)(3) |
46 | Director | ||||
| 48 | Director | |||||
| Nick Solaro (2) |
41 | Director | ||||
| Betsy Ziegler (1)(2)(3) |
51 | Director | ||||
| * | As of August 23, 2022. |
| (1) | Member of the Audit Committee |
| (2) | Member of the Compensation Committee |
| (3) | Member of the Nominating and Corporate Governance Committee |
| • | Class I directors are Tyler Reeder and Nick Solaro, whose terms of office will expire at our annual meeting of stockholders to be held in 2023; |
| • | Class II directors are Matthew Maloney and Betsy Ziegler, whose terms of office will expire at our annual meeting of stockholders to be held in 2024; and |
| • | Class III directors are Lou Rassey, Matthew Flanigan and Steven Koch, whose terms of office will expire at our annual meeting of stockholders to be held in 2025. |
| • | appointing, compensating, retaining, evaluating, terminating and overseeing the Company’s independent registered public accounting firm; |
| • | discussing with the independent registered public accounting firm of the Company its independence from management; |
| • | reviewing, with the independent registered public accounting firm of the Company the scope and results of their audit; |
| • | approving all audit and permissible non-audit services to be performed by the independent registered public accounting firm of the Company; |
| • | overseeing the financial reporting process and discussing with management and the independent registered public accounting firm of the Company the quarterly and annual financial statements that the Company files with the SEC; |
| • | overseeing the Company’s financial and accounting controls and compliance with legal and regulatory requirements; |
| • | reviewing the Company’s policies on risk assessment and risk management; |
| • | reviewing related person transactions; and |
| • | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
| • | reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving (either alone or, if directed by our board of directors, in conjunction with a majority of the independent members of our board of directors), the compensation of the Chief Executive Officer of the Company; |
| • | overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our board of directors regarding the compensation of the other executive officers of our board of directors; |
| • | reviewing and approving or making recommendations to our board of directors regarding the incentive compensation and equity-based plans, policies and programs of our board of directors; |
| • | reviewing and approving all employment agreement and severance arrangements for the executive officers of the Company; |
| • | making recommendations to our board of directors regarding the compensation of the members of our board of directors; and |
| • | retaining and overseeing. |
| • | identifying individuals qualified to become members of the Company’s board of directors, consistent with criteria approved by the Company’s board of directors; |
| • | overseeing succession planning for the Chief Executive Officer and other executive officers of the Company; |
| • | periodically reviewing the Company board of directors’ leadership structure and recommending any proposed changes to the Company’s board of directors; |
| • | overseeing an annual evaluation of the effectiveness of the Company’s board of directors and its committees; and |
| • | developing and recommending to the Company’s board of directors a set of corporate governance guidelines. |
| • | Lou Rassey, Chief Executive Officer |
| • | Patrick McCusker, President, Interim Chief Financial Officer |
| • | Prithvi Gandhi, Former Chief Financial Officer |
Name and principal position |
Year |
Salary ($) |
Non-Equity Incentive Compensation ($) (2) |
Equity Awards ($) (3) |
All other compensation ($) (4) |
Total ($) |
||||||||||||||||||
| 2021 | $ | 441,800 | $ | 192,500 | $ | 9,875,006 | $ | 16,800 | (5) |
$ | 10,526,106 | |||||||||||||
| Chief Executive Officer |
||||||||||||||||||||||||
| Patrick McCusker |
2021 | $ | 391,800 | $ | 192,500 | $ | 2,993,775 | $ | 16,800 | (5) |
$ | 3,594,875 | ||||||||||||
| President, Interim Chief Financial Officer |
||||||||||||||||||||||||
| Prithvi Gandhi |
2021 | $ | 147,222 | $ | 131,894 | $ | — | $ | 449 | $ | 279,565 | |||||||||||||
| Former Chief Financial Officer |
||||||||||||||||||||||||
| (1) | Compensation amounts shown in the Summary Compensation Table for 2021 above reflect amounts paid to our named executive officers for 2021 and do not necessarily reflect amounts that are expected to be paid in 2022 and beyond. |
| (2) | Bonus amounts payable to the named executive officers for fiscal year 2021 were earned at 70% of the 2021 target bonus amounts for the Company’s named executive officers (“Target Bonuses”), with 40% of the Target Bonuses being awarded in a cash payment and 30% of the Target Bonuses being awarded in the form of fully-vested restricted stock units which were automatically granted to the named executive officers on the date that the Company’s initial Registration Statement on Form S-8 was filed with the SEC on April 15, 2022. Mr. Gandhi’s Target Bonus for fiscal year 2021 was pro-rated based on his date of hire. The actual value of Mr. Gandhi’s 2021 annual incentive bonus award was $56,894. Mr. Gandhi
also received a $75,000 bonus for cash relocation purposes. |
| (3) | Represents the grant date fair value under FASB ASC Topic 718 of equity awards granted during 2021. |
| (4) | Represents a subsidy for the employee portion of insurance premiums for health and welfare benefits. |
| (5) | These named executive officers also receive a $600 monthly subsidy. |
Tranche |
# of RSUs Eligible to Vest |
Mult. of Offering Price |
Price Hurdle |
|||||||||
| Baseline |
$ | 10.00 | ||||||||||
| |
|
|||||||||||
| 1 |
10 | % | 1.5x | $ | 15.00 | |||||||
| 2 |
10 | % | 2.0x | $ | 20.00 | |||||||
| 3 |
10 | % | 2.5x | $ | 25.00 | |||||||
| 4 |
10 | % | 3.0x | $ | 30.00 | |||||||
| 5 |
10 | % | 3.5x | $ | 35.00 | |||||||
| 6 |
10 | % | 4.0x | $ | 40.00 | |||||||
| 7 |
10 | % | 5.0x | $ | 50.00 | |||||||
| 8 |
10 | % | 6.0x | $ | 60.00 | |||||||
| 9 |
10 | % | 7.0x | $ | 70.00 | |||||||
| 10 |
10 | % | 8.0x | $ | 80.00 | |||||||
| • | The maximum potential purchase price per share payable for the Common Stock in the Change of Control (including any contingent consideration) which we refer to as the Change in Control Price will be used to determine whether any previously unmet Price Hurdle goal shall be deemed to have been fully or partially attained upon such Change in Control such that any additional portion of the Closing RSU Award will be eligible to vest upon such full or partial attainment of such Price Hurdle in connection with the Change in Control. |
| • | If the Change in Control Price is not greater than all previously attained Price Hurdles, no additional portion of the Closing RSU Award will be eligible to vest in connection with the Change in Control and the then remaining unvested portion of the Closing RSU Award shall be cancelled and terminated upon the closing of such Change in Control and shall not thereafter be eligible to vest. |
| • | If the Change in Control Price is greater than all previously attained Price Hurdles, a portion of the Closing RSU Award will be eligible vest contingent and upon closing of such Change of Control and the continued employment of Mr. Rassey through such Change of Control. Such additional portion of the Closing RSU Award eligible to vest in the Change in Control will be determined by reference to the Change in Control Price as compared to any previously unmet Price Hurdles. Partial attainment of a previously unmet Price Hurdle in connection with a Change in Control (as determined by reference to the Change in Control Price) will result in pro-rata partial vesting with respect to such 10% vesting installment using linear interpolation between the applicable Price Hurdle goals. Any portion of the Closing RSU Award which does not vest based on the level of attainment of the Price Hurdles as determined by reference to the
Change in Control Price shall be cancelled and terminated at the closing of the Change of Control and shall not thereafter be eligible to vest. |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||||||
Name |
Grant Date |
Vesting Commencement Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) |
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (7) |
||||||||||||||||||||||||
| 6/8/2018 | (1) |
6/11/2018 | — | — | — | — | 145,943 | $ | 0.21 | |||||||||||||||||||||||
| 5/20/2019 | (2) |
2/3/2020 | 30,272 | 83,247 | $ | 1.63 | 5/20/2029 | — | — | |||||||||||||||||||||||
| 5/20/2019 | (3) |
3/21/2019 | 343,395 | 310,691 | $ | 1.63 | 5/20/2029 | — | — | |||||||||||||||||||||||
| 5/16/2020 | (4) |
5/16/2020 | — | — | — | — | 10,418 | $ | 1.97 | |||||||||||||||||||||||
| 2/14/2021 | (5) |
2/1/2021 | — | — | — | — | 362,079 | $ | 16.53 | |||||||||||||||||||||||
| 2/14/2021 | (6) |
2/1/2021 | — | — | — | — | 235,351 | $ | 16.53 | |||||||||||||||||||||||
| Patrick McCusker |
6/8/2018 | (1) |
6/11/2018 | — | — | — | — | 78,699 | $ | 0.21 | ||||||||||||||||||||||
| 5/20/2019 | (2) |
2/3/2020 | 9,255 | 25,451 | $ | 1.63 | 5/20/2029 | — | — | |||||||||||||||||||||||
| 5/20/2019 | (3) |
3/21/2019 | 104,986 | 94,987 | $ | 1.63 | 5/20/2029 | — | — | |||||||||||||||||||||||
| 5/16/2020 | (4) |
5/16/2020 | — | — | — | — | 9,192 | $ | 1.97 | |||||||||||||||||||||||
| 2/14/2021 | (5) |
2/1/2021 | — | — | — | — | 109,771 | $ | 16.53 | |||||||||||||||||||||||
| 2/14/2021 | (6) |
2/1/2021 | — | — | — | — | 71,350 | $ | 16.53 | |||||||||||||||||||||||
| (1) | Such shares were acquired through the early exercise of options which were granted on June 8, 2018 and are subject to repurchase at cost if the executive terminates employment before vesting. Such shares vest on a monthly basis until (a) 50% are fully vested in June 2023 and (b) 50% are fully vested in March 2024. |
| (2) | Such option vested 10% on February 4, 2021, then 1/60th vests on a monthly basis thereafter through February 4, 2022, then 1/40th vests on a monthly basis thereafter through February 4, 2023, then 1/30th vests on a monthly basis thereafter until fully vested in February 2024. |
| (3) | Such option vested 10% on March 21, 2020, then 1/60th vests on a monthly basis thereafter through March 21, 2021, then 1/40th vests on a monthly basis thereafter through March 21, 2022, then 1/30th vests on a monthly basis thereafter until fully vested in March 2023. |
| (4) | Represents a grant of restricted shares of common stock that vested 25% on the first anniversary of the date of grant, then 1/48th vests on a monthly basis thereafter for three years. |
| (5) | Represents a grant of restricted stock units which will vest upon the first to occur of (i) the consummation of an initial public offering and (ii) the consummation of a transaction with a special purpose acquisition company. |
| (6) | Represents a grant of restricted stock units which will vest upon the first day following the lapse of the “ Lock-up Period |
| Fast Radius board of directors. The Lock-up Period means the first 180 days after the consummation of an initial public offering or transaction with a special purpose acquisition company. |
| (7) | Represents the grant date fair value under FASB ASC Topic 718 of equity awards granted. |
| • | we have been or are to be a participant; |
| • | the amount involved exceeds or will exceed $120,000; and |
| • | any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. |
Name |
Shares of Series B Preferred Stock |
Total Purchase Price |
||||||
| United Parcel Service General Services Co. (1) |
2,609,438 | $ | 35,201,331.86 | |||||
| Drive Capital Fund II, L.P. (2) |
391,538 | $ | 5,281,854.17 | |||||
| Drive Capital Fund II (TE), L.P. (2) |
337,654 | $ | 4,554,955.51 | |||||
| Drive Capital Ignition Fund II (2) |
12,097 | $ | 163,178.93 | |||||
| JCDP-4 LLC(3) |
111,193 | $ | 1,499,993.57 | |||||
| Skydeck Holdings II LLC (4) |
111,193 | $ | 1,499,993.57 | |||||
| Energize Ventures Fund LP (5) |
444,773 | $ | 5,999,987.77 | |||||
| |
|
|
|
|||||
| Total |
4,017,886 |
$ |
54,201,295.38 |
|||||
| |
|
|
|
|||||
| (1) | Michael Culloty was a member of the Legacy Fast Radius board of directors and is affiliated with United Parcel Service General Services Co. (“ UPS |
| (2) | Nick Solaro was a member of the Legacy Fast Radius board of directors and is affiliated with Drive Capital Fund II, L.P., Drive Capital Fund II (TE), L.P. and Drive Capital Ignition Fund II (collectively, “ Drive Capital |
| (3) | On December 31, 2021, JCDP-4 LLC held more than 5% of Legacy Fast Radius’s outstanding capital stock. |
| (4) | Michael Polsky was a member of the Legacy Fast Radius board of directors and is affiliated with Skydeck Holdings II LLC (“ Skydeck Energize |
| (5) | On December 31, 2021, entities affiliated with Energize held more than 5% of Legacy Fast Radius’s outstanding capital stock. |
Name |
Aggregate Principal Amount |
|||
| Energize Ventures Fund LP (1) |
$ | 1,000,000 | ||
| Energize Growth Fund I LP (1) |
4,750,000 | |||
| EV FR SPV LLC (1) |
1,750,000 | |||
| |
|
|||
| Total |
$ |
7,500,000 |
||
| |
|
|||
| (1) | On December 31, 2021, entities affiliated with Energize held more than 5% of Legacy Fast Radius’s outstanding capital stock. |
Name |
Aggregate Principal Amount |
|||
| Drive Capital Fund II, L.P. (1) |
$ | 1,584,570 | ||
| Drive Capital Fund II (TE), L.P. (1) |
1,366,500 | |||
| Drive Capital Ignition Fund II, L.P (1) |
48,930 | |||
| Total |
$ |
3,000,000 |
||
| |
|
|||
| (1) | On December 31, 2021, entities affiliated with Drive Capital held more than 5% of Fast Radius’s outstanding capital stock. |
| • | In 2016, Legacy Fast Radius entered into a commercial agreement with UPS (as amended, the “ UPS Agreement on-demand manufacturing partner. In exchange for the services, Legacy Fast Radius agreed to compensate UPS in the form of equity royalties or a quarterly cash payment equal to six percent (6%) of Legacy Fast Radius’ gross revenues up to an aggregate cumulative maximum of approximately $7.6 million. Under the UPS Agreement, Legacy Fast Radius may not enter into any commercial agreement with certain competitors of UPS to the extent UPS offers similar competitive services of such competitors in a given country. |
| • | Legacy Fast Radius entered into a warehouse rental agreement with UPS in January 2015. Fast Radius leases space in a warehouse in Louisville, Kentucky that is used for printing equipment, supplies, packages, and shipping space. Legacy Fast Radius paid approximately $66,700 and $65,700 in lease payments to UPS for the years ended December 31, 2021 and 2020, respectively. |
| • | Legacy Fast Radius entered into a sub-lease agreement with UPS in August 2018. Legacy Fast Radius sub-leases office space from UPS in Singapore. Legacy Fast Radius paid approximately $7,300 and $6,700 in lease payments to UPS for the years ended December 31, 2021 and 2020, respectively. |
| • | Legacy Fast Radius entered into a shipping service agreement with UPS in 2016. Legacy Fast Radius receives pickup and delivery services in this arrangement. Legacy Fast Radius paid approximately $1,148,236 and $449,876 in fees to UPS for shipping services for the years ended December 31, 2021 and 2020, respectively. |
| • | each person known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of the Company’s Common Stock; |
| • | each current executive officer and director of the Company; and |
| • | all current executive officers and directors of the Company, as a group. |
Name and Address of Beneficial Owner (1) |
Number of Shares |
Percentage of Common Stock Outstanding |
||||||
| 5% or Greater Stockholders: |
||||||||
| Entities affiliated with Drive (2) |
13,836,851 | 18.48 | % | |||||
| ECP ControlCo, LLC and its affiliates (3) |
15,598,128 | 19.36 | % | |||||
| Entities affiliated with Energize Ventures (4) |
4,961,315 | 6.63 | % | |||||
| United Parcel Service General Services Co. (5) |
13,897,447 | 18.56 | % | |||||
| Executive Officers and Directors: |
||||||||
| Lou Rassey (6) |
10,057,332 | 13.08 | % | |||||
| Pat McCusker (7) |
2,203,033 | 2.92 | % | |||||
| John Nanry (8) |
1,727,907 | 2.30 | % | |||||
| — | — | |||||||
| Steven Koch (9) |
136,151 | * | ||||||
| — | — | |||||||
| — | — | |||||||
| — | — | |||||||
| Betsy Ziegler |
— | — | ||||||
| |
|
|
|
|||||
| All current directors and executive officers as a group (9 persons) |
14,124,423 | 18.87 | % | |||||
| |
|
|
|
|||||
| * | Less than one percent. |
| (1) | Unless otherwise indicated, the business address of each of the directors and executive officers of the Company is c/o Fast Radius, Inc., 113 N. May St., Chicago, IL 60607. |
| (2) | Consists of (a) 7,308,432 shares of Common Stock held by Drive Capital Fund II, L.P. (“ DC Fund II DC Fund II (TE) Fund II GP II LLC |
| the voting of the shares held by Fund II. Nick Solaro, who is a member of the board of directors of Fast Radius, Inc., is a member of GP II LLC, but does not exercise voting or dispositive power over, and disclaims beneficial ownership of, the shares held by Fund II. The business address of Fund II is c/o Drive Capital, 629 N. High St., Columbus, OH 43215. |
| (3) | Consists of (a) 8,140,000 shares of Common Stock held by the Sponsor resulting out of the conversion of Founder Shares at the Closing of the Business Combination, (b) 200,000 PIPE Shares held by the Sponsor, (c) 731,340 PIPE Shares held by ECP Energy Transition Opportunities Fund A, LP, an affiliate of ECP ControlCo, LLC (“ECP ControlCo”), (d) 68,660 PIPE Shares held by ECP Energy Transition Opportunities Fund B, LP, an affiliate of ECP ControlCo, (e) 755,461 shares of Common Stock held by Energy Capital Partners Holdings, LP, an affiliate of ECP ControlCo, resulting out of the conversion of the ECP Notes at the Closing of the Business Combination, and (f) 5,702,667 shares of Common Stock underlying Private Placement Warrants held by the Sponsor. ENNV GP, LLC is the managing member of the Sponsor. ECP Energy Transition Opportunities GP, LP is the general partner of each of ECP Energy Transition Opportunities Fund
A, LP and ECP Energy Transition Opportunities Fund B, LP. ECP Energy Transition Opportunities, LLC is the general partner of ECP Energy Transition Opportunities GP, LP. ECP ControlCo is the managing member of each of ENNV GP, LLC and ECP Energy Transition Opportunities, LLC, as well as the general partner of Energy Capital Partners Holdings, LP. Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D’Argenio are the managing members of ECP ControlCo and share the power to vote and dispose of the securities beneficially owned by ECP ControlCo. As such, Messrs. Kimmelman, Singer, Labbat, Reeder and D’Argenio disclaim any beneficial ownership of the shares beneficially owned by ECP ControlCo except to the extent of their indirect pecuniary interest in such shares. |
| (4) | Consists of (a) 777,205 shares of Common Stock held by Energize Growth Fund I LP (“ EGF EVF FR SPV Energize Funds Growth GP Ventures GP |
| (5) | Consists of (a) 1,000,000 PIPE Shares and (b) 12,897,447 shares of Common Stock. This entity is ultimately controlled by United Parcel Service, Inc., a public company incorporated in Delaware. The business address of this entity is c/o United Parcel Service, 55 Glenlake Parkway NE, Atlanta, GA 30328. |
| (6) | Consists of (a) 6,895,883 shares of Common Stock held directly by Mr. Rassey, (b) 213,253 shares of Common Stock held by Two Roads Group, LLC, which Mr. Rassey controls, (c) 904,652 shares of Common Stock held by family trusts, which are controlled by Mr. Rassey’s brother, Robert Rassey, as the sole trustee, consisting of (i) 226,163 shares of Common Stock held by TRF I Trust, (ii) 226,163 shares of Common Stock held by TRF II Trust, (iii) 226,163 shares of Common Stock held by TRF III Trust, and (iv) 226,163 shares of Common Stock held by TRF IV Trust, (d) 1,928,244 shares of Common Stock subject to vested options and restricted stock units and (e) 115,300 shares of Common Stock subject to options exercisable within 60 days of June 1, 2022. Mr. Rassey may be deemed to beneficially own the reported securities held by Two Roads Group, LLC, TRF I Trust, TRF II Trust, TRF III
Trust and TRF IV Trust and disclaims beneficial ownership of such reported securities except to the extent of his pecuniary interest therein. |
| (7) | Consists of (a) 1,538,223 shares of Common Stock held directly by Mr. McCusker, (b) 629,559 shares of Common Stock subject to vested options and restricted stock units and (c) 35,251 shares of Common Stock subject to options and restricted stock units that are exercisable or vest within 60 days of June 1, 2022. |
| (8) | Consists of (a) 1,442,071 shares of Common Stock held directly by Mr. Nanry, (b) 276,059 shares of Common Stock subject to vested options and restricted stock units and (c) 9,777 shares of Common Stock subject to options and restricted stock units that are exercisable or vest within 60 days of June 1, 2022. |
| (9) | Consists of 136,151 shares of Common Stock subject to options exercisable within 60 days of June 1, 2022, which are held by Mohawk Consultants, LLC, which Mr. Koch controls. |
Shares of Common Stock Beneficially Owned Before this Offering |
Percentage of Outstanding Shares Beneficially Owned Before this Offering |
Shares to be Sold in this Offering Assuming the Company issues the Maximum Number of Shares Under the Purchase Agreement |
Percentage of Outstanding Shares Beneficially Owned After this Offering |
|||||||||||||
Names and Addresses |
||||||||||||||||
| Lincoln Park Capital Fund, LLC (1) |
728,385 | (2) |
* | 14,643,920 | (3) |
* | ||||||||||
| * | Represents less than 1% of the outstanding shares and/or assumes all shares registered hereunder have been resold by Lincoln Park. |
| (1) | Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, are deemed to be beneficial owners of all of the shares of Common Stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus in connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer. |
| (2) | Represents 728,385 Commitment Shares issued to Lincoln Park on the date of the Purchase Agreement (but excludes the 182,096 Commitment Shares we have not yet issued) as a fee for its commitment to purchase shares under the Purchase Agreement, all of which are covered by the registration statement that includes this prospectus. We have excluded from the number of shares beneficially owned by Lincoln Park prior to the offering all of the shares that Lincoln Park may be required to purchase on or after the date of this prospectus pursuant to the Purchase Agreement, because the issuance of such shares is solely at our |
| discretion and is subject to certain conditions, the satisfaction of all of which are outside of Lincoln Park’s control, including the registration statement of which this prospectus is a part becoming and remaining effective. Furthermore, under the terms of the Purchase Agreement, issuances and sales of shares to Lincoln Park are subject to certain limitations on the amounts we may sell to Lincoln Park at any time, including the Exchange Cap and the Beneficial Ownership Cap. See the description under the heading “Lincoln Park Transaction” for more information about the Purchase Agreement . |
| (3) | Represents: (i) 728,385 Commitment Shares issued to Lincoln Park on the date of the Purchase Agreement, (ii) the 182,096 Commitment Shares we have not yet issued, and (iii) an aggregate of up to13,733,439 shares that may be sold by us to Lincoln Park at our discretion from time to time over a 24-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement including that the SEC has declared effective the registration statement that includes this prospectus. The Purchase Agreement includes restrictions on our ability to sell shares of our Common Stock to Lincoln Park, including, subject to specified limitations, (x) if a sale would cause us to issue, in the aggregate, a number of shares in excess of 14,643,920 shares (including the Commitment Shares), which represents 19.99% of the shares of our Common Stock outstanding as of the date of the Purchase Agreement, or (y) if a sale
would cause Lincoln Park and its affiliates to beneficially own more than 9.99% of our issued and outstanding Common Stock. Depending on the price per share at which we sell our shares to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more or less shares than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $30,000,000 total commitment available to us under the Purchase Agreement. If we choose to sell more shares than are offered under this prospectus, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by Lincoln Park is dependent upon the number of shares we elect to sell to Lincoln Park under the Purchase Agreement . |
| • | in whole and not in part; |
| • | at a price of $0.01 per Public Warrants; |
| • | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and |
| • | if, and only if, the last reported sale price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Common Stock and equity-linked securities as described below) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. |
| • | in whole and not in part; |
| • | at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrant on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Common Stock (as defined below) except as otherwise described below; and |
| • | if, and only if, the last reported sale price of our Common Stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Common Stock and equity-linked securities as described above) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. |
| Fair market value of Common Stock | ||||||||||||||||||||||||||||||||||||
| Redemption date (period to expiration of warrants) |
≤10.00 | 11.00 | 12.00 | 13.00 | 14.00 | 15.00 | 16.00 | 17.00 | ≥18.00 | |||||||||||||||||||||||||||
| 57 months |
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
| 54 months |
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
| 51 months |
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
| 48 months |
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
| 45 months |
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
| 42 months |
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
| 39 months |
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
| 36 months |
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
| 33 months |
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
| 30 months |
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
| 27 months |
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
| 24 months |
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
| 21 months |
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
| 18 months |
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
| 15 months |
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
| 12 months |
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
| 9 months |
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
| 6 months |
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
| 3 months |
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
| 0 months |
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 | |||||||||||||||||||||||||||
| • | an individual who is a U.S. citizen or resident of the United States, as determined for U.S. federal income tax purposes; |
| • | a corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States or any state or political subdivision thereof; |
| • | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
| • | a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes. |
| • | the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder); |
| • | the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or |
| • | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Common Stock or Warrants and, in the case where shares of our Common Stock are regularly traded on an established securities market, the non-U.S. Holder has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our Common Stock. There can be no assurance that our Common Stock will be treated as regularly traded on an established securities market for this purpose. |
| • | Common Stock brokers’ transactions; |
| • | transactions involving cross or block trades; |
| • | through brokers, dealers, or underwriters who may act solely as agents |
| • | “at the market” into an existing market for the shares of Common Stock; |
| • | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
| • | in privately negotiated transactions; or |
| • | any combination of the foregoing. |
| • | the closing sale price for the Common Stock on the date of sale; and |
| • | the accelerated purchase date’s volume weighted average price of the Common Stock on the date of sale. |
| • | the closing sale price for the Common Stock on the date of sale; and |
| • | the additional accelerated purchase date’s volume weighted average price of the Common Stock on the date of sale. |
| • | the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our Common Stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period; |
| • | suspension by our principal market of our Common Stock from trading for a period of one business day (other than in connection with a general suspension of trading on such market); |
| • | the delisting of our Common Stock from The Nasdaq Global Market, provided, however, that the common stock is not immediately thereafter trading on The Nasdaq Global Select Market, The Nasdaq Capital Market, the New York Stock Exchange, the NYSE American, the NYSE Arca, the OTC Bulletin Board, the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing); |
| • | the failure of our transfer agent to issue to Lincoln Park shares of our Common Stock within two business days after the applicable date on which Lincoln Park is entitled to receive such shares; |
| • | any breach of the representations or warranties or covenants contained in the Purchase Agreement or Registration Rights Agreement that has or could have a material adverse effect on us and, in the case of a breach of a covenant that is reasonably curable, that is not cured within five business days; |
| • | any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; |
| • | a court of competent jurisdiction enters an order or decree under any bankruptcy law that (i) is for relief against us in an involuntary case, (ii) appoints a custodian for us or for all or substantially all of our property, or (iii) orders the liquidation of us or our subsidiaries; |
| • | if at any time we are not eligible to transfer our Common Stock electronically as DWAC shares; or |
| • | if at any time after the Commencement Date, the Exchange Cap is reached (to the extent such Exchange Cap is applicable), and stockholder approval has not been obtained in accordance with the applicable rules of The Nasdaq Stock Market. |
| Assumed Average Purchase Price Per Share |
Number of Registered Shares to be Issued if Full Purchase (1) |
Percentage of Outstanding Shares After Giving Effect to the Issuance to Lincoln Park (2) |
Proceeds from the Sale of Shares to Lincoln Park Under the Purchase Agreement (1) | |||||
| $0.71 (3) |
13,733,439 | 13,733,439 | 15.37% | $ 9,750,741.69 | ||||
| $1.00 |
13,733,439 | 13,733,439 | 15.37% | $13,733,439.00 | ||||
| $2.00 |
13,733,439 | 13,733,439 | 15.37% | $27,466,878.00 | ||||
| $3.00 |
10,000,000 | 10,000,000 | 11.68% | $30,000,000.00 | ||||
| $4.00 |
7,500,000 | 7,500,000 | 9.02% | $30,000,000.00 | ||||
| $5.00 |
6,000,000 | 7.35% | $30,000,000.00 | |||||
| (1) | Although the Purchase Agreement provides that we may sell up to $30,000,000 of our Common Stock to Lincoln Park, we are only registering 14,643,920 shares under this prospectus, including 910,481 Commitment Shares, which leaves a maximum of 13,733,439 additional shares to be issued for future purchases, which may or may not cover all of the shares of our Common Stock we ultimately sell to Lincoln Park under Purchase Agreement, depending on the purchase price per share. |
| (2) | The numerator is based on the number of shares issuable at the corresponding assumed purchase price as set forth in the adjacent column plus the 910,481 Commitment Shares and without giving effect to the Beneficial Ownership Cap. The denominator is based on 75,637,731 shares of our Common Stock outstanding as of August 5, 2022 adjusted to include the number of shares of our Common Stock set forth in the adjacent column which we would have sold to Lincoln Park, assuming the purchase price in the adjacent column. Based on each of the assumed purchase prices and the number of shares of our Common Stock outstanding, we would exhaust all 14,643,920 shares registered pursuant to the registration statement of which this prospectus is a part before implicating the Exchange Cap. |
| (3) | The closing sale price of our shares on August 16, 2022. |
Page |
||||
| F-2 | ||||
| F-3 | ||||
| F-4 | ||||
| F-5 | ||||
| F-6 | ||||
Page |
||||
| F-30 | ||||
| F-31 | ||||
| F-32 | ||||
| F-33 | ||||
| F-34 | ||||
| F-35 | ||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | i 37,864 | $ | i 8,702 | ||||
| Accounts receivable, net of allowances for doubtful accounts of $ i 1,499 and $ i 930, respectively |
i 7,753 | i 7,015 | ||||||
| Inventories |
i 555 | i 449 | ||||||
| Prepaid production costs |
i 965 | i 987 | ||||||
| Prepaid expenses and other current assets |
i 7,323 | i 4,422 | ||||||
| |
|
|
|
|||||
| Total current assets |
i 54,460 |
i 21,575 |
||||||
| Non-current assets: |
||||||||
| Property and equipment, net |
i 11,523 | i 9,528 | ||||||
| Other non-current assets |
i 3,346 | i 535 | ||||||
| |
|
|
|
|||||
| Total assets |
$ |
i 69,329 |
$ |
i 31,638 |
||||
| |
|
|
|
|||||
| Liabilities and stockholders’ equity (deficit) |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | i 6,292 | $ | i 3,987 | ||||
| Accrued compensation |
i 2,833 | i 3,097 | ||||||
| Accrued and other liabilities |
i 12,614 | i 11,610 | ||||||
| Advances from customers |
i 175 | i 258 | ||||||
| Accrued liabilities - related parties |
i 3,350 | i 2,513 | ||||||
| Warrant liability |
i — | i 2,968 | ||||||
| Current portion of term loans |
i 23,071 | i 13,266 | ||||||
| |
|
|
|
|||||
| Total current liabilities |
i 48,335 |
i 37,699 |
||||||
| |
|
|
|
|||||
| Other long-term liabilities |
i 53 | i 396 | ||||||
| Warrant liability |
i 1,175 | — | ||||||
| Term loans - net of current portion and debt issuance costs |
i 5,649 | i 16,776 | ||||||
| Related party convertible notes and derivative liability |
i — | i 16,857 | ||||||
| |
|
|
|
|||||
| Total liabilities |
i 55,212 |
i 71,728 |
||||||
| |
|
|
|
|||||
| Commitment and contingencies (Note 6) |
||||||||
| Stockholders’ equity (deficit) |
||||||||
| Common stock, $ i i 0.0001 /
par value, authorized i i 350,000,000 / shares; issued i i 75,535,463 /
and i i 39,656,951 /
shares as of June 30, 2022 and December 31, 2021, respectively |
i 8 | i 4 | ||||||
| Additional paid-in capital |
i 229,230 | i 83,399 | ||||||
| Accumulated Deficit |
( i 215,121 | ) | ( i 123,493 | ) | ||||
| |
|
|
|
|||||
| Total stockholders’ equity (deficit) |
i 14,117 |
( i 40,090 |
) | |||||
| |
|
|
|
|||||
| Total liabilities and stockholders’ equity (deficit) |
$ |
i 69,329 |
$ |
i 31,638 |
||||
| |
|
|
|
|||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2022 |
2021 |
||||||||||||||
| Revenues |
$ | i 7,275 | $ | i 4,867 | $ | i 13,537 | $ | i 8,663 | ||||||||
| Cost of revenues |
i 7,015 | i 4,062 | i 12,644 | i 7,028 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Gross Profit |
i 260 |
i 805 |
i 893 |
i 1,635 |
||||||||||||
| Operating expenses |
||||||||||||||||
| Sales and marketing |
i 5,877 | i 5,283 | i 12,213 | i 8,752 | ||||||||||||
| General and administrative |
i 14,717 | i 8,783 | i 52,942 | i 16,495 | ||||||||||||
| Research and development |
i 1,897 | i 1,541 | i 5,229 | i 2,687 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
i 22,491 |
i 15,607 |
i 70,384 |
i 27,934 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Loss from Operations |
( i 22,231 |
) |
( i 14,802 |
) |
( i 69,491 |
) |
( i 26,299 |
) | ||||||||
| Change in fair value of warrants |
i 1,326 | i 201 | i 6,621 | ( i 1,052 | ) | |||||||||||
| Change in fair value of derivatives |
i — | i 6 | i 30 | i 6 | ||||||||||||
| Interest income and other income (expense), net |
i 31 | ( i 6 | ) | i 30 | i 3 | |||||||||||
| Interest expense, including amortization of debt issuance costs |
( i 1,313 | ) | ( i 504 | ) | ( i 3,977 | ) | ( i 549 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Loss before income taxes |
( i 22,187 |
) |
( i 15,105 |
) |
( i 66,787 |
) |
( i 27,891 |
) | ||||||||
| Provision for income taxes |
i — | i — | i — | i — | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net Loss |
$ |
( i 22,187 |
) |
$ |
( i 15,105 |
) |
$ |
( i 66,787 |
) |
$ |
( i 27,891 |
) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| Net loss per share |
||||||||||||||||
| Basic and Diluted |
$ | ( i i 0.29 / | ) | $ | ( i i 0.36 / | ) | $ | ( i i 0.97 / | ) | $ | ( i i 0.68 / | ) | ||||
| Weighted average shares outstanding: |
||||||||||||||||
| Basic and Diluted |
i i 75,635,501 / | i i 41,586,759 / | i i 69,082,330 / | i i 41,165,974 / | ||||||||||||
Convertible Preferred Equity |
Amount |
Common Stock |
Amount |
Treasury Stock |
Amount |
APIC |
Accumulated Deficit |
Total |
||||||||||||||||||||||||||||
| Balance at January 1, 2021 |
i 16,023 |
$ |
i 74,290 |
i 3,428 |
$ |
— |
( i 650 |
) |
$ |
( i 221 |
) |
$ |
i 3,724 |
$ |
( i 55,388 |
) |
$ |
( i 51,885 |
) | |||||||||||||||||
| Retroactive application of recapitalization |
( i 16,023 | ) | ( i 74,290 | ) | i 35,227 | i 4 | i 650 | i 221 | i 74,286 | ( i 221 | ) | i 74,290 | ||||||||||||||||||||||||
| Adjusted balance at January 1, 2021 |
— |
— |
i 38,655 |
i 4 |
— |
— |
i 78,010 |
( i 55,609 |
) |
i 22,405 |
||||||||||||||||||||||||||
| Net loss |
( i 12,786 | ) | ( i 12,786 | ) | ||||||||||||||||||||||||||||||||
| Exercise of stock options and release of notes’ recourse provision |
i 1,002 | — | i 9 | i 9 | ||||||||||||||||||||||||||||||||
| Stock-based compensation |
i 254 | i 254 | ||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at March 31, 2021 |
— |
$ |
— |
i 39,657 |
$ |
i 4 |
— |
$ |
— |
$ |
i 78,273 |
$ |
( i 68,395 |
) |
$ |
i 9,882 |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net loss |
— | — | ( i 15,105 | ) | $ | ( i 15,105 | ) | |||||||||||||||||||||||||||||
| Issuance of equity warrants to related party |
— | — | i 2,201 | i 2,201 | ||||||||||||||||||||||||||||||||
| Exercise of stock options and release of notes’ recourse provision |
— | — | i 47 | — | i 7 | i 7 | ||||||||||||||||||||||||||||||
| Stock-based compensation |
— | — | i 207 | i 207 | ||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at June 30, 2021 |
— |
— |
i 39,704 |
i 4 |
— |
— |
i 80,688 |
( i 83,500 |
) |
( i 2,808 |
) | |||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at January 1, 2022 |
i 16,023 |
$ |
i 74,290 |
i 4,040 |
$ |
— |
( i 650 |
) |
$ |
( i 221 |
) |
$ |
i 9,113 |
$ |
( i 123,272 |
) |
$ |
( i 114,380 |
) | |||||||||||||||||
| Retroactive application of recapitalization |
( i 16,023 |
) |
( i 74,290 |
) |
i 35,873 |
i 4 | i 650 |
i 221 | i 74,286 | ( i 221 | ) | i 74,290 | ||||||||||||||||||||||||
| Adjusted balance at January 1, 2022 |
— |
— |
i 39,913 |
i 4 |
— |
— |
i 83,399 |
( i 123,493 |
) |
( i 40,090 |
) | |||||||||||||||||||||||||
| Net loss |
( i 44,600 | ) | ( i 44,600 | ) | ||||||||||||||||||||||||||||||||
| Effect of Business Combination and recapitalization, net of redemptions and issuance costs |
i 11,737 | i 1 | i 3,029 | i 3,030 | ||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to PIPE investment |
i 7,500 | i 1 | i 74,999 | i 75,000 | ||||||||||||||||||||||||||||||||
| Issuance of common stock upon conversion of convertible notes |
i 2,034 | — | i 17,655 | i 17,655 | ||||||||||||||||||||||||||||||||
| Exercise of stock options |
i 441 | — | i 63 | i 63 | ||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of share-based awards |
i 9,176 | i 1 | ( i 1 | ) | i — | |||||||||||||||||||||||||||||||
| Exercise of Legacy Fast Radius warrants |
i 2,240 | — | i 1,020 | i 1,020 | ||||||||||||||||||||||||||||||||
| Company vesting shares granted to Fast Radius shareholders |
i 24,841 | ( i 24,841 | ) | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation |
i 20,368 | i 20,368 | ||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at March 31, 2022 |
— |
$ |
— |
i 73,041 |
$ |
i 7 |
— |
$ |
— |
$ |
i 225,373 |
$ |
( i 192,934 |
) |
$ |
i 32,446 |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net loss |
( i 22,187 | ) | ( i 22,187 | ) | ||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of share-based awards |
i 627 | i 1 | ( i 1 | ) | i — | |||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of bonus liability |
i 479 | i 696 | i 696 | |||||||||||||||||||||||||||||||||
| Issuance of common stock for commitment shares |
i 728 | i 452 | i 452 | |||||||||||||||||||||||||||||||||
| Exercise of stock options |
i 660 | i 148 | i 148 | |||||||||||||||||||||||||||||||||
| Stock-based compensation |
i 2,562 | i 2,562 | ||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at June 30, 2022 |
— |
— |
i 75,535 |
i 8 |
— |
— |
i 229,230 |
( i 215,121 |
) |
i 14,117 |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Six Months Ended June 30, |
||||||||
2021 |
||||||||
| Cash flows lost in from operating activities |
||||||||
| Net loss |
$ | ( i 66,787 | ) | $ | ( i 27,891 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities |
||||||||
| Depreciation and amortization |
i 1,368 | i 533 | ||||||
| Amortization of deferred financing and convertible debt discount |
i 2,764 | i 385 | ||||||
| Provision for doubtful accounts |
i 569 | i 288 | ||||||
| Loss on disposal of assets |
— | i 228 | ||||||
| Stock-based compensation |
i 22,930 | i 461 | ||||||
| Issuance of commitment shares to Lincoln Park |
i 452 | — | ||||||
| Income from settlement of bonus liability with RSUs |
( i 554 | ) | — | |||||
| Change in fair value of warrants |
( i 6,621 | ) | i 1,052 | |||||
| Change in fair value of derivative liability |
( i 30 | ) | ( i 6 | ) | ||||
| Non-cash restructuring expenses |
i 153 | — | ||||||
| Changes in operating assets and liabilities |
||||||||
| Accounts Receivable |
( i 1,307 | ) | ( i 825 | ) | ||||
| Inventories |
( i 106 | ) | ( i 250 | ) | ||||
| Prepaid production costs |
i 22 | ( i 493 | ) | |||||
| Prepaid expense and other current assets |
( i 6,527 | ) | ( i 756 | ) | ||||
| Accounts payable |
i 2,103 | i 1,389 | ||||||
| Accrued compensation and other liabilities |
( i 5,588 | ) | i 4,553 | |||||
| Advances from customers |
( i 83 | ) | i 59 | |||||
| Deferred revenue |
— | ( i 5 | ) | |||||
| Other non-current assets |
( i 2,955 | ) | i 87 | |||||
| |
|
|
|
|||||
| Net cash used in operating activities |
( i 60,197 |
) |
( i 21,191 |
) | ||||
| |
|
|
|
|||||
| Cash flows from investing activities |
||||||||
| Additions to property and equipment |
( i 3,161 | ) | ( i 2,971 | ) | ||||
| |
|
|
|
|||||
| Net cash used in investing activities |
( i 3,161 |
) |
( i 2,971 |
) | ||||
| |
|
|
|
|||||
| Cash flows from financing activities |
||||||||
| Proceeds from exercise of stock options |
i 211 | i 16 | ||||||
| Proceeds from term loan |
— | i 11,026 | ||||||
| Debt issuance costs |
( i 88 | ) | ||||||
| Effect of merger, net of transaction costs paid |
i 22,517 | — | ||||||
| Issuance of PIPE shares |
i 75,000 | — | ||||||
| Repayment of term loans |
( i 3,826 | ) | ( i 571 | ) | ||||
| Payment of deferred underwriting fees |
( i 1,382 | ) | — | |||||
| Proceeds from convertible notes and warrants with related party |
i — | i 7,600 | ||||||
| |
|
|
|
|||||
| Net cash generated from financing activities |
i 92,520 |
i 17,983 |
||||||
| |
|
|
|
|||||
| Net increase (decrease) in cash |
i 29,162 | ( i 6,179 | ) | |||||
| Cash, beginning of period |
i 8,702 | i 18,494 | ||||||
| |
|
|
|
|||||
| Cash, end of period |
$ |
i 37,864 |
$ |
i 12,315 |
||||
| |
|
|
|
|||||
| Supplemental disclosure of cash flow information |
||||||||
| Capital expenditures not yet paid |
$ | i 442 | $ | i 72 | ||||
| Issuance of liability classified warrants |
— | i 988 | ||||||
| • | Legacy Fast Radius stockholders have the largest portion of voting rights in the Company; |
| • | Legacy Fast Radius stockholders have the ability to elect the majority of the directors to the Company’s board of directors (the “Board”); |
| • | Legacy Fast Radius’ management comprise the management of the Company; |
| • | Legacy Fast Radius’ operations comprise the ongoing operations of the Company; |
| • | Legacy Fast Radius is the larger entity based on historical revenues and business operations; and |
| • | The Company assumed Legacy Fast Radius’ name. |
| • | In whole and not in part; |
| • | At a price of $ i 0.01 per Warrant; |
| • | Upon not less than i 30 days’ prior written notice of redemption; |
| • | If, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $ i 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any i 20
trading days within a i 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and |
| • | if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the warrants. |
| • | In whole and not in part; |
| • | Upon not less than i 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Common Stock to be determined by reference to an agreed table based on the redemption date and the “fair
market value” of shares of Common Stock; |
| • | If, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $ i 10.00 |
| • | if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
| (in thousands) | ||||
| Cash - ENNV trust and cash, net of redemptions |
$ | i 30,844 | ||
| Cash - PIPE financing |
i 75,000 | |||
| Non-cash Convertible Note conversion |
i 17,655 | |||
| Non-cash Legacy Fast Radius warrant conversion |
i 1,020 | |||
| Liabilities paid on behalf of or assumed from ENNV |
( i 10,361 | ) | ||
| Fair value of assumed common stock warrants |
( i 5,847 | ) | ||
| Transaction costs recorded in equity |
( i 11,606 | ) | ||
| |
|
|||
| Net impact on total stockholders’ equity |
i 96,705 | |||
| Transaction costs not yet paid or paid in the prior year |
i 6,450 | |||
| Non-cash Convertible Note conversion |
( i 17,655 | ) | ||
| Non-cash Legacy Fast Radius warrant conversion |
( i 1,020 | ) | ||
| Liabilities paid on behalf of ENNV and classified as operating cash flows or assumed from ENNV and not yet paid |
i 5,808 | |||
| Non-cash fair value of assumed common stock warrants |
i 5,847 | |||
| |
|
|||
| Net impact on net cash provided by financing activities |
$ | i 96,135 | ||
| (in thousands) | Three months ended June 30, |
Six Months ended June 30, |
||||||||||||||
2021 |
2022 |
2021 |
||||||||||||||
| Balance at beginning of period |
$ | ( i 850 | ) | $ | ( i 535 | ) | $ | ( i 930 | ) | $ | ( i 405 | ) | ||||
| Uncollectible accounts (charged) credited to expense |
( i 649 | ) | ( i 158 | ) | ( i 569 | ) | ( i 288 | ) | ||||||||
| Uncollectible accounts written off (recovered) |
— | ( i 3 | ) | i — | ( i 3 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance at end of period |
$ | ( i 1,499 | ) | $ | ( i 696 | ) | $ | ( i 1,499 | ) | $ | ( i 696 | ) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| (in thousands) | ||||||||
| Raw materials |
$ | i 534 | $ | i 433 | ||||
| Work-in-process |
i 21 | i 16 | ||||||
| Finished Goods |
— | — | ||||||
| |
|
|
|
|||||
| Total Inventories |
$ |
i 555 |
$ |
i 449 |
||||
| |
|
|
|
|||||
| (in thousands) | ||||||||
| Advanced manufacturing machinery & quality equipment |
$ | i 5,772 | $ | i 5,705 | ||||
| Software |
i 4,894 | i 2,912 | ||||||
| Computer & office hardware |
i 1,226 | i 1,149 | ||||||
| Furniture and fixtures |
i 235 | i 39 | ||||||
| Leasehold improvements |
i 3,377 | i 3,048 | ||||||
| Construction in-progress |
i 711 | i — | ||||||
| |
|
|
|
|||||
| Total property, plant and equipment |
i 16,215 |
i 12,853 |
||||||
| Accumulated depreciation and amortization |
( i 4,692 | ) | ( i 3,325 | ) | ||||
| |
|
|
|
|||||
| Property, plant and equipment (net) |
$ |
i 11,523 |
$ |
i 9,528 |
||||
| |
|
|
|
|||||
| (in thousands) | ||||||||
| 2020 MFS Loan |
$ | i 278 | $ | i 314 | ||||
| Manufacturers Capital Promissory Notes |
i 845 | i 968 | ||||||
| Related Party - Energize Convertible Debt |
i — | i 7,600 | ||||||
| 2020 SVB Loan |
i 8,558 | i 10,225 | ||||||
| 2021 SVB Loan |
i 20,868 | i 20,800 | ||||||
| Related Party - Drive Capital Convertible Debt |
i — | i 3,000 | ||||||
| Related Party - ECP Holdings Convertible Debt |
i — | i 7,000 | ||||||
| |
|
|
|
|||||
| Total Outstanding Principal |
i 30,549 | 49,907 | ||||||
| Less: Discounts and deferred financing fees |
( i 1,829 | ) | ( i 7,403 | ) | ||||
| Total Outstanding Debt |
i 28,720 | 42,504 | ||||||
| Fair Value of Derivatives |
i — | i 4,395 | ||||||
| |
|
|
|
|||||
| Total Debt and Derivative Liabilities |
$ | i 28,720 | $ | 46,899 | ||||
| |
|
|
|
|||||
| (in thousands) | ||||
| Remainder of 2022 |
$ | i 11,233 | ||
| 2023 |
i 15,160 | |||
| 2024 |
i 3,949 | |||
| 2025 |
i 207 | |||
| |
|
|||
| Total |
$ | i 30,549 | ||
| |
|
|||
| (in thousands) | Three Months Ended June 30, |
Six Months Ended June 30, |
||||||||||||||
2021 |
2022 |
2021 |
||||||||||||||
| Contractual interest expense |
$ | i — | $ | i 97 | $ | i 44 | $ | i 97 | ||||||||
| Amortization of deferred financing costs and convertible debt discount |
i — | i 283 | i 184 | i 283 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total Interest Expense |
$ |
i — |
$ |
i 380 |
$ |
i 228 |
$ |
i 380 |
||||||||
| Effective interest rate |
i 0.0 | % | i 58.3 | % | i 58.3 | % | i 58.3 | % | ||||||||
| (in thousands) | As of December 31, 2021 |
|||
| Unamortized deferred issuance costs, derivative, and warrants |
$ | i 3,534 | ||
| Net carrying amount of convertible note |
i 4,066 | |||
| |
|
|||
| Principal value of convertible note |
$ | i 7,600 | ||
| Fair value of convertible note and derivative liability |
$ | i 9,936 | ||
| Fair value of convertible note excluding derivative liability |
$ | i 7,446 | ||
| Fair value Level |
Level 3 | |||
| (in thousands) | Three Monhs Ended June 30, 2022 |
Six Months Ended June 30, 2022 |
||||||
| Contractual interest expense |
$ | i — | $ | i 17 | ||||
| Amortization of deferred financing costs and convertible debt discount |
i — | i 24 | ||||||
| |
|
|
|
|||||
| Total Interest Expense |
$ |
i — |
$ |
i 41 |
||||
| Effective interest rate |
i 0.0 | % | i 17.1 | % | ||||
| (in thousands) | As of December 31, 2021 |
|||
| Unamortized deferred issuance costs, derivative, and warrants |
$ | i 474 | ||
| Net carrying amount of convertible note |
i 2,526 | |||
| |
|
|||
| Principal value of convertible note |
$ | i 3,000 | ||
| Fair value of convertible note and derivative liability |
$ | i 3,390 | ||
| Fair value of convertible note excluding derivative liability |
$ | i 2,830 | ||
| Fair value Level |
Level 3 | |||
| (in thousands) | Three Months Ended June 30, 2022 |
Six Months Ended June 30, 2022 |
||||||
| Contractual interest expense |
$ | i — | $ | i 40 | ||||
| Amortization of deferred financing costs and convertible debt discount |
i — | i 52 | ||||||
| |
|
|
|
|||||
| Total Interest Expense |
$ |
i — |
$ |
i 92 |
||||
| Effective interest rate |
i 0.0 | % | i 16.3 | % | ||||
| (in thousands) | As of December 31, 2021 |
|||
| Unamortized deferred issuance costs, derivative, and warrants |
$ | i 1,130 | ||
| Net carrying amount of convertible note |
i 5,870 | |||
| |
|
|||
| Principal value of convertible note |
$ | i 7,000 | ||
| Fair value of convertible note and derivative liability |
$ | i 7,829 | ||
| Fair value of convertible note excluding derivative liability |
$ | i 6,484 | ||
| Fair value Level |
Level 3 | |||
| • | the closing sale price for the Common Stock on the date of sale; or |
| • | the accelerated purchase date’s volume weighted average price of the Common Stock on the date of sale. |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (in thousands) | 2022 |
2021 |
2022 |
2021 |
||||||||||||
| Revenues |
||||||||||||||||
| Americas |
$ | i 6,786 | $ | i 4,669 | $ | i 12,825 | $ | i 8,170 | ||||||||
| Europe |
i 383 | i 67 | i 553 | i 138 | ||||||||||||
| Asia Pacific |
i 106 | i 131 | i 159 | i 355 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
$ | i 7,275 | $ | i 4,867 | $ | i 13,537 | $ | i 8,663 | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| SPAC probability |
i 95 | % | ||
| Remain private probability |
i 5 | % | ||
| SPAC Market Value |
$ | i 736 million | ||
| Conversion Ratio |
i 2.056 | |||
| Expected annual dividend yield |
i 0.00 | % | ||
| Expected volatility |
i 84 | % | ||
| Risk-free rate of return |
i 0.71 | % | ||
| Expected option term (years) |
i 1.4 years |
| Stock price |
$ | i 7.63 | ||
| Expected volatility |
i 30.1 | % | ||
| Expected term (years) |
i 10.0 | |||
| Risk-free rate |
i 1.92 | % | ||
| Discount for lack of marketability |
i 6.9 | % |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (in thousands) | 2022 |
2021 |
2022 |
2021 |
||||||||||||
| Cost of Revenues |
$ | i 27 | $ | i 3 | $ | i 142 | $ | i 7 | ||||||||
| General and Administrative |
$ | i 1,834 | $ | i 151 | $ | i 19,379 | $ | i 370 | ||||||||
| Selling & Marketing |
$ | i 196 | $ | i 37 | $ | i 1,379 | $ | i 37 | ||||||||
| Research & Development |
$ | i 505 | $ | i 16 | $ | i 2,030 | $ | i 47 | ||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (in thousands) | 2022 |
2021 |
2022 |
2021 |
||||||||||||
| Cost of Revenues |
$ | i 160 | $ | — | $ | i 160 | $ | — | ||||||||
| General and Administrative |
$ | i 276 | $ | — | $ | i 276 | $ | — | ||||||||
| Selling & Marketing |
$ | i 143 | $ | — | $ | i 143 | $ | — | ||||||||
| Research & Development |
$ | i 19 | $ | — | $ | i 19 | $ | — | ||||||||
| Liability balance at December 31, 2021 |
$ | — | ||
| Charges |
i 445 | |||
| Payments |
— | |||
| |
|
|||
| Liability balance at June 30, 2022 |
$ | i 445 | ||
| |
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (in thousands, except share and per share data) | 2022 |
2021 |
2022 |
2021 |
||||||||||||
| Income (loss) available to common stockholders per share: |
||||||||||||||||
| Net loss |
$ | ( i 22,187 | ) | $ | ( i 15,105 | ) | $ | ( i 66,787 | ) | $ | ( i 27,891 | ) | ||||
| Weighted average common shares outstanding: |
||||||||||||||||
| Basic and Diluted |
i i 75,635,501 / | i i 41,586,759 / | i i 69,082,330 / | i i 41,165,974 / | ||||||||||||
| Net loss per share - Basic and Diluted |
$ | ( i i 0.29 / | ) | $ | ( i i 0.36 / | ) | $ | ( i i 0.97 / | ) | $ | ( i i 0.68 / | ) | ||||
| (in thousands) | Quoted prices in active markets |
Significant other observable inputs |
Significant unobservable inputs |
|||||||||
| (Level 1) | (Level 2) | (Level 3) | ||||||||||
| Cash sweep accounts |
$ | i 37,864 | $ | — | $ | — | ||||||
| Public warrants |
$ | i 653 | $ | — | $ | — | ||||||
| Private placement warrants |
$ | — | $ | i 522 | $ | — | ||||||
| (in thousands) | Quoted prices in active markets |
Significant other observable inputs |
Significant unobservable inputs |
|||||||||
| (Level 1) | (Level 2) | (Level 3) | ||||||||||
| Cash sweep and money market accounts |
$ | i 8,702 | $ | — | $ | — | ||||||
| Related party derivative liability |
$ | — | $ | — | $ | i 4,395 | ||||||
| Legacy Fast Radius warrant liability |
$ | — | $ | — | $ | i 2,968 | ||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (in thousands) | 2022 |
2021 |
2022 |
2021 |
||||||||||||
| Beginning balance |
$ | — | $ | i 1,153 | $ | i 2,014 | $ | i 87 | ||||||||
| Additions |
— | i 481 | — | i 988 | ||||||||||||
| Change in fair value |
— | ( i 184 | ) | ( i 1,475 | ) | i 375 | ||||||||||
| Converted to common stock |
— | ( i 539 | ) | — | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Ending balance |
$ | — | $ | i 1,450 | $ | — | $ | i 1,450 | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| February 4, 2022 | December 31, 2021 | |||||||
| Legacy Fast Radius stock price |
$ | i 15.69 | $ | i 28.28 | ||||
| Term (Years) |
N/A | i 10.71 | ||||||
| Volatility |
N/A | i 84.40 | % | |||||
| Risk-free rate of return |
N/A | i 1.52 | % | |||||
| Dividend yield |
i 0.00 | % | i 0.00 | % | ||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (in thousands) | 2022 |
2021 |
2022 |
2021 |
||||||||||||
| Beginning balance |
$ | — | $ | i 806 | $ | i 954 | $ | i 112 | ||||||||
| Additions |
— | — | — | — | ||||||||||||
| Change in fair value |
— | ( i 17 | ) | ( i 473 | ) | i 677 | ||||||||||
| Converted to common stock |
— | ( i 481 | ) | — | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Ending balance |
$ | — | $ | i 789 | $ | — | $ | i 789 | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| February 4, 2022 | December 31, 2021 | |||||||
| Legacy Fast Radius stock price |
i 15.69 | $ | i 30.19 | |||||
| Term (Years) |
N/A | i 11.26 | ||||||
| Volatility |
N/A | i 83.10 | % | |||||
| Risk-free rate of return |
N/A | i 1.54 | % | |||||
| Dividend yield |
i 0.00 | % | i 0.00 | % | ||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (in thousands) | 2022 |
2021 |
2022 |
2021 |
||||||||||||
| Beginning balance |
$ | — | $ | — | $ | i 4,395 | $ | — | ||||||||
| Additions |
— | i 2,415 | — | i 2,415 | ||||||||||||
| Change in fair value |
— | ( i 6 | ) | ( i 30 | ) | ( i 6 | ) | |||||||||
| Converted to common stock |
— | — | ( i 4,365 | ) | — | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Ending balance |
$ | — | $ | i 2,409 | $ | — | $ | i 2,409 | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Energize | February 4, 2022 | December 31, 2021 | ||||||
| Cost of debt |
i 11.0 | % | i 11.0 | % | ||||
| Term (Years) |
i 0.0 | i 0.08 - i 0.25 |
||||||
| Present value factor |
i 1 | i 0.98 - i 0.99 | ||||||
| Drive Capital | February 4, 2022 | December 31, 2021 | ||||||
| Cost of debt |
i 11.0 | % | i 11.0 | % | ||||
| Term (Years) |
i 0.0 | i 0.08 - i 0.25 | ||||||
| Present value factor |
i 1 | i 0.98 - i 0.99 | ||||||
| ECP Holdings | February 4, 2022 | December 31, 2021 | ||||||
| Cost of debt |
i 11.0 | % | i 11.0 | % | ||||
| Term (Years) |
i 0.0 | i 0.08 - i 0.25 | ||||||
| Present value factor |
i 1 | i 0.98 - i 0.99 | ||||||
| Consolidated Financial Statements |
||||
F-31 |
||||
F-32 |
||||
F-33 |
||||
F-34 |
||||
F-35 |
||||
| 2021 |
||||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | i 8,701,895 | $ | i 18,494,248 | ||||
| Accounts receivable, net of allowances for doubtful accounts of $ i 929,800 and $ i 404,755, respectively |
i 7,015,278 | i 5,046,497 | ||||||
| Inventories |
i 448,771 | i 274,311 | ||||||
| Prepaid production costs |
i 986,498 | i 283,553 | ||||||
| Prepaid expenses and other current assets |
i 4,422,307 | i 623,292 | ||||||
| |
|
|
|
|||||
| Total current assets |
$ | i 21,574,749 | $ | i 24,721,901 | ||||
| Non-current assets |
||||||||
| Property and equipment, net |
i 9,528,427 | i 2,664,366 | ||||||
| Other non-current assets |
i 534,915 | i 336,923 | ||||||
| |
|
|
|
|||||
| Total assets |
$ | i 31,638,091 | $ | i 27,723,190 | ||||
| |
|
|
|
|||||
| Liabilities and stockholders’ equity (deficit) |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | i 3,987,129 | $ | i 1,528,790 | ||||
| Accrued compensation |
i 3,096,556 | i 1,350,539 | ||||||
| Accrued and other liabilities |
i 11,610,233 | i 167,384 | ||||||
| Advances from customers |
i 258,089 | i 25,012 | ||||||
| Accrued liabilities – related parties |
i 2,513,347 | i 1,313,062 | ||||||
| Deferred revenue |
i — | i 5,350 | ||||||
| Warrant liability |
i 2,968,435 | i 199,408 | ||||||
| Current portion of long-term debt |
i 13,265,588 | i 413,930 | ||||||
| |
|
|
|
|||||
| Total current liabilities |
$ | i 37,699,377 | $ | i 5,003,475 | ||||
| |
|
|
|
|||||
| Other long-term liabilities |
i 396,258 | i — | ||||||
| Term loans - net of current portion and debt issuance costs |
i 16,775,836 | i 314,389 | ||||||
| Related party convertible notes and derivative liabilities |
i 16,856,558 | i — | ||||||
| |
|
|
|
|||||
| Total liabilities |
$ | i 71,728,029 | $ | i 5,317,864 | ||||
| |
|
|
|
|||||
| Commitments and contingencies (Note 11) |
i | i — | ||||||
| Stockholders’ equity (deficit) |
||||||||
| Common Stock, $ i i 0.0001 /
par value, i i 350,000,000 /
authorized; i i 39,913,100 / and i i 38,654,855 /
shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively |
i 3,991 | i 3,865 | ||||||
| Additional paid-in capital |
i 83,399,444 | i 78,010,936 | ||||||
| Accumulated deficit |
( i 123,493,373 | ) | ( i 55,609,475 | ) | ||||
| |
|
|
|
|||||
| Total stockholders’ equity (deficit) |
( i 40,089,938 | ) | i 22,405,326 | |||||
| |
|
|
|
|||||
| Total liabilities and stockholders’ equity (deficit) |
$ |
i 31,638,091 |
$ |
i 27,723,190 |
||||
| |
|
|
|
|||||
For the years ended |
||||||||
| Revenues |
$ | i 20,012,064 | $ | i 13,966,251 | ||||
| Cost of revenues |
i 20,299,677 | i 12,038,769 | ||||||
| |
|
|
|
|||||
| Gross profit |
( i 287,613 |
) |
i 1,927,482 |
|||||
| Operating expenses |
||||||||
| Sales and marketing |
i 22,721,423 | i 8,327,910 | ||||||
| General and administrative |
i 32,974,231 | i 12,043,879 | ||||||
| Research and development |
i 5,035,963 | i 2,959,330 | ||||||
| |
|
|
|
|||||
| Total operating expenses |
i 60,731,617 |
i 23,331,119 |
||||||
| Loss from operations |
( i 61,019,230 |
) |
( i 21,403,637 |
) | ||||
| Change in fair value of warrants |
( i 1,781,280 | ) | ( i 80,040 | ) | ||||
| Change in fair value of derivative liability |
( i 208,000 | ) | — | |||||
| Interest income and other income |
i 1,318 | i 120,549 | ||||||
| Interest expense, including amortization of debt issuance costs |
( i 4,876,706 | ) | ( i 308,266 | ) | ||||
| |
|
|
|
|||||
| Loss before income taxes |
( i 67,883,898 |
) |
( i 21,671,394 |
) | ||||
| Income tax expense (benefit) |
i — | i — | ||||||
| |
|
|
|
|||||
| Net loss and comprehensive loss |
$ |
( i 67,883,898 |
) |
$ |
( i 21,671,394 |
) | ||
| |
|
|
|
|||||
| Net loss per share |
||||||||
| Basic and diluted |
$ | ( i i 1.64 / | ) | $ | ( i i 0.56 / | ) | ||
| Weighted average shares outstanding: |
||||||||
| Basic and diluted |
i i 41,454,582 / | i i 38,900,813 / | ||||||
Convertible Preferred Equity |
Amount |
Common Stock |
Amount |
Treasury Stock |
Amount |
APIC |
Accumulated Deficit |
Total |
||||||||||||||||||||||||||||
| Balance at January 1, 2020 |
i 15,430,205 |
$ |
i 66,290,289 |
i 1,194,163 |
$ |
i 119 |
( i 650,000 |
) |
$ |
( i 221,000 |
) |
$ |
i 2,525,228 |
$ |
( i 33,717,081 |
) |
$ |
( i 31,412,734 |
) | |||||||||||||||||
| Retroactive application of recapitalization |
( i 15,430,205 | ) | ( i 66,290,289 | ) | i 31,649,506 | i 3,165 | i 650,000 | i 221,000 | i 66,287,124 | ( i 221,000 | ) | i 66,290,289 | ||||||||||||||||||||||||
| Adjusted balance at January 1, 2020 |
— |
— |
i 32,843,669 |
i 3,284 |
— |
— |
i 68,812,352 |
( i 33,938,081 |
) |
i 34,877,555 |
||||||||||||||||||||||||||
| Net loss |
( i 21,671,394 | ) | ( i 21,671,394 | ) | ||||||||||||||||||||||||||||||||
| Issuance of equity warrants |
i 200,373 | i 200,373 | ||||||||||||||||||||||||||||||||||
| Issuance of stock |
i 1,219,281 | i 122 | i 7,999,839 | i 7,999,961 | ||||||||||||||||||||||||||||||||
| Exercise of stock options and release of notes’ recourse provision |
i 4,591,905 | i 459 | i 6,292 | i 6,751 | ||||||||||||||||||||||||||||||||
| Share-based compensation |
i 992,080 | i 992,080 | ||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at December 31, 2020 |
i — |
$ |
i — |
i 38,654,855 |
$ |
i 3,865 |
i — |
$ |
i — |
$ |
i 78,010,936 |
$ |
( i 55,609,475 |
) |
$ |
i 22,405,326 |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at January 1, 2021 |
i 16,023,234 |
$ |
i 74,290,250 |
i 3,427,555 |
$ |
i 343 |
( i 650,000 |
) |
$ |
( i 221,000 |
) |
$ |
i 3,724,208 |
$ |
( i 55,388,475 |
) |
$ |
( i 51,884,924 |
) | |||||||||||||||||
| Retroactive application of recapitalization |
( i 16,023,234 | ) | ( i 74,290,250 | ) | i 35,227,300 | i 3,522 | i 650,000 | i 221,000 | 74,286,728 | ( i 221,000 | ) | i 74,290,250 | ||||||||||||||||||||||||
| Adjusted balance at January 1, 2021 |
— |
— |
i 38,654,855 |
i 3,865 |
— |
— |
i 78,010,936 |
( i 55,609,475 |
) |
i 22,405,326 |
||||||||||||||||||||||||||
| Net loss |
( i 67,883,898 | ) | ( i 67,883,898 | ) | ||||||||||||||||||||||||||||||||
| Issuance of equity warrants to related party |
i 2,200,658 | i 2,200,658 | ||||||||||||||||||||||||||||||||||
| Issuance of equity warrants |
i 2,245,000 | i 2,245,000 | ||||||||||||||||||||||||||||||||||
| Exercise of stock options and release of notes’ recourse provision |
i 1,258,245 | i 126 | i 87,454 | i 87,580 | ||||||||||||||||||||||||||||||||
| Share-based compensation |
i 855,396 | i 855,396 | ||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at December 31, 2021 |
i — |
$ |
i — |
i 39,913,100 |
$ |
i 3,991 |
i — |
$ |
i — |
$ |
i 83,399,444 |
$ |
( i 123,493,373 |
) |
$ |
( i 40,089,938 |
) | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
For the years ended |
2020 |
|||||||
| Cash flows from operating activities |
||||||||
| Net loss |
$ | ( i 67,883,898 | ) | $ | ( i 21,671,394 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities |
||||||||
| Depreciation and amortization |
i 1,653,318 | i 841,736 | ||||||
| Amortization of deferred financing fees and convertible debt discount |
i 3,484,753 | i 116,857 | ||||||
| Stock-based compensation |
i 855,396 | i 992,082 | ||||||
| Compensation expense related to equity classified warrants |
i — | i 200,373 | ||||||
| Change in fair value of warrants |
i 1,781,280 | i 80,040 | ||||||
| Change in fair value of derivative liability |
i 208,000 | i — | ||||||
| Provision for doubtful accounts |
i 641,357 | i 710,882 | ||||||
| Loss on disposal of assets |
i 227,800 | i — | ||||||
| Changes in operating assets and liabilities |
||||||||
| Accounts receivable |
( i 2,610,138 | ) | ( i 1,840,412 | ) | ||||
| Inventories |
( i 174,460 | ) | ( i 12,676 | ) | ||||
| Prepaid production costs |
( i 702,945 | ) | i 96,734 | |||||
| Prepaid expenses and other current assets |
( i 3,311,925 | ) | ( i 635,941 | ) | ||||
| Accounts payable |
i 2,335,077 | ( i 138,229 | ) | |||||
| Accrued compensation and other liabilities |
i 14,785,409 | i 550,733 | ||||||
| Advances from customers |
i 233,077 | ( i 85,466 | ) | |||||
| Deferred revenue |
( i 5,350 | ) | ( i 102,845 | ) | ||||
| Other |
( i 287,872 | ) | ( i 6,250 | ) | ||||
| |
|
|
|
|||||
| Cash used in operating activities |
$ |
( i 48,771,121 |
) |
$ |
( i 20,903,776 |
) | ||
| |
|
|
|
|||||
| Cash flows from investing activities |
||||||||
| Additions to property, plant and equipment |
( i 8,621,917 | ) | ( i 711,727 | ) | ||||
| |
|
|
|
|||||
| Cash used in investing activities |
$ |
( i 8,621,917 |
) |
$ |
( i 711,727 |
) | ||
| |
|
|
|
|||||
| Cash flows from financing activities |
||||||||
| Proceeds from term loans |
$ | i 31,486,824 | i 427,615 | |||||
| Repayment of term loans |
( i 948,928 | ) | ( i 3,140,783 | ) | ||||
| Proceeds from convertible notes and warrants with related parties |
i 17,600,000 | i — | ||||||
| Proceeds from equity contributions |
i — | i 7,999,961 | ||||||
| Convertible notes issuance costs |
( i 124,791 | ) | i — | |||||
| Proceeds from exercise of stock options |
i 87,580 | i 6,750 | ||||||
| Payment of deferred financing costs |
( i 500,000 | ) | i — | |||||
| |
|
|
|
|||||
| Cash provided by financing activities |
$ |
i 47,600,685 |
$ | i 5,293,543 |
||||
| |
|
|
|
|||||
| Change in cash and cash equivalents |
( i 9,792,353 |
) |
( i 16,321,960) |
|||||
| Cash and cash equivalents, beginning of period |
i 18,494,248 |
i 34,816,208 |
||||||
| |
|
|
|
|||||
| Cash and cash equivalents, end of period |
$ |
i 8,701,895 |
$ |
i 18,494,248 |
||||
| |
|
|
|
|||||
| Supplemental disclosure of cash flow information |
||||||||
| Issuance of liability classified warrants in connection with debt |
$ | i 987,747 | $ | i 86,963 | ||||
| Issuance of equity classified warrants in connection with debt |
$ | i 4,445,658 | $ | i — | ||||
| Capital expenditures not yet paid |
$ | i 239,261 | $ | i 116,000 | ||||
| Interest paid |
$ | i 854,078 | $ | i 110,420 | ||||
| • | Fast Radius stockholders have the largest portion of voting rights in the post Business Combination Company; |
| • | Fast Radius stockholders have the ability to elect the majority of the directors to the post Business Combination Company’s board of directors (the “Board”); |
| • | Fast Radius’ management comprise the management of the post Business Combination Company; |
| • | Fast Radius’ operations comprise the ongoing operations of the post Business Combination Company; |
| • | Fast Radius is the larger entity based on historical revenues and business operations; and |
| • | The post Business Combination Company assumed Fast Radius’ name. |
| Trade receivables |
$ | i 7,945,078 | $ | i 5,451,252 | ||||
| Allowance for doubtful accounts |
( i 929,800 | ) | ( i 404,755 | ) | ||||
| |
|
|
|
|||||
| Total accounts receivable |
$ |
i 7,015,278 |
$ |
i 5,046,497 |
||||
| Balance at beginning of period |
$ | ( i 404,755 | ) | $ | ( i 190,205 | ) | ||
| Provision for uncollectible accounts |
( i 641,357 | ) | ( i 710,882 | ) | ||||
| Uncollectible accounts written off |
i 116,312 | i 496,332 | ||||||
| |
|
|
|
|||||
| Balance at end of period |
$ |
( i 929,800 |
) |
$ |
( i 404,755 |
) | ||
| Revenue for the years ended |
||||||||
| Customer A |
< i 10 | % | i 21.6 | % | ||||
| Accounts receivable |
||||||||
| Customer A |
< i 10 | % | i 24.2 | % | ||||
| Customer B |
< i 10 | % | i 13.3 | % | ||||
| 2020 |
||||||||
| Raw materials |
$ | i 432,461 | $ | i 162,397 | ||||
| Work-in-process |
i 16,310 | i 107,770 | ||||||
| Finished goods |
i — | i 4,144 | ||||||
| |
|
|
|
|||||
| Total Inventories |
$ |
i 448,771 |
$ |
i 274,311 |
||||
| Advanced Manufacturing Machinery & Quality Equipment |
i 5 – i 10 Years | |||
| Computer & Office Hardware |
i 5 Years | |||
| Furniture & Fixtures |
i 7 Years | |||
| Internally Developed Software |
i 3 – i 5 years | |||
| Leasehold Improvements |
i Lesser of lease term or estimated useful life |
|
| • |
| • | Identification of the performance obligations in the contract; |
| • | Determination of the transaction price; |
| • | Allocation of the transaction price to the performance obligations in the contracts; and |
| • | Recognition of revenue when, or as, the Company satisfies a performance obligation |
Years Ended December 31, |
||||||||
2020 |
||||||||
| Revenues |
||||||||
| Americas |
$ | i 18,947,044 | $ | i 12,946,158 | ||||
| Europe |
i 499,294 | i 476,087 | ||||||
| Asia Pacific |
i 565,726 | i 544,006 | ||||||
| |
|
|
|
|||||
| Total |
$ |
i 20,012,064 |
$ |
i 13,966,251 |
||||
| Advanced manufacturing machinery & quality equipment |
$ | i 5,705,034 | $ | i 3,016,377 | ||||
| Software |
i 2,912,107 | i — | ||||||
| Computer & office hardware |
i 1,148,944 | i 657,972 | ||||||
| Furniture and fixtures |
i 38,473 | i 34,753 | ||||||
| Leasehold improvements |
i 3,048,419 | i 699,278 | ||||||
| |
|
|
|
|||||
| Total property and equipment |
$ |
i 12,852,977 |
$ |
i 4,408,380 |
||||
| Less: accumulated depreciation and amortization |
( i 3,324,550 | ) | ( i 1,744,014 | ) | ||||
| |
|
|
|
|||||
| Property and equipment (Net) |
$ |
i 9,528,427 |
$ |
i 2,664,366 |
||||
| |
|
|
|
|||||
| 2018 ATEL Loan |
$ | i — | $ | i 359,594 | ||||
| 2020 MFS Loan |
i 314,637 | i 384,604 | ||||||
| Manufacturers Capital Promissory Notes |
i 967,710 | i — | ||||||
| Related Party - Energize Convertible Debt |
i 7,600,000 | i — | ||||||
| 2020 SVB Loan |
i 10,225,000 | i — | ||||||
| 2021 SVB Loan |
i 20,800,000 | i — | ||||||
| Related Party - Drive Capital Convertible Debt |
i 3,000,000 | i — | ||||||
| Related Party - ECP Holdings Convertible Debt |
i 7,000,000 | i — | ||||||
| |
|
|
|
|||||
| Total Outstanding Principal |
$ |
i 49,907,347 |
$ |
i 744,198 |
||||
| Less: Discounts |
( i 6,816,026 | ) | i — | |||||
| Less: Deferred financing fees |
( i 588,339 | ) | ( i 15,879 | ) | ||||
| |
|
|
|
|||||
| Total Outstanding debt |
$ |
i 42,502,982 |
$ |
i 728,319 |
||||
| Fair value of derivatives |
i 4,395,000 | i — | ||||||
| |
|
|
|
|||||
| Total Debt and derivative liabilities |
$ |
i 46,897,982 |
$ |
i 728,319 |
||||
| |
|
|
|
|||||
Amounts |
||||
| 2022 |
$ | i 15,059,584 | ||
| 2023 |
i 30,690,676 | |||
| 2024 |
i 3,949,970 | |||
| 2025 |
i 207,117 | |||
| |
|
|||
| Total |
$ |
i 49,907,347 |
||
| |
|
|||
Year ended December 31, |
||||
| (in thousands) | 2021 |
|||
| Contractual interest expense |
$ | i 327 | ||
| Amortization of deferred financing costs and convertible debt discount |
i 1,102 | |||
| |
|
|||
| Total Interest Expense |
$ |
i 1,429 |
||
| Effective interest rate |
i 58.3 | % | ||
As of |
||||
| (in thousands) | ||||
| Unamortized deferred issuance costs, derivative, and warrants |
$ | i 3,534 | ||
| Net carrying amount of convertible note |
i 4,066 | |||
| |
|
|||
| Principal value of convertible note |
$ |
i 7,600 |
||
| Fair value of convertible note and derivative liability |
i 9,936 | |||
| Fair value of convertible note excluding the derivative liability |
$ | i 7,446 | ||
| Fair value level |
Level 3 | |||
Year ended December 31, |
||||
| (in thousands) | 2021 |
|||
| Contractual interest expense |
$ | i 63 | ||
| Amortization of deferred financing costs and convertible debt discount |
i 86 | |||
| |
|
|||
| Total Interest Expense |
$ |
i 149 |
||
| Effective interest rate |
i 17.1 | % | ||
As of |
||||
| (in thousands) | ||||
| Unamortized deferred issuance costs, derivative, and warrants |
$ | i 474 | ||
| Net carrying amount of convertible note |
i 2,526 | |||
| |
|
|||
| Principal value of convertible note |
$ |
i 3,000 |
||
| Fair value of convertible note and derivative liability |
i 3,390 | |||
| Fair value of convertible note excluding the derivative liability |
$ | i 2,830 | ||
| Fair value level |
Level 3 | |||
Year ended December 31, |
||||
| (in thousands) | 2021 |
|||
| Contractual interest expense |
$ | i 76 | ||
| Amortization of deferred financing costs and convertible debt discount |
i 95 | |||
| |
|
|||
| Total Interest Expense |
$ |
i 171 |
||
| Effective interest rate |
i 16.3 | % | ||
| (in thousands) | As of |
|||
| Unamortized deferred issuance costs, derivative, and warrants |
$ | i 1,130 | ||
| Net carrying amount of convertible note |
i 5,870 | |||
| |
|
|||
| Principal value of convertible note |
$ |
i 7,000 |
||
| Fair value of convertible note and derivative liability |
i 7,829 | |||
| Fair value of convertible note excluding the derivative liability |
$ | i 6,484 | ||
| Fair value level |
Level 3 | |||
Years Ended December 31, |
||||||||
2020 |
||||||||
| United States |
$ | ( i 67,883,898 | ) | $ | ( i 21,671,394 | ) | ||
| Foreign |
i — | i — | ||||||
| |
|
|
|
|||||
| Total |
$ |
( i 67,883,898 |
) |
$ |
( i 21,671,394 |
) | ||
| |
|
|
|
|||||
Years Ended December 31, |
||||||||
2020 |
||||||||
| Federal statutory income tax rate |
i 21 | % | i 21 | % | ||||
| Federal income tax at statutory rates |
$ | ( i 14,255,619 | ) | $ | ( i 4,550,993 | ) | ||
| Valuation Allowance |
i 13,982,549 | i 4,435,667 | ||||||
| Other, permanent difference |
i 273,070 | i 115,326 | ||||||
| |
|
|
|
|||||
| Total income tax provision |
$ |
i — |
$ |
i — |
||||
| |
|
|
|
|||||
| Effective income tax rate |
i 0 |
% |
i 0 |
% | ||||
Years Ended December 31, |
||||||||
2020 |
||||||||
| Deferred Tax Assets: |
||||||||
| Allowance for doubtful accounts |
$ | i 273,692 | $ | i 110,381 | ||||
| Accruals and reserves |
i 4,448,488 | i 733,051 | ||||||
| Disallowed interest carryforwards |
i 1,332,346 | i — | ||||||
| Net operating loss and other carryforwards |
i 24,171,779 | i 12,418,254 | ||||||
| Stock based compensation |
i 505,580 | i 377,514 | ||||||
| Other, net |
i 40,507 | i 16,364 | ||||||
Years Ended December 31, |
||||||||
2020 |
||||||||
| Deferred tax assets before valuation allowance |
$ | i 30,772,392 | $ | i 13,655,564 | ||||
| Valuation Allowance |
( i 30,739,829 | ) | ( i 13,591,637 | ) | ||||
| Total Deferred Tax Assets, net of valuation allowance |
i 32,563 | i 63,927 | ||||||
| Deferred Tax Liabilities: |
||||||||
| Depreciation |
i 32,563 | i 63,927 | ||||||
| Total Deferred Tax Liabilities |
i 32,563 |
$ |
i 63,927 |
|||||
| Net Deferred Tax Assets (Liabilities) |
$ |
i — |
$ |
i — |
||||
| Valuation allowance as of January 1, 2020 |
$ | i 7,831,390 | ||
| Adjustments to the valuation allowance |
i 5,760,247 | |||
| Valuation allowances as of December 31, 2020 |
i 13,591,637 | |||
| Adjustments to the valuation allowance |
i 17,148,192 | |||
| Valuation allowance as of December 31, 2021 |
$ | i 30,739,829 |
| Number of warrants |
Weighted average exercise price |
Weighted average grant date fair value |
Weighted average remaining contractual term (years) |
|||||||||||||
| Outstanding at January 1, 2020 |
i 1,663,325 | $ | i 0.41 | $ | i 0.82 | |||||||||||
| Granted |
i 263,257 | i 0.18 | i 1.09 | |||||||||||||
| Exercised |
i — | i — | i — | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Outstanding at December 31, 2020 |
i 1,926,582 | $ | i 0.38 | $ | i 0.85 | i 4.06 | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Exercisable |
i 1,926,582 | |||||||||||||||
| |
|
|||||||||||||||
| Number of warrants |
Weighted average exercise price |
Weighted average grant date fair value |
Weighted average remaining contractual term (years) |
|||||||||||||
| Outstanding at January 1, 2021 |
i 1,926,582 | $ | i 0.38 | $ | i 0.85 | |||||||||||
| Granted |
i 613,723 | i 4.77 | i 8.85 | |||||||||||||
| Exercised |
i — | i — | i — | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Outstanding at December 31, 2021 |
i 2,540,305 | $ | i 1.44 | $ | i 2.79 | i 4.84 | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Exercisable |
i 2,540,305 | |||||||||||||||
| |
|
|||||||||||||||
| 2021 |
2020 |
|||||||
| Cost of Revenues |
$ | i 13,402 | $ | i 14,383 | ||||
| General and Administrative |
$ | i 680,609 | $ | i 825,664 | ||||
| Selling and Marketing |
$ | i 79,695 | $ | i 104,985 | ||||
| Research & Development |
$ | i 81,690 | $ | i 47,048 | ||||
Number of Shares/Units |
Weighted Average Exercise Price |
Weighted Average Grant Date Fair Value |
Weighted Average Remaining Contractual Life |
Aggregate Intrinsic Value |
||||||||||||||||
| (years) | ||||||||||||||||||||
| Balance at January 1, 2021 |
i 7,354,441 | $ |
i 0.60 | $ |
i 0.33 | i 8.59 | $ |
i 8,636,744 | ||||||||||||
| Granted |
i — | i — | i — | i — | ||||||||||||||||
| Exercised |
i 218,925 | i 0.47 | i 0.26 | i 2,882,631 | ||||||||||||||||
| Forfeited |
i 524,578 | i 0.62 | i 0.33 | i 5,965,765 | ||||||||||||||||
| Expired |
i 59,953 | i 0.72 | i 0.39 | i 675,649 | ||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
Number of Shares/Units |
Weighted Average Exercise Price |
Weighted Average Grant Date Fair Value |
Weighted Average Remaining Contractual Life |
Aggregate Intrinsic Value |
||||||||||||||||
| (years) | ||||||||||||||||||||
| Balance at December 31, 2021 |
i 6,550,985 |
$ |
i 0.61 |
$ |
i 0.33 |
i 7.60 |
$ |
i 75,296,955 |
||||||||||||
| Exercisable at December 31, 2021 |
i 3,197,157 | i 0.50 | i 0.27 | i 7.31 | i 37,456,625 | |||||||||||||||
| Expected to vest at December 31, 2021 |
i 3,353,828 | i 0.71 | i 0.36 | i 7.87 | i 37,840,330 | |||||||||||||||
2020 |
||||
| Expected annual dividend yield |
i 0.00 | % | ||
| Expected volatility |
i 51.78 | % | ||
| Risk-free rate of return |
i 0.75 | % | ||
| Expected option term (years) |
i 5.98 | |||
Number of units |
Weighted average grant date fair value |
|||||||
| Non-vested at January 1, 2021 |
i 493,358 | $ | i 0.87 | |||||
| Granted |
i 4,405,974 | i 8.37 | ||||||
| Vested |
i — | i — | ||||||
| Forfeited |
( i 257,372 | ) | i 5.83 | |||||
| Non-vested at December 31, 2021 |
i 4,641,960 | $ | i 7.72 | |||||
| Level 1 - | Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Therefore, determining fair value for Level 1 investments generally does not require significant judgment, and the estimation is not difficult. |
| Level 2 - | Pricing is provided by third-party sources of market information obtained through investment advisors. The Company does not adjust for or apply any additional assumptions or estimates to the pricing information received from its advisors. |
| Level 3 - | Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 instruments involves the most management judgment and subjectivity. |
| Quoted prices in active markets |
Significant other observable inputs |
Significant unobservable inputs |
||||||||||
| (Level 1) | (Level 2) | (Level 3) | ||||||||||
| Cash sweep and money market accounts |
$ | i 8,701,895 | $ | $ | ||||||||
| Related party derivative liabilities |
$ | — | $ | — | $ | i 4,395,000 | ||||||
| Warrant liability |
$ | — | $ | — | $ | i 2,968,435 | ||||||
| Quoted prices in active markets |
Significant other observable inputs |
Significant unobservable inputs |
||||||||||
| (Level 1) | (Level 2) | (Level 3) | ||||||||||
| Cash sweep and money market accounts |
$ | i 17,562,823 | $ | — | $ | — | ||||||
| Warrant liability |
$ | — | $ | — | $ | i 199,408 | ||||||
| Beginning balance |
$ | i 86,963 | $ | i — | ||||
| Additions |
i 987,747 | i 86,963 | ||||||
| Change in fair value recorded in earnings |
i 939,454 | i — | ||||||
| |
|
|
|
|||||
| Ending balance |
$ | i 2,014,164 | $ | i 86,963 | ||||
| |
|
|
|
|||||
| Stock Price |
$ | i 28.28 | $ | i 4.11 | ||||
| Term (Years) |
i 10.71 | i 12.00 | ||||||
| Volatility |
i 84.40 | % | i 120.13 | % | ||||
| Risk-free rate of return |
i 1.52 | % | i 0.13 | % | ||||
| Dividend Yield |
i 0.00 | % | i 0.00 | % | ||||
| Beginning balance |
$ | i 112,445 | $ | i 32,405 | ||||
| Additions |
— | — | ||||||
| Change in fair value recorded in earnings |
i 841,826 | i 80,040 | ||||||
| |
|
|
|
|||||
| Ending balance |
$ | i 954,271 | $ | i 112,445 | ||||
| |
|
|
|
|||||
| Stock Price |
$ | i 30.19 | $ | i 4.23 | ||||
| Term (Years) |
i 11.26 | i 12.50 | ||||||
| Volatility |
i 83.10 | % | i 118.63 | % | ||||
| Risk-free rate of return |
i 1.54 | % | i 0.13 | % | ||||
| Dividend Yield |
i 0.00 | % | i 0.00 | % | ||||
| Beginning balance |
$ | i — | ||
| Additions |
i 4,187,000 | |||
| Change in fair value recorded in earnings |
i 208,000 | |||
| |
|
|||
| Ending balance |
$ | i 4,395,000 | ||
| |
|
|||
Energize Ventures |
April 13, 2021 (Inception) |
|||||||
| Cost of debt |
i 11.0 | % | i 11.0 | % | ||||
| Term (Years) |
i 0.08 – i 0.25 | i 0.25 – i 0.50 | ||||||
| Present value factor |
i 0.98 – i 0.99 | i 0.95 – i 0.97 | ||||||
Drive Capital |
August 24, 2021 (Inception) |
|||||||
| Cost of debt |
i 11.0 | % | i 11.0 | % | ||||
| Term (Years) |
i 0.08 – i 0.25 | i 0.31 – i 0.60 | ||||||
| Present value factor |
i 0.98 – i 0.99 | i 0.94 – i 0.97 | ||||||
ECP Holdings |
October 26, 2021 (Inception) |
|||||||
| Cost of debt |
i 11.0 | % | i 10.0 | % | ||||
| Term (Years) |
i 0.08 – i 0.25 | i 0.27 – i 0.43 | ||||||
| Present value factor |
i 0.98 – i 0.99 | i 0.96 – i 0.98 | ||||||
Amounts |
||||
| 2022 |
i 2,895,231 | |||
| 2023 |
i 2,191,339 | |||
| 2024 |
i 779,456 | |||
| 2025 |
i 803,073 | |||
| 2026 |
i 67,087 | |||
| |
|
|||
| Total |
$ |
i 6,736,187 |
||
| |
|
|||
| Income (loss) available to Common Stockholders per share: |
||||||||
| Net loss |
$ | ( i 67,883,898 | ) | $ | ( i 21,671,394 | ) | ||
| Weighted average common shares outstanding: |
||||||||
| Basic and Diluted |
i i 41,454,582 / | i i 38,900,813 / | ||||||
| Net loss per share – Basic and Diluted |
$ | ( i i 1.64 / | ) | $ | ( i i 0.56 / | ) | ||
| |
|
|
|
|||||
| • | Each issued and outstanding share of Fast Radius capital stock was converted into and exchanged for i 65,000,000 shares of the Combined Company’s Common Stock. |
| • | Outstanding principal on the mandatorily redeemable Fast Radius convertible notes were converted into i 989,539 shares of Fast Radius Common Stock ( i 2,034,513
shares of the Combined Company’s Common Stock). |
| • | i 1,267,948 warrants were exercised and converted into i 1,089,378
shares of the Combined Company’s Common Stock. |
| • | i 803,227 RSUs and i 25,306
options vested upon the closing of the Business Combination. Compensation expense associated with these awards will be recognized in the first quarter of 2022. |
| • | $ i 3.6 million in transaction bonuses to certain founders and employees of the Company upon consummation of the Business Combination became due. |
Amount |
||||
| Securities and Exchange Commission registration fee |
$ | 909.52 | ||
| Accounting fees and expenses |
* | |||
| Legal fees and expenses |
* | |||
| Transfer agent and registrar fees and expenses |
* | |||
| Financial printing and miscellaneous expenses |
* | |||
| |
|
|||
| Total expenses |
$ | * | ||
| * | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time. |
Item 16. |
Exhibits and Financial Statement Schedules. |
| (a) | Exhibits. |
| Exhibit Number |
Description |
Schedule/ Form |
File No. |
Exhibit |
Filing Date |
|||||||||||||
| 23.1* | Consent of Deloitte & Touche LLP (with respect to Legacy Fast Radius’s consolidated financial statements) | |||||||||||||||||
| 23.3* | Consent of DLA Piper LLP (US) (included in Exhibit 5.1) | |||||||||||||||||
| 24.1* | Power of Attorney (included on signature page) | |||||||||||||||||
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document) | |||||||||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||||||
| 101.CAL* | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||||||||||||
| 101.DEF* | Inline XBRL Taxonomy Definition Linkbase Document | |||||||||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||
| 104* | Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments) | |||||||||||||||||
| 107* | Filing Fee Table | |||||||||||||||||
| * |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| # |
| + | Certain portions of this exhibit have been omitted pursuant to Regulation S-K, Item (601)(b)(10). |
Item 17. |
Undertakings. |
Fast Radius, Inc. | ||
| By: | /s/ Lou Rassey | |
Name: Lou Rassey | ||
Title: Chief Executive Officer | ||
| Signature |
Title |
Date | ||
| /s/ Lou Rassey |
Chief Executive Officer, Chairperson and Director ( Principal Executive Officer |
August 23, 2022 | ||
| /s/ Pat McCusker |
President, Interim Chief Financial Officer ( Principal Financial and Accounting Officer |
August 23, 2022 | ||
| /s/ Matthew Flanigan |
Director | August 23, 2022 | ||
| /s/ Steven Koch |
Director | August 23, 2022 | ||
| /s/ Matthew Maloney |
Director | August 23, 2022 | ||
| /s/ Tyler Reeder |
Director | August 23, 2022 | ||
| /s/ Nick Solaro |
Lead Independent Director | August 23, 2022 | ||
| Director | August 23, 2022 | |||
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 10/4/33 | ||||
| 9/10/33 | ||||
| 3/12/33 | ||||
| 4/13/31 | ||||
| 1/1/31 | ||||
| 2/4/27 | ||||
| 12/31/26 | ||||
| 12/1/25 | ||||
| 8/16/25 | ||||
| 7/13/25 | ||||
| 3/24/25 | ||||
| 3/15/25 | ||||
| 1/15/25 | ||||
| 12/1/24 | ||||
| 12/15/23 | ||||
| 10/26/23 | ||||
| 8/23/23 | ||||
| 4/13/23 | ||||
| 4/3/23 | ||||
| 3/1/23 | ||||
| 2/4/23 | ||||
| 1/1/23 | ||||
| 12/31/22 | ||||
| 12/15/22 | ||||
| 12/6/22 | ||||
| 9/1/22 | ||||
| Filed on: | 8/23/22 | |||
| 8/19/22 | ||||
| 8/16/22 | ||||
| 8/5/22 | ||||
| 8/4/22 | ||||
| 8/1/22 | ||||
| 7/22/22 | 424B3, EFFECT | |||
| 7/1/22 | 4 | |||
| 6/30/22 | 10-Q, 3 | |||
| 6/28/22 | 8-K | |||
| 6/27/22 | 8-K | |||
| 6/14/22 | 8-K | |||
| 6/9/22 | 8-K | |||
| 6/3/22 | 4, CORRESP, S-1/A | |||
| 6/1/22 | 4 | |||
| 5/12/22 | 10-Q, 8-K | |||
| 5/11/22 | ||||
| 4/15/22 | 10-K, 4, S-8 | |||
| 4/1/22 | 8-K/A | |||
| 3/31/22 | 10-Q, 8-K/A | |||
| 3/30/22 | 8-K, 8-K/A, NT 10-K | |||
| 3/29/22 | ||||
| 3/28/22 | ||||
| 3/24/22 | 8-K | |||
| 3/21/22 | ||||
| 3/10/22 | SC 13D | |||
| 3/1/22 | ||||
| 2/18/22 | ||||
| 2/10/22 | 8-K, SC 13G/A | |||
| 2/4/22 | 25-NSE, 3, 4, 4/A, 8-K, 8-K/A | |||
| 2/2/22 | 8-K | |||
| 2/1/22 | 425, 8-K | |||
| 1/31/22 | 425, 8-K | |||
| 1/27/22 | ||||
| 1/25/22 | ||||
| 1/21/22 | 425, 8-K | |||
| 1/20/22 | 425, 8-K | |||
| 1/16/22 | ||||
| 1/13/22 | 424B3, 425, 8-K, EFFECT | |||
| 1/10/22 | S-4/A | |||
| 1/1/22 | ||||
| 12/31/21 | 10-K, NT 10-K | |||
| 12/27/21 | 425, 8-K, S-4/A | |||
| 12/26/21 | 8-K | |||
| 12/15/21 | ||||
| 11/26/21 | S-4/A | |||
| 11/24/21 | CORRESP, S-4/A | |||
| 11/8/21 | ||||
| 11/1/21 | ||||
| 10/26/21 | ||||
| 9/30/21 | 10-Q, NT 10-Q, UPLOAD | |||
| 9/10/21 | ||||
| 9/3/21 | S-4 | |||
| 8/24/21 | ||||
| 8/23/21 | ||||
| 8/20/21 | 10-Q | |||
| 8/16/21 | NT 10-Q | |||
| 8/13/21 | ||||
| 7/30/21 | 8-K | |||
| 7/19/21 | 425, 8-K | |||
| 7/18/21 | ||||
| 7/13/21 | ||||
| 6/30/21 | 10-Q, NT 10-Q | |||
| 5/31/21 | ||||
| 5/25/21 | ||||
| 5/24/21 | 10-Q | |||
| 5/1/21 | ||||
| 4/13/21 | ||||
| 4/12/21 | ||||
| 3/31/21 | 10-Q, NT 10-Q | |||
| 3/24/21 | ||||
| 3/21/21 | ||||
| 3/12/21 | ||||
| 2/28/21 | ||||
| 2/19/21 | 8-K | |||
| 2/12/21 | 4, 8-K | |||
| 2/11/21 | 4, 8-K | |||
| 2/9/21 | 3, CERT, EFFECT | |||
| 2/8/21 | 3, 4, 8-A12B, 8-K, CERT, EFFECT | |||
| 2/4/21 | CORRESP | |||
| 2/1/21 | S-1/A | |||
| 1/31/21 | ||||
| 1/26/21 | ||||
| 1/24/21 | ||||
| 1/15/21 | DRS, S-1 | |||
| 1/1/21 | ||||
| 12/31/20 | ||||
| 12/29/20 | ||||
| 12/23/20 | DRS | |||
| 12/15/20 | ||||
| 12/8/20 | ||||
| 11/4/20 | ||||
| 10/29/20 | ||||
| 7/29/20 | ||||
| 4/8/20 | ||||
| 3/21/20 | ||||
| 2/19/20 | ||||
| 2/3/20 | ||||
| 2/2/20 | ||||
| 2/1/20 | ||||
| 1/31/20 | ||||
| 1/11/20 | ||||
| 1/1/20 | ||||
| 3/21/19 | ||||
| 12/31/18 | ||||
| 10/12/18 | ||||
| 10/4/18 | ||||
| 6/12/18 | ||||
| 6/10/18 | ||||
| 6/8/18 | ||||
| 12/31/17 | ||||
| 12/22/17 | ||||
| 12/4/17 | ||||
| 11/13/17 | ||||
| 6/23/16 | ||||
| 8/22/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/01/22 Fast Radius, Inc. 424B3 1:4.8M Donnelley … Solutions/FA |