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Subsequent Events
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Missed Interest Payments and Forbearance Agreements
On October 15, 2025, the Company did not make the quarterly interest payments due on such date (the “October 15 Interest Payments”) in respect of the 2030 Convertible Notes. Under the terms of the indenture governing the 2030 Convertible Notes (the “2030 Convertible Notes Indenture”), the failure to make the October 15 Interest Payments on the due date did not constitute an event of default under the 2030 Convertible Notes Indenture; however, the non-payment became an event of default under the 2030 Convertibles Notes Indenture and the indenture governing the Senior Notes (the “Senior Notes Indenture” and together with 2030 Convertible Notes Indenture, the “Indentures”) upon the Company’s failure to make the October 15 Interest Payments within the permitted 15-day grace period. The failure to make the October 15 Interest Payments after the end of the permitted grace period did not result in an event of default under the indenture governing the 2026 Convertible Senior Notes; however, should the indebtedness outstanding under either the 2030 Convertible Notes Indenture or the Senior Notes Indenture become accelerated as a result of the respective events of default, an event of default will occur under the indenture governing the 2026 Convertible Senior Notes. During the 15-day grace period, the Company and its advisors engaged in discussions with advisors to the Initial Forbearing Noteholders, including potential strategies and options for a comprehensive solution to the Company’s liquidity needs, which resulted in the entry into the First Forbearance
Agreements with the Initial Forbearing Noteholders and Second and Third Forbearing Agreements with the Extending Forbearing Noteholders.
Pursuant to each First Forbearance Agreement, subject to the terms and conditions set forth therein, the Initial Forbearing Noteholders agreed to forbear from exercising any of their rights and remedies under the applicable indentures governing the 2030 Convertible Notes and Senior Notes and applicable law until November 6, 2025, as thereafter extended by the Extending Forbearing Noteholders pursuant to each Second Forbearance Agreement and Third Forbearance Agreement until November 12, 2025 and November 24, 2025, respectively, as a result of the Company’s failure to make the October 15 Interest Payments. The Company, its advisors and the advisors to the Extending Forbearing Noteholders continue to negotiate longer-term forbearance agreements with respect to the defaults under the indentures, and although there can be no assurances an agreement will be reached on acceptable terms or at all, the Company expects to enter into longer-term forbearance agreements prior to the expiration of the Extended Forbearance Period.
Due to the noteholders ability to accelerate the respective obligations under the Senior Notes and 2030 Convertible Notes absent the Forbearance Agreements, the Company expects to recognize the amounts due under the Senior Notes and 2030 Convertible Notes as current liabilities on its balance sheet as of December 31, 2025.
October 2025 Restructuring Plan
On October 29, 2025, the Company committed to a plan to reduce its workforce by approximately 25% in order to reduce operating costs. The reduction commenced immediately and is expected to be substantially completed by 2025 year-end. The Company estimates that it will incur approximately $2.0 million to $3.0 million in cash charges associated with employee severance and related employee costs, to be incurred primarily in the fourth quarter of 2025. The Company’s estimates are subject to a number of assumptions, and actual results may materially differ. The Company may incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the workforce reduction.
Lease Eviction
On October 23, 2025, a complaint for eviction and breach of contract was filed against the company with reference to a leased property at 2721 Discovery Drive in Orlando Florida styled, REVA Orlando Tech DST v. Luminar Technologies, Inc., Case No. 2025-CA-010392-O, Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida. The Company is engaged with the claimant regarding resolution.
Departure and Appointment of Chief Financial Officer
On October 31, 2025, the Company announced that Thomas J. Fennimore will step down as the Company’s Chief Financial Officer effective November 13, 2025 to pursue other career opportunities. Mr. Fennimore’s departure is not the result of any disagreement with the Company’s independent auditors or the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies or practices.
On November 7, 2025, the Company appointed Thomas Beaudoin as the Company’s Chief Financial Officer, effective November 13, 2025.
Conversion of Series A Preferred Stock
In October 2025, holders of the Company’s Series A Preferred Stock converted an aggregate of additional 3,200 shares of Series A Preferred Stock into 1,803,518 shares of Class A common stock. As a result, all Series A Preferred Stock have been converted to Class A common stock.
Conversion of 2030 Convertible Series Notes
In October 2025, $0.5 million in aggregate principal amount of Series 2 Notes were converted by the holder. The Company issued 74,553 shares of the Class A common stock to settle such conversion.