AEye Terminates $50M Share Purchase Agreement With New Circle; Increases At-Market Stock Offering By $50M To Up To $125M

Termination of a Material Definitive Agreement.

 

In support of its 2026 capital optimization objectives, on December 10, 2025, AEye, Inc. (the "Company") provided the required five trading day written notice to New Circle Principal Investments LLC ("New Circle") to effectuate the voluntary termination (the "Termination") of the Share Purchase Agreement, dated July 25, 2024, by and between the Company and New Circle (the "Share Purchase Agreement"), pursuant to which New Circle had committed to purchase, subject to certain limitations, up to $50 million of the Company's common stock. The Termination is expected to become effective on December 17, 2025. At the time the Company delivered the notice to terminate, and at the time of termination, there were no outstanding borrowings, advance notices or shares of common stock to be issued under the Share Purchase Agreement. In addition, no termination fees or other payments were due by either party in connection with the termination of the Share Purchase Agreement.

 

 

 

Item 8.01.

Other Events.

 

To offset the loss of liquidity associated with the Termination and achieve a net increase in overall liquidity by approximately $28 million, on December 10, 2025, the Company filed Amendment No. 5 ("Amendment No. 5") to the Prospectus Supplements (as defined below) to increase the maximum number of shares of the Company's common stock (the "Placement Shares") issuable pursuant to the At Market Issuance Sales Agreement between the Company and A.G.P./Alliance Global Partners, dated September 12, 2024 (the "Sales Agreement"), by $50.0 million, which is reflected on Amendment No. 5 as an aggregate offering price of up to $125.0 million of Placement Shares and includes the shares of the Company's common stock having an aggregate gross sales price of approximately $68.4 million that were sold pursuant to the Prospectus Supplements to date.

 

 

 

The issuance and sale of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company's registration statement on Form S-3 (File No. 333-274546) filed with the Securities and Exchange Commission on September 15, 2023, and declared effective on September 26, 2023, as supplemented and amended by the prospectus supplements, dated as of September 13, 2024 and December 30, 2024 (the "Prospectus Supplements"), Amendments No. 1, No. 2, No. 3, and No. 4 to the Prospectus Supplements, dated as of January 7, 2025, January 23, 2025, July 25, 2025, and July 28, 2025, respectively, and Amendment No 5.