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6K ADDITIVE, INC. — Annual Report 2024
Dec 2, 2025
64262_rns_2025-12-02_b6664058-1dc7-412e-8c9c-89136ef15da5.pdf
Annual Report
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6K Additive, LLC
Financial Statements as of and for the Years Ended December 31, 2024 and 2023, and Report of Independent Auditors
6K ADDITIVE, LLC
INDEX TO THE FINANCIAL STATEMENTS
| INDEX TO THE FINANCIAL STATEMENTS | |
|---|---|
| Page | |
| Report of Independent Auditor | 1-2 |
| Balance Sheets | 3 |
| Statements of Operations | 4 |
| Statements of Changes in Members’ Deficit | 5 |
Statements of Cash Flows |
6 |
| Notes to the Financial Statements | 7-30 |
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Independent Auditor’s Report
Board of Directors
6K Additive, Inc. (formerly 6K Additive, LLC)
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Opinion
We have audited the financial statements of 6K Additive, LLC (the Company), which comprise the balance sheets as of December 31, 2024 and 2023, the related statements of operations, changes in members’ deficit, and cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Substantial Doubt About the Company‘s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred recurring losses since its inception, has an accumulated deficit and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management‘s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.
1
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
-
Exercise professional judgment and maintain professional skepticism throughout the audit.
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
-
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
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Boston, Massachusetts October 3, 2025
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6K ADDITIVE, LLC
BALANCE SHEETS
| As of December 31, 2024 2023 |
As of December 31, 2024 2023 |
As of December 31, 2024 2023 |
||
|---|---|---|---|---|
| 2024 | ||||
| Assets | ||||
| Current assets: | ||||
| Cash | $ 1,839,760 | $ 1,151,022 | ||
| Accounts receivable, net | 3,129,023 | 4,105,895 | ||
| Prepaid expenses and other current assets | 1,045,233 | 301,538 | ||
Inventories |
5,956,435 | 6,622,756 | ||
| Total current assets | 11,970,451 | 12,181,211 | ||
| Property and equipment, net | 20,804,785 | 19,844,417 | ||
Goodwill |
3,187,448 | 3,187,448 | ||
| Intangible assets, net | 2,524,232 | 2,947,675 | ||
Operating lease right-of-use assets |
1,405,726 | 1,657,288 | ||
| Total assets | $ 39,892,642 |
$ 39,818,039 |
||
| Liabilities and members’ deficit | ||||
| Current liabilities: | ||||
| Accounts payable | $ 3,110,913 | $ 2,477,879 | ||
| Accrued expenses and other current liabilities | 2,240,126 | 2,105,425 |
||
Due to Parent (related party) |
21,974,386 |
10,118,502 |
||
| Loans with Parent (related party) | 53,500,000 | 46,000,000 |
||
Finance lease liability, current |
638,499 |
- |
||
| Operatinglease liability,current | 109,409 | 109,409 |
||
| Total current liabilities | 81,573,333 | 60,811,215 | ||
| Finance lease liability, net of current portion | 727,663 | - |
||
| Operatinglease liability,net of currentportion | 314,502 | 369,702 | ||
| Total liabilities | 82,615,498 | 61,180,917 |
||
| Commitments and contingencies (Note 16) | ||||
| Members’ deficit | (42,722,856) | (21,362,878) | ||
| Total liabilities and members’ deficit | $ 39,892,642 |
$ 39,818,039 |
The accompanying notes are an integral part of these financial statements.
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6K ADDITIVE, LLC
STATEMENTS OF OPERATIONS
| Year Ended | December 31, 2023 |
||
|---|---|---|---|
| 2024 | |||
| Revenue | |||
| Product revenue | $ 17,984,013 | $ 16,178,865 | |
| Service revenue – Parent (related party) | 351,868 |
4,028,069 |
|
| Service revenue – other | 47,280 | 15,010 |
|
| Total revenue | 18,383,161 | 20,221,944 | |
| Cost of revenue | 20,991,234 | 20,394,809 |
|
| Grossmargin | (2,608,073 ) |
(172,865 ) |
|
| Operating expenses | |||
Selling, general and administrative (including related party) |
10,017,686 | 11,154,161 | |
| Research and development(includingrelatedparty) | 3,402,839 | 4,419,167 |
|
| Totaloperating expenses | 13,420,525 | 15,573,328 | |
| Loss from operations | (16,028,598) | (15,746,193) |
|
Other expense (income), net |
|||
| Interest expense (including related party) | 9,509,206 | 4,760,695 |
|
Other income,net |
(188,254 ) |
(162,881 ) |
|
| Total other expense,net | 9,320,952 | 4,597,814 |
|
| Net loss | $ (25,349,550 ) |
$ (20,344,007 ) |
The accompanying notes are an integral part of these financial statements.
4
6K ADDITIVE, LLC
STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT
| Common Units |
Members’ Deficit |
|||
|---|---|---|---|---|
| Balances as of January 1, 2023 | 9,875,000 | $ (6,883,472 ) |
||
| Exercise of common unit options | 36,890 | 28,036 |
||
Equity-based compensation |
- |
121,304 |
||
| Non-cash contributions from Parent (related party) | - | 5,715,261 |
||
| Net loss | - | (20,344,007 ) |
||
| Balances as of December 31, 2023 | **9,911,890 ** | (21,362,878) 3,800 |
||
| Exercise of common unit options | 5,000 | |||
| Equity-based compensation | - | 206,573 3,779,199 |
||
| Non-cash contributions from Parent(relatedparty) | - | |||
| Net loss | - | (25,349,550) |
||
| Balances as of December 31, 2024 | 9,916,890 | (42,722,856 ) |
The accompanying notes are an integral part of these financial statements.
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6K ADDITIVE, LLC
STATEMENTS OF CASH FLOWS
| Year Ended | December 31, | December 31, | ||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Cash flows from operating activities: | ||||
Net loss |
$ (25,349,550 ) |
$ (20,344,007 ) |
||
| Adjustments to reconcile net loss to net cash used in operating | ||||
activities: |
||||
| Depreciation and amortization | 3,477,964 | 2,668,632 | ||
| Equity-based compensation expense | 206,573 | 121,304 | ||
Change in fair value of contingent consideration |
- | (270,000 ) |
||
Provision for credit losses |
208,065 | 4,246 | ||
| Non-cash interest expense | - | 19,362 | ||
| Non-cash lease expense | 251,562 | 303,216 | ||
| Non-cash expense allocation from Parent (related party) | 3,779,199 | 5,715,261 | ||
Change in operating assets and liabilities: |
||||
| Accounts receivable | 768,807 | (2,010,117) | ||
| Prepaid expenses and other current assets | (743,695 ) |
26,303 |
||
| Inventories | 666,321 | (1,376,440) | ||
| Accounts payable | 633,034 | 783,289 |
||
| Accrued expenses and other current liabilities | 134,701 | 572,754 | ||
Due to Parent (related party) |
11,855,884 | 3,838,421 | ||
| Operatinglease assets and liabilities | (55,200) | (1,481,393) | ||
| Netcashusedinoperatingactivities | (4,166,335 ) |
(11,429,169 ) |
||
| Cash flows from investing activities: | ||||
Purchases ofpropertyand equipment |
(3,094,641 ) |
(1,283,866 ) |
||
| Government grants related to equipment | 639,926 | - |
||
| Acquisition of GMP | - | (8,921,123 ) |
||
| Net cash used in investingactivities | (2,454,715) | (10,204,989) | ||
| Cash flows from financing activities: | ||||
| Repayment of SVB Loan | - | (3,000,000) |
||
Principal payments on finance lease |
(194,012 ) |
- |
||
| Exercise of common unit options | 3,800 | 28,036 |
||
Proceeds from loan with Parent (related party) |
8,500,000 |
23,000,000 |
||
| Repayment of loan to Parent(relatedparty) | (1,000,000) | - | ||
| Net cashprovided byfinancingactivities | 7,309,788 | 20,028,036 | ||
| Net increase (decrease) in cash | 688,738 | (1,606,122) |
||
Cash at beginningofyear |
1,151,022 |
2,757,144 |
||
| Cash at end ofyear | $ 1,839,760 | $ 1,151,022 | ||
| Supplemental disclosure of cash flow information: | ||||
| Cash paid for interest | $ - | $ 153,427 | ||
Cash paid for taxes |
$ - | $ - |
||
| Supplemental disclosures of non-cash investing and financing activities: |
$ 219,053 $ - |
$ 187,187 $ 1,960,504 |
||
| Property and equipment included in accounts payable and accrued expenses |
||||
| Lease assets obtained in exchange for operating lease obligation | ||||
Lease assets obtained in exchange for finance lease obligation |
$ 1,560,174 |
$ - |
||
| Non-cash contributions from Parent (related party) | $ 3,945,292 | $ 5,805,183 |
The accompanying notes are an integral part of these financial statements.
6
6K ADDITIVE, LLC
NOTES TO THE FINANCIAL STATEMENTS
1. Description of Business
Organization and Description of Business
The accompanying financial statements present the historical financial position, results of operations, members’ deficit and cash flows of 6K Additive, LLC (“6K Additive” or the “additive business”), which was historically a majority-owned subsidiary of 6K Inc. and subsidiaries (the “Parent”). 6K Additive was historically managed as part of 6K Inc. prior to the planned separation of the additive business from the Parent’s energy business. 6K Additive was incorporated in the state of Delaware on February 22, 2019, and its principal offices are located in Burgettstown, Pennsylvania.
6K Additive has two main business segments, Powder and Alloy. The Powder business specializes in the development, commercialization and implementation of plasma technologies for the production and processing of advanced nanomaterials. 6K Inc.’s microwave plasma technology, UniMelt, can produce highly engineered nanoparticles with minimum waste byproducts with a single pass continuous process compared to legacy production processes for nanomaterials. 6K Additive has a royalty free license to use the UniMelt to produce certain metal powders. The Alloy business is the legacy business, comprised of taking reclaimed or older material and forming it to higher grade metal, mainly used in the aerospace and automotive industries.
Risks and Uncertainties
6K Additive is subject to risks and uncertainties common to companies in the materials technology industry and of similar size, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, compliance with government regulations, uncertainty of market acceptance of products, and the need to obtain additional financing to fund operations. Products currently under development will require additional research and development efforts prior to commercialization and will require additional capital and adequate personnel and infrastructure. 6K Additive’s research and development may not be successfully completed, 6K Additive may not obtain necessary government regulatory approval, and approved products may not prove commercially viable. 6K Additive operates in an environment of rapid change in technology and competition.
The Separation
During 2025, the board of directors of 6K Inc. approved its plans to spin-off (the “Separation”) the additive business. The Parent intends to contribute its assets and legal entities comprising the additive business to facilitate the Separation. As a result of the anticipated Separation, 6K Additive is expected to become an independent, publicly traded company listed on the Australian Stock Exchange (“ASX”).
As part of this separation, the carve-out financial statements of 6K Additive include an allocation of costs that are directly attributable to the operations of 6K Additive, including the costs of sales and general and administrative support functions that are provided by the Parent, such as senior management, information technology, legal, accounting and finance, human resources, facility, and other corporate services. In addition, 6K Additive’s financial statements include an allocation of certain R&D costs for additive business services provided by employees of 6K Inc. These costs have been allocated to 6K Additive for the purpose of preparing the financial statements based on proportional cost allocation methods using headcount and proportional time spent supporting 6K Additive and other organizational activities, as applicable, which are considered to be reasonable reflections of the utilization of services provided or benefit received by 6K Additive during the periods presented. Management considers that such allocations have been made on a reasonable basis; however, these allocations may not necessarily be indicative of the costs that would have been incurred if 6K Additive had operated on a standalone basis for the periods presented and, therefore, may not reflect 6K Additive’s results of operations, financial position, and cash flows had 6K Additive operated as a standalone entity during the periods presented. 6K Additive has reflected the cost allocations as non-cash contributions of capital from Parent in its statements of cash flows and statements of changes in members’ deficit because there is no expectation of cash settlement.
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Following the Separation, 6K Additive expects to incur additional operating expenses to operate as an independent publicly traded company, including various corporate functions, incremental information technologyrelated costs and incremental costs to operate standalone accounting, legal and other administrative functions. These functions were provided to 6K Additive prior to the separation by 6K Inc. and will be partially performed using 6K Additive’s own resources.
Liquidity and Going Concern
6K Additive management has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about 6K Additive’s ability to continue as a going concern within one year after the date that the financial statements are issued.
6K Additive’s ability to fund operations and capital needs will depend on funding from Parent through the date of separation that will be contributed to 6K Additive immediately prior to or in connection with the separation to cover 6K Additive’s capital needs following the separation until it is able to access other sources of capital, as further described below. 6K Additive has incurred recurring losses since its inception, including net losses of $25,349,550 and $20,344,007 for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, 6K Additive had a members’ deficit of $42,722,856.
6K Inc. manages 6K Additive’s cash and financing arrangements, excess cash generated, if any, is deemed remitted to 6K Inc. and all sources of cash are deemed funded by 6K Inc. 6K Additive expects to continue to generate operating losses for the foreseeable future. 6K Additive’s continued operations are dependent on continued funding by 6K Inc., or another source of external funding, and its ability to generate cash from operating activities and to raise additional capital to finance its future operations. 6K Additive’s failure to raise capital as and when needed will have a negative impact on its financial condition and its ability to continue to pursue its business strategies, which would adversely affect its business prospects, or it may be unable to continue its operations.
If 6K Additive is unable to obtain funding on a timely basis, it may be forced to significantly curtail, delay, or discontinue commercial operations or be unable to expand or continue operations. There is no assurance that 6K Additive will be successful in obtaining sufficient funding on terms acceptable to 6K Additive to fund continuing operations, if at all. Based on 6K Additive’s recurring losses from operations incurred, expectation of continuing operating losses for the foreseeable future, and the need to raise additional capital to finance its future operations, as of October 3, 2025 the issuance date of the financial statements for the year ended December 31, 2024, 6K Additive has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that the financial statements are issued.
The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements have been prepared on the basis 6K Additive will continue as a going concern and which contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of 6K Additive have been prepared on a standalone basis. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the historical financial position, results of operations, members’ deficit and cash flows of 6K Additive. The financial statements of 6K Additive include the assets, liabilities, revenues and expenses of 6K Additive that management has determined are specifically identifiable to the additive business, such as those related to commercial activities, direct internal and external R&D activities as well as leases and fixed assets specifically identifiable to the additive business.
Use of Estimates
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The preparation of 6K Additive’s financial statements in conformity with GAAP requires 6K Additive to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, those related to allocation of expenses, impairment of long-lived assets and goodwill, leases, allowance for credit losses, revenue recognition and valuation of inventories. Significant estimates also include the accounting for business combinations, including the purchase price allocation and valuation of goodwill, intangible assets, and contingent consideration. 6K Additive bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. These estimates may change, as new events occur and additional information is obtained. On an ongoing basis, 6K Additive evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.
Cash
6K Additive considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents. 6K Additive had no cash equivalents as of December 31, 2024 and 2023.
Comprehensive Loss
Comprehensive loss includes net loss as well as other changes in members’ deficit that result from transactions and economic events other than those with members. 6K Additive did not have items other comprehensive loss for the years ended December 31, 2024 and 2023, and therefore 6K Additive’s comprehensive loss equals its net loss.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable is unsecured, recorded at net realizable value, and do not bear interest. Accounts receivable are considered past due if not paid within the terms established between 6K Additive and the customer. Amounts are only written off after all attempts at collections have been exhausted. 6K Additive determines the need for an allowance for credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information. 6K Additive extends credit to customers based on its evaluation of the customer’s financial condition. 6K Additive does not require that any collateral be provided by its customers.
Concentrations of Credit Risk
Financial instruments that potentially subject 6K Additive to concentrations of credit risk consist primarily of cash and accounts receivable. 6K Additive has a potential concentration of credit risk in that it maintains deposits with a financial institution in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The maximum deposit insurance amount is $250,000 for interest and non-interest-bearing accounts, which is applied per depositor, per insured bank for each account ownership category. 6K Additive has not experienced any losses on its deposits since its inception.
6K Additive’s revenues and accounts receivable are generated from customers domestically and internationally. Significant customers are those which represent 10% or more of revenue or accounts receivable.
For the years ended December 31, 2024 and 2023, there were 2 customers that accounted for 10% or more of 6K Additive’s total revenue. The following table represents these customers’ aggregate percent of total revenue:
| Year Ended December 31, 2024 2023 |
Year Ended December 31, 2024 2023 |
Year Ended December 31, 2024 2023 |
|
|---|---|---|---|
| Customer 1 | 24 % |
● % |
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| Customer 2 | 10 % |
14 % |
|---|---|---|
| Customer3 | ● % |
10 % |
| Aggregate percent of revenue 34% 24% |
As of December 31, 2024, one customer accounted for more than 10% of 6K Additive’s accounts receivable balance, and two customers accounted for over 10% of the Company’s accounts receivable balance as of December 31, 2023. The following table represents these customers’ aggregate percentage of total accounts receivable:
| As of December 31, 2024 2023 |
As of December 31, 2024 2023 |
As of December 31, 2024 2023 |
||
|---|---|---|---|---|
| Customer 1 | 35 % |
12 % |
||
| Customer 2 | ● % |
10 % |
||
| Aggregate percent of accounts receivable | 35 % |
22 % |
● Revenue and/or accounts receivable was less than 10% of revenue and/or accounts receivable.
Accounts Receivable Factoring
6K Additive has entered into factoring agreements to sell certain receivables to unrelated third-party financial institutions on a non-recourse basis. These transactions result in a reduction in accounts receivable because the agreements transfer effective control over, and risk related to, the receivables to the buyers. 6K Additive’s factoring agreements do not allow for recourse in the event of uncollectability, and 6K Additive does not retain any interest in the underlying accounts receivable once sold. Accounts receivable balances sold are removed from the balance sheets and cash received is reflected as cash provided by operating activities in the statements of cash flows. Factoring related financing expense is recorded to other expense on the statements of operations. Amounts sold through these arrangements during the years ended December 31, 2024 and 2023 were $3,086,613 and $3,934,444, respectively. Factoring related financing expense recorded to other expense was $53,191 and $59,908 for the years ended December 31, 2024 and 2023, respectively.
Inventories
Inventories, which primarily consist of raw materials, work-in-process, and finished goods, are carried at the lower of cost or net realizable value with cost determined on a first-in, first-out basis. Net realizable value is determined based on sales transactions at or around the balance sheet date. The cost of inventory includes product cost, labor costs, overhead costs, shipping costs, and taxes. 6K Additive assesses inventory periodically for potential impairment. Specific considerations for valuing inventory include age, condition, usability, and replacement cost. Write-offs of potentially slow-moving or damaged inventory are recorded based on management’s analysis of inventory levels, forecasted future sales volume and pricing and through specific identification of obsolete or damaged products. As of December 31, 2024 and 2023, no reserve was recorded for excess and obsolete inventories.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset, as follows:
| Estimated Useful Life | Estimated Useful Life |
|---|---|
| Buildings and building improvements | 5-39 years |
| Machinery and equipment 3-7 years |
|
Laboratory equipment |
5 years |
| Office furniture and equipment 5 years |
|
Leasehold improvements |
Shorter of remaining lease term or estimated asset life |
Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expenses as incurred. When assets are retired or otherwise disposed of, the cost of these assets and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are included
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in loss from operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service.
Business Combinations
6K Additive accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. Transaction costs related to business combinations are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates.
During the measurement period, which extends no later than one year from the acquisition date, 6K Additive may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the statements of operations as operating expenses or income. There were no related measurement period adjustments during the years ended December 31, 2024 and 2023.
Contingent consideration payable in a business combination is measured and recorded at fair value on the acquisition date as part of the allocation of the purchase consideration. The fair value of contingent obligations to make additional payments in connection with an acquisition, based on the attainment of certain specified financial performance measures, are measured at each reporting period until resolution of the contingency, with changes in fair value reflected in the statements of operations as other expense (income), net. The determination of the fair value requires management to use subjective judgments as to the probability and timing of the attainment of the specified financial performance measures. The determination of the fair value of contingent considerations obligation is particularly sensitive to judgments relative to the probability of achieving the specified financial performance measures.
Impairment of Long-Lived Assets
Long-lived assets include property and equipment, definite-lived intangible assets and right-of-use assets associated with 6K Additive’s lease agreements. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that 6K Additive considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, 6K Additive compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. 6K Additive did not record any impairment of long-lived assets during the years ended December 31, 2024 or 2023.
Goodwill
Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recorded. The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognized as goodwill.
Goodwill is evaluated for impairment annually on October 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Factors considered important, on an overall company basis, that could trigger an impairment review include significant underperformance relative to historical or projected
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future operating results, significant changes in the 6K Additive’s use of the acquired assets or 6K Additive’s strategy for its overall business, or significant negative industry or economic trends.
In connection with the evaluation of goodwill for impairment, 6K Additive may first consider qualitative factors to assess whether there are any indicators to suggest it is more likely than not that the fair value of a reporting unit may not exceed its carrying amount. If after assessing such factors or circumstances, 6K Additive determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required. If 6K Additive chooses to bypass the qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then 6K Additive will perform a quantitative assessment. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit’s carrying value over its fair value. 6K Additive continues to monitor and evaluate the financial performance of our business, including the impact of general economic conditions, to assess the potential for the fair value of the reporting unit to decline below its book value.
6K Additive did not record any impairment of goodwill during the years ended December 31, 2024 or 2023. There can be no assurance that, at the time future impairment tests are completed, a material impairment charge will not be recorded.
Intangible Assets
Intangible assets include those acquired in a business combination which are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired. Intangible assets are reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets include developed technology, customer relationships, trade names and non-compete agreements obtained through business acquisitions. Amortization of intangible assets with finite lives is calculated on a straight-line basis based on the following estimated useful lives:
| Intangible assets include those acquired in a business combination which are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired. Intangible assets are reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets include developed technology, customer relationships, trade names and non-compete agreements obtained through business acquisitions. Amortization of intangible assets with finite lives is calculated on a straight-line basis based on the following estimated useful lives: |
Intangible assets include those acquired in a business combination which are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired. Intangible assets are reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets include developed technology, customer relationships, trade names and non-compete agreements obtained through business acquisitions. Amortization of intangible assets with finite lives is calculated on a straight-line basis based on the following estimated useful lives: |
|---|---|
| Estimated Useful Life | |
| Developed technology | 10 years |
| Customer relationships 7 years |
|
Trade names |
7 years |
| Non-compete agreements 5 years |
Leases
At the inception of an arrangement, 6K Additive determines whether the arrangement is or contains a lease based on the circumstances present. 6K Additive previously adopted an accounting policy which provides that leases with an initial term of one year or less and no purchase option that 6K Additive is reasonably certain of exercising will not be included within the lease right-of-use assets and lease liabilities on its balance sheet. 6K Additive previously elected an accounting policy not to separate lease and non-lease components for all underlying asset classes.
Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, current lease liabilities, and lease liabilities. 6K Additive includes renewal options to extend the lease in the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding right-of-use assets are recorded based on the present values of lease payments over the lease terms. The interest rate implicit in lease contracts is typically not readily determinable. As such, 6K Additive utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Variable payments that do not depend on a rate or index are excluded from the lease liability and are recognized as incurred. Lease contracts do not include residual value guarantees, nor do they include restrictions or other covenants. Certain adjustments to the right-of-use assets may be required for items such as initial direct costs paid, incentives received or lease prepayments. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, 6K Additive would reassess lease classification, remeasure the lease liability by using revised inputs as of the reassessment date, and adjust the right-of-use asset.
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Fair Value Measurements
6K Additive follows the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC Topic 820, Fair Value Measurements (“ASC 820”), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
-
Level 1—Quoted prices in active markets for identical assets or liabilities.
-
Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
-
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
6K Additive’s contingent consideration liability is carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 5).
Grants
6K Additive recognizes grants or subsidies from governments and other organizations as a receivable within prepaid expenses and other current assets when it is probable that 6K Additive will comply with any conditions attached to the grant arrangement and the grant will be received. 6K Additive evaluates the conditions of each grant as of each reporting period to determine whether it is probable that 6K Additive has met the conditions of each grant arrangement. Grants are recognized in the statements of operations on a systematic basis over the periods in which 6K Additive recognized the related costs for which the grant is intended to compensate. When government grants are related to reimbursements for capital expenditures, the grants are recognized as a reduction of property and equipment in the balance sheets, and thereby a future reduction of depreciation expense, and when the grants relate to operating expenses, the grants are recognized as a reduction of the related operating expense within the statements of operations. In the statement of cash flow, 6K Additive records cash reimbursements received related to capital expenditures (construction, equipment, and advances) within the investing section of the cash flow and all operating-related expense reimbursement (i.e. salaries and related) within the operating section of the cash flow. 6K Additive records grant receivables in the balance sheets in prepaid expenses and other current assets or other noncurrent assets, depending on when the amounts are expected to be received from the government agency.
During the year ended December 31, 2024, 6K Additive recognized a reduction to expense of $1,743,239 related to grants within the statements of operations, which includes $1,291,612, $268,425 and $183,202 in cost of revenue, selling general and administrative and research and development, respectively. As of December 31, 2024, 6K Additive recognized $639,926 related to grants in the property and equipment line within the balance sheets. As of December 31, 2024, 6K Additive has $387,030 recorded as a government receivable, included in prepaid expenses and other current assets, of which $65,015 relates to capital purchases and $322,015 relates to personnel, direct costs and operating expenses to be reimbursed and received as cash. There was no grant activity during the year ended December 31, 2023.
Title to all property and equipment purchased by 6K Additive with federal funds vests with the government throughout the agreement. The government may elect to transfer title to all (or some) of the property and equipment to 6K Additive at the end of the agreement, if 6K Additive’s performance is satisfactory, and subject to compliance with specific criteria set forth in the award’s terms.
Research and Development Costs
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Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including costs for salaries and bonuses, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, equity-based compensation, thirdparty license fees, laboratory supplies, and external costs of outside vendors engaged in the design, testing, operations and enhancement of 6K Additive’s technology, and other costs. Payments for such activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued expenses.
Revenue Recognition
6K Additive accounts for revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), as amended. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as collaboration arrangements.
Under ASC 606, 6K Additive recognizes revenue when its customers obtain control of promised goods or services, in an amount that reflects the consideration which 6K Additive expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that 6K Additive determines are within the scope of ASC 606, 6K Additive applies the following five steps: (1) identification of the contract, or contracts, with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when, or as, performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of accounting under ASC 606. Taxes imposed by governmental authorities on 6K Additive’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.
For a contract with multiple performance obligations, 6K Additive allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using 6K Additive’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers; however, when prices in standalone sales are not available 6K Additive may use third party pricing for similar products or estimate the standalone selling price. Allocation of the transaction price is determined at the contract’s inception.
Product Revenue
6K Additive derives product revenue primarily from the manufacture and sale of metals compacts used in the aluminum industry as alloy additions and metal powders used by the additive manufacturing industry. For metals compacts and powders sold by 6K Additive, control transfers to the customer at a point in time. To indicate the transfer of control, 6K Additive must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is other than perfunctory, the customer must have accepted the product or service.
6K Additive recognizes accounts receivable at the point in time at which it has an unconditional right to payment. Revenue is only recognized for those goods that are not expected to be returned such that it is probable that there will not be a significant reversal of cumulative revenue. 6K Additive does not enter into significant financing arrangements or other forms of variable consideration except for, in limited circumstances, rights of return for product sales if agreed to by 6K Additive. There are no contract assets or liabilities arising from product revenue.
Service Revenue
6K Additive generates revenue from the execution of research and development projects involving the testing, production and processing of critical materials. 6K Additive enters into research and development contracts with government agencies and commercial customers, which are generally priced on a fixed price or time and materials basis. Service revenue also includes certain research and development contracts that are entered into by the Parent and the work is performed by 6K Additive on their behalf.
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Generally, revenues from research and development contracts are recognized based upon the cost-to-cost measure of progress, provided that the contract meets the criteria associated with transferring control of the good or service over time. However, 6K Additive evaluates the proper revenue recognition on a contract-by-contract basis, as each contract generally contains terms specific to the underlying agreement which may result in differing performance obligations and payment terms. For revenue recognized under the cost-to-cost measure of progress basis, 6K Additive continually assesses total costs expected to be incurred and if such costs require adjustment to the measure of progress, 6K Additive records such adjustment as a change in estimate on a cumulative catch-up basis in the period of adjustment. Modifications to contract specifications or requirements are, in most cases, for services that are not distinct and therefore are accounted for as if they were part of the original contract.
The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, as required under ASC 606, 6K Additive re-evaluates the estimated consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.
Contract assets arise from unbilled amounts in customer research and development arrangements when revenue recognized exceeds the amount billed to the customer and 6K Additive’s right to payment is conditional on factors other than the passage of time. 6K Additive includes contract assets within accounts receivable in the accompanying balance sheets. Deferred revenues represent 6K Additive’s obligation to transfer goods or services to a customer for which it has received consideration (or has the unconditional right to receive consideration) from the customer.
6K Additive analyzes its research and development arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, 6K Additive first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendorcustomer relationship and therefore within the scope of ASC 606. 6K Additive’s policy is generally to recognize amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. To date, there have been no transactions within the scope of ASC 808.
Shipping and Handling Fees and Costs
Shipping and handling fees billed to customers for product shipments are recorded in product revenue in the accompanying statements of operations. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of revenue in the accompanying statements of operations.
Cost of Revenue
Product cost of revenue primarily consists of costs for materials and associated freight, shipping and handling costs, salaries and other personnel costs, overhead and other direct costs related to those sales recognized as product revenue in the period. Cost of revenue for research and development services primarily consist of salaries and other personnel costs, materials and associated freight, contractor cost, overhead and other direct costs. Costs incurred to obtain contracts with customers are not significant. 6K Additive does not recognize any assets associated with incremental costs of obtaining a contract with a customer (such as sales commissions). There are no deferred contract costs.
Advertising Expense
Advertising expenses consist primarily of costs incurred in promoting and marketing 6K Additive’s brand and services offered. Costs associated with 6K Additive’s advertising are expensed as incurred and are included in selling, general, and administrative expenses of the accompanying statements of operations. For the years ended
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December 31, 2024 and 2023, the advertising expense included in selling, general, and administrative was $3,500 and $27,764, respectively.
Equity-Based Compensation
6K Additive measures all equity-based awards granted to employees and directors based on the fair value on the date of the grant, determined using the Black-Scholes option-pricing model, and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. 6K Additive issues equity-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method.
6K Additive is a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected common unit volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded common unit price. The expected term of 6K Additive’s common unit options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of common unit options granted to non-employee consultants is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that 6K Additive has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
In addition, due to the absence of an active market for 6K Additive’s common units, 6K Additive utilized methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation to estimate the fair value of its common units. The fair value of common unit options granted was determined based upon a variety of factors, including 6K Additive’s financial position, historical performance and operating results, 6K Additive’s production capacity and customer demand, external market conditions affecting the additive manufacturing industry, the lack of marketability of 6K Additive’s common units and the prospects of a liquidity event and the analysis of initial public offering and market performance of similar companies as well as recently completed mergers and acquisition of peer companies. Significant changes to the key assumptions underlying the factors used could result in different fair values of 6K Additive at each valuation date.
For equity-based awards issued to non-employee consultants, 6K Additive measures the awards based on the fair value on the date of the grant, determined using the Black-Scholes option-pricing model. Compensation expense for these awards is recognized over the related service period.
6K Additive has elected to recognize forfeitures as they occur. 6K Additive has not issued any equity-based awards with performance-based or market-based vesting conditions.
6K Additive classifies equity-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.
Certain employees of 6K Additive participate in the Parent’s equity-based compensation plans. equitybased compensation expense of 6K Additive related to these plans is recognized through allocations based on methodologies that management believes are consistent and reasonable, utilizing headcount supporting 6K Additive and other organizational activities based on where the employees reside, as appropriate.
Income Taxes
6K Additive is a pass-through entity for income taxes purposes and, as such, is not subject to income taxes. Any taxable income or loss generated by 6K Additive is passed through to, and included in the taxable income or loss of, its members, including 6K Inc. Accordingly, these financial statements do not reflect a provision for income taxes and 6K Additive has no other tax positions which must be considered for disclosure. See Note 20 for discussion on 6K Additive’s subsequent conversion to a corporation in September 2025.
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Segment Reporting
6K Additive adopted Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”), as of January 1, 2023. See the recently adopted accounting pronouncements section below for more information.
Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. 6K Additive’s CODM is its President and 6K Additive manages its operations as two reportable segments, Powder and Alloy, for the purposes of assessing performance and making operating decisions. See Note 19 for additional disclosures related to segment reporting.
Recently Adopted Accounting Pronouncements
As described previously, 6K Additive is expected to become an independent, publicly traded company listed on the ASX. Therefore, the adoption dates for the accounting pronouncements described below are those required of public companies, which 6K Additive has followed in the accompanying financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) , an amendment on measurement of credit losses on financial assets held by at each reporting date. The guidance requires the use of a new current expected credit loss (“CECL”) model in estimating allowances for doubtful accounts with respect to accounts receivable. The CECL model requires that 6K Additive estimate its lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the estimated net amounts expected to be collected. Effective January 1, 2023, 6K Additive adopted ASU No. 2016-13 and the adoption of this standard did not have a material impact on 6K Additive’s financial statements.
Effective January 1, 2023, 6K Additive retrospectively adopted ASU 2023-07 on an annual basis, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items. ASU 2023-07 also requires public entities with a single reportable segment to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in FASB ASC Topic 280, Segment Reporting . 6K Additive will adopt ASU 2023-07 on an interim basis beginning January 1, 2024. 6K Additive does not expect the impact of the adoption of this standard on an interim basis to be material to its financial statements or disclosures.
Recently Issued Accounting Pronouncements
As described previously, 6K Additive is expected to become an independent, publicly traded company listed on the ASX. Therefore, the adoption dates for the accounting pronouncements described below are those required of public companies, which 6K Additive has followed in the accompanying financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in their tax rate reconciliations, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. 6K Additive does not expect the impact of the adoption of this standard to be material to its financial statements or disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) , which requires public entities, at annual and interim reporting periods, to disclose in a tabular format additional information about specific expense categories in the notes to the financial statements. ASU 202403 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods
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beginning after December 15, 2027, with early adoption permitted. 6K Additive does not expect the impact of the adoption of this standard to be material to its financial statements or disclosures.
3. Revenue
6K Additive derives product revenue primarily from the manufacture and sale of metals compacts used in the aluminum industry as alloy additions and metal powders used by the additive manufacturing industry. Payment terms for customer orders are typically 30 to 90 days after the shipment or delivery of the product, and such payments typically do not include payments that are variable or dependent on specified factors or events. In limited circumstances, there exists a right of return for product if agreed to by 6K Additive. Product revenue is recognized at a point in time upon delivery of the product to the customer.
6K additive derives service revenue from the execution of research and development projects involving the testing, production and processing of critical materials. Research and development contracts are generally price on a fixed price or time and material basis and revenue is recognized on a cost-to-cost basis.
The following table disaggregates 6K Additive’s revenue from contracts with customers by geography, based on the customers’ location:
| Year Ended December 31, 2024 2023 |
Year Ended December 31, 2024 2023 |
|
|---|---|---|
| 2024 | ||
| Domestic | $ 16,203,882 | $ 18,508,956 |
| International | 2,179,279 | 1,712,988 |
| Total | $ 18,383,161 | $ 20,221,944 |
The following table disaggregates 6K Additive’s revenue from contracts with customers by type of customer:
| Year Ended December 31, 2024 2023 |
Year Ended December 31, 2024 2023 |
|
|---|---|---|
| 2024 | ||
| Commercial | $ 18,232,587 | $ 19,675,986 |
| Governmental | 150,574 | 545,958 |
| Total | $ 18,383,161 | $ 20,221,944 |
The following table disaggregates 6K Additive’s revenue recognized point-in-time vs. over-time:
| Year Ended December 31, 2024 2023 |
Year Ended December 31, 2024 2023 |
|
|---|---|---|
| 2024 | ||
| Point-in-time | $ 17,984,013 | $ 16,178,865 |
| Over-time | 399,148 | 4,043,079 |
| Total | $ 18,383,161 | $ 20,221,944 |
Contract assets arise from unbilled amounts in research and development contracts when revenue recognized exceeds the amount billed to the customer and 6K Additive’s right to payment is conditional on other factors other than the passage of time. 6K Additive includes contract assets within accounts receivable, net, in the accompanying balance sheets. As of December 31, 2023, 6K Additive had an unbilled receivable balance of $63,481 with 6K Inc., which was presented as a reduction of the Due to Parent liability in the balance sheets. As of December 31, 2024 and January 1, 2023, there were no unbilled receivable balances.
Deferred revenues represent 6K Additive’s obligation to transfer services to a customer in research and development contracts for which it has received consideration (or has the unconditional right to receive consideration) from the customer. The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the periods presented. As of December 31, 2024 and 2023, there were no deferred revenue balances. As of January 1, 2023, deferred revenue totaled $139,932.
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4. Business Combination
GMP Acquisition
On June 29, 2023, 6K Additive acquired the assets of Global Metal Powders (“GMP”) for $8,921,123 in cash. GMP, headquartered in New Castle, PA, produces chromium powders, which will expand 6K Additive’s powder portfolio. Additionally, GMP has proprietary furnace degassing technology that, while developed and used by GMP for chromium powders, can be used on a variety of 6K Additive’s existing alloys markets including, but not limited to, tantalum, niobium, and titanium.
6K Additive accounted for this acquisition as a business combination. 6K Additive analyzed the estimated values of all assets acquired and liabilities assumed as of the acquisition date, including, among other things, obtaining valuations of certain tangible and intangible assets, as well as the fair value of certain contracts and the determination of certain tax balances. The total purchase price paid in the acquisition has been allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the date of the acquisition, with the excess allocated to goodwill. The following summarizes the determination of the fair value of identifiable assets acquired and liabilities assumed from the acquisition:
able assets acquired and liabilities assumed from the acquisition: |
|
|---|---|
| Assets acquired: | |
| Inventories | $ 1,634,000 |
| Property and equipment | 1,113,675 |
Intangible assets |
3,031,000 |
| Total identifiable assets acquired | 5,778,675 |
Total purchase price |
8,921,123 |
| Goodwill | $ 3,142,448 |
6K Additive incurred $180,325 of transaction costs associated with the GMP acquisition. The transaction costs are included in selling, general and administrative expenses in the statements of operations.
The goodwill of $3,142,448 represents the excess of the consideration paid over the fair value of assets acquired and liabilities assumed. Goodwill is mainly attributable to expected synergies and the assembled workforce. All the goodwill was assigned to 6K Additive’s Powder reportable segment. The goodwill is expected to be deductible for income tax purposes.
The following table sets forth the components of the identified intangible assets associated with the GMP acquisition and their estimated useful lives:
quisition and their estimated useful lives: |
|||
|---|---|---|---|
| Fair Value | Estimated Life | ||
| Developed technology | $ 1,397,000 | 10 years | |
Customer relationships |
1,230,000 | 7years |
|
| Trade names | 213,000 | 7 years | |
| Non-compete agreements | 191,000 | 5years |
|
| Total | $ 3,031,000 |
6K Additive’s financial statements for 2023 include the results of operations of GMP from the date of acquisition through December 31, 2023. GMP contributed revenues of $1,754,563 and a net loss of $6,934 to 6K Additive for the period from June 29, 2023 to December 31, 2023. The unaudited pro forma financial information in the table below summarizes the combined results of operations for 6K Additive and GMP as if the companies were combined as of January 1, 2023. The unaudited pro forma financial information for the period presented includes the business combination accounting effects resulting from this acquisition, including adjustments to reflect recognition of intangible asset amortization. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of January 1, 2023 or the results that may occur in the future.
The estimated unaudited pro forma financial information was as follows:
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| Year Ended | ||
|---|---|---|
| December 31, 2023 | ||
| (unaudited) | ||
| Total revenue | $ | 22,329,391 |
| Net loss | $ | (19,974,084 ) |
5. Fair Value Measurements
On April 12, 2019, 6K Additive purchased all of the tangible and intangible assets and assumed certain named liabilities of AL Solutions from Tygem Holdings, Inc. In connection with the AL Solutions acquisition, 6K Additive is required to make contingent payments of up to $5.3 million subject to the Alloy division of 6K Additive, the previous AL Solutions business segment, achieving certain estimated earnings before income taxes, depreciation, and amortization (“EBITDA”) thresholds through June 30, 2026. The fair value of the liability for the contingent payments recognized upon the acquisition as part of the purchase accounting opening balance sheet totaled $2.5 million and was estimated by discounting to present value the probability-weighted contingent payments expected to be made, primarily based on the estimated EBITDA through June 30, 2026. The ultimate settlement of the contingent consideration could deviate from current estimates based on the actual results. This liability is considered to be a Level 3 financial liability and is re-measured each reporting period and was estimated to be $0 as of December 31, 2024 and 2023, respectively. The change in fair value of the contingent consideration is included in other expense (income), net within the statement of operations.
The following table provides a roll forward of the aggregate fair values of 6K Additive’s financial instruments described above, for which fair value is determined using Level 3 inputs:
| Contingent Consideration Liability |
||
|---|---|---|
| Balance, January 1, 2023 | $ 270,000 | |
Changes in fair value |
(270,000 ) |
|
| Balance, December 31, 2023 | - | |
| Changes in fair value | - | |
| Balance, December 31, 2024 | $ - |
As of December 31, 2024, and 2023, 6K Additive had no other financial assets or liabilities subject to fair value measurement on a recurring basis. None of 6K Additive’s non-financial assets and liabilities are subject to fair value measurement on a non-recurring basis. No transfers between levels occurred during the periods presented.
6. Accounts Receivable
Accounts receivable, net, consisted of the following:
| As of | As of | |||||
|---|---|---|---|---|---|---|
| December 31, 2024 |
December 31, 2023 |
January 1, 2023 |
||||
| Accounts receivable | $ | 3,257,867 |
$ | 4,118,635 |
$ | 2,113,518 |
| Less–allowance for credit losses | (128,844 ) |
(12,740 ) |
(13,494 ) |
|||
| Accounts receivable, net | $ | 3,129,023 | $ | 4,105,895 | $ | 2,100,024 |
The following table provides a roll forward of 6K Additive’s allowance for credit losses:
| Allowance for Credit Losses |
|
|---|---|
| Balance, January 1, 2023 | $ 13,494 |
Additions |
3,492 |
| Write-offs | (4,246 ) |
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| Balance, December 31, 2023 | 12,740 | |
|---|---|---|
| Additions | 324,169 | |
| Write-offs | (208,065) | |
| Balance, December 31, 2024 | $ | 128,844 |
7. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
| As of December 31, | |
|---|---|
| 2024 2023 |
|
| Prepaid insurance |
$ 264,211 $ 141,499 |
Governmental receivables |
387,030 - |
| Deferred offering expenses | 316,250 - |
| Other | 77,742 160,039 |
| Total |
$ 1,045,233 $ 301,538 |
8. Inventories
Inventories consisted of the following:
| As of December 31, 2024 2023 |
As of December 31, 2024 2023 |
As of December 31, 2024 2023 |
||
|---|---|---|---|---|
| Raw materials | $ 1,931,072 | $ 2,849,509 | ||
| Work-in-process | 2,739,764 | 2,513,340 | ||
| Finished goods | 1,285,599 | 1,259,907 | ||
| Total | $ 5,956,435 | $ 6,622,756 |
9. Property and Equipment
Property and equipment, net consisted of the following:
| As of December 31, 2024 2023 |
As of December 31, 2024 2023 |
As of December 31, 2024 2023 |
||
|---|---|---|---|---|
| 2023 | ||||
| Buildings and building improvements | $ 8,014,890 | $ 8,014,890 | ||
Machineryand equipment |
16,248,954 | 14,407,977 | ||
| Furnitureandfixtures | 344,225 | 344,025 | ||
| Leasehold improvements | 47,109 | 21,862 |
||
| Construction-in-progress | 5,213,871 | 3,041,753 | ||
| Land | 474,939 | 474,939 |
||
| Total property and equipment | 30,343,988 | 26,305,446 | ||
| Less: accumulated depreciation | (9,539,203) | (6,461,029) | ||
| Property and equipment, net | $ 20,804,785 | $ 19,844,417 |
Depreciation expense was $3,054,521 and $2,437,211 for the years ended December 31, 2024 and 2023, respectively.
10. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amounts of goodwill for the Powder and Alloy reportable segments are as follows for the year ended December 31, 2023:
21
| Powder | Alloy Total |
|
|---|---|---|
| Balance, January 1, 2023 | $ - | $ 45,000 $ 45,000 |
AcquisitionofGMP |
3,142,448 | - 3,142,448 |
| Balance, December 31, 2023 | $ 3,142,448 | $ 45,000 $ 3,187,448 |
There were no adjustments to the carrying value of goodwill during the year ended December 31, 2024. In addition, accumulated impairment losses for goodwill were $0 at December 31, 2024.
Intangible Assets
Intangible assets, net consisted of the following:
| Useful Lives (Years) |
December 31, 2024 | December 31, 2024 | December 31, 2024 | December 31, 2024 | December 31, 2024 | |
|---|---|---|---|---|---|---|
| Intangible Assets |
Accumulated Amortization |
Net Balance | ||||
| Developed technology 10 |
$ | 1,397,000 |
$ | (209,549 ) |
$ | 1,187,451 |
Customer relationships 7 |
1,230,000 | (263,571 ) |
966,429 | |||
| Trade names 7 |
213,000 | (45,643 ) |
167,357 | |||
| Non-compete agreements 5 |
388,345 | (185,350 ) |
202,995 | |||
| Total | $ | 3,228,345 | $ | (704,113 ) |
$ | 2,524,232 |
| Useful Lives (Years) |
December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | |
|---|---|---|---|---|---|---|
| Intangible Assets |
Accumulated Amortization |
Net Balance | ||||
| Developed technology 10 |
$ | 1,397,000 |
$ | (69,849 ) |
$ | 1,327,151 |
Customer relationships 7 |
1,230,000 | (87,857 ) |
1,142,143 | |||
| Trade names 7 |
213,000 | (15,214 ) |
197,786 | |||
| Non-compete agreements 5 |
388,345 | (107,750 ) |
280,595 | |||
| Total | $ | 3,228,345 | $ | (280,670 ) |
$ | 2,947,675 |
All intangible assets are finite lived. 6K Additive recorded amortization expense of $423,443 and $231,421 during the years ended December 31, 2024 and 2023, respectively, which is recorded in selling, general and administrative expense in the statements of operations.
The estimated future amortization expense associated with intangible assets is as follows:
| Amortization Expense |
||
|---|---|---|
| 2025 | $ | 423,443 |
| 2026 | 413,938 | |
| 2027 | 384,043 | |
| 2028 | 364,943 | |
| 2029 | 345,843 | |
| Thereafter | 592,022 | |
| Total | $ | 2,524,232 |
As of December 31, 2024, the weighted-average amortization period for finite intangible assets is 6.7 years.
11. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
22
| As of December 31, | As of December 31, | |
|---|---|---|
| 2024 | 2023 | |
| Accrued employee compensation and benefits | $ 1,615,898 | $ 1,299,287 |
| Accrued professional fees | 190,614 | 119,525 |
Accrued other |
433,614 |
686,613 |
| Total | $ 2,240,126 | $ 2,105,425 |
12. Debt
Loans with Parent
From May 2021 to September 2024, 6K Additive received gross proceeds of $54,500,000 in connection with loans with 6K Inc. (together, the “Parent Loans”). The Parent Loans are due on demand with 90 days’ notice from 6K Inc. and initially bore interest monthly at a rate of 4.75% or 10.00% through August 2023. Beginning in September 2023, all Parent Loans bear interest at a variable monthly rate equal to (i) the Secured Overnight Financing Right (“SOFR”), plus (ii) 14.00%. As of December 31, 2024 and 2023, the interest rate on the Parent Loans was 18.53% and 19.31%, respectively. Interest expense for the years ended December 31, 2024 and 2023 was $9,403,218 and $4,612,794, respectively. 6K Additive has not made any interest payments to date. As of December 31, 2024 and 2023, accrued interest was $15,318,165 and $5,914,947, respectively, which is included in Due to Parent in the balance sheets.
On October 3, 2024, 6K Additive made a principal payment of $1,000,000 on the outstanding Parent Loan balance. As of December 31, 2024 and 2023, the total outstanding principal balance on the Parent Loans was $53,500,000 and $46,000,000 respectively.
In July 2025, all Parent Loans were converted into common units of 6K Additive (see Note 20).
Loan with Silicon Valley Bank
In October 2021, 6K Additive entered into a loan and security agreement with SVB (the “SVB Loan”). The SVB Loan provided for a term loan of up to $6,000,000. Term loan borrowings bore interest at a variable rate equal to the greater of 5.25% or the prime rate plus 2%. The term loan maturity date was December 1, 2023, with principal and interest payable monthly from January 1, 2022 until the maturity date. The SVB Loan was fully repaid on September 11, 2023, and 6K Additive made total principal payments of $3,000,000 during the year ended December 31, 2023.
Under the SVB Loan, 6K Additive agreed to affirmative and negative covenants to which it would remain subject until maturity or repayment in full. The negative covenants include restrictions on 6K Additive’s ability to incur additional indebtedness, pay dividends, encumber its property, or engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. 6K Additive was in compliance with all financial covenants under the SVB Loan through the date of repayment on September 11, 2023.
6K Additive paid debt issuance costs of $90,643 in October 2021 in relation to the SVB Loan. The debt issuance costs are reflected as a reduction of the carrying value of long-term debt on the balance sheets and are being amortized to interest expense over the term of the SVB Loan until maturity using the effective interest method.
For the year ended December 31, 2023, 6K Additive recognized interest expense for the SVB Loan of $147,900, which included amortization of debt discounts and issuance costs of $19,362.
13. Members’ Deficit
6K Additive has authorized the issuance of a total of 11,000,000 common units. As of December 31, 2024 and 2023, there were 9,916,890 and 9,911,890 common units issued and outstanding, respectively.
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Voting Rights
Holders of common units are entitled to vote in accordance with each holder’s percentage interest. There is no cumulative voting with respect to any common unit. The number of authorized common units may be increased or decreased by the affirmative vote of more than 50% of the holders.
Distributions
Holders of common units are entitled to distributions if and when declared by 6K Additive’s Board of Managers. As of December 31, 2024, no distributions on common units had been declared by 6K Additive.
Liquidation
Upon the dissolution or liquidation of 6K Additive whether voluntary or involuntary, holders of common units are entitled to receive all assets of 6K Additive available for distribution to its members.
As of December 31, 2024 and 2023, 6K Additive had reserved common units for issuance as follows:
| As of December 31, 2024 2023 |
As of December 31, 2024 2023 |
||
|---|---|---|---|
| 2024 | |||
| Options issued and outstanding | 374,977 | 499,969 | |
Units available for future optiongrants |
249,133 | 129,141 | |
| Total | 624,110 | 629,110 |
14. Equity-Based Compensation
Parent 2014 Incentive Plan
In 2014, the Parent’s board of directors adopted the 2014 Incentive Plan (the “Parent Plan”). The Parent Plan provides for the Parent to grant incentive stock options or nonqualified stock options, restricted share awards and restricted shares. Equity-based compensation expense allocated to 6K Additive relates to (i) stock options issued by the Parent to 6K Inc. employees or consultants for proportional time spent supporting 6K Additive and (ii) stock options issued by the Parent to certain 6K Additive employees. Accordingly, the amounts presented are not necessarily indicative of future equity-based compensation and do not necessarily reflect the amount that 6K Additive would have issued as an independent company for the periods presented.
6K Additive 2019 Incentive Plan
In 2019, 6K Additive’s Board of Members adopted the 2019 Incentive Plan (the “Additive Plan”). The Additive Plan provides for 6K Additive to grant incentive common unit options, nonqualified common unit options or restricted common unit awards to employees and non-employee consultants of 6K Additive. The total number of common units of 6K Additive that may be issued under the Additive Plan was initially 416,000, which got expanded to 666,000 in 2023. There were 249,133 and 129,141 units remaining available for future grant under the Additive Plan as of December 31, 2024 and 2023, respectively. Units that are expired, forfeited, canceled or otherwise terminated without having been fully exercised are available for future grants under the Additive Plan.
In connection with all equity-based payments, total equity compensation expense was as follows:
| Year Ended December 31, | |
|---|---|
| 2024 2023 |
|
| Parent Plan | $ 166,093 $ 89,922 |
| Additive Plan | 40,480 31,382 |
| Total | $ 206,573 $ 121,304 |
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Common Unit Options – Additive Plan
6K Additive has historically granted common unit options to employees, directors, and consultants with vesting only subject to continued service over time. Accordingly, equity-based compensation expense for such awards is recognized using a straight-line attribution model over the vesting term.
The following table summarizes activity for 6K Additive’s time-based common unit options for the year ended December 31, 2024:
| Number of Units |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (inyears) |
|
|---|---|---|---|
| Outstanding as of December 31, 2023 | 499,969 | $ 1.08 | 8.7 |
Exercised |
(5,000 ) |
0.76 | |
| Forfeited or expired | (119,992 ) |
1.44 | |
| Outstandingas of December 31,2024 | 374,977 | $ 0.98 | 6.6 |
| Options vested and exercisable as of December 31, 2024 |
255,682 | $ 0.87 | 5.8 |
The total intrinsic value of common unit options exercised was $0 for the years ended December 31, 2024 and 2023. The fair value of each time-based common unit option granted is estimated on the grant date using the Black-Scholes option pricing model, pursuant to which the weighted-average grant date fair value was $0.24 during the year ended December 31, 2023. There were no common unit options granted during the year ended December 31, 2024. The following table summarizes the assumptions used in calculating the fair value of the time-basedequity options granted for the year ended December 31, 2023:
| December 31, | ||
|---|---|---|
| 2023 | ||
| Risk-free interest rate | 4.8 % |
|
| Expected dividend yield | - | |
| Expected term (in years) | 5.99 – 6.04 | |
| Expected volatility | 45.8% – 45.9% |
As of December 31, 2024, total unrecognized compensation cost related to unvested common unit options was $71,489, which is expected to be recognized over a weighted average period of 2.3 years.
15. Leases
In November 2022, 6K Additive entered into an operating lease agreement for approximately 6,707 square feet of office space and 9,667 of warehouse space at 12 Starck Drive, Burgettstown, Pennsylvania. 6K Additive gained control of the leased space in January 2023 and, accordingly, recorded an operating lease right-of-use asset and liability at such time. The initial term of the operating lease expires in December 2027, subject to two one-year renewal options, which have been included in 6K Additive’s operating lease right-of-use asset and liability, as 6K Additive is reasonably certain to exercise both options. In connection with the lease, the landlord agreed to abate all rent payable for the office space in consideration of 6K Additive’s performance of constructing specified leasehold improvements. 6K Additive incurred a total of $1,374,540 in connection with such leasehold improvements, which were accounted for as additional lease payments because 6K Additive is not the accounting owner of these improvements. The base rent for the warehouse space is $9,700 per month for total consideration of $814,800 over the 7-year lease term.
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In April 2024, 6K Additive entered into a finance lease agreement for a piece of equipment. The initial term of the finance lease expires in May 2026, subject to a purchase option that was reasonably certain of exercise at commencement. As such, the exercise price is included as a lease payment in 6K Additive’s finance lease asset and liability. The base rent for the equipment totals $1,790,000 over the 25-month lease term. In July 2025, 6K Additive exercised its purchase option for a total payment of $1,316,722, which was comprised of the remaining lease payments due of $1,147,000 plus sales and property taxes.
The following table summarizes the presentation of 6K Additive’s operating and finance lease assets and liabilities in the balance sheets for the periods presented:
liabilities in the balance sheets for the periods presented: |
||
|---|---|---|
| As of December 31, | ||
| 2024 | 2023 | |
| Assets | ||
| Property and equipment, net |
$ 998,511 | $ - |
Operating lease right-of-use assets |
1,405,726 | 1,657,288 |
| Total lease assets |
$ 2,404,237 | $ 1,657,288 |
| Liabilities | ||
| Finance lease liability, current |
$ 638,499 | $ - |
Operating lease liability, current |
109,409 |
109,409 |
| Finance lease liability, net of current portion | 727,663 | - |
Operating lease liability, net of current portion |
314,502 | 369,702 |
| Total lease liabilities |
$ 1,790,073 | $ 479,111 |
The components of lease cost were as follows for the periods indicated:
| Year Ended December 31, | Year Ended December 31, | |
|---|---|---|
| 2024 | 2023 | |
| Operating lease cost | $ 312,763 | $ 312,763 |
| Finance lease cost: | ||
| Amortization of finance lease asset | 561,663 | - |
| Interest on lease liability | 105,988 | - |
| Total finance lease cost | 667,651 | - |
| Short-term lease cost | 70,757 | 32,162 |
| Total lease cost | $ 1,015,171 | $ 344,925 |
Supplemental cash flow information related to leases is as follows for the periods indicated:
| Year Ended December 31, | |
|---|---|
| 2024 2023 |
|
| Cash paid for operating lease | $ 116,400 $ 1,490,940 |
| Cash paid for finance lease |
$ 300,000 $ - |
The following table summarizes the weighted-average lease term and weighted-average discount rate for leases for the periods indicated:
ses for the periods indicated: |
||
|---|---|---|
| Year Ended December 31, | ||
| 2024 2023 |
||
| Weighted average remaining lease term (years): | ||
| Operating lease | 5.0 6.0 |
|
Finance lease |
1.3 | - |
| Weighted average discount rates: | ||
Operating lease |
13.8 % |
13.8 % |
| Finance lease | 10.5% - |
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As of December 31, 2024, future commitments due under 6K Additive’s operating and finance leases are as follows:
lows: |
||
|---|---|---|
| Operating Lease | Finance Lease |
|
| 2025 | $ 116,400 | $ 748,000 |
| 2026 | 116,400 | 742,000 |
| 2027 | 116,400 |
- |
| 2028 | 116,400 | - |
| 2029 | 116,400 |
- |
| Total lease payments | 582,000 | 1,490,000 |
Less: interest |
(158,089 ) |
(123,838 ) |
| Total lease liabilities |
$ 423,911 | $ 1,366,162 |
16. Commitments and Contingencies
Indemnification Agreements
In the ordinary course of business, 6K Additive may provide indemnification of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. The maximum potential amount of future payments 6K Additive could be required to make under these indemnification agreements is, in many cases, unlimited. To date, 6K Additive has not incurred any material costs as a result of such indemnifications. 6K Additive is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its financial statements as of December 31, 2024 and 2023.
Legal Proceedings
6K Additive is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. At each reporting date, 6K Additive evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. 6K Additive expenses as incurred the costs related to such legal proceedings.
17. Benefit Plans
Beginning in 2024, 6K Additive established a defined contribution savings plan under Section 401(k) of the U.S. Internal Revenue Code of 1986, as amended. This plan covers all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Matching contributions to the plan may be made at the discretion of 6K Additive’s Board of Members. 6K Additive made matching contributions to employee 401(k) plans of $181,167 during the year ended December 31, 2024.
Prior to 2024, 6K Additive maintained a defined contribution retirement plan using a prototype SIMPLE plan as provided by Section 408(p) of the Internal Revenue Code (“IRS”). This plan covers all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Under the SIMPLE plan, participants may elect to make contributions on a tax-deferred basis up to annual limits set by IRS regulations. 6K Additive provides matching contributions to the SIMPLE plan up to 4% of eligible compensation as provided by the IRS accounts. 6K Additive’s matching contributions for the plan was $130,764 for the year ended December 31, 2023, and is included within operating expenses in 6K Additive’s statement of operations.
18. Related Party Transactions
Transactions with 6K Inc.
In the normal course of business, 6K Additive enters into transactions with 6K Inc. which include the following:
27
Corporate Expense Allocations – As previously described in Note 1, the accompanying financial statements include allocations of certain expenses from 6K Inc. related to certain corporate and shared service functions historically provided by 6K Inc., including, but not limited to, executive oversight, accounting, tax, legal, human resources, occupancy, and other shared services. These expense allocations are considered non-cash capital contributions from Parent in 6K Additive’s statements of changes in members’ deficit.
6K Additive recorded the expense allocations in the following categories on the accompanying statements of operations for the periods indicated:
| Year Ended December 31, | |
|---|---|
| 2024 2023 |
|
| Selling, general and administrative | $ 2,726,430 $ 2,947,697 |
| Research and development | 1,218,862 2,857,486 |
| Total | $ 3,945,292 $ 5,805,183 |
These amounts include allocated equity-based compensation expense of $166,093 and $89,922 for the years ended December 31, 2024 and 2023, respectively.
Outstanding Loans – As previously described in Note 12, 6K Additive has loans with 6K Inc. that have an outstanding principal balance of $53,500,000 and $46,000,000 at December 31, 2024 and 2023, respectively. In connection with these loans, 6K Additive recorded interest expense of $9,403,218 and $4,612,794 for the years ended December 31, 2024 and 2023, respectively. See Note 12 for further details.
Between January and May 2025, 6K Additive received $2,500,000 in connection with additional loans with 6K Inc. In July 2025, all loans with 6K Inc. were converted to common units in 6K Additive, which included the then-outstanding principal balance of $56,000,000 and accrued interest of $20,357,820 (see Note 20).
Operating Expense Reimbursement and Accrued Interest – 6K Inc. routinely pays certain expenses on behalf of 6K Additive in the normal course of business and vice versa. These expenditures are reflected in the financial statements of 6K Additive and 6K Inc., as applicable, and classified as Due to Parent (related party) in current liabilities on 6K Additive’s balance sheets. As previously described in Note 12, Due to Parent also includes accrued interest on the Parent Loans outstanding.
The components of Due to Parent (related party) were as follows for the periods indicated:
| As of December 31, | As of December 31, | ||
|---|---|---|---|
| 2024 | 2023 | ||
| Accrued interest | $ 15,318,165 | $ 5,914,947 | |
| Operatingexpenses | 6,656,221 | 4,203,555 | |
| Total | $ 21,974,386 | $ 10,118,502 |
Other Related Party Transactions
Management Service Fee – On April 12, 2019, 6K Additive executed a management service agreement with one of its members (Warbird). The agreement provides an annual service fee of $150,000 for financing and other consulting services provided to 6K Additive. Service fees were $150,000 for the years ended December 31, 2024 and 2023, and are included with selling, general and administrative expense in 6K Additive’s statements of operations.
19. Segment Information
Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in
28
making decisions regarding resource allocation and assessing performance. 6K Additive manages its operations as two reportable segments: (i) Powder and (ii) Alloy.
The Powder business specializes in the development, commercialization and implementation of plasma technologies for the production and processing of advanced nanomaterials. 6K Inc.’s microwave plasma technology, UniMelt, can produce highly engineered nanoparticles with minimum waste byproducts with a single pass continuous process compared to legacy production processes for nanomaterials. 6K Additive uses the UniMelt to produce certain metal powders. The Alloy business is the legacy business, comprised of taking reclaimed or older material and forming it to higher grade metal, mainly used in the aerospace and automotive industries.
The financial results of these segments are utilized by the CODM, the President, for evaluating segment performance and allocating resources. The segment revenues, cost of sales and gross margin are regularly reviewed by the CODM in deciding how to allocate resources. The CODM reviews significant segment expenses consistent with the presentation set forth in the tables below for the years ended December 31, 2024 and 2023. Other expenses are reviewed in the aggregate by the nature of the cost, consistent with 6K Additive’s presentation on its statements of operations. 6K Additive also manages assets on a total company basis, not by operating segment, as the assets are shared or commingled. Therefore, the CODM does not regularly review any asset information by operating segment and, accordingly, asset information is not reported on a segment basis.
The following table provides segment revenue, cost of sales and gross profit for the periods presented, which are regularly reviewed by the CODM:
re regularly reviewed by the CODM: |
|||
|---|---|---|---|
| Year Ended December 31, 2024 Powder Alloy Total |
|||
| Powder | Alloy | ||
| Revenue: | |||
| External sales | $ 11,605,921 | $ 6,425,372 | $ 18,031,293 |
| Sales with Parent (related party) | 351,868 | - | 351,868 |
| Total revenue | 11,957,789 | 6,425,372 | 18,383,161 |
| Cost of revenue | (13,823,491 ) |
(7,167,743 ) |
(20,991,234 ) |
| Gross margin |
$ **(1,865,702) ** |
$ (742,371) |
$ (2,608,073) |
The above table includes depreciation expense for Powder and Alloy of $1,489,195 and $689,328, respectively, within cost of revenue.
vely, within cost of revenue. |
|||
|---|---|---|---|
| Year Ended December 31, 2023 Powder Alloy Total |
|||
| Powder | Alloy | ||
| Revenue: | |||
| External sales | $ 7,421,802 | $ 8,772,073 | $ 16,193,875 |
| Sales with Parent (related party) | 4,028,069 | - | 4,028,069 |
| Total revenue | 11,449,871 | 8,772,073 | 20,221,944 |
| Cost of revenue | (12,136,722 ) |
(8,258,087 ) |
(20,394,809 ) |
| Gross margin |
$ **(686,851) ** |
$ 513,986 |
$ (172,865) |
The above table includes depreciation expense for Powder and Alloy of $1,170,315 and $695,530, respectively, within cost of revenue.
20. Subsequent Events
6K Additive has evaluated subsequent events occurring through October 3, 2025, the date the financial statements were available to be issued, for events requiring recording or disclosure in 6K Additive’s financial statements.
Between January and May 2025, 6K Additive received proceeds of $2,500,000 in connection with additional Parent Loans to fund its operating and capital requirements. The terms of these loans are consistent with those described in Note 12.
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In July 2025, 6K Additive’s Board of Managers authorized an increase to the number of authorized units from 11,000,000 to 70,000,000 common units. Subsequently, 6K Additive:
-
Issued 38,070,236 common units to 6K Inc. in exchange for the conversion of $76,357,820 of Parent Loans outstanding, including accrued interest of $20,357,820.
-
Issued 52,392 common units to an advisory firm as compensation for consulting services rendered.
-
• Issued 7,323,030 common units to certain institutional investors pursuant to financing subscription agreements in exchange for net proceeds of $14,043,193, after deducting offering expenses of $726,711. If 6K Additive cancels its initial public offering (“IPO”) or a change of control transaction occurs prior to an IPO, then 6K Additive will be required to purchase all of the subscription units from the investors at a purchase price equal to 125% of the subscription price. If 6K Additive does not complete the IPO by December 31, 2025, but the IPO is not cancelled, 6K Additive must provide to the subscribers: (a) confirmation that the IPO is proceeding at least 14 business days prior to December 31, 2025, with a new timetable for the IPO; and (b) issue to the subscribers additional common units equal to 10% of the total number of subscription units subscribed under each agreement for no consideration no later than January 15, 2026.
In July 2025, 6K Additive’s Board of Managers authorized a change in classification for United States federal tax and relevant state income tax purposes to be treated as an association taxable as a corporation instead of a partnership. On September 25, 2025, a certificate of conversion was filed with the state of Delaware, and the additive business was renamed 6K Additive, Inc.
In October 2025, 6K Additive entered into an Amended and Restated Exclusive License Agreement with 6K Inc., pursuant to which 6K Inc. granted to 6K Additive an exclusive, irrevocable, royalty-free license, with the right to grant sublicenses, under certain patents and know-how owned or controlled by 6K Inc., solely to manufacture powders that are intended for use in the additive industry and traditional powder metal industries. As amended, the agreement will terminate 10 years after the last licensed patent expires, and the territory was expanded to be worldwide.
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