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Innoviz Technologies Ltd. — Prospectus 2021
Aug 20, 2021
33062_prs_2021-08-20_169ba27e-f37b-43d3-b55f-0696f61e7a58.zip
Prospectus
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Filed pursuant to Rule 424(b)(3) SEC File No. 333-258203
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated August 5, 2021)
INNOVIZ TECHNOLOGIES LTD.
PRIMARY OFFERING OF
16,231,241 ORDINARY SHARES
SECONDARY OFFERING OF
120,898,676 ORDINARY SHARES,
7,237,209 WARRANTS TO PURCHASE ORDINARY SHARES AND
7,137,209 ORDINARY SHARES UNDERLYING WARRANTS
OF
INNOVIZ TECHNOLOGIES LTD.
This prospectus supplement updates, amends and supplements the prospectus dated August 5, 2021 (as supplemented or amended from time to time, the Prospectus), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-258203). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with information on Innovizs second quarter 2021 financial results, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our ordinary shares and warrants are listed on the Nasdaq Stock Market LLC under the trading symbols INVZ and INVZW, respectively. On August 19, 2021, the closing prices for our ordinary shares and warrants on the Nasdaq Stock Market LLC were $6.55 per ordinary share and $1.48 per warrant.
Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 7 of this Prospectus and other risk factors contained in the documents incorporated by reference therein for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission, the Israeli Securities Authority nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August 20, 2021.
INNOVIZ TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
| Three Months Ended June 30, — 2020 | 2021 | 2020 | 2021 | |||||
|---|---|---|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ 1,011 | $ 1,008 | 1,849 | $ 1,735 | ||||
| Cost of revenues | (1,678 | ) | (2,078 | ) | (3,779 | ) | (3,536 | ) |
| Gross loss | (667 | ) | (1,070 | ) | (1,930 | ) | (1,801 | ) |
| Operating expenses: | ||||||||
| Research and development | $ 11,479 | $ 32,088 | $ | 27,217 | $ 48,822 | |||
| Selling and marketing | 1,200 | 15,629 | 2,698 | 17,181 | ||||
| General and administrative | 836 | 23,006 | 1,664 | 24,427 | ||||
| Total operating expenses | 13,515 | 70,723 | 31,579 | 90,430 | ||||
| Operating loss | (14,182 | ) | (71,793 | ) | (33,509 | ) | (92,231 | ) |
| Financial income (expenses), net | 462 | (709 | ) | 90 | (907 | ) | ||
| Loss before taxes on income | (13,720 | ) | (72,502 | ) | (33,419 | ) | (93,138 | ) |
| Taxes on income | (22 | ) | (32 | ) | (92 | ) | (72 | ) |
| Net loss | $ (13,742 | ) | $ (72,534 | ) | (33,511 | ) | $ (93,210 | ) |
| Basic and diluted net loss per ordinary share | $ (0.73 | ) | $ (0.58 | ) | (1.80 | ) | $ (1.30 | ) |
| Weighted average number of ordinary shares used in computing basic and diluted net loss per | ||||||||
| ordinary share | 18,701,229 | 125,188,537 | 18,614,903 | 71,458,394 |
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INNOVIZ TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| December 31, 2020 | ||||
|---|---|---|---|---|
| (Unaudited) | ||||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ 49,950 | $ | 156,418 | |
| Short term deposits | | 195,000 | ||
| Restricted deposits | 8 | 8 | ||
| Trade receivables | 2,506 | 604 | ||
| Inventories | 2,164 | 3,664 | ||
| Prepaid expenses and other current assets | 3,287 | 9,771 | ||
| Total current assets | 57,915 | 365,465 | ||
| LONG-TERM ASSETS: | ||||
| Restricted deposits | 864 | 852 | ||
| Other long-term assets | 537 | 163 | ||
| Property and equipment, net | 13,245 | 14,053 | ||
| Total long-term assets | 14,646 | 15,068 | ||
| Total assets | $ 72,561 | $ | 380,533 | |
| LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS EQUITY (DEFICIT) | ||||
| CURRENT LIABILITIES: | ||||
| Trade payables | $ 7,751 | $ | 10,961 | |
| Advances from customers and deferred revenues | 1,661 | 1,803 | ||
| Employees and payroll accruals | 5,528 | 9,690 | ||
| Accrued expenses and other current liabilities | 2,854 | 3,941 | ||
| Total current liabilities | 17,794 | 26,395 | ||
| LONG-TERM LIABILITIES: | ||||
| Loan, net of current maturities | 2,224 | 2,054 | ||
| Long-term advances from customers and deferred revenues | 3,473 | 3,473 | ||
| Warrants | | 8,136 | ||
| Total long-term liabilities | 5,697 | 13,663 | ||
| Convertible preferred shares | 272,815 | | ||
| SHAREHOLDERS EQUITY (DEFICIT): | ||||
| Ordinary Shares of no-par value | * | * | ||
| Additional paid-in capital | 7,658 | 665,088 | ||
| Accumulated deficit | (231,403 | ) | (324,613 | ) |
| Total shareholders equity (deficit) | (223,745 | ) | 340,475 | |
| Total liabilities, convertible preferred shares and shareholders equity (deficit) | $ 72,561 | $ | 380,533 |
- Represents amount lower than $1
2
INNOVIZ TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
U.S. dollars in thousands
| Three Months Ended June 30, — 2020 | 2021 | 2020 | 2021 | |||||
|---|---|---|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ (13,742 | ) | $ (72,534 | ) | (33,511 | ) | $ (93,210 | ) |
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,022 | 673 | 1,533 | 1,325 | ||||
| Revaluation of Private Warrants | | 845 | | 845 | ||||
| Share-based compensation | 652 | 49,887 | 1,585 | 51,662 | ||||
| Capital gain | | | (6 | ) | | |||
| Foreign exchange loss | (659 | ) | (244 | ) | (215 | ) | (56 | ) |
| Increase in prepaid expenses and other assets | (1,505 | ) | (5,283 | ) | (734 | ) | (5,748 | ) |
| Decrease (increase) in trade receivable | (1 | ) | 813 | 423 | 507 | |||
| Decrease (increase) in inventories | (262 | ) | (552 | ) | 554 | (1,500 | ) | |
| Increase (decrease) in trade payables | (1,065 | ) | 6,003 | (2,460 | ) | 2,770 | ||
| Increase (decrease) in accrued expenses and other liabilities | (2,025 | ) | 298 | (1,153 | ) | 870 | ||
| Increase in employees and payroll accruals | 466 | 3,430 | 1,005 | 4,162 | ||||
| Increase (decrease) in advances from customers and deferred revenues | (118 | ) | 186 | (61 | ) | 1,537 | ||
| Net cash used in operating activities | (17,237 | ) | (16,478 | ) | (33,040 | ) | (36,836 | ) |
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (629 | ) | (1,417 | ) | (2,206 | ) | (2,133 | ) |
| Investment in bank deposits, net | 35,023 | (195,000 | ) | 34,742 | (195,000 | ) | ||
| Decrease (Increase) in restricted deposits | | (1 | ) | | 1 | |||
| Net cash provided (used) in investing activities | 34,394 | (196,418 | ) | 32,536 | (197,132 | ) | ||
| Cash flows from financing activities: | ||||||||
| Cash received from reverse capitalization, net of Issuance cost | | 122,728 | | 122,728 | ||||
| Issue of Ordinary shares, net of Issuance cost | | 46,843 | | 217,343 | ||||
| Proceeds from exercise of options | 114 | 448 | 178 | 468 | ||||
| Repayment of loan | (81 | ) | (76 | ) | (121 | ) | (134 | ) |
| Net cash provided by financing activities | 33 | 169,943 | 57 | 340,405 | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 641 | 297 | 207 | 20 | ||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 17,831 | (42,656 | ) | (240 | ) | 106,457 | ||
| Cash, cash equivalents and restricted cash at beginning of the period | 55,356 | 199,879 | 73,427 | 50,766 | ||||
| Cash, cash equivalents and restricted cash at end of the period | $ 73,187 | $ 157,223 | 73,187 | $ 157,223 |
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INNOVIZ TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
U.S. dollars in thousands
| Three Months Ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2020 | 2021 | ||||||
| (Unaudited) | (Unaudited) | ||||||||
| Supplementary disclosure of cash flows activities: | |||||||||
| (1) | Cash received during the period for: | ||||||||
| Interest | $ (79 | ) | $ (6 | ) | (1 | ) | $ (6 | ) | |
| (2) | Cash paid during the period for: | ||||||||
| Interest | $ 22 | $ 21 | 45 | $ 43 | |||||
| Income taxes | $ 19 | $ 32 | 89 | $ 69 | |||||
| (3) | Non-cash transactions: | ||||||||
| Non-marketable securities in consideration for property | |||||||||
| and equipment | $ 33 | $ | 54 | $ | |||||
| Conversion of preferred shares to ordinary shares | | 272,815 | | 272,815 | |||||
| Issuance of shares from Receipts on Ordinary shares account | | 170,500 | | | |||||
| Issuance cost paid in Equity | | 47,603 | | 77,309 | |||||
| Deferred revenue reclassification | 1,395 | 1,395 | |||||||
| Deferred issuance costs | $ | $ 26,206 | | $ | |||||
| (4) | Cash, cash equivalents and restricted cash at end of the period | ||||||||
| Cash and cash equivalents | $ 72,429 | $ 156,418 | 72,429 | $ 156,418 | |||||
| Short-term restricted deposits | 8 | 8 | 8 | 8 | |||||
| Restricted deposits | 750 | 797 | 750 | 797 | |||||
| $ 73,187 | $ 157,223 | 73,187 | $ 157,223 |
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