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Form 8-K

sec.gov

8-K — AEye, Inc.

Accession: 0001213900-26-055802

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001818644

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0290381-8k_aeye.htm (Primary)

EX-99.1 — PRESS RELEASE DATED MAY 13, 2026 (ea029038101ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 13, 2026

AEYE, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-39699

37-1827430

(State

or other jurisdiction

of

incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

4670 Willow Road, Suite 125, Pleasanton, California

94588

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (925) 400-4366

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.0001 per share

LIDR

The

Nasdaq Stock Market LLC

Warrants to receive one share of Common Stock

LIDRW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

On

May 13, 2026, AEye, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March

31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information provided in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or

otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item

9.01. Financial Statement and Exhibits.

(d)

Exhibits.

Exhibit Number

Description

99.1

Press release dated May 13, 2026.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

1

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

AEye,

Inc.

Dated:

May 13, 2026

By:

/s/

Andrew S. Hughes

Andrew

S. Hughes

Executive

Vice President, General Counsel & Corporate Secretary

2

EX-99.1 — PRESS RELEASE DATED MAY 13, 2026

EX-99.1

Filename: ea029038101ex99-1.htm · Sequence: 2

Exhibit 99.1

AEye

Reports First Quarter 2026 Results; Commercial Pipeline Reaches Record Levels

Revenue Up ~60% Year-Over-Year; Active Customer

Count Grows to 21; Active Quotes and Engagements Both Up Nearly 40%; 2026 Cash Burn Guidance Reaffirmed

PLEASANTON,

Calif. – May 13, 2026 – AEye, Inc. (Nasdaq: LIDR), a global leader in software-defined, high-performance lidar solutions,

today announced financial results for the first quarter ended March 31, 2026.

Business

Highlights

● Record

Commercial Engagement: Commercial activity has reached its highest level in the Company’s history, with AEye now having 21

customers that have taken revenue-generating shipments – a 31% increase since the Company reported Q4 results in March 2026. Quarter

over quarter, quotes and engagements both increased by nearly 40%.

● Defense

Vertical Expansion: SynTech, a global defense systems company with ties to leading defense primes, is actively promoting Apollo™

to its customers, with initial shipments already underway. This partnership may unlock opportunities in international defense and aviation,

potentially expanding AEye’s addressable market.

● Automotive

& OEM Momentum: Multiple new RFIs were received in Q1 across both the passenger and commercial vehicle segments, and OEMs have

begun to reengage as L3 and L4 roadmaps are being reactivated.

● Trucking

Evaluations: Multiple autonomous trucking company programs are underway and Apollo™ sensors are actively being shipped for

evaluation, deepening the Company’s position in commercial vehicle autonomy.

● ITS:

OPTIS™ is live at an active California intersection, in partnership with Flasheye and Blue-Band.

● APAC

Progress: Commercial discussions with customers in Australia, Korea, and China are advancing.

● NVIDIA

Ecosystem: In March 2026, AEye joined the NVIDIA Halos AI Systems Inspection Lab, the world’s first ANAB-accredited AI systems

inspection lab. Apollo™ is validated on NVIDIA DRIVE AGX Orin™ and has been demonstrated on NVIDIA DRIVE AGX Thor™.

● Tier

1 Manufacturing Partnership: AEye’s manufacturing partnership with LITEON creates an industry-leading, globally diversified

supply chain derived from off-the-shelf components, positioned to navigate geopolitical risk and shifting trade policies.

Management

Commentary

“Q1

execution was steady and on plan -- the commercial pipeline continued to build, our partnerships advanced, and we now have more active

proofs of concept (“POC”) and commercial engagements than at any point in our history,” said Matt Fisch, CEO of AEye.

“New technical engagements, inbound RFIs, and POC activity across automotive, trucking, defense, rail, and ITS are all moving in

the right direction. Revenue is up nearly 60% year-over-year, a reflection of the strong pipeline we are building. Physical AI appears

to be a large and accelerating market -- Barclays projects that the market opportunity could reach one trillion dollars by 2035 -- and

AEye’s software-defined architecture positions us as a core enabling layer of that ecosystem. The lidar sector’s consolidation

has only strengthened our relative position: we are now better capitalized, leaner in structure, and creating a more diversified pipeline.”

Fisch

continued, “Apollo™ offers best-in-class detection range when operating behind a windshield, which is a decisive differentiator

as OEMs reengage and L3 and L4 programs begin to expand. The partnerships we have built -- from NVIDIA to LITEON to SynTech -- are converting

engagements into deployments, and the focus for the remainder of 2026 is unchanged: advance those deployments and build a durable revenue

ramp.”

Financial

Highlights

● Q1

2026 revenue was approximately $101,000, up approximately 60% compared to $64,000 in Q1 2025, and roughly flat sequentially.

● GAAP

net loss in Q1 2026 was $(8.3) million, or $(0.18) per share.

● Non-GAAP

net loss in Q1 2026 was $(6.7) million, or $(0.15) per share.

● Cash

burn in Q1 2026 was $9.2 million.

● Cash,

cash equivalents, and marketable securities were $77.2 million as of March 31, 2026.

“Our

commercial momentum continued to build throughout the quarter,” said Conor Tierney, CFO of AEye. “Our pipeline metrics strengthened

across the board, customer additions spanned every major vertical, and we are seeing a growing pattern of repeat business -- a direct

signal of product-market fit. Our virtually debt-free capital structure and capital-light model keep our cash burn among the lowest in

the sector, while our balance sheet provides the runway to execute multi-year commercial programs.”

2026

Cash Burn Outlook

The

Company reaffirms its expectation that cash burn for the full year 2026 will be in the range of $30 million to $35 million, inclusive

of approximately $5 million in working capital. The Company's cash balance provides operational runway well into 2028.

2

Conference

Call and Webcast Details

AEye

management will webcast its investor conference call today, May 13, 2026, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss

these results. AEye CEO Matt Fisch and CFO Conor Tierney will host the call, followed by a question-and-answer session.

The

webcast and accompanying slides will be accessible via the company’s website at https://investors.aeye.ai/.

Access

is also available via:

Webcast:

https://edge.media-server.com/mmc/p/799vhiag/

About

AEye

AEye

offers a suite of unique software-defined lidar solutions that address a wide range of real-world needs including advanced driver-assistance,

vehicle autonomy, smart infrastructure, security, defense, and logistics applications. AEye’s flagship product, Apollo™,

has been widely recognized for its small form factor and its ability to detect objects at up to one kilometer. In addition to Apollo™,

AEye also offers STRATOS™ with the ability to detect objects at up to one-and-a-half kilometers as well as a full-stack solution

through its OPTIS™ platform. OPTIS™ provides a complete system that captures a high-resolution 3D image of the world, interprets

it, and provides direction to act upon what it sees in real-time.

Non-GAAP

Financial Measures

The

non-GAAP measures provided in this press release should not be considered a substitute for, or superior to, measures of financial performance

prepared in accordance with generally accepted accounting principles (GAAP) in the United States. A reconciliation between GAAP and non-GAAP

financial data is included in the supplemental financial data attached to this press release. Non-GAAP financial measures do not have

any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. AEye

considers these non-GAAP financial measures to be important because they provide additional insight into the Company’s on-going

performance. The Company provides this information to help investors evaluate the results of the Company’s on-going operations

and to enable more meaningful and consistent period-to-period comparisons. Non-GAAP financial measures are presented only as supplemental

information to understand the Company’s operating results. The non-GAAP financial measures should not be considered a substitute

for financial information presented in accordance with GAAP.

This

press release includes non-GAAP financial measures, including:

● Non-GAAP

net loss which is defined as GAAP net loss plus stock-based compensation, plus stock issuance

and debt issuance costs, less change in fair value of convertible note and warrant liabilities,

plus expenses related to contested proxy, less gain on termination of operating lease, net;

and

● Adjusted

EBITDA, defined as non-GAAP net loss plus depreciation and amortization expense, less interest

income and other, less interest expense and other, plus provision for income tax.

3

Forward-Looking

Statements

Certain

statements included in this press release that are not historical facts are forward-looking statements within the meaning of the federal

securities laws, including the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking

statements are sometimes accompanied by words such as “believe,” “continue,” “project,” “expect,”

“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”

“predict,” “plan,” “may,” “should,” “will,” “would,” “potential,”

“seem,” “seek,” “outlook,” and similar expressions that predict or indicate future events or trends,

or that are not statements of historical matters. Forward-looking statements are predictions, projections, and other statements about

future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward

looking statements in this press release include, without limitation, statements about AEye’s cash burn for 2026, the operational

runway well into 2028, the benefits expected from new commercial relationships, the benefits to be derived from the reactivation of L3

and L4 roadmaps, and the benefits of AEye’s manufacturing partnership with LITEON, among others. These statements are based on

various assumptions, whether or not identified in this press release. These forward-looking statements are provided for illustrative

purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or

a definitive statement of fact or probability. Actual events and circumstances are very difficult or impossible to predict and will differ

from the assumptions. Many actual events and circumstances are beyond the control of AEye. Many factors could cause actual future events

to differ from the forward-looking statements in this press release, including but not limited to: (i) the risks that the cash burn for

the full year 2026 may exceed $35 million due to unanticipated expenses associated with the investments required to ramp AEye’s

products, or otherwise; (ii) the risks that AEye may not realize the benefits anticipated from the partnership with SynTech, including

the expansion of AEye’s addressable market to include international defense and aviation markets, to the extent or in the time

frame anticipated, or at all; (iii) the risks that the L3 and L4 roadmaps being reactivated by various OEMs may not result in the issuance

of RFIs or RFQs in the time frame anticipated, or at all; (iv) the risks that the multiple autonomous trucking company programs underway

may not result in successful evaluations nor commercial sales to the extent or in the time frame anticipated, or at all; (v) the risks

that the OPTIS deployment at an active California intersection, in partnership with Flasheye and Blue-Band may not be successful and

may not result in additional commercial deployments to the extent or in the time frame anticipated, or at all; (vi) the risks that the

commercial discussions with customers in Australia, Korea, and China may not advance to the extent or in the time frame anticipated,

or at all; (vii) the risks that AEye’s tenure in the NVIDIA Halos AI Systems Inspection Lab may be shorter than anticipated and

not bolster automotive product readiness to the extent or in the time frame anticipated, or at all; (viii) the risks that AEye’s

manufacturing partnership with LITEON may not create an industry-leading, globally diversified supply chain that is able to navigate

geopolitical risk and shifting trade policies to the extent or in the time frame anticipated, or at all; (ix) the risks that new technical

engagements, inbound RFIs, and POC activity may not continue to move in the right direction to the extent or in the time frame anticipated,

or at all; (x) the risks that the strong pipeline AEye is building may not result in commercial sales to the extent or in the time frame

anticipated, or at all; (xi) the risks that the projection by Barclays that the market opportunity for physical AI may reach one trillion

dollars by 2035 may not occur to the extent or in the time frame anticipated, or at all; (xii) the risk that AEye’s software-defined

architecture may not position AEye as core enabling layer of the physical AI ecosystem to the extent or in the time frame anticipated,

or at all; (xiii) the risks that Apollo’s™ best-in-class detection range when operating behind a windshield may not be a

decisive differentiator for AEye, even as OEMs reengage and L3 and L4 programs are beginning to expand, to the extent or in the time

frame anticipated, or at all; (xiv) the risks that engagements may not result in deployments to the extent or in the time frame anticipated,

or at all; (xv) the risks that AEye may be unable to advance deployments to commercial sales or build a durable revenue ramp to the extent

or in the time frame anticipated, or at all; (xvi) the risks that the product-market fit may not materialize to the extent or in the

time frame anticipated, or at all; (xvii) the risks that AEye’s cash burn may increase due to unforeseen circumstances and therefore

AEye’s balance sheet may not be able to provide the runway to execute multi-year commercial programs to the extent anticipated,

or at all; (xviii) the risks that market conditions may create delays in the demand for commercial lidar products beyond AEye’s

expectations, if at all; (xix) the risks that lidar adoption occurs slower than anticipated or fails to occur at all; (xx) the risks

that AEye’s products may not meet the diverse range of performance and functional requirements of target markets and customers;

(xxi) the risks that AEye’s products may not function as anticipated by AEye, or by target markets and customers; (xxii) the risks

that AEye may not be in a position to adequately or timely address either the near or long-term opportunities that may or may not exist

in the evolving autonomous transportation industry; (xxiii) the risks that laws and regulations are adopted impacting the use of lidar

that AEye is unable to comply with, in whole or in part; (xxiv) the risks associated with changes in competitive and regulated industries

in which AEye operates, variations in operating performance across competitors, and changes in laws and regulations affecting AEye’s

business; (xxv) the risks that AEye is unable to adequately implement its business plans, forecasts, and other expectations, and identify

and realize additional opportunities; and (xxvi) the risks of economic downturns and a changing regulatory landscape in the highly competitive

and evolving industry in which AEye operates. These risks and uncertainties may be amplified by current or future global conflicts and

current and potential trade restrictions, trade tensions, and tariffs, all of which continue to cause economic uncertainty. The foregoing

list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described

in the “Risk Factors” section of the periodic report that AEye has most recently filed with the U.S. Securities and Exchange

Commission, or the SEC, and other documents filed by us or that will be filed by us from time to time with the SEC. These filings identify

and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained

in the forward-looking statements. Forward-looking statements speak only as of the date they are made.

Investors

are cautioned not to put undue reliance on forward-looking statements; AEye assumes no obligation and does not intend to update or revise

these forward-looking statements, whether as a result of new information, future events, or otherwise. AEye gives no assurance that AEye

will achieve any of its expectations.

4

AEYE,

INC.

Consolidated Balance Sheets

(In thousands)

(Unaudited)

As of

March 31,

2026

As of

December 31,

2025

ASSETS

Current Assets:

Cash and cash equivalents

$ 45,162

$ 43,356

Marketable securities

32,076

43,104

Accounts receivable, net

96

77

Inventories, net

963

1,015

Prepaid and other current assets

1,397

2,081

Total current assets

79,694

89,633

Right-of-use assets

1,399

441

Property and equipment, net

770

577

Other noncurrent assets

189

242

Total assets

$ 82,052

$ 90,893

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 3,843

$ 3,615

Accrued expenses and other current liabilities

2,341

4,957

Total current liabilities

6,184

8,572

Operating lease liabilities, noncurrent

927

235

Convertible note, noncurrent

146

146

Other noncurrent liabilities

579

598

Total liabilities

7,836

9,551

Stockholders’ Equity:

Preferred stock

-

-

Common stock

4

4

Additional paid-in capital

489,651

488,361

Accumulated other comprehensive income (loss)

(41 )

30

Accumulated deficit

(415,398 )

(407,053 )

Total stockholders’ equity

74,216

81,342

Total liabilities and stockholders’ equity

$ 82,052

$ 90,893

5

AEYE, INC.

Consolidated Statements of Operations

(In thousands, except share amounts and per share data)

(Unaudited)

Three months ended

March 31,

2026

2025

Revenue

$ 101

$ 64

Cost of revenue

201

96

Gross loss

(100 )

(32 )

Operating expenses:

Research and development

3,765

3,490

Sales and marketing

986

383

General and administrative

4,178

2,895

Total operating expenses

8,929

6,768

Loss from operations

(9,029 )

(6,800 )

Other income (expense):

Change in fair value of convertible note and warrant liabilities

19

680

Interest income and other

645

214

Interest expense and other

22

(2,108 )

Total other income (expense), net

686

(1,214 )

Loss before income tax

(8,343 )

(8,014 )

Provision for income tax

2

2

Net loss

$ (8,345 )

$ (8,016 )

Per Share Data:

Net loss per common share (basic and diluted)

$ (0.18 )

$ (0.46 )

Weighted average common shares outstanding (basic and diluted)

45,214,397

17,448,617

6

AEYE, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three months ended

March 31,

2026

2025

Cash flows from operating activities:

Net loss

$ (8,345 )

$ (8,016 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

40

37

Noncash lease expense relating to operating lease right-of-use assets

75

51

Gain on termination of operating lease, net

-

(1,685 )

Common stock purchase agreement costs

136

111

Debt issuance costs

-

1,984

Inventory write-downs, net of scrapped inventory

-

24

Change in fair value of convertible note and warrant liabilities

(19 )

(680 )

Stock-based compensation

1,542

2,501

Amortization of premiums and accretion of discounts on marketable securities, net of change in accrued interest

57

(74 )

Changes in operating assets and liabilities:

Accounts receivable, net

(19 )

5

Inventories, current and noncurrent, net

52

4

Prepaid and other current assets

684

98

Other noncurrent assets

53

80

Accounts payable

205

222

Accrued expenses and other current liabilities

(2,895 )

(2,408 )

Operating lease liabilities

(121 )

(57 )

Net cash used in operating activities

(8,555 )

(7,803 )

Cash flows from investing activities:

Purchases of property and equipment

(187 )

(6 )

Purchases of marketable securities

-

(14,303 )

Proceeds from redemptions and maturities of marketable securities

10,900

5,731

Net cash provided by (used in) investing activities

10,713

(8,578 )

Cash flows from financing activities:

Proceeds from issuance of convertible note

-

2,950

Transaction costs related to issuance of convertible note

-

(578 )

Proceeds from issuance of common stock under Common Stock Purchase Agreements

-

9,495

Stock issuance costs related to Common Stock Purchase Agreements

(100 )

(152 )

Taxes paid related to the net share settlement of equity awards

(252 )

(333 )

Net cash provided by (used in) financing activities

(352 )

11,382

Net increase (decrease) in cash and cash equivalents

1,806

(4,999 )

Cash and cash equivalents at beginning of period

43,356

10,266

Cash and cash equivalents at end of period

$ 45,162

$ 5,267

7

AEYE,

INC.

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except share amounts and per share data)

(Unaudited)

Three months ended

March 31,

2026

2025

GAAP net loss

$ (8,345 )

$ (8,016 )

Non-GAAP adjustments:

Stock-based compensation

1,542

2,501

Stock issuance and debt issuance costs

136

2,095

Change in fair value of convertible note and warrant liabilities

(19 )

(680 )

Expenses related to contested proxy

-

296

Gain on termination of operating lease, net

-

(1,685 )

Non-GAAP net loss

(6,686 )

(5,489 )

Depreciation and amortization expense

40

37

Interest income and other

(645 )

(214 )

Interest expense and other

(158 )

13

Provision for income tax

2

2

Adjusted EBITDA

$ (7,447 )

$ (5,651 )

GAAP net loss per share attributable to common stockholders:

Basic and diluted

$ (0.18 )

$ (0.46 )

Non-GAAP net loss per share attributable to common stockholders:

Basic and diluted

$ (0.15 )

$ (0.31 )

Shares used in computing GAAP net loss per share attributable to common stockholders:

Basic and diluted

45,214,397

17,448,617

Shares used in computing Non-GAAP net loss per share attributable to common stockholders:

Basic and diluted

45,214,397

17,448,617

8

Contacts

Investor

Relations

AEye,

Inc. Investor Relations

info@aeye.ai

925-400-4366

Keaton

Olsen

lidrir@allianceadvisors.com

Media

Relations

Alliance

Advisors IR

Fatema

Bhabrawala

fbhabrawala@allianceadvisors.com

647-620-5002

9

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Number 240

-Section 12

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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- Definition

Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Name Securities Act

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-Section 425

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