envx-20230402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 2, 2023

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________to __________

Enovix Corporation

(Exact Name of Registrant as Specified in Charter)

(Successor to RODGERS SILICON VALLEY ACQUISITION CORP.)

Delaware

001-39753

85-3174357

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

3501 W Warren Avenue

Fremont, California 94538

(Address of Principal Executive Offices) (Zip Code)

(510) 695-2350

(Registrant’s Telephone Number, Including Area Code)

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

ENVX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
Emerging growth company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of May 1, 2023, 158,160,110 shares of common stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as of April 2, 2023 and January 1, 2023	1
	Condensed Consolidated Statements of Operations for the quarters ended April 2, 2023 and April 3, 2022	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the quarters ended April 2, 2023 and April 3, 2022	3
	Condensed Consolidated Statements of Cash Flows for the fiscal quarters ended April 2, 2023 and April 3, 2022	4
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosure about Market Risks	25
Item 4.	Controls and Procedures	26
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	55
Item 3	Defaults Upon Senior Securities	55
Item 4	Mine Safety Disclosures	55
Item 5	Other Information	55
Item 6.	Exhibits	56
	Signatures	58

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FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about our:

•ability to build and scale our advanced silicon-anode lithium-ion battery, our production and commercialization timeline;

•ability to meet milestones and deliver on our objectives and expectations, the implementation and success of our products, technologies, business model and growth strategy, various addressable markets, market opportunity and the expansion of our customer base;

•ability to meet the expectations of new and current customers, our ability to achieve market acceptance for our products;

•financial performance, including revenue, expenses and projections thereof;

•ability to convert our revenue funnel to purchase orders and revenue;

•placement of equipment orders for our next-generation manufacturing lines, the speed of and space requirements for our next-generation manufacturing lines relative to our existing lines at Fab 1 in Fremont;

•factory sites and related considerations, including site selection, location and timing of build-out, and benefits thereof; and

•ability to attract and hire additional service providers, the strength of our brand, the build-out of additional production lines, our ability to optimize our manufacturing process, our future product development and roadmap and the future demand for our lithium-ion battery solutions.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ENOVIX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts)

(Unaudited)


	April 2, 2023		January 1, 2023
Assets
Current assets:
Cash and cash equivalents	$	293,751	$	322,851
Accounts receivable, net	21		170
Inventory	815		634
Deferred contract costs	800		800
Prepaid expenses and other current assets	5,857		5,193
Total current assets	301,244		329,648
Property and equipment, net	102,275		103,868
Operating lease, right-of-use assets	6,205		6,133

Other assets, non-current	881		937
Total assets	$	410,605	$	440,586
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	4,751	$	7,077
Accrued expenses	8,685		7,089
Accrued compensation	10,400		8,097
Deferred revenue	350		50
Other liabilities	916		716
Total current liabilities	25,102		23,029
Warrant liability	61,920		49,080
Operating lease liabilities, non-current	8,010		8,234
Deferred revenue, non-current	3,424		3,724
Other liabilities, non-current	38		92
Total liabilities	98,494		84,159
Commitments and Contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.0001 par value; authorized shares of 1,000,000,000; issued and outstanding shares of 158,089,463 and 157,461,802 as of April 2, 2023 and January 1, 2023, respectively	16		15
Preferred stock, $0.0001 par value; authorized shares of 10,000,000; no shares issued or outstanding as of April 2, 2023 and January 1, 2023, respectively	—		—
Additional paid-in-capital	770,472		741,186
Accumulated deficit	(458,377)		(384,774)
Total stockholders’ equity	312,111		356,427
Total liabilities and stockholders’ equity	$	410,605	$	440,586

See accompanying notes to these condensed consolidated financial statements.

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ENOVIX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)


	Quarters Ended
	April 2, 2023		April 3, 2022



Revenue	$	21	$	—



Cost of revenue	12,248		515
Gross margin	(12,227)		(515)
Operating expenses:
Research and development	23,749		12,731
Selling, general and administrative	27,274		11,869
Total operating expenses	51,023		24,600
Loss from operations	(63,250)		(25,115)
Other income (expense):
Change in fair value of convertible preferred stock warrants and common stock warrants	(12,840)		67,800


Interest income, net	2,466		24
Other income (expense), net	21		(2)
Total other income (expense), net	(10,353)		67,822
Net income (loss) and comprehensive income (loss)	$	(73,603)	$	42,707

Net income (loss) per share, basic	$	(0.47)	$	0.28
Weighted average number of common shares outstanding, basic	155,626,977		151,648,439
Net loss per share, diluted	$	(0.47)	$	(0.16)
Weighted average number of common shares outstanding, diluted	155,626,977		153,338,462

See accompanying notes to these condensed consolidated financial statements.

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ENOVIX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance as of January 1, 2023	157,461,802	$	15	$	741,186	$	(384,774)	$	356,427
Issuance of common stock upon exercise of stock options	86,654	—		328		—		328
Early exercised stock options vested	—	1		82		—		83
RSUs vested, net of shares withheld for taxes	679,606	—		(777)		—		(777)
Repurchase of unvested restricted common stock	(138,599)	—		—		—		—
Stock-based compensation	—	—		29,653		—		29,653
Net loss	—	—		—		(73,603)		(73,603)
Balance as of April 2, 2023	158,089,463	$	16	$	770,472	$	(458,377)	$	312,111


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance as of January 2, 2022	152,272,287	$	15	$	659,254	$	(333,152)	$	326,117
Issuance of common stock upon exercise of stock options	91,910	—		200		—		200
Issuance of common stock upon exercise of common stock warrants	4,126,466	—		47,452		—		47,452
Early exercised stock option vested	—	—		42		—		42
RSUs vested	34,941	—		—		—		—
Repurchase of unvested restricted common stock	(105,886)	—		—		—		—
Stock-based compensation	—	—		4,536		—		4,536
Net income	—	—		—		42,707		42,707
Balance as of April 3, 2022	156,419,718	$	15	$	711,484	$	(290,445)	$	421,054

See accompanying notes to these condensed consolidated financial statements.

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ENOVIX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Quarters Ended
	April 2, 2023		April 3, 2022
Cash flows from operating activities:
Net income (loss)	$	(73,603)	$	42,707
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation	3,455		314
Amortization of right-of-use assets	143		134
Stock-based compensation	29,157		5,238
Changes in fair value of convertible preferred stock warrants and common stock warrants	12,840		(67,800)




Changes in operating assets and liabilities:
Accounts receivable	149		—
Inventory	(181)		—
Prepaid expenses and other assets	364		(51)
Deferred contract costs	—		8
Accounts payable	(1,792)		(959)
Accrued expenses and compensation	3,858		555


Other liabilities	(1)		165
Net cash used in operating activities	(25,611)		(19,689)
Cash flows from investing activities:
Purchase of property and equipment	(3,032)		(10,451)
Net cash used in investing activities	(3,032)		(10,451)
Cash flows from financing activities:


Proceeds from exercise of common stock warrants, net	—		52,828





Payroll tax payments for shares withheld upon vesting of RSUs	(777)		—
Proceeds from the exercise of stock options	329		200

Repurchase of unvested restricted common stock	(9)		(3)
Net cash provided by (used in) financing activities	(457)		53,025
Change in cash, cash equivalents, and restricted cash	(29,100)		22,885
Cash and cash equivalents and restricted cash, beginning of period	322,976		385,418
Cash and cash equivalents, and restricted cash, end of period	$	293,876	$	408,303

Supplemental cash flow data (Non-cash):


Purchase of property and equipment included in liabilities	4,740		1,510

See accompanying notes to these condensed consolidated financial statements.

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ENOVIX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands)

(Unaudited)

The following presents the Company’s cash, cash equivalents and restricted cash by category in the Company’s Condensed Consolidated Balance Sheets:


	Quarters Ended
	April 2, 2023		April 3, 2022
Cash and cash equivalents	$	293,751	$	408,178
Restricted cash included in prepaid expenses and other current assets	125		125
Total cash, cash equivalents, and restricted cash	$	293,876	$	408,303

See accompanying notes to these condensed consolidated financial statements.

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ENOVIX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization and Basis of Presentation

Organization

Enovix Corporation (“Enovix” or the “Company”) was incorporated in Delaware in 2006. The Company designs, develops, manufactures and commercializes next generation Lithium-ion, or Li-ion, battery cells that significantly increase the amount of energy density and storage capacity relative to conventional battery cells. Our batteries’ mechanical design, or “architecture,” allows us to use high performance chemistries while enabling safety and charge time advantages. The Company is headquartered in Fremont, California.

Prior to the second quarter of 2022, the Company was focused on the development and commercialization of its silicon-anode lithium-ion batteries. Beginning in the second quarter of 2022, the Company commenced its planned principal operations of commercial manufacturing and began its production of silicon-anode lithium-ion batteries or battery pack products, as well as generating product revenue in addition to service revenue from its engineering service contracts for the development of silicon-anode lithium-ion battery technology.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company did not have any other comprehensive income or loss for the periods presented. Accordingly, net income (loss) and comprehensive income (loss) are the same for the periods presented. Additionally, the Company did not have any income tax expenses for the periods presented.

Liquidity and Capital Resources

The Company has incurred operating losses and negative cash flows from operations since its inception through April 2, 2023 and expects to incur operating losses for the foreseeable future. As of April 2, 2023, the Company had a working capital of $

SEC Form 10-Q filed by Enovix Corporation