AEye, Inc. has entered into an At Market Issuance Sales Agreement with A.G.P./Alliance Global Partners, dated September 15, 2026. Under the terms of this agreement, the company may offer and sell shares of its common stock from time to time through A.G.P. acting as sales agent. The aggregate offering price for these shares, referred to as the Placement Shares, is capped at $50,000,000.
The Placement Shares will be issued pursuant to the company’s shelf registration statement on Form S-3 (Registration No. 333-296038). A prospectus supplement dated September 15, 2026, was filed with the Securities and Exchange Commission in connection with the offer and sale of these shares.
The company intends to use the net proceeds from the sale of the Placement Shares for working capital and general corporate purposes. These funds are intended to support future growth, which may include research and development, the expansion of commercial and business development activities in the aerospace and defense and infrastructure markets, capital expenditures, and general and administrative expenses.
Sales of Placement Shares, if any, will be made by any method permitted by law deemed to be an "at-the-market offering." This includes sales made directly on or through The Nasdaq Capital Market, sales made to or through a market maker, and negotiated transactions at market prices. The company is under no obligation to sell any Placement Shares and may suspend offers and sales at any time.
Regarding compensation, the company will pay A.G.P. a cash commission rate of up to 3.0% of the gross proceeds from the sale of Placement Shares. Additionally, the company will reimburse A.G.P. for certain specified expenses, including reasonable out-of-pocket costs and expenses, such as legal fees, with a limit of $50,000 for the execution of the Sales Agreement and up to $5,000 per due diligence update session, not to exceed $15,000 per fiscal year.
In connection with the offering, Craig-Hallum Capital Group LLC is acting as a financial advisor. The company will pay Craig-Hallum advisory fees up to 1.0% of the gross proceeds from each sale of Placement Shares pursuant to the Sales Agreement.
The offering of Placement Shares pursuant to the Sales Agreement will terminate upon the earliest of (i) the 36-month anniversary of the filing of the prospectus supplement, (ii) the sale of all of the Placement Shares, or (iii) termination of the Sales Agreement. The company and A.G.P. may each terminate the Sales Agreement at any time upon 30 days’ prior notice.
Separately, on September 15, 2026, the company and A.G.P. mutually agreed to terminate the At Market Issuance Sales Agreement dated September 12, 2024, effective upon the execution of the new Sales Agreement. The company did not incur any early termination penalties in connection with the termination of the prior agreement.
