Luminar Technologies Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

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): December 30, 2025

 

LUMINAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

(Address of principal executive offices, including zip code)

 

 

N/A

(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 obligation of the registrant under any of the following provisions:

 

 

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

 

 

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. ☐

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Bidding Procedures, Bid Deadline, Plan and Disclosure Statement, and Additional Debtor Subsidiaries

 

As previously disclosed in a Current Report on Form 8-K filed by the Luminar Technologies, Inc. (the “Company”) on December 15, 2025 (the “Previous Form 8-K”), the Company and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”) for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) on December 15, 2025 thereby commencing chapter 11 cases (the “Chapter 11 Cases”). The Chapter 11 Cases are being jointly administered under Case No. 25-90807 (CML). On December 31, 2025, subsidiaries of the Company, Condor Acquisition Sub I, Inc. and Condor Acquisition Sub II, Inc. (the “Additional Debtors”) filed voluntary petitions for relief under the Bankruptcy Code in the Bankruptcy Court thereby commencing chapter 11 cases under case numbers 25-90819 (CML) and 25-90820 (CML), respectively.  The Additional Debtors intend to file a motion requesting, among other relief, joint administration of the chapter 11 cases of the Additional Debtors with the Chapter 11 Cases of the Debtors.

 

The Debtors continue to operate their business and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and applicable orders of the Bankruptcy Court. Additional information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at https://omniagentsolutions.com/Luminar, a website administered by Omni Agent Solutions, Inc., the Debtors’ Bankruptcy Court-approved third-party bankruptcy claims and noticing agent, and on the docket of the Chapter 11 Cases, which can be accessed via PACER at https://pacer.gov. The information on these websites and docket is not incorporated by reference into, and does not constitute part of, this Current Report on Form 8-K.

 

On December 30, 2025, pursuant to a motion filed by the Debtors, the Bankruptcy Court entered an order (the “Bidding Procedures Order”), which, among other things, approved global bidding procedures, and authorized the Debtors to solicit bids for the consideration of the highest or best offer for all or part of the Debtors’ assets.  Under the Bidding Procedures Order, potential bidders are required to submit bids for the Debtors’ assets by January 9, 2026 at 5:00 p.m. (Central Time).  In addition, any objections to one or more proposed sale transactions and to the Debtors’ request to take certain actions in connection with the indentures are due on January 20, 2026 at 4:00 p.m. (Central Time), as set forth in the Notice of Sale, Global Bidding Procedures, Auction, Indenture-Related Actions, and Sale Hearing (the “Sale Notice”).  The Debtors may modify certain dates or times in accordance with the Bidding Procedures Order.

 

On December 30, 2025, the Debtors filed a proposed Chapter 11 Plan of Liquidation of Luminar Technologies, Inc. and its Affiliated Debtors (the “Plan”) and a related Disclosure Statement (the “Disclosure Statement”) with the Bankruptcy Court. The Plan provides for the liquidation of the Debtors’ remaining assets (the “Liquidation”) and the distribution of the proceeds thereof to its stakeholders.  The related Disclosure Statement describes, among other things, the Plan, the Liquidation, the events leading up to the Chapter 11 Cases, certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Plan from certain of the Debtors’ creditors, and certain other aspects of the Liquidation.

 

Although the Debtors intend to pursue the Liquidation in accordance with the terms set forth in the Plan, there can be no assurance that the Plan will be approved by the Bankruptcy Court or that the Debtors will be successful in consummating the Liquidation or any other similar transaction on the terms set forth in the Plan, on different terms or at all. Bankruptcy law does not permit solicitation of acceptances of a chapter 11 plan until the Bankruptcy Court approves a disclosure statement relating to the Plan. Accordingly, neither the Debtors’ filing of the Plan and Disclosure Statement, nor this Current Report on Form 8-K, is a solicitation of votes to accept or reject the Plan. Any such solicitation will be made pursuant to and in accordance with applicable law, including orders of the Bankruptcy Court. The Disclosure Statement is being submitted to the Bankruptcy Court for approval but has not been approved by the Bankruptcy Court to date.

 

 

Copies of the Plan, Disclosure Statement, and Sale Notice are attached as Exhibit 99.1, 99.2, and 99.3 respectively, to this Current Report on Form 8-K. The foregoing description of the Plan, Disclosure Statement, and Sale Notice is a summary only and is qualified in its entirety by reference to the full text of the Plan and Disclosure Statement.

 

The information furnished pursuant to this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, 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 under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains certain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws, including the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements are subject to a number of factors and uncertainties that could cause the Company’s actual results to differ materially from those expressed in or contemplated by the forward-looking statements. Such factors include, but are not limited to, risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, including, without limitation, the Plan and Disclosure Statement; the ability to negotiate and confirm a sale of LSI Semiconductors, Inc. and the Company’s LiDAR business under section 363 of the Bankruptcy Code; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s liquidation, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; objections to the Company’s liquidation process or other pleadings filed that could protract the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the Company’s ability to comply with the restrictions imposed by the terms and conditions of its financing arrangements; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions;  finalization of the Company’s annual and quarterly financial statements; risks relating to the delisting of the Common Stock from Nasdaq and trading of the Common Stock on the OTC Markets; the impact of litigation and regulatory proceedings; and other factors discussed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties may cause the Company’s actual results, performance, liquidity or achievements to differ materially from any future results, performance, liquidity or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

 

(d) Exhibits

 

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.