Palladyne AI Corp 2024年度报告

(Mark One)☒☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024OR☐☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORTHE TRANSITION PERIOD FROM TOCommission File Number 001-39897Palladyne AI Corp.(Exact name of registrant as specified in its charter)Delaware85-2838301(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)650 South 500 West, Suite 150Salt Lake City, Utah, 84101(Address of principal executive offices)(888) 927-7296(Registrant's telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTradingSymbol(s)Name of each exchange on which registeredCommon Stock, $0.0001 par value per sharePDYNThe Nasdaq Stock Market LLCRedeemable warrants, exercisable for shares of Common Stockat an exercise price of $69.00 per sharePDYNWThe Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES☐NO☒ 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 thepreceding 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 90days. YES☒NO☐ 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☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Non-accelerated filer☒ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES☐NO☒ As of June 30, 2024, the last day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting commonequity held by non-affiliates of the registrant, based on the closing price of the shares of common stock on the Nasdaq Global Market, was approximately $37.5 million. As of February 11, 2025, the registrant had 35,219,701 shares of Common Stock, $0.0001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant's 2025 AnnualMeeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such Proxy Statement will befiled with the Securities and Exchange Commission not later than 120 days following the end of the registrant's fiscal year ended December 31, 2024. Except withrespect to information specifically incorporated by reference, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. Table of Contents PART I Item 1.Business5Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments45Item 1C.Cybersecurity45Item 2.Properties45Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures46 PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities47Item 6.[Reserved]47Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations48Item 7A.Quantitative and Qualitative Disclosures About Market Risk57Item 8.Financial Statements and Supplementary Data58Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure87Item 9A.Controls and Procedures87Item 9B.Other Information87Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.87 PART III Item 10.Directors, Executive Officers and Corporate Governance88Item 11.Executive Compensation88Item 12.Security Ownership of Certain Beneficial Ow