UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-39463
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(415 ) 949-0108
(Registrant’s telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since last report)
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Capital 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 ☒ 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 Yes ☒ No ☐
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). 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 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 | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule ☒
12b-2
of the Exchange Act). Yes ☐ No As of October 29, 2025, the registrant had 60,005,219 shares of common stock, $0.0001 par value per share, outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form
10-Q/A
(this “Amendment”) amends the Quarterly Report on Form 10-Q
for Ouster, Inc. (“Company”) for the period ended September 30, 2025 filed with the Securities and Exchange Commission on November 5, 2025 (the “Original Filing”). This Amendment is being filed to revise Part II “Item 5. Other Information” by adding one Rule 10b5-1
trading arrangement entered into during the quarter ended September 30, 2025 by Theodore L. Tewksbury Ph.D., Chair of the Company’s Board of Directors, adopted on August 12, 2025, which was inadvertently omitted from the disclosure included in the Original Filing. In addition, as required by Rule
12b-15
of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Part II, Item 6 “Exhibits” hereof, pursuant to Rule 13a-14(a)
or 15d-14(a)
of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002, as amended), as no financial statements are being filed with this Amendment. Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.
PART II
OTHER INFORMATION
Item 5. Other Information
(c) Trading arrangements and policies.
10b5-1
10b5-1
trading arrangement” intended to satisfy the affirmative defense of Rule 10b5-1(c)(1)
of the Exchange Act, providing for the sale of the number of shares necessary to satisfy her tax withholding obligations upon the future settlement of all restricted stock units or vesting of restricted stock. The instruction letter becomes effective on November 19, 2025 and does not include a termination date.10b5-1
10b5-1
trading arrangement” intended to satisfy the affirmative defense of Rule 10b5-1(c)(1)
of the Exchange Act, providing for the sale of the number of shares necessary to satisfy his tax withholding obligations upon the future settlement of all restricted stock unit or vesting of restricted stock. The instruction letter becomes effective on November 18, 2025 and does not include a termination date.10b5-1
10b5-1
trading arrangement” intended to satisfy the affirmative defense of Rule 10b5-1(c)(1)
of the Exchange Act, providing for the sale of the number of shares necessary to satisfy his tax withholding obligations upon the future settlement of all restricted stock units or vesting of restricted stock. The instruction letter becomes effective on November 19, 2025 and does not include a termination date.10b5-1
S-K.
The plan provides for the periodic sale of up to 10b5-1
S-K.
The plan provides for the periodic sale of up to Other than as described above, during the three months ended September 30, 2025, no director or officer of the Company adopted or terminated
10b5-1
trading arrangement” or “non-Rule
10b5-1
trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits.
The following exhibits are filed with this Quarterly Report on Form
10-Q/A:
Exhibit Number |
Description |
Incorporated by Reference | ||||||||||||||||||
Form |
File No. |
Exhibit |
Filing Date |
Filed/ Furnished herewith | ||||||||||||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended | * | ||||||||||||||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended | * | ||||||||||||||||||
| 101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document. | * | ||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | * | ||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||||||||||||||||
| * | Filed herewith. |
SIGNATURE
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 thereunto duly authorized.
| Ouster, Inc. | ||||||
| Date: November 7, 2025 | By: | /s/ Kenneth P. Gianella | ||||
| Name: | Kenneth P. Gianella | |||||
| Title: | Chief Financial Officer ( principal financial officer and principal accounting officer | |||||
Exhibit 31.1
CERTIFICATION
I, Angus Pacala, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Ouster, Inc.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: November 7, 2025 | By: | /s/ Angus Pacala | ||||
| Angus Pacala | ||||||
| Co-Founder and Chief Executive Officer (principal executive officer) |
Exhibit 31.2
CERTIFICATION
I, Kenneth P. Gianella, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Ouster, Inc.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: November 7, 2025 | By: | /s/ Kenneth P. Gianella | ||||
| Kenneth P. Gianella | ||||||
| Chief Financial Officer (principal financial officer) |