ThZeal - The Zeal

oust-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-K

___________________________________

(Mark One)


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

For the fiscal year ended December 31, 2024


☐			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

___________________________________

Ouster, Inc.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware						86-2528989
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

350 Treat Avenue San Francisco, California						94110
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (415) 949-0108

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, $0.0001 par value per share	OUST	Nasdaq Global Select Market
Warrants to purchase common stock expiring 2026	OUSTZ	Nasdaq Capital Market
Warrants to purchase common stock expiring 2025	OUSTW	Nasdaq Global Select Market

Securities registered pursuant to section 12(g) of the Act: None

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 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 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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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 the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $441.1 million.

The registrant had 53,765,990 shares of common stock outstanding as of March 17, 2025.

Documents Incorporated by Reference:

Specifically identified portions of the registrant’s definitive proxy statement relating to its 2025 annual meeting of stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K where indicated. The registrant's definitive proxy statement will be filed with the U.S. Securities and Exchange Commission (the “SEC”) within 120 days after the end of the registrant’s fiscal year ended December 31, 2024.


			Page
PART I
Item 1. Business			4
Item 1A. Risk Factors			14
Item 1B. Unresolved Staff Comments			41
Item 1C. Cybersecurity			41
Item 2. Properties			42
Item 3. Legal Proceedings			42
Item 4. Mine Safety Disclosures			42

PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			43
Item 6. [Reserved]			43
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			43
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			55
Item 8. Financial Statements and Supplementary Data			56
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures			105
Item 9A. Controls and Procedures			105
Item 9B. Other Information			107
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			107

PART III
Item 10. Directors, Executive Officers and Corporate Governance			108
Item 11. Executive Compensation			108
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters			109
Item 13. Certain Relationships and Related Transactions, and Director Independence			109
Item 14. Principal Accountant Fees and Services			110

PART IV
Item 15. Exhibits and Financial Statement Schedules			110
Item 16. Form 10-K Summary			114


	Year Ended December 31,
	2024		2023
	(dollars in thousands)

Revenue	$	111,101	$	83,279



Cost of revenue(1)	70,641		74,965


Gross profit	40,460		8,314
Operating expenses(1):
Research and development	58,084		91,210
Sales and marketing	27,852		41,639
General and administrative	58,701		81,982
Goodwill impairment charges	—		166,675
Total operating expenses	144,637		381,506
Loss from operations	(104,177)		(373,192)
Other income (expense):
Interest income	8,846		9,038
Interest expense	(1,823)		(9,303)
Other income (expense), net	646		(130)
Total other income (expense), net	7,669		(395)
Loss before income taxes	(96,508)		(373,587)
Provision for income tax expense	537		523
Net loss	$	(97,045)	$	(374,110)


	Year Ended December 31,				2024 - 2023 Change
	2024		2023		$		%
	(dollars in thousands)




Revenue by geographic location:
Americas	$	58,429	$	45,744	$	12,685	28	%
Asia and Pacific	20,158		12,929		7,230		56
Europe, Middle East and Africa	32,513		24,606		7,907		32
Total	$	111,101	$	83,279	$	27,822	33	%


	For the Years ended December 31,
	2024		2023
	(dollars in thousands)
Net cash provided by (used in):
Operating activities	$	(33,694)	$	(137,890)
Investing activities	14,652		50,601
Financing activities	15,393		15,657


Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			57
Consolidated Balance Sheets as of December 31, 2024 and 2023			59
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023			60
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023			61
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023			62
Notes to Consolidated Financial Statements			63


	December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	45,542	$	50,991
Restricted cash, current	722		552
Short-term investments	126,480		139,158
Accounts receivable, net	17,941		14,577
Inventory	16,417		23,232
Prepaid expenses and other current assets	12,750		34,647
Total current assets	219,852		263,157
Property and equipment, net	10,164		10,228
Operating lease, right-of-use assets	14,308		18,561
Unbilled receivable, non-current portion	10,133		10,567

Intangible assets, net	17,830		24,436
Restricted cash, non-current	1,835		1,091
Other non-current assets	2,026		2,703
Total assets	$	276,148	$	330,743
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	6,288	$	3,545
Accrued and other current liabilities	30,591		58,166
Contract liabilities, current	34,351		12,885
Operating lease liability, current portion	7,196		7,096
Total current liabilities	78,426		81,692
Operating lease liability, non-current portion	13,054		18,827

Debt	—		43,975
Contract liabilities, non-current portion	2,538		4,967
Other non-current liabilities	1,219		1,610
Total liabilities	95,237		151,071
Commitments and contingencies (Note 9)

Stockholders’ equity:
Common stock, $0.0001 par value; 100,000,000 shares authorized at December 31, 2024 and 2023; 52,560,770 and 43,257,862 issued and outstanding at December 31, 2024 and 2023, respectively	47		42
Additional paid-in capital	1,094,938		995,464
Accumulated deficit	(913,071)		(816,026)
Accumulated other comprehensive (loss) income	(1,003)		192
Total stockholders’ equity	180,911		179,672
Total liabilities and stockholders’ equity	$	276,148	$	330,743


	Common Stock		Additional Paid-in- Capital			Accumulated Deficit		Accumulated other comprehensive income (loss)		Total Stockholders’ Equity
		Shares			Amount















Balance — January 1, 2023		18,658,798	$	19		$	613,665	$	(441,916)	$	(149)	$	171,619
Issuance of common stock upon Velodyne Merger		19,483,269	20			306,582		—		—		306,602
Common Stock adjustment reflected as a result of the one-for-10 reverse stock split effectuated on April 6, 2023		85,893	—			—		—		—		—
Proceeds from at-the-market offering, net of commissions and fees of $872 and issuance costs of $327		2,878,875	3			15,424		—		—		15,427
Issuance of common stock upon exercise of stock options		142,117	—			270		—		—		270
Issuance of common stock upon vesting of restricted stock units		1,755,157	—			—		—		—		—
Issuance of common stock to employees under employee stock purchase plan		257,506	—			1,175		—		—		1,175
Repurchase of common stock		(3,753)	—			(3)		—		—		(3)
Common stock warrants issuable to customer		—	—			528		—		—		528
Vesting of early exercised stock options		—	—			98		—		—		98
Stock-based compensation expense		—	—			57,725		—		—		57,725
Net loss		—	—			—		(374,110)		—		(374,110)
Other Comprehensive income		—	—			—		—		341		341
Balance — December 31, 2023		43,257,862	42			995,464		(816,026)		192		179,672
Issuance of common stock upon exercise of stock options		105,581	—			206		—		—		206
Issuance of restricted stock awards		533,601	1			—		—		—		1
Proceeds from at-the-market offering, net of commissions and fees of $1,749 and issuance costs of $346		6,045,428	2			56,214		—		—		56,216
Issuance of common stock in connection with Velodyne Merger		211,216	—			—		—		—		—
Issuance of common stock upon vesting of restricted stock		2,022,741	2			—		—		—		2
Issuance of common stock to employees under employee stock purchase plan		384,341	—			1,703		—		—		1,703
Common stock warrants issuable to customer		—	—			892		—		—		892
Stock-based compensation expense		—	—			40,459		—		—		40,459
Net loss		—	—			—		(97,045)		—		(97,045)
Other Comprehensive loss		—	—			—		—		(1,195)		(1,195)
Balance — December 31, 2024		52,560,770	$	47		$	1,094,938	$	(913,071)	$	(1,003)	$	180,911


	Estimated Fair Value
Purchase consideration	$	306,602
Amounts of identifiable assets and liabilities assumed
Cash and cash equivalents	$	32,137
Short-term investments	155,031
Accounts receivable, net	8,611
Inventory	9,700
Prepaid expenses and other current assets	4,387
Unbilled receivable, non-current portion	6,657
Property and equipment, net	9,900
Operating lease, right-of-use assets	10,887
Intangible assets, net	13,000
Other non-current assets	1,047
Accounts payable	(3,356)
Accrued and other current liabilities	(32,821)
Contract liabilities, current	(5,475)
Operating lease liability, current portion	(3,735)
Operating lease liability, non-current portion	(11,940)
Contract liabilities, long-term portion	(2,206)
Other non-current liabilities	(745)
Total identifiable net assets	$	191,079
Goodwill	115,523
	$	306,602


	Estimated Useful Life (in years)	Estimated Fair Value
Developed technology - Hardware	3	$	2,500
Developed technology - Software	5	5,100
Customer relationships	8	5,400
Intangible assets, net	5.9	$	13,000


	Year Ended December 31,
		2023
An increase in amortization expense related to the fair value of acquired identifiable intangible assets, net of the amortization expense already reflected in actual historical results		$	(277)
A decrease (increase) in expenses related to the transaction expenses		$	6,058
A net increase in revenue related to the impact of the acceleration of the Amazon Warrant vesting recognized by Velodyne at the close of the Velodyne Merger transaction		$	3,656
A decrease in expenses related to the impact of the acceleration of the Amazon Warrant vesting recognized by Velodyne at the close of the Velodyne Merger transaction		$	26,704
Represents decrease (increase) in additional stock-based compensation expense related to Ouster employee terminations due to change in control.		$	6,383
Represents a decrease (increase) in severance expense in connection with the Velodyne Merger transaction		$	10,586


	Year Ended December 31,
	2024		2023
Beginning balance	$	1,104	$	853
Provision (recovery of) for doubtful accounts	(587)		1,346
Net write-offs and other	236		(1,095)
Ending balance	$	753	$	1,104


	December 31,
	2024		2023
Raw materials	$	3,610	$	10,062
Work in process	307		75
Finished goods	12,500		13,095
Total inventory	$	16,417	$	23,232


	Estimated Useful Life (in years)	December 31,
		2024		2023
Machinery and equipment	3	$	12,146	$	16,535
Computer equipment	3	689		1,104
Automotive and vehicle hardware	5	93		22
Software	3	601		593
Furniture and fixtures	7	845		946
Construction in progress		6,349		3,572
Leasehold improvements	Shorter of useful life or lease term	9,459		10,879
		30,182		33,651
Less: Accumulated depreciation		(20,018)		(23,423)
Property and equipment, net		$	10,164	$	10,228


	December 31,
	2024		2023
United States	$	3,668	$	4,967
Thailand	1,766		2,733
France	3,208		2,416
Taiwan	1,180		—
Others	342		112
Total	$	10,164	$	10,228


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	24,740	$	—	$	—	$	24,740

Short-term investments:
Commercial paper	—		56,886		—		56,886
Corporate debt and U.S. government agency securities	—		69,594		—		69,594
Total short-term investments	—		126,480		—		126,480
Total financial assets	$	24,740	$	126,480	$	—	$	151,220
Liabilities
Warrant liabilities	$	—	$	—	$	126	$	126
Total financial liabilities	$	—	$	—	$	126	$	126


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	7,354	$	—	$	—	$	7,354
Commercial paper	—		2,989		—		2,989
Short-term investments:
Commercial paper	—		80,620		—		80,620
Corporate debt and U.S. government agency securities	—		58,538		—		58,538
Total short-term investments	—		139,158		—		139,158
Total financial assets	$	7,354	$	142,147	$	—	$	149,501
Liabilities
Warrant liabilities	$	—	$	—	$	229	$	229
Total financial liabilities	$	—	$	—	$	229	$	229


	Goodwill
December 31, 2022	$	51,152
Goodwill addition related to Velodyne Merger	115,523
Goodwill impairment charges	(166,675)
December 31, 2023	$	—


		December 31, 2024
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	3 - 8	$	23,500	$	(9,795)	$	13,705
Vendor relationship	3	6,600		(6,600)		—
Customer relationships	3 - 8	6,300		(2,175)		4,125
Intangible assets, net		$	36,400	$	(18,570)	$	17,830


Years:	Amount
2025	4,513
2026	3,774
2027	3,682
2028	2,779
2029	2,331
Thereafter	751
Total	$	17,830


Year ending December 31,
2025	$	7,903
2026	7,873
2027	6,660
2028	150
2029 and thereafter	23
Total undiscounted lease payments	22,609
Less: imputed interest	(2,359)
Total operating lease liabilities	$	20,250


	Number of Shares Underlying Outstanding Options	Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value








Outstanding—January 1, 2023	2,101,536	$	10.12	7.7	$	8,285
Options exercised	(142,117)	1.94			617
Options cancelled	(87,770)	82.17			58
Outstanding—December 31, 2023	1,871,649	$	7.36	6.7	$	6,191
Options exercised	(105,581)	$	1.93		$	610
Options cancelled	(11,044)	$	29.39		$	21
Outstanding—December 31, 2024	1,755,024	7.55		5.7	$	10,076
Vested and expected to vest—December 31, 2024	1,755,024	$	7.55	5.7	$	10,076
Exercisable—December 31, 2024	1,754,980	$	7.55	5.7	$	10,076


		Options Outstanding
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)	Options Exercisable
$	1.85	196,660	5.5	196,660
$	2.13	796,747	5.8	796,747
$	14.22	752,408	5.8	752,408
$	52.40	9,209	4.7	9,165

		1,755,024		1,754,980


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—January 1, 2023	1,650,815	$	39.83
Granted during the year	3,976,916	9.05
Canceled during the year	(793,135)	21.24
Vested during the year	(1,759,657)	25.18
Unvested—December 31, 2023	3,074,939	$	13.19
Granted during the year	2,836,726	9.45
Canceled during the year	(424,161)	12.70
Vested during the year	(2,022,740)	12.37
Unvested—December 31, 2024	3,464,764	$	10.68


	December 31, 2024		December 31, 2023
Contract liabilities, current
Deferred revenues from multi-year licensing contracts	$	10,922	$	4,723
Other contract liabilities	23,429		8,162

Contract liabilities, non-current portion
Deferred revenues from multi-year licensing contracts	$	627	$	3,997
Other contract liabilities	1,911		970
Total contract liabilities	$	36,889	$	17,852


	Contract Liabilities
Ending balance as of December 31, 2022	$	744
Net revenue deferred in the period	9,126
Revenue recognized that was included in the contract liability balance at the beginning of the period	(402)
Contract liabilities acquired in the Velodyne Merger	8,384
Ending balance as of December 31, 2023	$	17,852
Net revenue deferred in the period	21,031
Revenue recognized that was included in the contract liability balance at the beginning of the period	(1,994)
Ending balance as of December 31, 2024	$	36,889


Plan category:	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights			Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities Reflected in first column)
Equity compensation plans approved by security holders(1)						3,232,907(2)(6)(8)
Restricted Stock Units	3,464,764	(3)	$	—	(5)
Restricted Stock Awards	293,330	(7)	$	—	(5)
Options to Purchase Common Stock	1,871,649	(4)	$	7.55	(5)
Employee Stock Purchase Plan(6)	—		$	—
Equity compensation plans not approved by security holders	—		$	—		—
Total	5,513,118		$	7.55		3,232,907


†			The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
#			Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10).
*			Filed herewith.
**			Furnished herewith.
+			Indicates a management contract or compensatory plan, contract or arrangement.


	Ouster, Inc.
Date: March 21, 2025	By:	/s/ Chen Geng
	Name:	Chen Geng
	Title:	Interim Chief Financial Officer (principal financial officer and principal accounting officer)


Signature	Title	Date
/s/ Angus Pacala	Director, Co-Founder and Chief Executive Officer (Principal Executive Officer)	March 21, 2025
Angus Pacala
/s/ Chen Geng	Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 21, 2025
Chen Geng
/s/ Theodore Tewksbury	Chair of the Board of Directors	March 21, 2025
Theodore L. Tewksbury, Ph.D.
/s/ Virginia Boulet	Director	March 21, 2025
Virginia Boulet
/s/ Susan Heystee	Vice Chair of the Board of Directors	March 21, 2025
Susan Heystee
/s/ Ernest Maddock	Director	March 21, 2025
Ernest Maddock
/s/ Stephen Skaggs	Director	March 21, 2025
Stephen A. Skaggs
/s/ Christina Correia	Director	March 21, 2025
Christina Correia