Filed pursuant to Rule 424(b)(3)
SEC File No. 333-258203
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated October 7, 2021)
INNOVIZ TECHNOLOGIES LTD.
16,231,241 ORDINARY SHARES
120,898,676 ORDINARY SHARES,
7,237,209 WARRANTS TO PURCHASE ORDINARY SHARES AND
7,137,209 ORDINARY SHARES UNDERLYING WARRANTS
OF
INNOVIZ TECHNOLOGIES LTD.
This prospectus supplement updates, amends and supplements the prospectus dated October 7, 2021 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-258203). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with information on Innoviz’s third quarter 2021 financial results, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our ordinary shares and warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “INVZ” and “INVZW,” respectively. On November 9, 2021, the closing prices for our ordinary shares and warrants on the Nasdaq Stock Market LLC were $5.36 per ordinary share and $1.57 per warrant.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this Prospectus and other risk factors contained in the documents incorporated by reference therein for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission, the Israeli Securities Authority nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 10, 2021.
INNOVIZ TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2020 | | | 2021 | | | 2020 | | | 2021 | |
| | | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | | | | |
| Revenues | | $ | 1,831 | | | $ | 2,076 | | | $ | 3,680 | | | $ | 3,811 | |
| Cost of revenues | | | (1,318 | ) | | | (2,201 | ) | | | (5,097 | ) | | | (5,737 | ) |
| Gross profit (loss) | | | 513 | | | | (125 | ) | | | (1,417 | ) | | | (1,926 | ) |
| Operating expenses: | | | | | | | | | | | | | | | | |
| Research and development | | $ | 14,677 | | | $ | 20,576 | | | $ | 41,894 | | | $ | 69,397 | |
| Selling and marketing | | | 1,243 | | | | 3,652 | | | | 3,941 | | | | 20,834 | |
| General and administrative | | | 844 | | | | 5,753 | | | | 2,508 | | | | 30,179 | |
| Total operating expenses | | | 16,764 | | | | 29,981 | | | | 48,343 | | | | 120,410 | |
| Operating loss | | | (16,251 | ) | | | (30,106 | ) | | | (49,760 | ) | | | (122,336 | ) |
| Financial income, net | | | 536 | | | | 3,735 | | | | 626 | | | | 2,827 | |
| Loss before taxes on income | | | (15,715 | ) | | | (26,371 | ) | | | (49,134 | ) | | | (119,509 | ) |
| Taxes on income | | | 63 | | | | (60 | ) | | | (29 | ) | | | (132 | ) |
| Net loss | | $ | (15,652 | ) | | $ | (26,431 | ) | | $ | (49,163 | ) | | $ | (119,641 | ) |
| Basic and diluted net loss per ordinary share | | $ | (1.06 | ) | | $ | (0.20 | ) | | $ | (3.31 | ) | | $ | (1.35 | ) |
| Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share | | | 18,861,241 | | | | 133,430,689 | | | | 18,697,015 | | | | 92,115,826 | |
INNOVIZ TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| | | December 31, | | | September 30, | |
| | | 2020 | | | 2021 | |
| | | | | | (Unaudited) | |
| ASSETS | | | | | | |
| CURRENT ASSETS: | | | | | | |
| Cash and cash equivalents | | $ | 49,950 | | | $ | 139,569 | |
| Short term deposits | | | – | | | | 185,000 | |
| Short-term Restricted Cash | | | 8 | | | | 868 | |
| Trade receivables | | | 2,506 | | | | 554 | |
| Inventory | | | 2,164 | | | | 4,611 | |
| Prepaid expenses and other current assets | | | 3,287 | | | | 5,159 | |
| Total current assets | | | 57,915 | | | | 335,761 | |
| LONG-TERM ASSETS: | | | | | | | | |
| Restricted deposits | | | 864 | | | | – | |
| Other long-term assets | | | 537 | | | | 163 | |
| Property and equipment, net | | | 13,245 | | | | 14,219 | |
| Total long-term assets | | | 14,646 | | | | 14,382 | |
| Total assets | | $ | 72,561 | | | $ | 350,143 | |
| LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) | | | | | | | | |
| CURRENT LIABILITIES: | | | | | | | | |
| Trade payables | | $ | 7,751 | | | $ | 3,830 | |
| Advances from customers and deferred revenues | | | 1,661 | | | | 1,536 | |
| Employees and payroll accruals | | | 5,528 | | | | 7,671 | |
| Accrued expenses and other current liabilities | | | 2,579 | | | | 4,140 | |
| Short term loan and current maturities | | | 275 | | | | 2,400 | |
| Total current liabilities | | | 17,794 | | | | 19,577 | |
| LONG-TERM LIABILITIES: | | | | | | | | |
| Loan, net of current maturities | | | 2,224 | | | | – | |
| Long-term advances from customers and deferred revenues | | | 3,473 | | | | 3,588 | |
| Warrant liability | | | – | | | | 4,547 | |
| Total long-term liabilities | | | 5,697 | | | | 8,135 | |
| Convertible preferred shares | | | 272,815 | | | | – | |
| SHAREHOLDERS' EQUITY (DEFICIT): | | | | | | | | |
| Ordinary shares of no-par value | | | *– | | | | *- | |
| Additional paid–in capital | | | 7,658 | | | | 673,475 | |
| Accumulated deficit | | | (231,403 | ) | | | (351,044 | ) |
| Total shareholders' equity (deficit) | | | (223,745 | ) | | | 322,431 | |
| Total liabilities, convertible preferred shares and shareholders' equity (deficit) | | $ | 72,561 | | | $ | 350,143 | |
| * Represents amount lower than $1 |
INNOVIZ TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
U.S. dollars in thousands
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | | 2020 | | | 2021 | | | 2020 | | | 2021 | |
| | | (Unaudited) | | | (Unaudited) | |
| Cash flows from operating activities: | | | | | | | | | | | | |
| Net loss | | $ | (15,652 | ) | | $ | (26,431 | ) | | $ | (49,163 | ) | | $ | (119,641 | ) |
| Adjustments required to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | 539 | | | | 699 | | | | 2,072 | | | | 2,024 | |
| Revaluation of Private Warrants | | | – | | | | (3,589 | ) | | | – | | | | (2,744 | ) |
| Stock Based Compensation | | | 798 | | | | 8,165 | | | | 2,383 | | | | 59,826 | |
| Capital gain | | | – | | | | – | | | | (6 | ) | | | – | |
| Interest income | | | (112 | ) | | | (80 | ) | | | (327 | ) | | | (136 | ) |
| Decrease (increase) in prepaid expenses and current assets | | | 842 | | | | 4,612 | | | | 108 | | | | (1,136 | ) |
| Decrease (increase) in accounts receivable | | | (1,355 | ) | | | 866 | | | | (932 | ) | | | 1,373 | |
| Decrease (increase) in inventory | | | (99 | ) | | | (947 | ) | | | 455 | | | | (2,447 | ) |
| Decrease in trade payables | | | (924 | ) | | | (7,131 | ) | | | (3,384 | ) | | | (4,361 | ) |
| Increase in accrued expenses and other liabilities | | | 2,391 | | | | 474 | | | | 1,238 | | | | 1,344 | |
| Increase (decrease) in employees and payroll accruals | | | 83 | | | | (2,019 | ) | | | 1,088 | | | | 2,143 | |
| Increase (decrease) in advances from customers and deferred revenues | | | (69 | ) | | | (968 | ) | | | (130 | ) | | | 570 | |
| Net cash used in operating activities | | | (13,558 | ) | | | (26,349 | ) | | | (46,598 | ) | | | (63,185 | ) |
| Cash flows from investing activities: | | | | | | | | | | | | | | | | |
| Purchase of property and equipment | | | (928 | ) | | | (864 | ) | | | (3,134 | ) | | | (2,998 | ) |
| Withdrawal of (investment in) short term deposits | | | (22 | ) | | | 10,000 | | | | 34,720 | | | | (185,000 | ) |
| Decrease in restricted deposits | | | – | | | | 55 | | | | – | | | | 56 | |
| Net cash provided (used) in investing activities | | | (950 | ) | | | 9,191 | | | | 31,586 | | | | (187,942 | ) |
| Cash flows from financing activities: | | | | | | | | | | | | | | | | |
| Cash received in connection with reverse merger, net of issuance cost | | | – | | | | – | | | | – | | | | 122,728 | |
| Issuance of common stock in connection with PIPE offering, net of issuance cost | | | – | | | | – | | | | – | | | | 217,343 | |
| Proceeds from exercise of options | | | 41 | | | | 222 | | | | 219 | | | | 690 | |
| Repayment of loan | | | (71 | ) | | | (46 | ) | | | (192 | ) | | | (179 | ) |
| Net cash provided (used) by financing activities | | | (30 | ) | | | 176 | | | | 27 | | | | 340,582 | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | | | 118 | | | | 196 | | | | 325 | | | | 216 | |
| Increase (decrease) in cash, cash equivalents and restricted cash | | | (14,420 | ) | | | (16,786 | ) | | | (14,660 | ) | | | 89,671 | |
| Cash, cash equivalents and restricted cash at beginning of the period | | | 73,187 | | | | 157,223 | | | | 73,427 | | | | 50,766 | |
| Cash, cash equivalents and restricted cash at end of the period | | $ | 58,767 | | | $ | 140,437 | | | $ | 58,767 | | | $ | 140,437 | |
INNOVIZ TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
U.S. dollars in thousands
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | | 2020 | | | 2021 | | | 2020 | | | 2021 | |
| | | (Unaudited) | | | (Unaudited) | |
| Supplementary disclosure of cash flows activities: | | | | | | | | | | | | |
| (1) Cash received during the period for: | | | | | | | | | | | | |
| Interest | | $ | (946 | ) | | $ | (119 | ) | | $ | (947 | ) | | $ | (125 | ) |
| (2) Cash paid during the period for: | | | | | | | | | | | | | | | | |
| Interest | | $ | 22 | | | $ | 42 | | | $ | 67 | | | $ | 87 | |
| Income taxes | | $ | – | | | $ | 59 | | | $ | 29 | | | $ | 128 | |
| (3) Non-cash transactions: | | | | | | | | | | | | | | | | |
| Non-marketable securities in consideration for property and equipment | | $ | – | | | $ | – | | | $ | 54 | | | $ | – | |
| Conversion of preferred shares to ordinary shares | | | – | | | | – | | | | – | | | | 272,815 | |
| Issuance cost paid in Equity | | | – | | | | – | | | | – | | | | 77,309 | |
| (4) Cash, cash equivalents and restricted cash at end of the period: | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 57,952 | | | $ | 139,569 | | | $ | 57,952 | | | $ | 139,569 | |
| Short-term restricted deposits | | | 8 | | | | 868 | | | | 8 | | | | 868 | |
| Restricted deposits | | | 807 | | | | – | | | | 807 | | | | – | |
| | | $ | 58,767 | | | $ | 140,437 | | | $ | 58,767 | | | $ | 140,437 | |
