Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Securities Act File Number | 001-41571 | |
Entity Registrant Name | MariaDB plc | |
Entity Incorporation, State or Country Code | L2 | |
Entity Address, Address Line One | 699 Veterans Blvd | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94063 | |
City Area Code | 855 | |
Local Phone Number | 562-7423 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Ordinary Shares Outstanding | 68,997,819 | |
Entity Central Index Key | 0001929589 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --09-30 | |
Amendment Flag | false | |
Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary Shares, nominal value $0.01 per share | |
Trading Symbol | MRDB | |
Security Exchange Name | NYSE | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | MRDBW | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,758 | $ 4,467 |
Accounts receivable, net | 8,666 | 13,956 |
Prepaids and other current assets | 7,637 | 5,780 |
Total current assets | 18,061 | 24,203 |
Property and equipment, net | 173 | 232 |
Operating lease right-of-use assets | 136 | 509 |
Other noncurrent assets | 5,190 | 4,848 |
Total assets | 23,560 | 29,792 |
Current liabilities: | ||
Accounts payable | 4,471 | 4,378 |
Accrued expenses | 5,845 | 6,450 |
Operating lease liabilities | 147 | 539 |
Debt | 25,583 | 15,855 |
Deferred revenue | 29,226 | 29,828 |
Total current liabilities | 65,272 | 57,050 |
Deferred revenue, net of current | 14,779 | 16,793 |
Warrant liabilities | 1,440 | 1,295 |
Deferred tax liability | 0 | 173 |
Total liabilities | 81,491 | 75,311 |
Commitments and contingencies | ||
Stockholders’ Deficit: | ||
Ordinary shares, par value of $0.01 per share; 67,749,429 and 67,713,368 shares issued and outstanding as of March 31, 2024 and September 30, 2023 | 674 | 674 |
Additional paid-in-capital | 213,501 | 213,307 |
Accumulated deficit | (261,667) | (249,380) |
Accumulated other comprehensive loss | (10,439) | (10,120) |
Total stockholders’ deficit | (57,931) | (45,519) |
Total liabilities and stockholders’ deficit | $ 23,560 | $ 29,792 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Sep. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Ordinary shares par value (in dollars per share) | $ 0.01 | $ 0.01 |
Ordinary shares issued (in shares) | 67,749,429 | 67,713,368 |
Ordinary shares outstanding (in shares) | 67,749,429 | 67,713,368 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||||
Total revenue | $ 13,585 | $ 13,474 | $ 27,197 | $ 26,279 |
Cost of revenue: | ||||
Total cost of revenue | 2,744 | 3,219 | 5,596 | 6,584 |
Gross profit | 10,841 | 10,255 | 21,601 | 19,695 |
Operating expenses: | ||||
Research and development | 3,886 | 9,274 | 9,202 | 18,747 |
Sales and marketing | 4,418 | 7,289 | 8,691 | 14,175 |
General and administrative | 3,641 | 6,716 | 8,535 | 12,219 |
Restructuring and other charges | 475 | 0 | 3,242 | 0 |
Loss (gain) on divestitures | 134 | 0 | (799) | 0 |
Total operating expense | 12,554 | 23,279 | 28,871 | 45,141 |
Loss from operations | (1,713) | (13,024) | (7,270) | (25,446) |
Other (expense) income: | ||||
Interest expense | (1,369) | (282) | (4,478) | (514) |
Change in fair value of warrant liabilities | (809) | 2,297 | (170) | 4,028 |
Other income (expense), net | 379 | (779) | (529) | (2,608) |
Loss before income taxes | (3,512) | (11,788) | (12,447) | (24,540) |
Income tax (expense) benefit | (7) | (62) | 160 | (6) |
Net loss | $ (3,519) | $ (11,850) | $ (12,287) | $ (24,546) |
Net loss per share attributable to ordinary shares - basic (in dollars per share) | $ (0.05) | $ (0.18) | $ (0.18) | $ (0.54) |
Net loss per share attributable to ordinary shares - diluted (in dollars per share) | $ (0.05) | $ (0.18) | $ (0.18) | $ (0.54) |
Weighted-average shares outstanding - basic (in shares) | 67,744,195 | 66,575,652 | 67,733,643 | 45,125,926 |
Weighted-average shares outstanding - diluted (in shares) | 67,744,195 | 66,575,652 | 67,733,643 | 45,125,926 |
Comprehensive Loss: | ||||
Net loss | $ (3,519) | $ (11,850) | $ (12,287) | $ (24,546) |
Foreign currency translation adjustment, net of taxes | (174) | (1,220) | (319) | 667 |
Unrealized loss from available-for-sale securities, net of taxes | 0 | 0 | 0 | (2,177) |
Total comprehensive loss | (3,693) | (13,070) | (12,606) | (26,056) |
Subscription | ||||
Revenue: | ||||
Total revenue | 12,202 | 12,021 | 24,472 | 23,298 |
Cost of revenue: | ||||
Total cost of revenue | 1,624 | 1,545 | 3,175 | 3,135 |
Services | ||||
Revenue: | ||||
Total revenue | 1,383 | 1,453 | 2,725 | 2,981 |
Cost of revenue: | ||||
Total cost of revenue | $ 1,120 | $ 1,674 | $ 2,421 | $ 3,449 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Convertible preferred shares Series C preferred warrants | Convertible Preferred Shares Convertible preferred shares | Convertible Preferred Shares Convertible preferred shares Previously Reported | Convertible Preferred Shares Convertible preferred shares Revision of Prior Period, Adjustment | Convertible Preferred Shares Convertible preferred shares Series C preferred warrants | Ordinary Shares | Ordinary Shares Previously Reported | Ordinary Shares Revision of Prior Period, Adjustment | Additional Paid-In Capital | Additional Paid-In Capital Previously Reported | Additional Paid-In Capital Revision of Prior Period, Adjustment | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported |
Balance at the beginning of period (in shares) at Sep. 30, 2022 | 41,883,053 | 183,565,242 | 141,682,189 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2022 | $ 206,969 | $ 206,969 | ||||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||||
Exercise of Preferred Share Warrants (in shares) | 539,627 | |||||||||||||||||
Exercise of Series C - 2020 Preferred Share Warrants | $ 0 | $ 3,516 | ||||||||||||||||
Preferred stock conversion (in shares) | (42,422,680) | |||||||||||||||||
Preferred shares conversion | $ (210,485) | |||||||||||||||||
Balance at the end of period (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||||
Balance at the end of period at Dec. 31, 2022 | $ 0 | |||||||||||||||||
Balance at the beginning of period (in shares) at Sep. 30, 2022 | 13,864,344 | 60,764,711 | 46,900,367 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2022 | $ (195,346) | $ (195,346) | $ 0 | $ 139 | $ 0 | $ 139 | $ 11,343 | $ 11,482 | $ (139) | $ (9,305) | $ (9,305) | $ (197,523) | $ (197,523) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||
Exercise of share options (in shares) | 844,350 | |||||||||||||||||
Exercise of share options | 184 | $ 8 | 176 | |||||||||||||||
Issuance of Ordinary Shares as consideration for CubeWerx and Sector 42 acquisition (in shares) | 539,233 | |||||||||||||||||
Issuance of Ordinary Shares as consideration for CubeWerx and Sector 42 acquisition | 0 | $ 5 | (5) | |||||||||||||||
Preferred stock conversion (in shares) | 42,422,680 | |||||||||||||||||
Preferred shares conversion | 210,485 | $ 424 | 210,061 | |||||||||||||||
Issuance of Ordinary Shares upon Business Combination including PIPE financing (in shares) | 8,812,585 | |||||||||||||||||
Issuance of Ordinary Shares upon Business Combination including PIPE financing (net of offering costs of $14.9 million) | (10,638) | $ 88 | (10,726) | |||||||||||||||
Share-based compensation | 616 | 616 | ||||||||||||||||
Other comprehensive income | (290) | (290) | ||||||||||||||||
Net loss | (12,696) | (12,696) | ||||||||||||||||
Balance at the end of period (in shares) at Dec. 31, 2022 | 66,483,192 | |||||||||||||||||
Balance at the end of period at Dec. 31, 2022 | (7,685) | $ 664 | 211,465 | (9,595) | (210,219) | |||||||||||||
Balance at the beginning of period (in shares) at Sep. 30, 2022 | 41,883,053 | 183,565,242 | 141,682,189 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2022 | $ 206,969 | $ 206,969 | ||||||||||||||||
Balance at the beginning of period (in shares) at Sep. 30, 2022 | 13,864,344 | 60,764,711 | 46,900,367 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2022 | (195,346) | $ (195,346) | $ 0 | $ 139 | $ 0 | $ 139 | 11,343 | $ 11,482 | $ (139) | (9,305) | $ (9,305) | (197,523) | $ (197,523) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||
Net loss | (24,546) | |||||||||||||||||
Balance at the end of period (in shares) at Mar. 31, 2023 | 66,872,785 | |||||||||||||||||
Balance at the end of period at Mar. 31, 2023 | (19,963) | $ 668 | 212,253 | (10,815) | (222,069) | |||||||||||||
Balance at the beginning of period (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||||
Balance at the beginning of period at Dec. 31, 2022 | $ 0 | |||||||||||||||||
Balance at the beginning of period (in shares) at Dec. 31, 2022 | 66,483,192 | |||||||||||||||||
Balance at the beginning of period at Dec. 31, 2022 | (7,685) | $ 664 | 211,465 | (9,595) | (210,219) | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||
Exercise of share options (in shares) | 389,593 | |||||||||||||||||
Exercise of share options | 214 | $ 4 | 210 | |||||||||||||||
Adjustment to deferred offering costs | 337 | 337 | ||||||||||||||||
Share-based compensation | 241 | 241 | ||||||||||||||||
Other comprehensive income | (1,220) | (1,220) | ||||||||||||||||
Net loss | (11,850) | (11,850) | ||||||||||||||||
Balance at the end of period (in shares) at Mar. 31, 2023 | 66,872,785 | |||||||||||||||||
Balance at the end of period at Mar. 31, 2023 | (19,963) | $ 668 | 212,253 | (10,815) | (222,069) | |||||||||||||
Balance at the beginning of period (in shares) at Sep. 30, 2023 | 67,713,368 | |||||||||||||||||
Balance at the beginning of period at Sep. 30, 2023 | (45,519) | $ 674 | 213,307 | (10,120) | (249,380) | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||
Exercise of share options (in shares) | 24,016 | |||||||||||||||||
Exercise of share options | 11 | 11 | ||||||||||||||||
Vesting of restricted stock units (in shares) | 1,250 | |||||||||||||||||
Share-based compensation | 13 | 13 | ||||||||||||||||
Other comprehensive income | (145) | (145) | ||||||||||||||||
Net loss | (8,768) | (8,768) | ||||||||||||||||
Balance at the end of period (in shares) at Dec. 31, 2023 | 67,738,634 | |||||||||||||||||
Balance at the end of period at Dec. 31, 2023 | (54,408) | $ 674 | 213,331 | (10,265) | (258,148) | |||||||||||||
Balance at the beginning of period (in shares) at Sep. 30, 2023 | 67,713,368 | |||||||||||||||||
Balance at the beginning of period at Sep. 30, 2023 | $ (45,519) | $ 674 | 213,307 | (10,120) | (249,380) | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||
Exercise of share options (in shares) | 24,124 | |||||||||||||||||
Net loss | $ (12,287) | |||||||||||||||||
Balance at the end of period (in shares) at Mar. 31, 2024 | 67,749,429 | |||||||||||||||||
Balance at the end of period at Mar. 31, 2024 | (57,931) | $ 674 | 213,501 | (10,439) | (261,667) | |||||||||||||
Balance at the beginning of period (in shares) at Dec. 31, 2023 | 67,738,634 | |||||||||||||||||
Balance at the beginning of period at Dec. 31, 2023 | (54,408) | $ 674 | 213,331 | (10,265) | (258,148) | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||
Exercise of share options (in shares) | 108 | |||||||||||||||||
Vesting of restricted stock units (in shares) | 10,687 | |||||||||||||||||
Share-based compensation | 170 | 170 | ||||||||||||||||
Other comprehensive income | (174) | (174) | ||||||||||||||||
Net loss | (3,519) | (3,519) | ||||||||||||||||
Balance at the end of period (in shares) at Mar. 31, 2024 | 67,749,429 | |||||||||||||||||
Balance at the end of period at Mar. 31, 2024 | $ (57,931) | $ 674 | $ 213,501 | $ (10,439) | $ (261,667) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) $ in Millions | 6 Months Ended |
Mar. 31, 2023 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Offering costs | $ 14.9 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
Operating activities: | |||||
Net loss | $ (12,287) | $ (24,546) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Change in allowance for doubtful accounts | (48) | 732 | $ 802 | ||
Depreciation and amortization | 60 | 374 | |||
Non-cash lease expense | 374 | 120 | |||
Stock-based compensation | 183 | 857 | |||
Change in fair value of warrant liability | $ 809 | $ (2,297) | 170 | (4,028) | |
Loss from disposal of property and equipment | 0 | 48 | |||
Amortization of deferred commission | 950 | 875 | |||
Investment income | 0 | (925) | |||
Foreign currency loss, net | 1,224 | 1,917 | |||
Non-cash interest expense, including interest expenses associated with debt issuance costs | 3,067 | 0 | |||
Restructuring and other charges | 933 | 0 | |||
Gain on divestitures | (933) | 0 | |||
Deferred income tax | (171) | 0 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 5,508 | (14,275) | |||
Other current assets | (2,444) | (1,349) | |||
Other noncurrent assets | (307) | (1) | |||
Accounts payable and accrued expenses | (1,197) | (299) | |||
Operating lease liability | (393) | (114) | |||
Deferred revenue | (3,272) | 11,166 | |||
Net cash used in operating activities | (8,583) | (29,448) | |||
Investing activities: | |||||
Purchases of property and equipment | 0 | (5) | |||
Disposal of investments | 0 | 25,948 | |||
Net cash provided by investing activities | 0 | 25,943 | |||
Financing activities: | |||||
Proceeds from stock options exercise | 11 | 398 | |||
Settlement of warrant liabilities | 0 | (427) | |||
Proceeds from exercise of warrants | 0 | 2,867 | |||
Payment of offering costs related to the Business Combination | 0 | (5,417) | |||
Proceeds from the Business Combination | 0 | 10,509 | |||
Net proceeds from issuance of promissory note | 23,993 | 0 | |||
Repayment of debt | (16,866) | (135) | |||
Net cash provided by financing activities | 7,138 | 7,795 | |||
Effect of exchange rate changes on cash and cash equivalents | (1,264) | 657 | |||
Net (decrease) increase in cash and cash equivalents | (2,709) | 4,947 | |||
Cash and cash equivalents at beginning of period | 4,467 | 4,756 | 4,756 | ||
Cash and cash equivalents at end of period | $ 1,758 | $ 9,703 | 1,758 | 9,703 | $ 4,467 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for income taxes | 0 | 0 | |||
Cash paid for interest | 1,105 | 451 | |||
Non-cash investing and financing activities: | |||||
Conversion of Convertible Preferred Shares to Ordinary Shares | 0 | 210,485 | |||
Warrant liabilities assumed in the Business Combination | 0 | 7,111 | |||
Net assets assumed in the Business Combination | 0 | 883 | |||
Reclassification of deferred offering costs related to the Business Combination | 0 | 9,165 | |||
Series C Preferred Shares | |||||
Non-cash investing and financing activities: | |||||
Issuance of Series C Preferred Shares – Exercise of Warrant Liabilities, Fair Value | $ 0 | $ 649 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Description of Business MariaDB plc (“MariaDB” or the “Company”) provides one of the most popular general purpose relational databases. The Company’s operations consist of programming, development and sales of software programs, applications and tools related to enterprise database software. In addition, the Company provides user support, consultation and training for the software, applications, tools, and systems. The Company is active in development of both open source and closed source software. The Company is headquartered in Redwood City, California and Dublin, Ireland, with operations in other locations including Espoo, Finland, and Sofia, Bulgaria. Liquidity and Going Concern As of March 31, 2024, the Company had an accumulated deficit of $261.7 million and $1.8 million in cash and cash equivalents. The Company has determined our current cash and cash equivalents will not be sufficient to fund operations (including the repayment of the RP Note and related interest that was due in January 2024 (refer to Note 8 Debt for additional discussion)), for at least 12 months from the date these financial statements were issued (May 15, 2024), raising substantial doubt about our ability to continue as a going concern. The Company is currently in the process of being acquired and is seeking financing to avoid any potential shortfall of cash and cash equivalents to fund operations, for at least 12 months from the date the financial statements were issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements, including the accounts of MariaDB and its wholly-owned subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany balances and transactions among have been eliminated in consolidation. Revenue Recognition Deferred revenues consist of customer contracts billed or cash received that will be recognized in the future under subscriptions existing at the balance sheet date. The current portion of deferred revenues represents amounts that are expected to be recognized within one year of the balance sheet date. As of March 31, 2024 and September 30, 2023, the balance of deferred revenue was $44.0 million and $46.6 million, respectively, which includes $11.9 million and $12.4 million of refundable customer deposits, respectively. Revenue recognized during the three months ended March 31, 2024 and 2023 that was included in the deferred revenue beginning balance of each year was $7.1 million and $6.7 million, respectively. Revenue recognized during the six months ended March 31, 2024 and 2023 that was included in the deferred revenue beginning balance of each year was $18.4 million and $16.7 million, respectively. Incremental direct costs of obtaining a contract are included in prepaid and other current assets and other noncurrent assets, respectively, in the Unaudited Condensed Consolidated Balance Sheets. The current and noncurrent deferred commissions had a balance of $5.3 million and $5.6 million as of March 31, 2024 and September 30, 2023, respectively. Concentration of Credit Risk As of March 31, 2024, two customers accounted for 39.5% of the total balance of accounts receivable, net. As of September 30, 2023, one customer accounted for 10.5% of the total balance of accounts receivable, net. For the three and six months ended March 31, 2024 and 2023, no customer accounted for more than 10% of the Company’s total consolidated revenues. Fair Value of Financial Instruments As of March 31, 2024 and September 30, 2023, the carrying value of the Company’s financial instruments included in current assets and current liabilities (including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt) approximate fair value due to the short-term nature of such items. Accounts Receivable, Net Accounts receivable, net was $8.7 million as of March 31, 2024 compared to $14.0 million as of September 30, 2023 as reported on the Unaudited Condensed Consolidated Balance Sheets. The following table presents the changes in the allowance for credit losses for the six months ended March 31, 2024 and the year ended September 30, 2023: March 31, September 30, (in thousands) Balance, beginning of period $ 1,386 $ 642 Change in provision for credit losses (48) 802 Less: write-offs, net of recoveries (555) (105) Foreign currency translation 215 47 Balance, end of period $ 998 $ 1,386 Prepaids and Other Current Assets Prepaid expenses and other current assets totaled $7.6 million and $5.8 million as of March 31, 2024 and September 30, 2023, respectively. Prepaid expenses totaled $5.6 million and $3.7 million as of March 31, 2024 and September 30, 2023, respectively. Prepaid expenses as of March 31, 2024 were primarily related to deferred legal fees related to the pending sale of the Company and deferred issuance costs in anticipation of additional financings. Prepaid expenses as of September 30, 2023 were primarily related to up-front payments made to third parties in the ordinary course of business. Other current assets primarily consisted of deferred commission totaling $1.9 million and $1.7 million as of March 31, 2024 and September 30, 2023, respectively. Other receivables totaled $0.1 million and $0.4 million as of March 31, 2024 and September 30, 2023, respectively. |
Revenue
Revenue | 6 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The Company believes that the nature, amount, timing and uncertainty of its revenue and cash flows and how they are affected by economic factors is most appropriately depicted through the Company’s primary geographical markets . The Company’s primary geographical markets are North and South America (“Americas”); Europe, Middle East and Africa (“EMEA”); and Asia Pacific (“APAC”). The following table summarizes the disaggregation of revenue by geography for the three and six months ended March 31, 2024 and 2023 respectively. Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 (in thousands) (in thousands) EMEA $ 5,119 $ 4,562 $ 9,911 $ 9,211 Americas 5,795 6,510 12,065 12,473 APAC 2,671 2,402 5,221 4,595 Total revenue $ 13,585 $ 13,474 $ 27,197 $ 26,279 Revenue attributable to the United States comprised 39.6% and 42.9% of the total consolidated revenue for the three months ended March 31, 2024 and 2023, respectively. Revenue attributable to the United States comprised 41.1% and 42.6% of the total revenue for the six months ended March 31, 2024 and 2023, respectively. No other country outside of the United States comprised more than 10% of revenue for the three and six months ended March 31, 2024 and 2023. Revenue by location is determined by the billing address of the customer. Revenue from professional services recognized at a point in time amounted to $0.3 million and $0.1 million and revenue from professional services recognized over time amounted to $1.1 million and $1.4 million for the three months ended March 31, 2024 and 2023, respectively. Revenue from professional services recognized at a point in time amounted to $0.4 million and $0.3 million and revenue from professional services recognized over time amounted to $2.3 million and $2.7 million for the six months ended March 31, 2024 and 2023, respectively. Remaining Performance Obligations Remaining performance obligations represent the aggregate amount of the transaction price in contracts allocated to performance obligations not delivered, or partially undelivered as of the end of the reporting period. Remaining performance obligations estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, adjustments for revenue that have not materialized and adjustments for currency. As of March 31, 2024, approximately $57.5 million of revenue is expected to be recognized from remaining performance obligations. The Company expects to recognize revenue approximately 50.8% of these remaining performance obligations over the next 12 months. The Company’s subscription contracts are recognized ratably over the contract term. Accordingly, the majority of the Company’s noncurrent remaining performance obligation is expected to be recognized in the next 13 to 36 months with the remainder recognized thereafter. |
Warrants
Warrants | 6 Months Ended |
Mar. 31, 2024 | |
Warrants | |
Warrants | Warrants Warrant information in the below table is presented as of March 31, 2024 and September 30, 2023. Warrants Outstanding Fair Value of Warrant Liabilities Warrants Number of Purchase price March 31, 2024 September 30, 2023 March 31, 2024 September 30, 2023 (in thousands) Kreos Rollover Warrant 190,559 € 2.28 190,559 190,559 $ 1 $ 1 Series C – 2017 1,215,345 € 0.04 — — — — Series C – 2020 786,234 € 5.22 — — — — Public Warrants 8,850,458 $ 11.50 8,850,458 8,850,458 781 709 Private Warrants 7,310,297 $ 11.50 7,310,297 7,310,297 658 585 18,352,893 16,351,314 16,351,314 $ 1,440 $ 1,295 The following table presents the change in the fair value of warrant liabilities for the six months ended March 31, 2024: Fair Value of Warrant Liabilities (in thousands) September 30, 2023 $ 1,295 Change in fair value (639) Foreign currency translation (10) December 31, 2023 646 Change in fair value 809 Foreign currency translation (15) March 31, 2024 $ 1,440 The following table presents the change in the fair value of warrant liabilities for the six months ended March 31, 2023: Fair Value of Warrant Liabilities (in thousands) September 30, 2022 $ 1,749 Change in fair value (1,731) Warrants assumed in the Business Combination 7,111 Settlement of 2017 Series C Warrants put option (427) Exercised (649) Foreign currency translation 182 December 31, 2022 6,235 Change in fair value (2,297) Foreign currency translation (19) March 31, 2023 $ 3,919 Fair values of the Public and Private Warrants were determined using publicly traded warrant prices at the end of each period. Fair values of the remaining warrants and option rights were determined using the Black-Scholes option-pricing model with the following input assumptions: Six Months Ended March 31, 2024 2023 Expected volatility range (weighted average) 44.07% 47.79% Dividend yield 0.00% 0.00% Risk-free interest rates range (weighted average) 4.89% 3.80% Expected term range (weighted average) 2.63 years 3.13 years Assumptions were weighted by the relative fair value of the instruments. An increase in the expected volatility, risk-free interest rates, and expected term would result in an increase to the estimated value of the warrants while an increase in the dividend yield would result in a decrease to the estimated value of the warrants. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Legacy MariaDB Stock Option Plans During the six months ended March 31, 2023, 65,098 options were granted under the Global Share Option Plan 2017 ("2017 Plan"). No options were granted under the 2017 Plan during the six months ended March 31, 2024. No options were granted under the Global Share Option Plan 2017 USA ("2017 US Plan") during the six months ended March 31, 2024 and 2023. During the six months ended March 31, 2023, 58,182 options were granted under the Summer 2022 USA Share Option Plan ("2022 US Plan"). No options were granted under the 2022 US Plan during the six months ended March 31, 2024. MariaDB plc 2022 Equity Incentive Plan No RSUs or options were granted under the MariaDB plc 2022 Equity Incentive Plan ("2022 Equity Plan") during the six months ended March 31, 2023. During the six months ended March 31, 2024, 232,900 RSUs were granted under the 2022 Equity Plan. No options were granted under the 2022 Equity Plan during the six months ended March 31, 2024. Stock Options The following table summarizes stock option activity under the Company’s incentive plans for the six months ended March 31, 2024: Number Weighted Weighted- Aggregated (in years) (in thousands) Options outstanding, September 30, 2023 7,897,771 $ 1.28 Granted — $ — Exercised (24,124) $ 0.47 Forfeited (2,666,379) $ 1.80 Expired (461,160) $ 0.75 Options outstanding, March 31, 2024 4,746,108 $ 1.04 5.70 $ 72 Options Exercisable, March 31, 2024 4,365,686 $ 0.86 5.52 $ 72 Vested and expected to vest after March 31, 2024 4,746,108 $ 1.04 5.70 $ 72 The total intrinsic value of options exercised during the six months ended March 31, 2024 was nominal. The aggregate grant date fair value of stock options vested during the six months ended March 31, 2024 was approximately $0.3 million. As of March 31, 2024, there was approximately $0.2 million of unrecognized stock-based compensation expense related to outstanding stock options granted to employees that is expected to be recognized over a weighted-average period of 1.5 years. Fair Value Valuation Assumptions The fair value of options granted is estimated at the date of grant using the Black-Scholes option-pricing model with the following input assumptions: Six Months Ended March 31, 2024 2023 Range 1 Weighted Average 1 Range Weighted Dividend yield (%) 0% - 0% —% 0% - 0% 0% Expected volatility (%) 0.00% - 0.00% —% 44.90% - 47.26% 45.90% Risk–free interest rate (%) 0.00% - 0.00% —% 3.70% - 3.80% 3.76% Expected life of stock options (years) 0 - 0 — 5.00 - 7.00 5.88 Fair value of common stock $0.00 - $0.00 $— $4.16 - $4.16 $4.16 1 No options were granted during the six months ended March 31, 2024. Restricted Stock Units The RSUs vest over a four-year period, subject to the holder's continued service through the vesting dates. The following table summarizes RSU activity under the 2022 Equity Incentive Plan for the six months ended March 31, 2024: Number of RSUs Weighted Average Grant Date Fair Value Per Share Unvested outstanding, September 30, 2023 4,602,830 $ 0.91 Granted 232,900 $ 0.17 Vested (11,937) $ 0.89 Forfeited/canceled (1,075,739) $ 0.88 Unvested outstanding, March 31, 2024 3,748,054 $ 0.88 As of March 31, 2024, there was $1.8 million of unrecognized stock-based compensation expense relating to outstanding RSUs granted to employees, directors, and executives that is expected to be recognized over a weighted-average period of 1.81 years. Total stock-based compensation expense recognized in the Company’s Unaudited Condensed Consolidated Statements of Operations and comprehensive loss is as follows for the periods indicated: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 (in thousands) (in thousands) Cost of revenue $ 12 $ 31 $ 97 $ 99 Research and development (122) 159 (288) 379 Sales and marketing 100 38 225 142 General and administrative 180 13 149 237 Total stock-based compensation expense $ 170 $ 241 $ 183 $ 857 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | Accrued Expenses The following represents the components of accrued expenses contained within our Unaudited Condensed Consolidated Balance Sheets as of the end of each period: March 31, 2024 September 30, 2023 (in thousands) Accrued payroll and payroll related liabilities $ 1,800 $ 3,577 Accrued bonuses 916 780 Accrued restructuring and other charges 302 — Taxes payable 494 494 Accrued interest expense 289 — Other accrued expenses 2,044 1,599 Total accrued expenses $ 5,845 $ 6,450 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is subject to claims, legal proceedings, governmental actions, and assessments from time to time in the ordinary course of business, including without limitation, actions with respect to intellectual property, employment, regulatory, product liability and contractual matters. In connection with these matters, the Company regularly assesses the probability and amount (or range) of possible issues based on the developments in these matters and more generally the significance of these matters to the Company. A liability is recorded in the accompanying Unaudited Condensed Consolidated Financial Statements if it is determined that it is probable that a loss has been incurred and the amount (or range) of the loss can be reasonably estimated. The Company’s management currently does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows; provided, however, if any such matters individually or in the aggregate are decided adversely to the Company, then such matters may have a material adverse effect. In January 2023, MariaDB received a demand letter on behalf of Houlihan Lokey Capital, Inc., a financial services company that advised Legacy MariaDB in connection with a financing transaction which closed in January 2022, for which that financial services company had provided advisory services and for which MariaDB paid its fee. The demand is for an additional fee based on a de-SPAC transaction which closed in December 2022. On July 11, 2023, Houlihan Lokey Capital, Inc. filed a lawsuit against the Company in the Supreme Court of the State of New York asserting claims against the Company for breach of contract and unjust enrichment and demand judgment against the Company in an unspecified amount exceeding $6.3 million, plus interest. The Company has answered the complaint and the matter is nearing the end of the fact discovery phase. At the current stage of the litigation, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of this matter. As of March 31, 2024, the Company accrued $1.0 million in other accrued expenses related to a settlement offer the Company made in this matter. In February 2023, a second financial services company sent MariaDB an additional invoice for approximately $1.3 million under the same circumstances as described in the matter above. MariaDB denies that it owes any additional fees, and no legal proceedings have been filed in connection with this fee claim. MariaDB intends to defend any legal proceedings that may be filed. |
Debt
Debt | 6 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of debt are as follows: March 31, 2024 September 30, 2023 (in thousands) RP note $ 25,583 $ — Term loan — 15,855 Total 25,583 15,855 Less: Current portion (25,583) (15,855) Long-term debt $ — $ — Loan facility agreement with RP Ventures LLC (Purchased by Meridian Topco LLC) On October 10, 2023, the Company issued a senior secured promissory note, dated as of October 10, 2023 and amended on January 10, 2024, to RP Ventures in the principal amount of $26.5 million. RP Ventures acted as the initial Agent as defined in the RP Note (in such capacity, the “Agent”). On April 24, 2024, Meridian Topco LLC (“Meridian”), an affiliate of K1 Investment Management, LLC, a Delaware limited liability company (“K1”), purchased from RP Ventures, at a premium, all right, title and interest in, to and under the RP Note (the “RP Note Acquisition”). Further, Meridian Topco LLC became the Successor Agent (as defined in the note). The proceeds of the RP Note were used by the Company to repay all amounts outstanding under the term loan (the "Term Loan") from European Investment Bank ("EIB"), to pay RP Ventures a nonrefundable funding fee of $132,500, to pay or reimburse RP Ventures and Runa Capital Fund II, L.P. (“Runa”) for its out-of-pocket expenses related to the RP Note transaction, and to pay for working capital purposes as approved by the Company’s board of directors. Interest on the RP Note accrued on the principal amount at the rate of ten percent (10%) per annum and was payable commencing on January 1, 2024 and quarterly thereafter in arrears on the first business day of each calendar quarter and on the maturity date, whichever was earlier. While the RP Note remains outstanding, the note restricts the Company from pursuing or accepting any offer with respect to any recapitalization, reorganization, merger, business combination, purchase, sale, loan, notes issuance, issuance of other indebtedness or other financing or similar transaction, or to any acquisition by any person or group, which would result in any person or group becoming the beneficial owner of 2% or more of any class of equity interests or voting power or consolidated net income, revenue or assets, of the Company, in each case other than with the note holder. The RP Note contains certain customary representations and warranties and covenants of the Company. In addition, the Company has agreed to, among other things, provide to the note holder certain financial information, maintain minimum aggregate liquidity in an amount to be agreed upon after the Closing Date by the Board and the Agent or Successor Agent, and make disbursements and collect receivables based on budget amounts. The RP Note limits the ability of the Company to, among other things, (i) incur indebtedness, (ii) create certain liens, (iii) declare or distribute dividends or make certain other restricted payments, (iv) be party to a merger, consolidation, division or other fundamental change, (v) transfer, sell or lease Company assets, (vi) make certain modifications to the Company’s organizational documents or indebtedness, (vii) engage in certain transactions with affiliates, (viii) change the Company’s business, accounting or reporting practices, name or jurisdiction or organization, (ix) establish new bank accounts, and (x) establish or acquire any subsidiary. In addition, without the Agent or Successor Agent’s prior consent, the Company will be restricted in, among other things, taking part in transactions outside of the ordinary course of its existing business, making certain payments, or issuing equity interests. The RP Note provides for customary events of default, including for, among other things, payment defaults, breach of representations and certain covenants, cross defaults, insolvency, dissolution and bankruptcy, certain judgments against the Company, and material adverse changes. In the case of an event of default, the note holder may demand immediate repayment by the Company of all or part of the amounts outstanding, if any, under the RP Note. In connection with issuance of the RP Note, the Company and MariaDB USA. Inc. and certain other of the Company’s subsidiaries (the “Guarantors”) entered into a Guarantee and Collateral Agreement, pursuant to which the Company and each Guarantor pledged substantially all of their respective assets as collateral for the RP Note and each Guarantor guaranteed to the note holder the payment of all obligations arising from the RP Note. The RP Note was initially due on the earlier of (i) January 10, 2024, (ii) the occurrence of a "change of control" (as that term is defined in the RP Note), (iii) the occurrence of any breach of any of the documentation relating to the Company’s Term Loan or any demand for repayment of the Term Loan, and (iv) the date on which the RP Note is otherwise declared due and payable pursuant to its terms. On January 10, 2024, MariaDB entered into an amendment (the “First Amendment”) of the RP Note. The First Amendment, among and between the Company, RP Ventures, and other note parties to the RP Note, extended (i) the maturity date of the RP Note from January 10, 2024 to January 31, 2024, providing time for the Company to continue to work with parties related to the note holder on a recapitalization structure and (ii) the exclusivity period under the RP Note from January 10, 2024 to January 31, 2024. The Company paid RP Ventures a nonrefundable funding fee of $75,000 relating to the First Amendment. On January 31, 2024, the RP Note matured. The Company did not pay the outstanding principal, interest, and other applicable fees or charges due and payable on the RP Note. In addition, the Company and the Guarantors under the RP Note failed to comply with certain other obligations under the RP Note. This nonpayment and compliance failure gave rise to events of default under the RP Note. On February 5, 2024, to allow for further negotiations with respect to a transaction to restructure all or any material part of the obligations under the RP Note and any amendment or extension of the RP Note (the “RPV Transaction”), the Company and the Guarantors entered into the Forbearance Agreement with RP Ventures. Pursuant to the Forbearance Agreement, RP Ventures agreed not to exercise its rights and remedies in relation to the defaults under the RP Note identified in the Forbearance Agreement until February 21, 2024, subject to certain limitations and conditions. In addition, the Company agreed to pay RP Ventures a forbearance fee of $100,000 and to reimburse all reasonable and documented fees and out-of-pocket expenses of RP Ventures and any of its directors, officers, employees or agents, including its counsel, consultant and any other advisors, in connection with the Forbearance Agreement, the RP Note, the Guarantee and Collateral Agreement and other related RP Note documents. Under the terms of the Forbearance Agreement, interest on amounts due under the RP Note accrues at the default rate of 2% above the otherwise-applicable non-default interest rate of 10%. During the three and six month periods ended March 31, 2024, the Company paid RP Ventures approximately $2.0 million which included approximately $0.9 million related to principal and approximately $1.1 million of interest. During the three months ended March 31, 2024, the Company incurred cash interest expense of $0.8 million and non-cash interest expense (amortization of debt issuance cost) of $0.6 million on the RP Note. During the six months ended March 31, 2024, the Company incurred cash interest expense of $1.4 million and non-cash interest expense (amortization of debt issuance cost) of $3.1 million on the RP Note. The Company was not in compliance with the covenants of the RP Note as of March 31, 2024. Loan facility agreement with European Investment Bank The Term Loan was disbursed on October 11, 2019 and had a maturity date of October 11, 2023, at which time it was fully repaid. The Term Loan accrued interest between 6.0%-9.5% per annum, depending on MariaDB’s monthly recurring revenue. The effective interest rate on the Term Loan for the period the Term Loan was outstanding during the quarter ended December 31, 2023 and for the full quarter ended December 31, 2022 was 6.0%. As of September 30, 2023, the Company was in compliance with its debt covenants for the Term Loan. The schedule of required principal payments remaining on debt outstanding as of March 31, 2024 is as follows: Principal Payments ( in thousands ) 2024 $ 25,583 Total principal payments $ 25,583 |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company maintains a full valuation allowance against its net deferred tax assets as of March 31, 2024 and September 30, 2023, based on the current assessment that it is not more likely than not these future benefits will be realized before expiration. No material income tax expense or benefit has been recorded given the valuation allowance position and projected taxable losses in the jurisdictions where the Company files income tax returns. The Company has not experienced any significant increases or decreases to its unrecognized tax benefits since September 30, 2023 and does not expect any within the next 12 months. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. The Company had related party sales of $0.4 million and $0.2 million to a related party shareholder for the six months ended March 31, 2024 and 2023, respectively. The Company had no accounts receivable from related parties as of both periods ended March 31, 2024 and September 30, 2023. The Company incurred related party expenses of $0.8 million related to compensation of FTI Consulting, Inc. for Chief Restructuring Officer services, expenses related to the MariaDB Foundation and other expenses incurred in the ordinary course of business for the six month period ended March 31, 2024. The Company incurred expenses of $0.2 million related to the MariaDB Foundation for the six month period ended March 31, 2023. The Company had $0.3 million and no accounts payable to related parties as of March 31, 2024 and September 30, 2023, respectively. Outstanding balances are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party trade receivables or payables. RP Note, First Amendment, and Forbearance Agreement On October 10, 2023, the Company issued the RP Note to RP Ventures, which had an initial maturity date of January 10, 24. On January 10, 2024, the RP Note maturity date was extended to January 31, 2024 pursuant to the First Amendment. On January 31, 2024, the RP Note matured. The Company did not pay the outstanding principal, interest, and other applicable fees or charges due and payable on the RP Note. In addition, the Company and the Guarantors under the RP Note failed to comply with certain other obligations under the RP Note. This nonpayment and compliance failure gave rise to events of default under the RP Note. On February 5, 2024, RP Ventures agreed not to exercise its rights and remedies in relation to the defaults under the RP Note identified in the Forbearance Agreement until February 21, 2024. See Note 8 - Debt for additional information and terms of the RP Note, First Amendment, and the Forbearance Agreement. Pursuant to Board appointment rights granted under the RP Note, RP Ventures appointed two directors, Michael Fanfant and Yakov Zubarev, to the Board on October 10, 2023. Mr. Fanfant and Mr. Zubarev have relationships with RP Ventures or certain Company shareholders and their affiliates. Mr. Fanfant is a shareholder of Runa Capital II (GP), the general partner of Runa Capital Fund II, L.P., and Runa Capital Opportunity I (GP), the general partner of Runa Capital Opportunity Fund I, L.P. and the managing shareholder of Runa Ventures I Limited, which collectively beneficially own more than 5% of the Company’s outstanding ordinary shares. Mr. Fanfant has also served as sole member and manager of RP Ventures since June 9, 2023. Mr. Zubarev is the brother of Ilya Zubarev, who is a shareholder in Runa Capital II (GP) and Runa Capital Opportunity I (GP), and one of four members of the investment committee of each of these entities that makes all investment and voting decisions relating to the Company’s ordinary shares held by Runa, Runa Capital Opportunity Fund I, L.P. and Runa Ventures I Limited. On April 24, 2024, Meridian, an affiliate of K1, purchased from RP Ventures, at a premium, all right, title and interest in, to and under the RP Note. Effective immediately following the closing of the RP Note Acquisition, Michael Fanfant and Yakov Zubarev resigned as directors of the Company. During the three and six month periods ended March 31, 2024, the Company paid RP Ventures approximately $2.0 million, which included approximately $0.9 million related to principal and approximately $1.1 million of interest. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive: Three and Six Months Ended March 31, 2024 2023 Warrants 16,351,314 16,351,314 Stock options 4,746,108 8,018,964 Restricted stock units 3,748,054 — Total 24,845,476 24,370,278 Warrant, stock option and share information is presented in the table above and its accompanying paragraphs as of March 31, 2024 and 2023, as applicable. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Mar. 31, 2024 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following summarizes accumulated other comprehensive loss for the six months ended March 31, 2024 and 2023: Foreign Net Accumulated Balance at September 30, 2022 $ (11,482) $ 2,177 $ (9,305) Other comprehensive loss before reclassifications 1,887 — 1,887 Amounts reclassified from accumulated other comprehensive net loss — (2,177) (2,177) Net current period other comprehensive loss 1,887 (2,177) (290) Balance at December 31, 2022 (9,595) — (9,595) Other comprehensive loss (1,220) (1,220) Net current period (1,220) (1,220) Balance at March 31, 2023 $ (10,815) $ — $ (10,815) Balance at September 30, 2023 $ (10,120) $ — $ (10,120) Other comprehensive loss (145) (145) Net current period other comprehensive loss (145) (145) Balance at December 31, 2023 (10,265) — (10,265) Other comprehensive loss (174) (174) Net current period other comprehensive loss (174) — (174) Balance at March 31, 2024 $ (10,439) $ — $ (10,439) |
Restructuring and other charges
Restructuring and other charges | 6 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and other charges | Restructuring and other charges On October 12, 2023, the Company announced its plan to better align its workforce with the needs of its business and to reduce the Company’s operating costs. The plan included a reduction of the Company’s workforce by approximately 84 individuals. During the three months ended March 31, 2024, the Company recorded an additional restructuring charge of approximately $0.5 million related to a reduction of the workforce of approximately 12 individuals. The total restructuring charge for the six months ended March 31, 2024 was approximately $3.2 million, which was related primarily to headcount. The Company believes it restructuring efforts will be substantially completed by June 30, 2024. The following table presents the changes in accrued restructuring and other charges for the six months ended March 31, 2024: March 31, 2024 (in thousands) Balance, beginning of period $ — Net charges 3,242 Cash payments (2,940) Balance, end of period $ 302 |
Divestitures
Divestitures | 6 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures | Divestitures SkySQL On November 17, 2023, the Company entered into an Asset Purchase Agreement (“APA”) by and among MariaDB plc, MariaDB USA, Inc. and SkyDB, Inc. (“Sky”), completing the divestiture of the SkySQL business. Under the terms of the APA, Sky purchased all of the intellectual property, technology, operational contracts and other assets related to the SkySQL business in exchange for: (a) a to-be issued minority equity interest of ten (10%) percent of the common equity of Sky upon a third-party financing of Sky; and (b) the release and extinguishment of severance obligations for certain former Company employees who chose to become employees of Sky. All parties to the APA are subject to non-competition and non-solicitation covenants for twelve months following the effective date of the APA. Under the revenue sharing and customer transition provisions of the APA, the Company is entitled to 30% of the net revenues of any assigned customer agreement. The Company will have no seat on the Board of Directors or any significant influence over Sky's' financial or operational decisions. The minority interest in Sky is considered immaterial to the financial statements. The net book value of the assets related to the Sky business were all previously written off as a result of the annual goodwill impairment analysis as of September 30, 2023. In the three month period ended December 31, 2023, the Company reported a gain on the divestiture of the business of approximately $0.9 million related to the release and extinguishment of severance obligations for certain former Company employees who chose to become employees of Sky. The divestiture did not represent a strategic shift; therefore the operating results of SkySQL did not qualify for reporting as discontinued operations. CubeWerx On December 30, 2023, the Company agreed to sell, assign and transfer all of the purchased contracts, intellectual property and servers/hardware of its Canadian subsidiary for a nominal amount of consideration. As part of the divestiture, the Company is legally obligated to provide the buyer with a loan of approximately $0.6 million. The loan is interest bearing and matures in July 2029. The Company is also required to subscribe to 10% ownership of the buyer’s newly formed company. The investment will be considered immaterial to the Company’s financial statements. The Company will have no seat on the Board of Directors or any significant influence over its financial or operational decisions. The assets of the divested business were all previously written off as a result of the annual goodwill impairment analysis as of September 30, 2023. No gain or loss was reported on the sale of the company. The divestiture did not represent a strategic shift; therefore the operating results of the divested company did not qualify as discontinued operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements, including the accounts of MariaDB and its wholly-owned subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany balances and transactions among have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition Deferred revenues consist of customer contracts billed or cash received that will be recognized in the future under subscriptions existing at the balance sheet date. The current portion of deferred revenues represents amounts that are expected to be recognized within one year of the balance sheet date. As of March 31, 2024 and September 30, 2023, the balance of deferred revenue was $44.0 million and $46.6 million, respectively, which includes $11.9 million and $12.4 million of refundable customer deposits, respectively. Revenue recognized during the three months ended March 31, 2024 and 2023 that was included in the deferred revenue beginning balance of each year was $7.1 million and $6.7 million, respectively. Revenue recognized during the six months ended March 31, 2024 and 2023 that was included in the deferred revenue beginning balance of each year was $18.4 million and $16.7 million, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of March 31, 2024 and September 30, 2023, the carrying value of the Company’s financial instruments included in current assets and current liabilities (including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt) approximate fair value due to the short-term nature of such items. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of changes in allowance for credit losses | The following table presents the changes in the allowance for credit losses for the six months ended March 31, 2024 and the year ended September 30, 2023: March 31, September 30, (in thousands) Balance, beginning of period $ 1,386 $ 642 Change in provision for credit losses (48) 802 Less: write-offs, net of recoveries (555) (105) Foreign currency translation 215 47 Balance, end of period $ 998 $ 1,386 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following table summarizes the disaggregation of revenue by geography for the three and six months ended March 31, 2024 and 2023 respectively. Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 (in thousands) (in thousands) EMEA $ 5,119 $ 4,562 $ 9,911 $ 9,211 Americas 5,795 6,510 12,065 12,473 APAC 2,671 2,402 5,221 4,595 Total revenue $ 13,585 $ 13,474 $ 27,197 $ 26,279 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Warrants | |
Schedule of warrants issued and outstanding | Warrant information in the below table is presented as of March 31, 2024 and September 30, 2023. Warrants Outstanding Fair Value of Warrant Liabilities Warrants Number of Purchase price March 31, 2024 September 30, 2023 March 31, 2024 September 30, 2023 (in thousands) Kreos Rollover Warrant 190,559 € 2.28 190,559 190,559 $ 1 $ 1 Series C – 2017 1,215,345 € 0.04 — — — — Series C – 2020 786,234 € 5.22 — — — — Public Warrants 8,850,458 $ 11.50 8,850,458 8,850,458 781 709 Private Warrants 7,310,297 $ 11.50 7,310,297 7,310,297 658 585 18,352,893 16,351,314 16,351,314 $ 1,440 $ 1,295 |
Schedule of fair values for warrant liabilities | The following table presents the change in the fair value of warrant liabilities for the six months ended March 31, 2024: Fair Value of Warrant Liabilities (in thousands) September 30, 2023 $ 1,295 Change in fair value (639) Foreign currency translation (10) December 31, 2023 646 Change in fair value 809 Foreign currency translation (15) March 31, 2024 $ 1,440 The following table presents the change in the fair value of warrant liabilities for the six months ended March 31, 2023: Fair Value of Warrant Liabilities (in thousands) September 30, 2022 $ 1,749 Change in fair value (1,731) Warrants assumed in the Business Combination 7,111 Settlement of 2017 Series C Warrants put option (427) Exercised (649) Foreign currency translation 182 December 31, 2022 6,235 Change in fair value (2,297) Foreign currency translation (19) March 31, 2023 $ 3,919 |
Schedule of fair values of warrants and option rights were determined using the Black-Scholes option-pricing model with the input assumptions | Fair values of the Public and Private Warrants were determined using publicly traded warrant prices at the end of each period. Fair values of the remaining warrants and option rights were determined using the Black-Scholes option-pricing model with the following input assumptions: Six Months Ended March 31, 2024 2023 Expected volatility range (weighted average) 44.07% 47.79% Dividend yield 0.00% 0.00% Risk-free interest rates range (weighted average) 4.89% 3.80% Expected term range (weighted average) 2.63 years 3.13 years |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | The following table summarizes stock option activity under the Company’s incentive plans for the six months ended March 31, 2024: Number Weighted Weighted- Aggregated (in years) (in thousands) Options outstanding, September 30, 2023 7,897,771 $ 1.28 Granted — $ — Exercised (24,124) $ 0.47 Forfeited (2,666,379) $ 1.80 Expired (461,160) $ 0.75 Options outstanding, March 31, 2024 4,746,108 $ 1.04 5.70 $ 72 Options Exercisable, March 31, 2024 4,365,686 $ 0.86 5.52 $ 72 Vested and expected to vest after March 31, 2024 4,746,108 $ 1.04 5.70 $ 72 |
Schedule of fair valuation assumptions for stock options | The fair value of options granted is estimated at the date of grant using the Black-Scholes option-pricing model with the following input assumptions: Six Months Ended March 31, 2024 2023 Range 1 Weighted Average 1 Range Weighted Dividend yield (%) 0% - 0% —% 0% - 0% 0% Expected volatility (%) 0.00% - 0.00% —% 44.90% - 47.26% 45.90% Risk–free interest rate (%) 0.00% - 0.00% —% 3.70% - 3.80% 3.76% Expected life of stock options (years) 0 - 0 — 5.00 - 7.00 5.88 Fair value of common stock $0.00 - $0.00 $— $4.16 - $4.16 $4.16 1 No options were granted during the six months ended March 31, 2024. |
Schedule of RSU activity | The RSUs vest over a four-year period, subject to the holder's continued service through the vesting dates. The following table summarizes RSU activity under the 2022 Equity Incentive Plan for the six months ended March 31, 2024: Number of RSUs Weighted Average Grant Date Fair Value Per Share Unvested outstanding, September 30, 2023 4,602,830 $ 0.91 Granted 232,900 $ 0.17 Vested (11,937) $ 0.89 Forfeited/canceled (1,075,739) $ 0.88 Unvested outstanding, March 31, 2024 3,748,054 $ 0.88 |
Schedule of stock-based compensation expense | Total stock-based compensation expense recognized in the Company’s Unaudited Condensed Consolidated Statements of Operations and comprehensive loss is as follows for the periods indicated: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 (in thousands) (in thousands) Cost of revenue $ 12 $ 31 $ 97 $ 99 Research and development (122) 159 (288) 379 Sales and marketing 100 38 225 142 General and administrative 180 13 149 237 Total stock-based compensation expense $ 170 $ 241 $ 183 $ 857 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of components of accrued expenses | The following represents the components of accrued expenses contained within our Unaudited Condensed Consolidated Balance Sheets as of the end of each period: March 31, 2024 September 30, 2023 (in thousands) Accrued payroll and payroll related liabilities $ 1,800 $ 3,577 Accrued bonuses 916 780 Accrued restructuring and other charges 302 — Taxes payable 494 494 Accrued interest expense 289 — Other accrued expenses 2,044 1,599 Total accrued expenses $ 5,845 $ 6,450 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The components of debt are as follows: March 31, 2024 September 30, 2023 (in thousands) RP note $ 25,583 $ — Term loan — 15,855 Total 25,583 15,855 Less: Current portion (25,583) (15,855) Long-term debt $ — $ — |
Schedule of principal payments remaining on debt outstanding | The schedule of required principal payments remaining on debt outstanding as of March 31, 2024 is as follows: Principal Payments ( in thousands ) 2024 $ 25,583 Total principal payments $ 25,583 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of potentially dilutive securities excluded from computation of diluted net loss per share | The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive: Three and Six Months Ended March 31, 2024 2023 Warrants 16,351,314 16,351,314 Stock options 4,746,108 8,018,964 Restricted stock units 3,748,054 — Total 24,845,476 24,370,278 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | The following summarizes accumulated other comprehensive loss for the six months ended March 31, 2024 and 2023: Foreign Net Accumulated Balance at September 30, 2022 $ (11,482) $ 2,177 $ (9,305) Other comprehensive loss before reclassifications 1,887 — 1,887 Amounts reclassified from accumulated other comprehensive net loss — (2,177) (2,177) Net current period other comprehensive loss 1,887 (2,177) (290) Balance at December 31, 2022 (9,595) — (9,595) Other comprehensive loss (1,220) (1,220) Net current period (1,220) (1,220) Balance at March 31, 2023 $ (10,815) $ — $ (10,815) Balance at September 30, 2023 $ (10,120) $ — $ (10,120) Other comprehensive loss (145) (145) Net current period other comprehensive loss (145) (145) Balance at December 31, 2023 (10,265) — (10,265) Other comprehensive loss (174) (174) Net current period other comprehensive loss (174) — (174) Balance at March 31, 2024 $ (10,439) $ — $ (10,439) |
Restructuring and other charg_2
Restructuring and other charges (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring reserve by type of cost | The following table presents the changes in accrued restructuring and other charges for the six months ended March 31, 2024: March 31, 2024 (in thousands) Balance, beginning of period $ — Net charges 3,242 Cash payments (2,940) Balance, end of period $ 302 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Long-term Debt | ||
Accumulated deficit | $ 261,667 | $ 249,380 |
Cash and cash equivalents | $ 1,758 | $ 4,467 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |||||
Contract liabilities | $ 44,000 | $ 44,000 | $ 46,600 | ||
Refundable customer deposits | 11,900 | 11,900 | 12,400 | ||
Revenue recognized | 7,100 | $ 6,700 | 18,400 | $ 16,700 | |
Accounts receivable, net | 8,666 | 8,666 | 13,956 | ||
Prepaids and other current assets | 7,637 | 7,637 | 5,780 | ||
Prepaid expenses | 5,600 | 5,600 | 3,700 | ||
Deferred commissions | 1,900 | 1,900 | 1,700 | ||
Other receivables | 100 | 100 | 400 | ||
Deferred commissions | |||||
Summary of Significant Accounting Policies | |||||
Deferred contract cost | $ 5,300 | $ 5,300 | $ 5,600 | ||
Accounts Receivable | Customer Concentration Risk | Customer 1 | |||||
Summary of Significant Accounting Policies | |||||
Revenue percentage | 10.50% | ||||
Accounts Receivable | Customer Concentration Risk | Two Customers | |||||
Summary of Significant Accounting Policies | |||||
Revenue percentage | 39.50% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, beginning of period | $ 1,386 | $ 642 | $ 642 |
Change in provision for credit losses | (48) | $ 732 | 802 |
Less: write-offs, net of recoveries | (555) | (105) | |
Foreign currency translation | 215 | 47 | |
Balance, end of period | $ 998 | $ 1,386 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||||
Total revenue | $ 13,585 | $ 13,474 | $ 27,197 | $ 26,279 |
EMEA | ||||
Revenue | ||||
Total revenue | 5,119 | 4,562 | 9,911 | 9,211 |
Americas | ||||
Revenue | ||||
Total revenue | 5,795 | 6,510 | 12,065 | 12,473 |
APAC | ||||
Revenue | ||||
Total revenue | $ 2,671 | $ 2,402 | $ 5,221 | $ 4,595 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||||
Revenue | $ 13,585 | $ 13,474 | $ 27,197 | $ 26,279 |
Revenue remaining performance obligation | $ 57,500 | $ 57,500 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||||
Revenue | ||||
Revenue remaining performance obligation percentage | 50.80% | 50.80% | ||
Performance obligation expected timing of satisfaction, period | 12 months | 12 months | ||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | ||||
Revenue | ||||
Performance obligation expected timing of satisfaction, period | 13 months | 13 months | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | ||||
Revenue | ||||
Performance obligation expected timing of satisfaction, period | 36 months | 36 months | ||
Services | ||||
Revenue | ||||
Revenue | $ 1,383 | 1,453 | $ 2,725 | 2,981 |
Services | Transferred at Point in Time | ||||
Revenue | ||||
Revenue | 300 | 100 | 400 | 300 |
Services | Transferred over Time | ||||
Revenue | ||||
Revenue | $ 1,100 | $ 1,400 | $ 2,300 | $ 2,700 |
Geographic Concentration Risk | Revenue Benchmark | United States | ||||
Revenue | ||||
Revenue percentage | 39.60% | 42.90% | 41.10% | 42.60% |
Warrants - Issued and Outstandi
Warrants - Issued and Outstanding (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Mar. 31, 2024 € / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of warrants issued (in shares) | 18,352,893 | ||
Warrants outstanding (in shares) | 16,351,314 | 16,351,314 | |
Fair Value of Warrant Liabilities | $ | $ 1,440 | $ 1,295 | |
Kreos Rollover Warrant | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of warrants issued (in shares) | 190,559 | ||
Purchase price per share (in USD or EUR per share) | € / shares | € 2.28 | ||
Warrants outstanding (in shares) | 190,559 | 190,559 | |
Fair Value of Warrant Liabilities | $ | $ 1 | $ 1 | |
Series C – 2017 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of warrants issued (in shares) | 1,215,345 | ||
Purchase price per share (in USD or EUR per share) | € / shares | € 0.04 | ||
Warrants outstanding (in shares) | 0 | 0 | |
Fair Value of Warrant Liabilities | $ | $ 0 | $ 0 | |
Series C – 2020 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of warrants issued (in shares) | 786,234 | ||
Purchase price per share (in USD or EUR per share) | € / shares | € 5.22 | ||
Warrants outstanding (in shares) | 0 | 0 | |
Fair Value of Warrant Liabilities | $ | $ 0 | $ 0 | |
Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of warrants issued (in shares) | 8,850,458 | ||
Purchase price per share (in USD or EUR per share) | $ / shares | $ 11.50 | ||
Warrants outstanding (in shares) | 8,850,458 | 8,850,458 | |
Fair Value of Warrant Liabilities | $ | $ 781 | $ 709 | |
Private Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of warrants issued (in shares) | 7,310,297 | ||
Purchase price per share (in USD or EUR per share) | $ / shares | $ 11.50 | ||
Warrants outstanding (in shares) | 7,310,297 | 7,310,297 | |
Fair Value of Warrant Liabilities | $ | $ 658 | $ 585 |
Warrants - Fair Value of Warran
Warrants - Fair Value of Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value | ||||
Level 3 | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance | $ 646 | $ 1,295 | $ 6,235 | $ 1,749 | $ 1,749 |
Change in fair value | 809 | (639) | (2,297) | (1,731) | |
Warrants assumed in the Business Combination | 7,111 | ||||
Settlement of 2017 Series C Warrants put option | (427) | ||||
Exercised | (649) | ||||
Foreign currency translation | (15) | (10) | (19) | 182 | |
Ending balance | $ 1,440 | $ 646 | $ 3,919 | $ 6,235 | $ 3,919 |
Warrants - Fair Value Assumptio
Warrants - Fair Value Assumptions (Details) | Mar. 31, 2024 | Mar. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term of warrants | 2 years 7 months 17 days | 3 years 1 month 17 days |
Expected volatility range (weighted average) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.4407 | 0.4779 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Risk-free interest rates range (weighted average) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0489 | 0.0380 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-Based Compensation | ||
Number of shares granted | 0 | |
Intrinsic value of options exercised | $ 0 | |
Grant date fair value of stock options vested | 0.3 | |
Unrecognized stock-based compensation expense | $ 0.2 | |
Unrecognized stock-based compensation expense recognition period | 1 year 6 months | |
Restricted stock units | ||
Stock-Based Compensation | ||
Granted (in shares) | 232,900 | |
Unrecognized stock-based compensation expense relating to outstanding RSUs | $ 1.8 | |
Unrecognized stock-based compensation expense recognition period | 1 year 9 months 21 days | |
2017 Plan | ||
Stock-Based Compensation | ||
Number of shares granted | 0 | 65,098 |
2017 US Plan | ||
Stock-Based Compensation | ||
Number of shares granted | 0 | 0 |
2022 US Plan | ||
Stock-Based Compensation | ||
Number of shares granted | 0 | 58,182 |
2022 Equity Incentive Plan | ||
Stock-Based Compensation | ||
Number of shares granted | 0 | 0 |
2022 Equity Incentive Plan | Restricted stock units | ||
Stock-Based Compensation | ||
Granted (in shares) | 232,900 | 0 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended |
Mar. 31, 2024 | |
Number of Shares | |
Options outstanding, beginning of period (in shares) | 7,897,771 |
Granted (in shares) | 0 |
Exercised (in shares) | (24,124) |
Forfeited (in shares) | (2,666,379) |
Expired (in shares) | (461,160) |
Options outstanding, end of period (in shares) | 4,746,108 |
Options Exercisable, end of period (in shares) | 4,365,686 |
Vested and expected to vest after period end (in shares) | 4,746,108 |
Weighted Average Exercise Price Per Share | |
Options outstanding, beginning of period (in dollars per share) | $ 1.28 |
Granted (in dollars per share) | 0 |
Exercised (in dollars per share) | 0.47 |
Forfeited (in dollars per share) | 1.80 |
Expired (in dollars per share) | 0.75 |
Options outstanding, end of period (in dollars per share) | 1.04 |
Options Exercisable, end of period (in dollars per share) | 0.86 |
Vested and expected to vest after period end (in dollars per share) | $ 1.04 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted average remaining contractual life, options outstanding | 5 years 8 months 12 days |
Weighted average remaining contractual life, options exercisable | 5 years 6 months 7 days |
Weighted average remaining contractual life, options vested and expected to vest | 5 years 8 months 12 days |
Aggregated intrinsic value, options outstanding | $ 72 |
Aggregated intrinsic value, options exercisable | 72 |
Aggregated intrinsic value, options vested and expected to vest | $ 72 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Valuation Assumptions (Details) - Stock options - $ / shares | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair value valuation assumptions | ||
Minimum Expected volatility (%) | 0% | 44.90% |
Maximum Expected volatility (%) | 0% | 47.26% |
Minimum Risk-free interest rate (%) | 0% | 3.70% |
Maximum Risk-free interest rate (%) | 0% | 3.80% |
Minimum | ||
Fair value valuation assumptions | ||
Dividend yield (%) | 0% | 0% |
Expected life of stock options (years) | 0 years | 5 years |
Fair value of common stock (in dollars per share) | $ 0 | $ 4.16 |
Maximum | ||
Fair value valuation assumptions | ||
Dividend yield (%) | 0% | 0% |
Expected life of stock options (years) | 0 years | 7 years |
Fair value of common stock (in dollars per share) | $ 0 | $ 4.16 |
Weighted average | ||
Fair value valuation assumptions | ||
Dividend yield (%) | 0% | 0% |
Weighted average Expected volatility (%) | 0% | 45.90% |
Risk-free interest rate (%) | 0% | 3.76% |
Expected life of stock options (years) | 0 years | 5 years 10 months 17 days |
Fair value of common stock (in dollars per share) | $ 0 | $ 4.16 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted stock units | 6 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Stock-Based Compensation | |
Vesting period | 4 years |
Number of RSUs | |
Unvested outstanding, beginning of period (in shares) | shares | 4,602,830 |
Granted (in shares) | shares | 232,900 |
Vested (in shares) | shares | (11,937) |
Forfeited/cancelled (in shares) | shares | (1,075,739) |
Unvested outstanding, end of period (in shares) | shares | 3,748,054 |
Weighted Average Grant Date Fair Value | |
Unvested, beginning of period (in dollars per share) | $ / shares | $ 0.91 |
Granted (in dollars per share) | $ / shares | 0.17 |
Vested (in dollars per share) | $ / shares | 0.89 |
Forfeited/cancelled (in dollars per share) | $ / shares | 0.88 |
Unvested, end of period (in dollars per share) | $ / shares | $ 0.88 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-based compensation expense | ||||
Total stock-based compensation expense | $ 170 | $ 241 | $ 183 | $ 857 |
Cost of revenue | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense | 12 | 31 | 97 | 99 |
Research and development | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense | (122) | 159 | (288) | 379 |
Sales and marketing | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense | 100 | 38 | 225 | 142 |
General and administrative | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense | $ 180 | $ 13 | $ 149 | $ 237 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Accrued Liabilities, Current [Abstract] | ||
Accrued payroll and payroll related liabilities | $ 1,800 | $ 3,577 |
Accrued bonuses | 916 | 780 |
Accrued restructuring and other charges | 302 | 0 |
Taxes payable | 494 | 494 |
Accrued interest expense | 289 | 0 |
Other accrued expenses | 2,044 | 1,599 |
Accrued expenses | $ 5,845 | $ 6,450 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Jul. 11, 2023 | Feb. 28, 2023 | Mar. 31, 2024 | |
Houlihan Lokey Capital | |||
Loss Contingencies [Line Items] | |||
Estimated litigation liability | $ 1 | ||
Houlihan Lokey Capital | Minimum | |||
Loss Contingencies [Line Items] | |||
Amount of claims for additional service fees | $ 6.3 | ||
Second financial services company | |||
Loss Contingencies [Line Items] | |||
Amount of claims for additional service fees | $ 1.3 |
Debt - Components of Long-Term
Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Long-term Debt | ||
Term loan | $ 25,583 | |
Total | 25,583 | $ 15,855 |
Less: Current portion | (25,583) | (15,855) |
Long-term debt, net of current | 0 | 0 |
Senior Secured Promissory Note | Senior Notes | ||
Long-term Debt | ||
RP note | 25,583 | 0 |
Term loan | ||
Long-term Debt | ||
Term loan | $ 0 | $ 15,855 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Mar. 31, 2024 | Jan. 10, 2024 | Mar. 31, 2024 | Feb. 05, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Oct. 10, 2023 | Dec. 31, 2022 | Oct. 11, 2019 | |
Senior Secured Promissory Note | Senior Notes | |||||||||
Long-term Debt | |||||||||
Principal amount | $ 26,500,000 | ||||||||
Nonrefundable fee | $ 132,500 | ||||||||
Interest rate, stated percentage | 10% | ||||||||
Ownership interest, maximum threshold restricted to undesignated parties | 2% | ||||||||
Nonrefundable funding fee | $ 75,000 | ||||||||
Forbearance fee | $ 100,000 | ||||||||
Interest rate, stated percentage above non default rate | 2% | ||||||||
Interest expense | $ 800,000 | $ 1,400,000 | |||||||
Amortization of debt issuance costs | 600,000 | 3,100,000 | |||||||
Senior Secured Promissory Note | Senior Notes | Related Party | |||||||||
Long-term Debt | |||||||||
Repayments of debt | 2,000,000 | 2,000,000 | |||||||
Debt instrument, repaid, principal | 900,000 | 900,000 | |||||||
Interest expense | $ 1,100,000 | $ 1,100,000 | |||||||
Term loan | |||||||||
Long-term Debt | |||||||||
Effective interest rate | 6% | 6% | |||||||
Term loan | Minimum | |||||||||
Long-term Debt | |||||||||
Interest rate, stated percentage | 6% | ||||||||
Term loan | Maximum | |||||||||
Long-term Debt | |||||||||
Interest rate, stated percentage | 9.50% |
Debt - Principal Payments (Deta
Debt - Principal Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 25,583 |
Total | $ 25,583 |
Related-Party Transactions (Det
Related-Party Transactions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Oct. 10, 2023 director | Sep. 30, 2023 USD ($) | |
Related-Party Transactions | ||||||
Total revenue | $ 13,585 | $ 13,474 | $ 27,197 | $ 26,279 | ||
Accounts receivable, net | 8,666 | 8,666 | $ 13,956 | |||
Related party transaction, amounts of transaction | 800 | 200 | ||||
Accounts payable | 4,471 | 4,471 | 4,378 | |||
Senior Secured Promissory Note | Senior Notes | ||||||
Related-Party Transactions | ||||||
Interest expense | 800 | 1,400 | ||||
Related Party | ||||||
Related-Party Transactions | ||||||
Total revenue | 400 | $ 200 | ||||
Accounts receivable, net | 0 | 0 | 0 | |||
Accounts payable | 300 | 300 | $ 0 | |||
Related party ownership interest in outstanding shares | 5% | |||||
Related Party | Senior Secured Promissory Note | Senior Notes | ||||||
Related-Party Transactions | ||||||
Repayments of debt | 2,000 | 2,000 | ||||
Debt instrument, repaid, principal | 900 | 900 | ||||
Interest expense | $ 1,100 | $ 1,100 | ||||
Director | ||||||
Related-Party Transactions | ||||||
Number of directors appointed to board | director | 2 |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Potentially dilutive securities excluded from computation of diluted net loss per share | ||
Anti-dilutive securities (in shares) | 24,845,476 | 24,370,278 |
Warrants | ||
Potentially dilutive securities excluded from computation of diluted net loss per share | ||
Anti-dilutive securities (in shares) | 16,351,314 | 16,351,314 |
Stock options | ||
Potentially dilutive securities excluded from computation of diluted net loss per share | ||
Anti-dilutive securities (in shares) | 4,746,108 | 8,018,964 |
Restricted stock units | ||
Potentially dilutive securities excluded from computation of diluted net loss per share | ||
Anti-dilutive securities (in shares) | 3,748,054 | 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at the beginning of period | $ (54,408) | $ (45,519) | $ (7,685) | $ (195,346) |
Other comprehensive loss | 1,887 | |||
Amounts reclassified from accumulated other comprehensive net loss | (2,177) | |||
Net current period other comprehensive loss | (145) | (290) | ||
Balance at the end of period | (57,931) | (54,408) | (19,963) | (7,685) |
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at the beginning of period | (10,265) | (10,120) | (9,595) | (9,305) |
Net current period other comprehensive loss | (174) | (1,220) | ||
Balance at the end of period | (10,439) | (10,265) | (10,815) | (9,595) |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at the beginning of period | (10,265) | (10,120) | (9,595) | (11,482) |
Other comprehensive loss | 1,887 | |||
Amounts reclassified from accumulated other comprehensive net loss | 0 | |||
Net current period other comprehensive loss | (174) | (145) | (1,220) | 1,887 |
Balance at the end of period | (10,439) | (10,265) | (10,815) | (9,595) |
Net Unrealized Gain (Loss) on Securities | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at the beginning of period | 0 | 0 | 0 | 2,177 |
Other comprehensive loss | 0 | |||
Amounts reclassified from accumulated other comprehensive net loss | (2,177) | |||
Net current period other comprehensive loss | 0 | (2,177) | ||
Balance at the end of period | $ 0 | $ 0 | $ 0 | $ 0 |
Restructuring and other charg_3
Restructuring and other charges - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Oct. 12, 2023 position | Mar. 31, 2024 USD ($) position | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Restructuring and Related Activities [Abstract] | |||||
Expected number of positions eliminated | 84 | ||||
Restructuring and other charges | $ | $ 475 | $ 0 | $ 3,242 | $ 0 | |
Restructuring and Related Cost, Number of Positions Eliminated | 12 |
Restructuring and other charg_4
Restructuring and other charges - Summary of Accrued Restructuring and Other Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Reserve [Roll Forward] | ||||
Balance, beginning of period | $ 0 | |||
Restructuring and other charges | $ 475 | $ 0 | 3,242 | $ 0 |
Cash payments | (2,940) | |||
Balance, end of period | $ 302 | $ 302 |
Divestitures (Details)
Divestitures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Nov. 17, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain on divestitures | $ (134) | $ 0 | $ 799 | $ 0 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | SkyDB, Inc. | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Minority interest to be issued | 10% | ||||||
Non-competition covenant term | 12 months | ||||||
Net revenue to be received, percent | 30% | ||||||
Gain on divestitures | $ 900 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | CubeWerx | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Loan obligation | $ 600 | ||||||
Ownership obligation | 10% |