Asset Transaction, Termination of Material Agreement (Form 8-K)

The information set forth in Item 2.01 in this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.

Sale of Luminar Semiconductor, Inc.

Following receipt of Bankruptcy Court approval in accordance with section 363 of the Bankruptcy Code, on February 2, 2026 (the "LSI Closing Date"), the Company completed the previously announced sale of all of the issued and outstanding shares of Luminar Semiconductor, Inc. ("LSI") to Quantum Computing Inc. ("Quantum"), as contemplated by the Stock Purchase Agreement, dated December 15, 2025, by and among the Company, LSI and Quantum (the "LSI Stock Purchase Agreement"), for $110 million in cash subject to certain adjustments as contemplated by the LSI Stock Purchase Agreement (the "Closing Cash Consideration"). In accordance with the LSI Stock Purchase Agreement, (i) $11 million of the Closing Cash Consideration will be held in a post-closing escrow account for a period of twelve months, as Quantum's sole recourse against the Company in the event of a breach of certain representations and warranties and for certain indemnification claims, (ii) the Company has agreed to refrain from competing with LSI and to refrain from soliciting LSI's employees, customers, vendors, suppliers and other business partners (subject to limited exceptions) for a period of three years following the LSI Closing Date, and (iii) the Company and LSI have granted each other certain mutual non-exclusive licenses to respective intellectual property currently used in the other party's business to ensure freedom to operate following the LSI Closing Date.

The foregoing description of the LSI Stock Purchase Agreement is included to provide you with information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the LSI Stock Purchase Agreement, which is incorporated by reference to this Current Report on Form 8-K as Exhibit 10.1.

2

Sale of LiDAR Assets

As previously disclosed, on January 11, 2026, the Company and certain of its subsidiaries entered into a "stalking horse" asset purchase agreement (the "Stalking Horse Asset Purchase Agreement") with Quantum, pursuant to which, subject to the terms and conditions set forth therein, Quantum agreed to acquire specified assets related to the Company's LiDAR business and assume certain liabilities, subject to the Bankruptcy Court's approval and absent any higher or otherwise better bid, for cash consideration of $22 million, subject to certain adjustments in accordance with the Stalking Horse Asset Purchase Agreement. On January 26, 2026, the Company held an auction pursuant to the bidding procedures approved by the Bankruptcy Court (the "Auction"). At the conclusion of the Auction, the Company determined (i) the bid submitted by MicroVision, Inc. ("MicroVision") was the highest or otherwise best bid and designated MicroVision the successful bidder for the Company's LiDAR assets (in general, such assets constituting the balance of the business of the Company not acquired under the LSI Stock Purchase Agreement) and (ii) the bid submitted by Quantum was the second highest or otherwise second best bid and designated Quantum the back-up bidder. Also on January 26, 2026, the Company and MicroVision entered into a Purchase Agreement (the "MicroVision Asset Purchase Agreement"), pursuant to which, subject to the terms and conditions set forth therein, MicroVision agreed to acquire specified assets related to the Company's LiDAR business and assume certain liabilities, subject to the Bankruptcy Court's approval, for cash consideration of $33 million, subject to certain adjustments as contemplated by the MicroVision Asset Purchase Agreement.

Following receipt of Bankruptcy Court approval in accordance with section 363 of the Bankruptcy Code, on February 3, 2026, the Company completed the sale to MicroVision as contemplated by the MicroVision Asset Purchase Agreement. On February 4, 2026, the Company delivered written notice to Quantum terminating the Stalking Horse Asset Purchase Agreement pursuant to the terms thereof and paid Quantum a break-up fee of $660,000 and reimbursed Quantum $500,000 for its reasonable, out-of-pocket and documented expenses, in connection with the termination of the Stalking Horse Asset Purchase Agreement.

The foregoing description of each of the Stalking Horse Asset Purchase Agreement and the MicroVision Asset Purchase Agreement is included to provide you with information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of each of the Stalking Horse Asset Purchase Agreement and the MicroVision Asset Purchase Agreement, which are incorporated by reference to this Current Report on Form 8-K as Exhibit 10.2 and Exhibit 10.3, respectively.