SES AI Corp (SES) SEC Filings & Earnings Calls

Delisting notice may lead to trading suspension, loss of exchange listing, and potential default on covenants.

“Item 3.01: received a delisting notice or transferred listing to another exchange”

Net loss widened sequentially due to non-cash change in fair value of sponsor earn-out liabilities and bad-debt provision.

“The sequential increase in GAAP net loss was primarily driven by a non-cash change in the fair value of the sponsor earn-out liabilities.” · word for word

Revenue declined sequentially from $6.7M in Q1 2026 to $5.1M in Q2 2026.

“Our revenue for the second quarter was $5.1 million, compared to $6.7 million in the first quarter of 2026” · word for word

Gross Margin Compression

“Gross margin for the three and six months ended June 30, 2026 and 2025 were 22.6% and 20.0% as well as 73.7% and 76.8%, respectively.” · word for word

Dependence on UZ Energy Acquisition

“The increased revenue was primarily driven by increased product revenue for ESS system sales from UZ Energy, which was acquired in third quarter of 2025.” · word for word

Cash Burn

“Net cash used in operating activities of $33.6 million for the six months ended June 30, 2026.” · word for word

Delisting risk if stock price does not recover above $1.00 within six-month cure period.

“NYSE notice of non-compliance with Section 802.01C”

Litigation risk

“On April 27, 2026, a putative class action lawsuit was filed ... alleging that the Company made false statements and/or omissions in its SEC and other public disclosures about its business prospects.”

Key person / governance risk

“SES is a “controlled company” ... because our Chief Executive Officer and certain entities affiliated with him own more than 50% of the total voting power.” · word for word

Revenue mix risk / margin compression

“Gross profit margin for the three months ended March 31, 2026 and March 31, 2025 were 18.1% and 78.7%, respectively.” · word for word

Service revenue decline / customer concentration

“Service revenues decreased $5.5 million, or nearly 95%, to $0.3 million for the three months ended March 31, 2026 compared to $5.8 million for the three months ended March 31, 2025.” · word for word

Cash burn / funding need

“We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a few more years.” · word for word

CFO transition introduces execution risk during a growth phase; new CFO has no prior battery/energy storage experience.

“Jing Nealis stepping down as CFO; Yi Liu appointed with background in fintech and insurance, not energy storage.”

Gross margin decline YoY from 78.7% to 18.1% due to shift to product-based revenue; margin sustainability uncertain.

“Year-over-year decline in gross margin reflects the shift in our revenue composition from high-margin OEM service contracts... to product-based revenue.” · word for word

Preliminary unaudited results subject to change; potential material variance.

“Such amounts are subject to the completion and finalization of the Company’s financial and accounting closing procedures, including its audit.” · word for word

Supply chain and logistics constraints could impact future revenue.

“orders that were previously disclosed as having been delayed from the fourth quarter of 2025 due primarily to logistics constraints.” · word for word

Revenue concentration in early-stage ESS and drone markets; low gross margins; reliance on OEM services contracts that may not recur.

“Full-year 2025 revenues included one-time contributions from OEM services contracts... ESS hardware business... projected to operate at around 15% gross margin.” · word for word

Execution risk on facility conversion and NDAA compliance for drone cells.

“We plan to convert our lines from EV pouch 100Ah cells to 10Ah pouch cells... exploring even larger NDAA-compliant... manufacturing capacities in Southeast Asia.” · word for word

Delisting risk due to low stock price

“We previously received notice from the New York Stock Exchange (“NYSE”) indicating that we did not satisfy the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”), as the average closing price of our common stock was less than $1.00 per share over a consecutive 30 trading-day period.” · word for word

Controlled company governance risk

“As of March 2, 2026, the SES Founder Group owned approximately 12.0% of our outstanding common stock and 57.6% of the total voting power.” · word for word

History of material weaknesses in internal controls

“We have a history of material weaknesses in our internal control over financial reporting (which have since been remediated).” · word for word

Warrant dilution risk

“As of December 31, 2025, were 14,213,280 warrants outstanding.” · word for word

Early-stage commercialization risk

“As an early-stage growth company that has just begun the commercialization stage of development, the net operating losses we have incurred since inception are consistent with our strategy and budget.” · word for word

Dependence on additional funding

“We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a number of years.” · word for word

Continued net losses and cash burn; reliance on external funding and partnerships.

“GAAP net loss of $20.9 million; cash used in operations $14.3 million.”

Integration risk from UZ Energy acquisition and JV execution.

“Completed acquisition of UZ Energy... Launched Joint Venture with Hisun New Materials.” · word for word