Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-258991
Prospectus Supplement No. 3
(To Prospectus dated April 5, 2022)
Berkshire Grey, Inc.
220,207,460 Shares of Class A Common Stock
5,166,667 Warrants to Purchase Class A Common Stock
_____________________
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 5, 2022 (the “Prospectus”), related to the resale, from time to time, by the selling securityholders (including their pledgees, donees, transferees or other successors-in-interest) identified in the Prospectus of (i) up to 205,457,460 shares of our Class A common stock and (ii) up to 5,166,667 Private Placement Warrants (as defined therein) and the issuance by us of up to 14,750,000 shares of Class A common stock upon the exercise of outstanding warrants, with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022 (the “Quarterly Report”) and our Current Report on Form 8-K, filed with the SEC on October 5, 2002 (the “Form 8-K”). Accordingly, we have attached the Quarterly Report and Form 8-K to this prospectus supplement and this prospectus supplement incorporates into the Prospectus the information (other than information that is furnished and not deemed filed) contained in the Quarterly Report and Form 8-K.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Class A common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “BGRY” and our warrants are listed on the Nasdaq under the symbol “BGRYW.” On November 11, 2022, the closing sale price of our Class A common stock as reported on the Nasdaq was $1.15, and the closing sale price of our warrants as reported on the Nasdaq was $0.16.
_____________________
Our business and investment in our Class A common stock and warrants involve significant risks. See the section entitled “Risk Factors” beginning on page 6 of the Prospectus and in any applicable prospectus supplement to read about factors you should consider before buying our securities.
The date of this prospectus supplement is November 14, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2022
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to __________________
Commission File Number: 001-39768
Berkshire Grey, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
85-2994421 |
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
140 South Road Bedford, MA |
01730 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (833) 848-9900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A Common Stock, par value $0.0001 per share |
|
BGRY |
|
The NASDAQ Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
BGRYW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
|
|
|
|
|
|
|
Non-accelerated filer |
|
☒ |
|
Smaller reporting company |
|
☒ |
|
|
|
|
|
|
|
Emerging growth company |
|
☒ |
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 10, 2022, the registrant had 233,296,411 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class C common stock, par value $0.0001 per share, issued and outstanding.
Table of Contents
|
|
Page |
PART I. |
1 |
|
Item 1. |
1 |
|
|
1 |
|
|
Consolidated Statements of Operations and Comprehensive Loss |
2 |
|
Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit) |
3 |
|
5 |
|
|
6 |
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
24 |
Item 3. |
32 |
|
Item 4. |
32 |
|
PART II. |
34 |
|
Item 1. |
34 |
|
Item 1A. |
34 |
|
Item 2. |
34 |
|
Item 3. |
34 |
|
Item 4. |
34 |
|
Item 5. |
34 |
|
Item 6. |
35 |
|
36 |
||
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
BERKSHIRE GREY, INC.
Consolidated Balance Sheets
(Unaudited)
(in thousands, except for share data)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
77,616 |
|
|
$ |
171,089 |
|
Accounts receivable |
|
|
7,132 |
|
|
|
13,291 |
|
Inventories, net |
|
|
5,489 |
|
|
|
2,641 |
|
Deferred fulfillment costs (see Note 8 for related party transactions) |
|
|
7,711 |
|
|
|
7,689 |
|
Prepaid expenses |
|
|
4,947 |
|
|
|
5,138 |
|
Other current assets |
|
|
7,113 |
|
|
|
5,078 |
|
Total current assets |
|
|
110,008 |
|
|
|
204,926 |
|
Property and equipment, net |
|
|
10,487 |
|
|
|
10,874 |
|
Operating lease right-of-use assets |
|
|
7,710 |
|
|
|
— |
|
Restricted cash |
|
|
1,254 |
|
|
|
862 |
|
Other non-current assets |
|
|
22 |
|
|
|
22 |
|
Total assets |
|
$ |
129,481 |
|
|
$ |
216,684 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
8,774 |
|
|
$ |
6,766 |
|
Accrued expenses |
|
|
9,180 |
|
|
|
15,659 |
|
Contract liabilities |
|
|
14,875 |
|
|
|
19,216 |
|
Other current liabilities |
|
|
1,017 |
|
|
|
146 |
|
Total current liabilities |
|
|
33,846 |
|
|
|
41,787 |
|
Share-based compensation liability |
|
|
3,335 |
|
|
|
15,435 |
|
Warrant liabilities |
|
|
2,631 |
|
|
|
13,277 |
|
Operating lease liabilities, noncurrent |
|
|
8,863 |
|
|
|
— |
|
Other non-current liabilities |
|
|
— |
|
|
|
1,954 |
|
Total liabilities |
|
$ |
48,675 |
|
|
$ |
72,453 |
|
Stockholders’ equity: |
|
|
|
|
|
|
||
Common stock – Class A shares, $0.0001 par value; 385,000,000 shares authorized as of September 30, 2022 and December 31, 2021, 229,862,845 and 225,428,187 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively; Class C shares, par value $0.0001, 5,750,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 |
|
|
24 |
|
|
|
24 |
|
Additional paid-in capital |
|
|
465,355 |
|
|
|
449,307 |
|
Accumulated deficit |
|
|
(384,516 |
) |
|
|
(305,084 |
) |
Accumulated other comprehensive (loss) |
|
|
(57 |
) |
|
|
(16 |
) |
Total stockholders’ equity |
|
|
80,806 |
|
|
|
144,231 |
|
Total liabilities and stockholders’ equity |
|
$ |
129,481 |
|
|
$ |
216,684 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
1
BERKSHIRE GREY, INC.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except for share data)
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Revenue, net (see Note 8 for related party transactions) |
|
$ |
23,597 |
|
|
$ |
18,794 |
|
|
$ |
52,537 |
|
|
$ |
27,262 |
|
Cost of revenue (see Note 8 for related party transactions) |
|
|
24,811 |
|
|
|
21,543 |
|
|
|
57,918 |
|
|
|
31,481 |
|
Gross loss |
|
|
(1,214 |
) |
|
|
(2,749 |
) |
|
|
(5,381 |
) |
|
|
(4,219 |
) |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense |
|
|
2,107 |
|
|
|
19,286 |
|
|
|
16,773 |
|
|
|
28,138 |
|
Sales and marketing expense |
|
|
7,053 |
|
|
|
7,174 |
|
|
|
11,107 |
|
|
|
45,197 |
|
Research and development expense |
|
|
17,413 |
|
|
|
17,745 |
|
|
|
56,683 |
|
|
|
45,797 |
|
Total operating expenses |
|
|
26,573 |
|
|
|
44,205 |
|
|
|
84,563 |
|
|
|
119,132 |
|
Loss from operations |
|
|
(27,787 |
) |
|
|
(46,954 |
) |
|
|
(89,944 |
) |
|
|
(123,351 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income, net |
|
|
23 |
|
|
9 |
|
|
|
36 |
|
|
|
23 |
|
|
Change in fair value of warrant liabilities |
|
|
907 |
|
|
|
6,490 |
|
|
|
10,645 |
|
|
|
6,490 |
|
Other (expense), net |
|
|
(12 |
) |
|
|
(17 |
) |
|
|
(110 |
) |
|
|
(57 |
) |
Net loss before income taxes |
|
|
(26,869 |
) |
|
|
(40,472 |
) |
|
|
(79,373 |
) |
|
|
(116,895 |
) |
Income tax |
|
|
13 |
|
|
|
28 |
|
|
|
59 |
|
|
|
40 |
|
Net loss |
|
$ |
(26,882 |
) |
|
$ |
(40,500 |
) |
|
$ |
(79,432 |
) |
|
$ |
(116,935 |
) |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net foreign currency translation adjustments |
|
|
(17 |
) |
|
|
— |
|
|
|
(57 |
) |
|
|
(5 |
) |
Total comprehensive loss |
|
$ |
(26,899 |
) |
|
$ |
(40,500 |
) |
|
$ |
(79,489 |
) |
|
$ |
(116,940 |
) |
Net loss per common share (Class A and C) – basic and diluted |
|
$ |
(0.11 |
) |
|
$ |
(0.22 |
) |
|
$ |
(0.34 |
) |
|
$ |
(1.52 |
) |
Weighted average shares outstanding – basic and diluted |
|
|
234,680,988 |
|
|
|
183,838,219 |
|
|
|
233,265,195 |
|
|
|
76,685,048 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2
BERKSHIRE GREY, INC.
Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)
(Unaudited)
(in thousands, except share data)
|
|
Mezzanine equity |
|
|
|
Common stock |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Total |
|
||||||||||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
|
Class A Shares |
|
|
Amount |
|
|
Class C Shares |
|
|
Amount |
|
|
capital |
|
|
deficit |
|
|
income (loss) |
|
|
equity(deficit) |
|
||||||||||
Balance – December 31, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
|
225,428,187 |
|
|
$ |
24 |
|
|
|
5,750,000 |
|
|
$ |
— |
|
|
$ |
449,307 |
|
|
$ |
(305,084 |
) |
|
$ |
(16 |
) |
|
$ |
144,231 |
|
Proceeds from exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
|
1,296,415 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
823 |
|
|
|
— |
|
|
|
— |
|
|
|
823 |
|
Reclassification of restricted stock to equity |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
706 |
|
|
|
— |
|
|
|
— |
|
|
|
706 |
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
4,408 |
|
|
|
|
|
|
|
|
|
4,408 |
|
|||||||
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
(7 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(23,566 |
) |
|
|
— |
|
|
|
(23,566 |
) |
Balance – March 31, 2022 |
|
|
— |
|
|
|
— |
|
|
|
|
226,724,602 |
|
|
|
24 |
|
|
|
5,750,000 |
|
|
|
— |
|
|
|
455,244 |
|
|
|
(328,650 |
) |
|
|
(23 |
) |
|
|
126,595 |
|
Proceeds from exercise of stock options and vesting of RSUs |
|
|
— |
|
|
|
— |
|
|
|
|
1,323,313 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,005 |
|
|
|
— |
|
|
|
— |
|
|
|
1,005 |
|
Reclassification of restricted stock to equity |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,138 |
|
|
|
— |
|
|
|
— |
|
|
|
2,138 |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,049 |
|
|
|
— |
|
|
|
— |
|
|
|
4,049 |
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
(17 |
) |
|
|
(17 |
) |
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(28,984 |
) |
|
|
— |
|
|
|
(28,984 |
) |
Balance – June 30, 2022 |
|
|
— |
|
|
|
— |
|
|
|
|
228,047,915 |
|
|
|
24 |
|
|
|
5,750,000 |
|
|
|
— |
|
|
|
462,436 |
|
|
|
(357,634 |
) |
|
|
(40 |
) |
|
|
104,786 |
|
Proceeds from exercise of stock options and vesting of RSUs |
|
|
— |
|
|
|
— |
|
|
|
|
1,814,930 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,385 |
|
|
|
— |
|
|
|
— |
|
|
|
1,385 |
|
Reclassification of restricted stock to equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
400 |
|
|
|
— |
|
|
|
— |
|
|
|
400 |
|
||||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(582 |
) |
|
|
— |
|
|
|
— |
|
|
|
(582 |
) |
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17 |
) |
|
|
(17 |
) |
FedEx warrant provision |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,716 |
|
|
|
— |
|
|
|
— |
|
|
|
1,716 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(26,882 |
) |
|
|
— |
|
|
|
(26,882 |
) |
Balance – September 30, 2022 |
|
|
— |
|
|
|
— |
|
|
|
|
229,862,845 |
|
|
|
24 |
|
|
|
5,750,000 |
|
|
|
— |
|
|
|
465,355 |
|
|
|
(384,516 |
) |
|
|
(57 |
) |
|
|
80,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance – December 31, 2020 |
|
|
28,207,674 |
|
|
$ |
223,442 |
|
|
|
|
3,623,109 |
|
|
$ |
3 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
17,578 |
|
|
$ |
(151,704 |
) |
|
$ |
1 |
|
|
$ |
(134,122 |
) |
3
Retroactive application of recapitalization due to Merger (See note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mezzanine Equity |
|
|
137,536,388 |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common Stock |
|
|
— |
|
|
|
— |
|
|
|
|
17,665,736 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Balance - December 31, 2020, after effect of Merger |
|
|
165,744,062 |
|
|
|
223,442 |
|
|
|
|
21,288,845 |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
17,578 |
|
|
|
(151,704 |
) |
|
|
1 |
|
|
|
(134,121 |
) |
Proceeds from exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
|
1,347,220 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
278 |
|
|
|
— |
|
|
|
— |
|
|
|
278 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,165 |
|
|
|
— |
|
|
|
— |
|
|
|
1,165 |
|
Other comprehensive income (loss) |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6 |
) |
|
|
(6 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(44,681 |
) |
|
|
— |
|
|
|
(44,681 |
) |
Balance – March 31, 2021 |
|
|
165,744,062 |
|
|
$ |
223,442 |
|
|
|
|
22,636,065 |
|
|
$ |
4 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
19,021 |
|
|
$ |
(196,385 |
) |
|
$ |
(5 |
) |
|
$ |
(177,365 |
) |
Proceeds from exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
|
253,149 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
217 |
|
|
|
— |
|
|
|
— |
|
|
|
217 |
|
Reclassification of restricted stock to equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,836 |
|
|
|
|
|
|
|
|
|
8,836 |
|
||||||||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,163 |
|
|
|
— |
|
|
|
— |
|
|
|
1,163 |
|
Other comprehensive income (loss) |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||||||||||||||||||||||||||||