Luminar Technologies, Inc./DE 8-K

What Happened
Luminar Technologies, Inc. (the “Company”), which filed chapter 11 petitions on December 15, 2025, announced on January 11, 2026 that it entered a purchase agreement with Quantum Computing Inc. to sell specified assets of its LiDAR business for $22,000,000 in cash. The buyer is expected to be the “stalking horse” bidder subject to Bankruptcy Court approval and a court‑supervised auction under section 363 of the Bankruptcy Code. Separately, Nasdaq notified Luminar on January 8, 2026 that it will file a Form 25 to delist and deregister the Company’s common stock; trading on Nasdaq was suspended on December 24, 2025 and the shares now trade on the OTC Market as “LAZRQ.”

Key Details

• Purchase price: $22,000,000 cash for specified LiDAR business assets (Purchase Agreement dated January 11, 2026, with Quantum Computing Inc.).
• Bankruptcy status: Luminar and certain subsidiaries are debtors in Chapter 11 (filed Dec 15, 2025); sale is subject to Bankruptcy Court approval and higher or better bids at auction.
• Break-up protections: If the stalking‑horse buyer is outbid, it may be entitled to a break‑up fee equal to 3% of the cash consideration plus up to $500,000 in expense reimbursement.
• Nasdaq delisting: Nasdaq will file Form 25 (press release scheduled Jan 13, 2026); delisting effective ~10 days and deregistration under Section 12(b) effective ~90 days after that filing; stock suspended on Nasdaq since Dec 24, 2025 and currently trades OTC as LAZRQ.

Why It Matters
This filing signals a potential sale of Luminar’s LiDAR assets that could generate $22M in cash for the bankrupt estate, but the transaction is not final — it requires court approval, may be outbid at auction, and depends on customary closing conditions (including antitrust review). For investors, the Nasdaq delisting and move to the OTC market reduces liquidity and may affect the ability to trade and price the shares. The outcome of the Chapter 11 process (including any confirmed sales) will materially affect recoveries for creditors and equity holders; investors should monitor Bankruptcy Court filings and auction/sale outcomes closely.