SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Address of principal executive offices, including zip code)|
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
|Item 2.05.|| |
Costs Associated with Exit or Disposal Activities.
On December 15, 2022, the Board of Directors (the “Board”) of TuSimple Holdings Inc. (the “Company”) authorized a broad restructuring plan to rebalance the Company’s cost structure in alignment with its strategic priorities (the “Restructuring Plan”). The Restructuring Plan includes the reduction in workforce by approximately 350 employees, or 25% of the Company’s global workforce and the impairment of an immaterial amount of non-current assets.
Following the workforce reduction per the Restructuring Plan, the Company’s global full-time employees (“FTEs”) are expected to be approximately 1,100, including approximately 880 Research & Development FTEs.
The Company currently estimates that it will incur charges of approximately $10 million to $11 million in connection with the Restructuring Plan, consisting primarily of cash expenditures for employee transition, notice period and severance payments, employee benefits, and related costs as well as non-cash impairment charges of certain non-current assets. These charges are expected to be partly offset by a net stock-based compensation benefit of approximately $3 million related to the modification of share-based awards. The majority of the restructuring charges per the Restructuring Plan will be recorded in the fourth quarter of 2022, and the full execution of the Restructuring Plan will be substantially complete by the end of fiscal year 2023.
The foregoing estimates of the charges the Company expects to incur under the Restructuring Plan are subject to assumptions and actual charges may differ from such estimates.
|Item 7.01.|| |
Regulation FD Disclosure.
The Company issued a press release in connection with the Restructuring Plan. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K and incorporated herein by reference.
|Item 9.01.|| |
Financial Statements and Exhibits.
|99.1||Press Release issued by TuSimple Holdings Inc. on December 21, 2022.|
|104||Cover Page Interactive Data File (formatted as Inline XBRL).|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|TuSimple Holdings Inc.|
|Chief Financial Officer|
Dated: December 21, 2022
TuSimple Announces Restructuring with a Focus on Investing in R&D to Advance Autonomous Trucking Technology
Key points of the restructuring plan:
Focus on capital discipline given macroeconomic conditions and industry readiness.
Strategic investments on highest value-added projects, namely the validation and commercialization of TuSimples leading autonomous trucking technology.
Restructuring impacts approximately 350 employees, or 25% of TuSimples workforce; 80% of the remaining approximately 1,100 TuSimple employees are in R&D functions.
One-time restructuring charge of approximately $10 million to $11 million, with the majority recognized in the fourth quarter of 2022 and paid in the first quarter of 2023.
Compensation related restructuring savings expected to be $55 million to $65 million on an annual basis.
SAN DIEGO, (December 21, 2022) TuSimple (Nasdaq: TSP), a global autonomous driving technology company, announced a restructuring plan designed to set the Company on the course to long-term success as a leader in the autonomous trucking industry.
The announced restructuring plan involves a 25 percent reduction of TuSimples total workforce. 80 percent of the remaining staff are in research and development, and many of these are engineers critical to hardware and software resilience, reliability, safety, and information security. TuSimple plans to actively work with key shipping partners to operationalize its autonomous technology, and in an effort to help ensure capital efficiency, the company also plans to scale back freight expansion, including unprofitable freight lanes and respective trucking operations. Trucking operations along those lanes utilize previous generation autonomous software that provides limited value to the Companys on-going technology development. The majority of the restructuring is in the Companys U.S. operations as the Company continues its plan to explore strategic alternatives for its Asia business, including a divestiture.
Returning to lead TuSimple one month ago, CEO Cheng Lu made the commitment to set the Company on the path towards stability and long-term success. In the past 30 days, the Company has named three independent directors to the board, reconstituted its board committees, including an independent audit committee in compliance with Nasdaq requirements, and stabilized the management team, including naming its interim CFO, Eric Tapia, as permanent CFO. In addition, Mike Mosier, one of the new independent board members, was named as TuSimples Security Director a position which required review and a notice of non-objection from CFIUS.
I returned to TuSimple as CEO to help address a number of challenges and set the Company up for long-term success. This required evaluating our entire workforce and making tough decisions. Its no secret that the current economic environment is difficult. We must be prudent with our capital and operate as efficiently as possible. While I deeply regret the impact this has on those affected, I believe it is a necessary step as TuSimple continues down our path to commercialization. This is part of our overall strategy to prioritize investments that bring the most value to shareholders, and position TuSimple as a customer-focused, product-driven organization. Cheng Lu, TuSimple President and CEO.
TuSimple is a global autonomous driving technology company headquartered in San Diego, California, with operations in Arizona, Texas, Europe, and China. Founded in 2015, TuSimple is developing a commercial-ready, fully autonomous (SAE Level 4) driving solution for long-haul heavy-duty trucks. TuSimple aims to transform the $4 trillion global truck freight industry through the companys leading AI technology, which makes it possible for trucks to drive safely autonomously, operate nearly continuously, and reduce fuel consumption by 10%+ relative to manually driven trucks. Global achievements include the worlds first fully autonomous, driver-out semi-truck run on open public roads, and development of the worlds first Autonomous Freight Network (AFN). Visit us at www.tusimple.com.
This press release contains forward-looking statements. These statements are based on current expectations as of the date of this press release and involve a number of risks and uncertainties, which may cause results to differ materially from those indicated by these forward-looking statements. Many important factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to, the Companys restructuring plan including potential cost-savings, autonomous driving being an emerging technology, the development of the Companys technologies and products, the Companys limited operating history in a new market, the regulations governing autonomous vehicles, changes in the Companys board of directors and senior management, the Companys dependence on its senior management team, reliance on third-party suppliers, potential product liability or warranty claims, the protection of the Companys intellectual property, securities class action litigation, strategic alternatives for the Companys Asia business, and government or regulatory policies, inquiries and actions. Moreover, the Company operates in a competitive and rapidly changing environment, and new risks may emerge from time to time. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described under the caption Risk Factors in our most recent annual report on Form 10-K, filed with the SEC on February 24, 2022, and the Companys other filings with the SEC. These SEC filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. We do not give any assurance that we will achieve our expectations.
SOURCE TuSimple Holdings, Inc.
TuSimple Investor Relations
TuSimple Media Relations
We operate in the United States and this Privacy Statement is intended for users located in the United States. If you are located outside of the U.S., please be aware that the information we collect will be processed in the U.S. and will be subject to U.S. law. By accessing or using the Services or otherwise providing information to us, you consent to the processing, transfer and storage of information in and to the U.S. and other countries, where you may not have the same rights and protections as you do under local law.
Presently, the personal information we may collect includes:
The technologies we use for this automatic data collection may include cookies, web beacons, tracking pixels, and other tracking technologies on our website, including:
Like many companies, we and our service providers may use "cookies" and other tracking technologies to gather information about your visit to our Website (see “Information We Collect” above). We use these tools to measure site activity, provide a better user experience, and to deliver, evaluate and tailor our marketing communications and online advertisements for you. Cookies are used by websites and web browsers to maintain information regarding your previous activities on a website, including what content has been displayed to you. Cookies are also used to optimize the performance of our Website.
We may use the personal information you provide to us or that we collect about you to:
We may aggregate or de-identify information such that it is no longer linked to you or your device. This notice does not limit our ability to use or disclose aggregated or de-identified information that is not linked to you.
We will not sell or rent your personal information to anyone.
At all times, TuSimple reserves the right to disclose your personal information where required by law or to comply with a valid legal process (such as a search warrant, subpoena, or court order), to investigate or remedy potential violations of our policies, to protect TuSimple’s rights or property, or during emergencies when personal safety is at risk.
We may also share your personal information with our third-party service providers (but only as necessary to provide services to us) and our affiliates, in which case we will require those third-party service providers and affiliates to keep such information confidential and use it only for the purposes for which we disclose it to them.
Among the third-party service providers that TuSimple uses, and which may collect your personal information on TuSimple’s behalf in order to provide services to TuSimple, are the following:
Finally, we may share your personal information with a buyer or other successor company in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of TuSimple’s assets, whether as a going concern or as part of a bankruptcy, liquidation, or similar proceeding, in which personal information held by TuSimple about our website visitors is among the assets transferred.
If you have any questions as to how we collect and use your personal information, or would like to opt out of any future contacts from us, please contact us at email@example.com. In addition, to the extent required by applicable law, you may have the right to request access to or delete your personal information. If you wish to do any of these things, please contact us at the email address listed above.
For your convenience and informational purposes, our Website may contain links to external websites that are not owned or controlled by TuSimple. TuSimple has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any external websites. If you visit such sites, your activities and the collection, use, and disclosure of information will be subject to the privacy policies and terms of the external websites or services, and not this Privacy Statement.
TuSimple’s website is not intended for children. It is intended for adults. We do not knowingly collect personal information from children under the age of 13. If we find out that a child under 13 has given us personal information, we will take steps to delete that information.
We have implemented reasonable measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure. But no security measures are 100% secure and, thus, we cannot guarantee the security of your information. Any transmission of personal information is at your own risk. We are not responsible for the circumvention by any third party of any privacy settings or security measures we implement.
For information regarding your privacy as a candidate for a position with TuSimple, please visit our Candidate Privacy Statement.
In some places you may have certain rights under privacy and data protection laws. These may include the right to request to have your personal information updated or deleted, to access your personal information, or to object to TuSimple using that personal information for certain purposes. These rights are subject to verification and certain exceptions. If you are a California resident, for instance, state law affords you certain privacy rights. You can learn more about these in the next section, “California Privacy Rights and Additional Information.”
No matter where you are from, if you have questions or concerns about TuSimple’s privacy practices or this Privacy Statement, please contact us at firstname.lastname@example.org.
If you are a California resident, the California Consumer Privacy Act (“CCPA”) allows you to make certain requests about your personal information (as defined in the CCPA). Specifically, the CCPA allows you to request that we:
Please note that certain information may be exempt from such requests under California law. For example, we need certain information in order to provide our Website to you.
The CCPA further provides you with the right not to be discriminated against (as provided for by applicable law) for exercising your access or deletion rights.
If you would like to exercise these rights please contact us as email@example.com.
If you are a California resident you have the right to request information from TuSimple regarding the manner in which TuSimple shares certain categories of your personal information with third-parties, for the third-parties’ direct marketing purposes. We do not share personal information for such purposes.
This Privacy Statement explains what information we collect during the application and recruitment process, how we use that information, and how you may access and update it.
TuSimple’s hiring process consists of multiple steps designed to evaluate your skills and qualifications for a particular position. When you choose to participate in the TuSimple hiring process, TuSimple may collect or obtain personal information about you. This information may include:
TuSimple will use the information that you provide to assist in our recruitment and hiring process, including the following:
We will retain your personal information for the period necessary to fulfill the purposes outlined in this statement unless longer retention is required by law or for auditing purposes.
If you have concerns or questions about this Privacy Statement for Applicants and Candidates or about TuSimple’s privacy practices, you may contact us at firstname.lastname@example.org
In some places, you may have certain rights under data protection law. These may include the right to have your information updated or deleted, to access your information, or to object to TuSimple using it for certain purposes.
If you wish to access, correct, or delete your information, please contact email@example.com. We will process requests in accordance with applicable law, and there may be circumstances where we are not able to comply with your request.
We may update this Privacy Statement from time to time. We will post any changes to this policy to this page.