view-20230630
false0001811856December 312023Q2.0167.0167.0167.025.0222.02.0182.01670.01670.0167310.0124611P3DP3DP1Y00018118562023-01-012023-06-300001811856us-gaap:CommonClassAMember2023-01-012023-06-300001811856us-gaap:WarrantMember2023-01-012023-06-3000018118562023-08-07xbrli:shares00018118562023-06-30iso4217:USD00018118562022-12-310001811856us-gaap:NonrelatedPartyMember2023-06-300001811856us-gaap:NonrelatedPartyMember2022-12-310001811856us-gaap:RelatedPartyMember2023-06-300001811856us-gaap:RelatedPartyMember2022-12-31iso4217:USDxbrli:shares0001811856us-gaap:SubsequentEventMember2023-07-262023-07-26xbrli:pure0001811856us-gaap:NonrelatedPartyMember2023-04-012023-06-300001811856us-gaap:NonrelatedPartyMember2022-04-012022-06-300001811856us-gaap:NonrelatedPartyMember2023-01-012023-06-300001811856us-gaap:NonrelatedPartyMember2022-01-012022-06-300001811856us-gaap:RelatedPartyMember2023-04-012023-06-300001811856us-gaap:RelatedPartyMember2022-04-012022-06-300001811856us-gaap:RelatedPartyMember2023-01-012023-06-300001811856us-gaap:RelatedPartyMember2022-01-012022-06-3000018118562023-04-012023-06-3000018118562022-04-012022-06-3000018118562022-01-012022-06-300001811856us-gaap:CommonStockMember2022-12-310001811856us-gaap:AdditionalPaidInCapitalMember2022-12-310001811856us-gaap:RetainedEarningsMember2022-12-310001811856us-gaap:CommonStockMember2023-01-012023-03-310001811856us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-3100018118562023-01-012023-03-310001811856us-gaap:RetainedEarningsMember2023-01-012023-03-310001811856us-gaap:CommonStockMember2023-03-310001811856us-gaap:AdditionalPaidInCapitalMember2023-03-310001811856us-gaap:RetainedEarningsMember2023-03-3100018118562023-03-310001811856us-gaap:CommonStockMember2023-04-012023-06-300001811856us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300001811856us-gaap:RetainedEarningsMember2023-04-012023-06-300001811856us-gaap:CommonStockMember2023-06-300001811856us-gaap:AdditionalPaidInCapitalMember2023-06-300001811856us-gaap:RetainedEarningsMember2023-06-300001811856us-gaap:CommonStockMember2021-12-310001811856us-gaap:AdditionalPaidInCapitalMember2021-12-310001811856us-gaap:RetainedEarningsMember2021-12-3100018118562021-12-310001811856us-gaap:CommonStockMember2022-01-012022-03-310001811856us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-3100018118562022-01-012022-03-310001811856us-gaap:RetainedEarningsMember2022-01-012022-03-310001811856us-gaap:CommonStockMember2022-03-310001811856us-gaap:AdditionalPaidInCapitalMember2022-03-310001811856us-gaap:RetainedEarningsMember2022-03-3100018118562022-03-310001811856us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-300001811856us-gaap:RetainedEarningsMember2022-04-012022-06-300001811856us-gaap:CommonStockMember2022-06-300001811856us-gaap:AdditionalPaidInCapitalMember2022-06-300001811856us-gaap:RetainedEarningsMember2022-06-3000018118562022-06-300001811856us-gaap:ConvertibleDebtMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2022-10-012022-12-310001811856us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMemberview:CustomerOneMember2023-01-012023-06-300001811856view:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2023-01-012023-06-300001811856us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMemberview:CustomerThreeMember2023-01-012023-06-300001811856us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMemberview:CustomerOneMember2022-01-012022-06-300001811856view:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-01-012022-06-300001811856us-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMemberview:OneCustomerMember2023-01-012023-06-300001811856us-gaap:CustomerConcentrationRiskMemberview:TwoCustomersMemberus-gaap:AccountsReceivableMember2022-01-012022-12-310001811856us-gaap:CustomerConcentrationRiskMemberview:CustomerOneMemberus-gaap:AccountsReceivableMember2022-01-012022-12-310001811856view:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2022-01-012022-12-310001811856view:SupplierOneMemberus-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsTotalMember2023-01-012023-06-300001811856view:SupplierTwoMemberus-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsTotalMember2023-01-012023-06-300001811856view:SupplierOneMemberus-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsTotalMember2022-01-012022-06-300001811856view:SupplierTwoMemberus-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsTotalMember2022-01-012022-06-300001811856us-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsTotalMemberview:SupplierThreeMember2022-01-012022-06-30view:segment0001811856view:ReverseStockSplitOptionOneMemberus-gaap:SubsequentEventMember2023-07-252023-07-250001811856view:ReverseStockSplitOptionTwoMemberus-gaap:SubsequentEventMember2023-07-252023-07-250001811856view:ReverseStockSplitOptionThreeMemberus-gaap:SubsequentEventMember2023-07-252023-07-250001811856view:ReverseStockSplitOptionFourMemberus-gaap:SubsequentEventMember2023-07-252023-07-250001811856view:ReverseStockSplitOptionFiveMemberus-gaap:SubsequentEventMember2023-07-252023-07-250001811856us-gaap:ProductMember2023-04-012023-06-300001811856us-gaap:ProductMember2022-04-012022-06-300001811856us-gaap:ProductMember2023-01-012023-06-300001811856us-gaap:ProductMember2022-01-012022-06-300001811856us-gaap:ServiceMember2023-04-012023-06-300001811856us-gaap:ServiceMember2022-04-012022-06-300001811856us-gaap:ServiceMember2023-01-012023-06-300001811856us-gaap:ServiceMember2022-01-012022-06-300001811856view:SmartBuildingPlatformMember2023-04-012023-06-300001811856view:SmartBuildingPlatformMember2022-04-012022-06-300001811856view:SmartBuildingPlatformMember2023-01-012023-06-300001811856view:SmartBuildingPlatformMember2022-01-012022-06-300001811856view:SmartGlassMember2023-04-012023-06-300001811856view:SmartGlassMember2022-04-012022-06-300001811856view:SmartGlassMember2023-01-012023-06-300001811856view:SmartGlassMember2022-01-012022-06-300001811856view:SmartBuildingTechnologiesMember2023-04-012023-06-300001811856view:SmartBuildingTechnologiesMember2022-04-012022-06-300001811856view:SmartBuildingTechnologiesMember2023-01-012023-06-300001811856view:SmartBuildingTechnologiesMember2022-01-012022-06-300001811856country:US2023-04-012023-06-300001811856country:US2022-04-012022-06-300001811856country:US2023-01-012023-06-300001811856country:US2022-01-012022-06-300001811856country:CA2023-04-012023-06-300001811856country:CA2022-04-012022-06-300001811856country:CA2023-01-012023-06-300001811856country:CA2022-01-012022-06-300001811856view:OtherGeographicalAreasMember2023-04-012023-06-300001811856view:OtherGeographicalAreasMember2022-04-012022-06-300001811856view:OtherGeographicalAreasMember2023-01-012023-06-300001811856view:OtherGeographicalAreasMember2022-01-012022-06-3000018118562023-07-012023-06-300001811856srt:MinimumMember2023-07-012023-06-300001811856srt:MaximumMember2023-07-012023-06-300001811856us-gaap:FairValueInputsLevel1Member2023-06-300001811856us-gaap:FairValueInputsLevel2Member2023-06-300001811856us-gaap:FairValueInputsLevel1Member2022-12-310001811856us-gaap:FairValueInputsLevel2Member2022-12-310001811856us-gaap:FairValueInputsLevel3Member2022-12-310001811856view:SponsorEarnOutLiabilityMember2022-12-310001811856view:PrivateWarrantsLiabilityMember2022-12-310001811856view:SponsorEarnOutLiabilityMember2023-01-012023-06-300001811856view:PrivateWarrantsLiabilityMember2023-01-012023-06-300001811856view:SponsorEarnOutLiabilityMember2023-06-300001811856view:PrivateWarrantsLiabilityMember2023-06-300001811856view:SponsorEarnOutLiabilityMember2023-04-012023-06-300001811856view:SponsorEarnOutLiabilityMember2022-04-012022-06-300001811856view:SponsorEarnOutLiabilityMember2022-01-012022-06-300001811856view:PrivateWarrantsMemberus-gaap:WarrantMember2023-04-012023-06-300001811856view:PrivateWarrantsMemberus-gaap:WarrantMember2022-04-012022-06-300001811856view:PrivateWarrantsMemberus-gaap:WarrantMember2023-01-012023-06-300001811856view:PrivateWarrantsMemberus-gaap:WarrantMember2022-01-012022-06-3000018118562021-03-080001811856view:EarnoutTriggeringEventOneMember2021-03-082021-03-080001811856view:EarnoutTriggeringEventOneMember2021-03-080001811856view:EarnoutTriggeringEventTwoMember2021-03-080001811856view:EarnoutTriggeringEventTwoMember2021-03-082021-03-080001811856view:EarnoutTriggeringEventThreeMember2021-03-080001811856view:EarnoutTriggeringEventThreeMember2021-03-082021-03-080001811856us-gaap:MeasurementInputSharePriceMemberview:SponsorEarnOutLiabilityMember2023-06-300001811856us-gaap:MeasurementInputSharePriceMemberview:SponsorEarnOutLiabilityMember2022-12-310001811856us-gaap:MeasurementInputPriceVolatilityMemberview:SponsorEarnOutLiabilityMember2023-06-300001811856us-gaap:MeasurementInputPriceVolatilityMemberview:SponsorEarnOutLiabilityMember2022-12-310001811856view:SponsorEarnOutLiabilityMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2023-06-300001811856view:SponsorEarnOutLiabilityMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2022-12-310001811856us-gaap:MeasurementInputExpectedTermMemberview:SponsorEarnOutLiabilityMember2023-06-300001811856us-gaap:MeasurementInputExpectedTermMemberview:SponsorEarnOutLiabilityMember2022-12-310001811856us-gaap:MeasurementInputExpectedDividendRateMemberview:SponsorEarnOutLiabilityMember2023-06-300001811856us-gaap:MeasurementInputExpectedDividendRateMemberview:SponsorEarnOutLiabilityMember2022-12-310001811856us-gaap:MeasurementInputSharePriceMemberview:PrivateWarrantsLiabilityMember2023-06-300001811856us-gaap:MeasurementInputSharePriceMemberview:PrivateWarrantsLiabilityMember2022-12-310001811856us-gaap:MeasurementInputPriceVolatilityMemberview:PrivateWarrantsLiabilityMember2023-06-300001811856us-gaap:MeasurementInputPriceVolatilityMemberview:PrivateWarrantsLiabilityMember2022-12-310001811856view:PrivateWarrantsLiabilityMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2023-06-300001811856view:PrivateWarrantsLiabilityMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2022-12-310001811856us-gaap:MeasurementInputExpectedTermMemberview:PrivateWarrantsLiabilityMember2023-06-300001811856us-gaap:MeasurementInputExpectedTermMemberview:PrivateWarrantsLiabilityMember2022-12-310001811856us-gaap:MeasurementInputExpectedDividendRateMemberview:PrivateWarrantsLiabilityMember2023-06-300001811856us-gaap:MeasurementInputExpectedDividendRateMemberview:PrivateWarrantsLiabilityMember2022-12-310001811856us-gaap:USTreasurySecuritiesMember2023-06-300001811856us-gaap:USGovernmentAgenciesDebtSecuritiesMember2023-06-300001811856us-gaap:CommercialPaperMember2022-12-310001811856us-gaap:CorporateBondSecuritiesMember2022-12-310001811856us-gaap:USTreasurySecuritiesMember2022-12-310001811856us-gaap:USGovernmentAgenciesDebtSecuritiesMember2022-12-310001811856us-gaap:UnfundedLoanCommitmentMember2021-06-3000018118562022-01-012022-12-3100018118562021-06-012021-06-3000018118562022-01-012022-09-300001811856view:IguMember2023-06-300001811856view:IguMember2022-12-310001811856view:AccruedExpensesAndOtherCurrentLiabilitiesMember2023-06-300001811856view:AccruedExpensesAndOtherCurrentLiabilitiesMember2022-12-310001811856us-gaap:StandbyLettersOfCreditMember2023-06-300001811856us-gaap:StandbyLettersOfCreditMember2022-12-310001811856us-gaap:StandbyLettersOfCreditMember2023-01-012023-06-3000018118562014-12-3100018118562014-12-012014-12-310001811856view:FederalGovernmentMemberview:NorthernDistrictOfMississippiEnvironmentalMatterMember2022-04-132022-04-130001811856view:MississippiCommissionOnEnvironmentalQualityMemberview:NorthernDistrictOfMississippiEnvironmentalMatterMember2022-04-132022-04-130001811856view:DesotoCountyRegionalUtilityAuthorityMemberview:NorthernDistrictOfMississippiEnvironmentalMatterMember2022-04-132022-04-130001811856view:EnvironmentalManagementSystemImplementationMemberview:NorthernDistrictOfMississippiEnvironmentalMatterMember2022-04-142023-06-300001811856view:WastewaterReductionPlanImplementationMemberview:NorthernDistrictOfMississippiEnvironmentalMatterMember2022-04-130001811856view:WastewaterReductionPlanImplementationMemberview:NorthernDistrictOfMississippiEnvironmentalMatterMember2022-04-142023-06-300001811856view:NorthernDistrictOfMississippiEnvironmentalMatterMember2022-04-132022-04-130001811856view:NorthernDistrictOfMississippiEnvironmentalMatterMember2023-01-012023-06-300001811856us-gaap:ConvertibleDebtMember2023-06-300001811856us-gaap:ConvertibleDebtMember2022-12-310001811856view:TermLoanMember2023-06-300001811856view:TermLoanMember2022-12-310001811856us-gaap:ConvertibleDebtMember2023-04-012023-06-300001811856us-gaap:ConvertibleDebtMember2022-04-012022-06-300001811856us-gaap:ConvertibleDebtMember2023-01-012023-06-300001811856us-gaap:ConvertibleDebtMember2022-01-012022-06-300001811856us-gaap:ConvertibleDebtMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2022-10-310001811856us-gaap:ConvertibleDebtMembersrt:DirectorMembersrt:MinimumMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2022-10-260001811856us-gaap:ConvertibleDebtMembersrt:DirectorMembersrt:MaximumMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2022-10-260001811856us-gaap:ConvertibleDebtMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2022-10-260001811856us-gaap:ConvertibleDebtMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2022-12-3100018118562022-10-262022-10-2600018118562022-10-260001811856us-gaap:ConvertibleDebtMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2022-10-262022-10-26view:day0001811856us-gaap:ConvertibleDebtMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2023-06-300001811856us-gaap:ConvertibleDebtMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2023-01-122023-01-120001811856us-gaap:ConvertibleDebtMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2023-01-120001811856stpr:MSview:TermLoanMember2010-11-220001811856view:AmendedAndRestatedTermLoanMember2020-10-222020-10-2200018118562020-10-2200018118562021-03-090001811856us-gaap:RestrictedStockUnitsRSUMember2022-04-012022-06-300001811856us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-06-300001811856us-gaap:ConvertibleDebtMemberview:UnsecuredConvertibleSeniorPIKToggleNotesMember2023-04-012023-06-300001811856view:CFPrincipalInvestmentsLLCAndYAIIPNLtdMemberus-gaap:PrivatePlacementMember2022-08-082022-08-080001811856view:CFPrincipalInvestmentsLLCAndYAIIPNLtdMemberus-gaap:PrivatePlacementMember2022-08-082023-06-300001811856view:CFPrincipalInvestmentsLLCAndYAIIPNLtdMemberus-gaap:PrivatePlacementMember2022-08-092022-12-310001811856view:PublicAndPrivateWarrantMember2023-06-300001811856view:PublicWarrantsMember2023-01-012023-06-300001811856view:PrivateWarrantsMember2023-01-012023-06-300001811856view:PrivateWarrantsMemberview:AugustTwoThousandTwentyMember2023-06-300001811856view:PublicWarrantsMemberview:AugustTwoThousandTwentyMember2023-06-3000018118562022-10-250001811856view:MarketVestedWarrantMember2022-10-252022-10-250001811856view:CommonStockWarrantsMemberview:WorxWellMember2021-12-012021-12-010001811856view:BetweenAugustTwoThousandTenToJuneTwoThousandElevenMemberMember2023-06-300001811856view:BetweenAugustTwoThousandTenToJuneTwoThousandElevenMemberMember2022-12-310001811856view:BetweenAugustTwoThousandElevenToJanuaryTwoThousandTwelveMemberMember2023-06-300001811856view:BetweenAugustTwoThousandElevenToJanuaryTwoThousandTwelveMemberMember2022-12-310001811856view:AugustTwoThousandTwelveMemberMember2023-06-300001811856view:AugustTwoThousandTwelveMemberMember2022-12-310001811856view:DecemberTwoThousandThirteenMember2023-06-300001811856view:DecemberTwoThousandThirteenMember2022-12-310001811856view:BetweenAprilTwoThousandSixteenToNovemberTwoThousandEighteenMember2023-06-300001811856view:BetweenAprilTwoThousandSixteenToNovemberTwoThousandEighteenMember2022-12-310001811856view:MarchTwoThousandSeventeenMember2023-06-300001811856view:MarchTwoThousandSeventeenMember2022-12-310001811856view:MarchTwoThousandFourteenMember2023-06-300001811856view:MarchTwoThousandFourteenMember2022-12-310001811856view:DecemberTwoThousandEighteenMember2023-06-300001811856view:DecemberTwoThousandEighteenMember2022-12-310001811856view:PrivateWarrantsMemberview:AugustTwoThousandTwentyMember2022-12-310001811856view:PublicWarrantsMemberview:AugustTwoThousandTwentyMember2022-12-310001811856view:DecemberTwoThousandTwentyOneMember2023-06-300001811856view:DecemberTwoThousandTwentyOneMember2022-12-310001811856view:OctoberTwoThousandTwentyTwoMember2023-06-300001811856view:OctoberTwoThousandTwentyTwoMember2022-12-310001811856view:TwoThousandTwentyOneEquityIncentivePlanMember2021-03-080001811856view:TwoThousandTwentyOneEquityIncentivePlanMember2023-06-300001811856view:TwoThousandEighteenAmendedAndRestatedEquityIncentivePlanMember2021-03-080001811856srt:OfficerMemberus-gaap:CommonClassAMemberus-gaap:EmployeeStockOptionMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2021-03-080001811856srt:OfficerMemberus-gaap:RestrictedStockUnitsRSUMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2021-03-082021-03-080001811856view:TwoThousandEighteenAmendedAndRestatedEquityIncentivePlanMembersrt:OfficerMemberus-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2021-03-082021-03-080001811856srt:OfficerMemberus-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheOneMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2021-03-082021-03-080001811856us-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:OfficerMemberus-gaap:EmployeeStockOptionMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2021-03-082021-03-080001811856view:TwoThousandTwentyOneChiefExecutiveOfficerIncentivePlanMember2023-01-012023-06-300001811856srt:OfficerMemberus-gaap:EmployeeStockOptionMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2021-03-082021-03-080001811856us-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:OfficerMemberus-gaap:RestrictedStockUnitsRSUMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2021-03-082021-03-080001811856srt:OfficerMemberus-gaap:RestrictedStockUnitsRSUMemberview:SharePriceHurdleAchievedOneMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2021-03-082021-03-080001811856srt:OfficerMemberus-gaap:RestrictedStockUnitsRSUMemberview:SharePriceHurdleAchievedTwoMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2021-03-082021-03-080001811856srt:OfficerMemberus-gaap:RestrictedStockUnitsRSUMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2022-08-052022-08-050001811856srt:OfficerMember2022-08-052022-08-050001811856srt:OfficerMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2022-08-050001811856srt:OfficerMemberview:EquityIncentivePlan2021ModifiedMember2022-08-050001811856srt:OfficerMemberview:EquityIncentivePlan2021ModifiedMember2022-08-052022-08-050001811856us-gaap:RestrictedStockUnitsRSUMemberview:EmployeesDirectorsAndOfficersMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2021-03-082023-03-310001811856srt:MinimumMemberus-gaap:RestrictedStockUnitsRSUMemberview:EmployeesDirectorsAndOfficersMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2022-08-052022-08-050001811856us-gaap:RestrictedStockUnitsRSUMembersrt:MaximumMemberview:EmployeesDirectorsAndOfficersMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2022-08-052022-08-050001811856us-gaap:RestrictedStockUnitsRSUMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2022-12-310001811856us-gaap:RestrictedStockUnitsRSUMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2023-01-012023-06-300001811856us-gaap:RestrictedStockUnitsRSUMemberview:TwoThousandTwentyOneEquityIncentivePlanMember2023-06-300001811856view:TwoThousandTwentyOneChiefExecutiveOfficerIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2023-01-012023-06-300001811856view:TwoThousandTwentyOneChiefExecutiveOfficerIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2022-01-012022-06-300001811856view:TwoThousandTwentyOneChiefExecutiveOfficerIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2023-06-300001811856view:TwoThousandTwentyOneChiefExecutiveOfficerIncentivePlanMemberus-gaap:CommonStockMember2021-03-080001811856view:CeoIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2023-01-012023-06-300001811856us-gaap:ShareBasedCompensationAwardTrancheTwoMemberview:CeoIncentivePlanMember2023-01-012023-06-300001811856us-gaap:ShareBasedCompensationAwardTrancheThreeMemberview:CeoIncentivePlanMember2023-01-012023-06-300001811856view:SharebasedPaymentArrangementTrancheFourMemberview:CeoIncentivePlanMember2023-01-012023-06-300001811856view:SharebasedPaymentArrangementTrancheFiveMemberview:CeoIncentivePlanMember2023-01-012023-06-300001811856view:SharebasedPaymentArrangementTrancheSixMemberview:CeoIncentivePlanMember2023-01-012023-06-300001811856view:SharebasedPaymentArrangementTrancheSevenMemberview:CeoIncentivePlanMember2023-01-012023-06-300001811856view:SharebasedPaymentArrangementTrancheEightMemberview:CeoIncentivePlanMember2023-01-012023-06-300001811856view:SharebasedPaymentArrangementTrancheNineMemberview:CeoIncentivePlanMember2023-01-012023-06-300001811856view:SharebasedPaymentArrangementTrancheTenMemberview:CeoIncentivePlanMember2023-01-012023-06-300001811856view:TwoThousandTwentyOneChiefExecutiveOfficerIncentivePlanMember2023-06-300001811856us-gaap:CostOfSalesMember2023-04-012023-06-300001811856us-gaap:CostOfSalesMember2022-04-012022-06-300001811856us-gaap:CostOfSalesMember2023-01-012023-06-300001811856us-gaap:CostOfSalesMember2022-01-012022-06-300001811856us-gaap:ResearchAndDevelopmentExpenseMember2023-04-012023-06-300001811856us-gaap:ResearchAndDevelopmentExpenseMember2022-04-012022-06-300001811856us-gaap:ResearchAndDevelopmentExpenseMember2023-01-012023-06-300001811856us-gaap:ResearchAndDevelopmentExpenseMember2022-01-012022-06-300001811856us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-04-012023-06-300001811856us-gaap:SellingGeneralAndAdministrativeExpensesMember2022-04-012022-06-300001811856us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-06-300001811856us-gaap:SellingGeneralAndAdministrativeExpensesMember2022-01-012022-06-300001811856view:AssetRelocationMember2023-04-012023-06-300001811856us-gaap:EmployeeStockOptionMember2023-01-012023-06-300001811856us-gaap:EmployeeStockOptionMember2022-01-012022-06-300001811856us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-06-300001811856us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-06-300001811856us-gaap:WarrantMember2023-01-012023-06-300001811856us-gaap:WarrantMember2022-01-012022-06-300001811856us-gaap:RedeemableConvertiblePreferredStockMember2023-01-012023-06-300001811856us-gaap:RedeemableConvertiblePreferredStockMember2022-01-012022-06-300001811856srt:ChiefExecutiveOfficerMemberview:NonQualifiedStockOptionAwardsMember2023-01-012023-06-300001811856srt:OfficerMemberus-gaap:RestrictedStockUnitsRSUMember2022-01-012022-06-300001811856srt:OfficerMemberus-gaap:RestrictedStockUnitsRSUMember2023-01-012023-06-300001811856us-gaap:ConvertibleDebtMembersrt:DirectorMember2023-06-300001811856us-gaap:ConvertibleDebtMembersrt:DirectorMember2022-12-310001811856us-gaap:ConvertibleDebtMembersrt:DirectorMember2023-04-012023-06-300001811856us-gaap:ConvertibleDebtMembersrt:DirectorMember2023-01-012023-06-300001811856us-gaap:ConvertibleDebtMembersrt:DirectorMember2022-04-012022-06-300001811856us-gaap:RelatedPartyMemberview:ConvertibleNotesNetOfDebtIssuanceMember2023-06-300001811856us-gaap:RelatedPartyMemberview:ConvertibleNotesNetOfDebtIssuanceMember2022-12-31
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 June 30, 2023
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: 001-39470.
___________________________
VIEW, INC.
(Exact name of registrant as specified in its charter)
___________________________
Delaware84-3235065
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
195 South Milpitas Blvd
Milpitas, California
95035
(Address of principal executive offices)(Zip Code)
(408) 263-9200
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)
___________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange
on which registered
Class A common stock, par value, $0.0001 per shareVIEWThe Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $690.00VIEWWThe Nasdaq Global Market
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 August 7, 2023, 4,041,687 shares of Class A common stock, par value $0.0001 of the registrant were issued and outstanding.

1

Table of Contents

View, Inc.
Quarterly Report on Form 10-Q
Table of Contents
Page No.

2

Table of Contents

Note Regarding Forward Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements within the meaning of the federal securities laws, including safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “continue,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “predict,” “plan,” “may,” “should,” “will,” “would,” “potential,” “seem,” “seek,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These statements are based on various assumptions, whether or not identified in this Quarterly Report on Form 10-Q. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. Many factors could cause actual future events to differ from the forward-looking statements in this Quarterly Report on Form 10-Q. These risks and uncertainties may be amplified by the COVID-19 pandemic and current economic uncertainty, including inflation and rising interest rates. You should carefully consider the factors and the other risks and uncertainties described in Part II, Item 1A of this Quarterly Report on Form 10-Q and in the Company's 2022 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2023. These 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 the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
4

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1.     Financial Statements (Unaudited)
View, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except share data)
June 30, 2023December 31, 2022
Assets
Current assets:
Cash and cash equivalents$30,144 $95,858 
Short-term investments49,824 102,284 
Accounts receivable, net of allowances 36,540 42,407 
Inventories17,832 17,373 
Prepaid expenses and other current assets37,892 38,297 
Total current assets172,232 296,219 
Property and equipment, net257,307 262,360 
Restricted cash13,147 16,448 
Right-of-use assets17,070 18,485 
Other assets26,170 25,514 
Total assets$485,926 $619,026 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$17,345 $21,099 
Accrued expenses and other current liabilities52,250 72,410 
Accrued compensation7,534 9,799 
Deferred revenue6,474 9,199 
Total current liabilities83,603 112,507 
Debt, non-current94,728 109,754 
Debt, non-current - related party113,613 109,083 
Sponsor earn-out liability 506 
Lease liabilities17,757 19,589 
Other liabilities41,356 47,095 
Total liabilities351,057 398,534 
Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock, $0.0001 par value; 600,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 4,032,626 and 3,695,598 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
  
Additional paid-in capital2,852,938 2,814,912 
Accumulated deficit(2,718,069)(2,594,420)
Total stockholders’ equity134,869 220,492 
Total liabilities and stockholders’ equity$485,926 $619,026 
Share and per share data have been adjusted for all periods presented to reflect the 60-for-1 reverse stock split effective July 26, 2023.
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

Table of Contents

View, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
(in thousands, except share and per share data)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenue$24,071 $14,546 $38,958 $29,788 
Revenue - related party3,963 1,770 7,424 3,540 
Total revenue28,034 16,316 46,382 33,328 
Cost of revenue36,505 39,496 74,418 79,860 
Cost of revenue - related party5,305 35 7,605 233 
Total cost of revenue41,810 39,531 82,023 80,093 
Gross loss(13,776)(23,215)(35,641)(46,765)
Operating expenses:
Research and development9,714 20,908 22,655 40,603 
Selling, general, and administrative23,511 40,755 48,911 83,714 
Impairment of note receivable (Note 4)
4,000  4,000  
Restructuring costs (Note 11)
1,258  5,507  
Total operating expenses38,483 61,663 81,073 124,317 
Loss from operations(52,259)(84,878)(116,714)(171,082)
Interest and other expense (income), net:
Interest expense, net3,970 69 7,131 266 
Other expense (income), net119 (187)281 141 
Gain on fair value change, net(6)(1,904)(513)(6,285)
Interest and other expense (income), net4,083 (2,022)6,899 (5,878)
Loss before provision for income taxes(56,342)(82,856)(123,613)(165,204)
Provision for income taxes18 30 36 54 
Net and comprehensive loss$(56,360)$(82,886)$(123,649)$(165,258)
Net loss per share, basic and diluted$(14.11)$(23.21)$(31.17)$(46.28)
Weighted-average shares used in calculation of net loss per share, basic and diluted3,994,813 3,570,886 3,966,316 3,570,711 
Share and per share data have been adjusted for all periods presented to reflect the 60-for-1 reverse stock split effective July 26, 2023.
The accompanying notes are an integral part of these condensed consolidated financial statements.
6

Table of Contents

View, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(unaudited)
(in thousands)
Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity
SharesAmount
Balances as of December 31, 20223,696 $— $2,814,912 $(2,594,420)$220,492 
Vesting of restricted stock units58 — — — — 
Shares withheld related to net share settlement(22)— (1,001)— (1,001)
Shares issued upon Convertible Notes conversion280 — 17,828 — 17,828 
Stock-based compensation— — 10,962 — 10,962 
Net loss— — — (67,289)(67,289)
Balances as of March 31, 20234,012 $— $2,842,701 $(2,661,709)$180,992 
Vesting of restricted stock units34 — — — — 
Shares withheld related to net share settlement(13)— (293)— (293)
Stock-based compensation— — 10,530 — 10,530 
Net loss— — — (56,360)(56,360)
Balances as of June 30, 20234,033 $— $2,852,938 $(2,718,069)$134,869 
Balances as of December 31, 20213,653 $— $2,736,669 $(2,257,331)$479,338 
Vesting of restricted stock units1 — — — — 
Stock-based compensation— — 17,468 — 17,468 
Net loss— — — (82,372)(82,372)
Balances as of March 31, 20223,654 $— $2,754,137 $(2,339,703)$414,434 
Vesting of restricted stock units— — — — — 
Stock-based compensation— — 18,141 — 18,141 
Net loss— — — (82,886)(82,886)
Balances as of June 30, 20223,654 $— $2,772,278 $(2,422,589)$349,689 
Share and per share data have been adjusted for all periods presented to reflect the 60-for-1 reverse stock split effective July 26, 2023.
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

Table of Contents

View, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
Six Months Ended June 30,
20232022
Cash flows from operating activities:
Net loss$(123,649)$(165,258)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization11,015 11,874 
Gain on fair value change, net(513)(6,285)
Stock-based compensation 21,952 35,609 
Non-cash interest expense9,297  
Impairment of note receivable4,000  
Other2,893 524 
Changes in operating assets and liabilities:
Accounts receivable5,403 (256)
Inventories(459)(6,851)
Prepaid expenses and other current assets1,699 (644)
Other assets(4,553)1,972 
Accounts payable(1,372)(8,724)
Deferred revenue(2,725)(3,556)
Accrued compensation(2,265)8 
Accrued expenses and other liabilities(28,342)(11,661)
Net cash used in operating activities(107,619)(153,248)
Cash flows from investing activities:
Purchases of property and equipment$(7,240)$(12,147)
Purchases of short-term investments(106,032) 
Maturities of short-term investments160,133  
Disbursement under loan receivable (Note 4)
(3,001)(1,589)
Net cash provided by (used in) investing activities43,860 (13,736)
Cash flows from financing activities:
Payment of debt issuance costs (Note 7)
$(228)$ 
Repayment of other debt obligations (735)
Payments of obligations under finance leases(269)(264)
Taxes paid related to the net share settlement of equity awards (Note 8)
(1,293) 
Net cash used in financing activities(1,790)(999)
Net decrease in cash, cash equivalents, and restricted cash(65,549)(167,983)
Cash, cash equivalents, and restricted cash, beginning of period114,165 297,543 
Cash, cash equivalents, and restricted cash, end of period$48,616 $129,560 
Supplemental disclosure of cash flow information:
Cash paid for interest$131 $39 
Non-cash investing and financing activities:
Payables and accrued liabilities related to purchases of property and equipment
$1,043 $2,674 
Common stock issued upon vesting of restricted stock units $3,371 $49 
Common stock issued upon conversion of Convertible Notes$18,000 $ 
The accompanying notes are an integral part of these condensed consolidated financial statements.
8

Table of Contents
View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)



1.Organization and Summary of Significant Accounting Policies
Organization
View, Inc. and its wholly-owned subsidiaries (collectively “View” or the “Company”), headquartered in Milpitas, California, is a technology company that manufactures smart building products intended to help improve people’s health, productivity, and experience, while simultaneously reducing energy consumption. View’s primary product is a proprietary electrochromic or “smart” glass panel that when combined with View’s proprietary network infrastructure and software, intelligently adjusts in response to the sun by tinting from clear to dark states, and vice versa, thereby reducing heat and glare. The Company is devoting substantially all of its efforts towards the manufacturing, sale and further development of its product platforms, and marketing of both custom and standardized product solutions.
Basis of Presentation
The condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting and are unaudited. The Company’s condensed consolidated financial statements include the accounts of View, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022, included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on March 31, 2023. The information as of December 31, 2022 included in the condensed consolidated balance sheets was derived from those audited consolidated financial statements.
For the three and six months ended June 30, 2023 and 2022, there was no difference between net loss and total comprehensive loss.
The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and included herein reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of June 30, 2023, the results of operations for the three and six months ended June 30, 2023 and the cash flows for the six months ended June 30, 2023. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods.
All amounts are presented in U.S. dollars ($).
Liquidity and Going Concern
In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern, the Company evaluates whether there are certain conditions and events, considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern. As further detailed below, the Company has concluded that there is substantial doubt about its ability to continue as a going concern as the Company estimates that its financial resources are adequate to fund its forecasted operating costs and meet its obligations into, but not beyond September 2023. This projection is based on the Company’s current expectations regarding revenues, collections, cost structure, current cash burn rate and other operating assumptions. To address its cash needs, the Company is actively seeking additional sources of capital. As there can be no assurance that such necessary financing will be available, the Company may execute other strategic alternatives to maximize stakeholder value, including further expense reductions, sale of all or portions of the business, corporate capital restructuring or formal reorganization, or liquidation of assets.
There can be no assurance that the necessary additional financing will be available on terms acceptable to the Company, or at all. If the Company raises funds in the future by issuing equity securities, dilution to stockholders will occur and may be substantial. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If the Company raises funds in the future by issuing additional debt securities, these debt securities could have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of any additional debt securities or borrowings could impose significant restrictions on the Company’s operations. The capital markets have experienced in the past, and may experience in the future, periods of upheaval that could impact the availability and cost of
9

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
equity and debt financing. In addition, recent and anticipated future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, will continue to impact the cost of debt financing.
The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Since inception, the Company has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $2,718.1 million as of June 30, 2023. For the six months ended June 30, 2023, the Company had a net loss of approximately $123.6 million and negative cash flows from operations of approximately $107.6 million. In addition, for the six months ended June 30, 2022, the Company had a net loss of approximately $165.3 million and negative cash flows from operations of approximately $153.2 million. Cash and cash equivalents were $30.1 million and short-term investments were $49.8 million as of June 30, 2023. The Company has historically financed its operations through revenue generation from product sales, the issuance and sale of redeemable convertible preferred stock, the issuance of debt financing, and the gross proceeds associated with the contribution of cash and the issuance of private investment in public equity (“PIPE”) in connection with the Company’s merger completed on March 8, 2021. As noted in Note 7, the Company raised additional capital of $206.3 million, after deducting fees and offering expenses, during the fourth quarter of 2022 through the issuance of Convertible Senior Pay in Kind (“PIK”) Toggle Notes (the “Convertible Notes”).
In order to reduce the cash used in operating activities, the Company implemented certain cost savings initiatives in the second half of 2022, as well as a restructuring plan in March 2023 as further discussed in Note 11. While these plans are anticipated to reduce cash outflow when compared to prior periods, the Company’s continued existence is dependent upon its ability to obtain additional financing, as well as to attain and maintain profitable operations by entering into profitable sales contracts and generating sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require a significant amount of capital investments to execute its long-term business plans.
Summary of Significant Accounting Policies
There have been no significant changes to the significant accounting policies disclosed in Note 1 of the audited consolidated financial statements as of and for the year ended December 31, 2022 included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on March 31, 2023.
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. Cash and cash equivalents are almost entirely held by domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of June 30, 2023, the Company has not experienced any losses on its deposits of cash and cash equivalents.
For the six months ended June 30, 2023, three customers represented greater than 10.0% of total revenue, accounting for 16.0% 13.4%, and 11.4% of total revenue, respectively. For the six months ended June 30, 2022, two customers represented greater than 10.0% of total revenue, accounting for 16.9% and 16.6% of total revenue, respectively. One customer accounted for 23.7% of accounts receivable, net as of June 30, 2023. Two customers accounted for 27.3% of accounts receivable, net as of December 31, 2022, accounting for 17.3% and 10.0%, respectively. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition.
Certain materials used by the Company in the manufacturing of its products are purchased from a limited number of suppliers. Should any such supplier cease to manufacture the products the Company purchases from them or become unable to timely deliver these products in accordance with the Company’s requirements or should such suppliers choose not to do business with the Company, it may be required to locate alternative suppliers in the open market. There can be no assurance that the Company would be able to identify new suppliers with which to do business on terms acceptable to the Company, or at all. For the six months ended June 30, 2023, each of two suppliers accounted for 31.3% and 17.9% of total purchases, respectively. For the six months ended June 30, 2022, three suppliers accounted for 20.0%, 19.1% and 14.2% of total purchases, respectively.
Segment Reporting
Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the chief
10

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
operating decision maker, reviews financial information on a consolidated basis for purposes of allocating resources and assessing performance. All material long-lived assets are maintained in the United States. See “Concentration of Credit Risk and Other Risks and Uncertainties” for further information on revenue by customer and Note 2 for further information on revenue by geography and categorized by products and services.
Reverse Stock Split
On July 25, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the common stock at a reverse stock split ratio of 40-for-1, 45-for-1, 50-for-1, 55-for-1 or 60-for-1, such ratio to be fixed by the Company’s board of directors at a later date. Following the Annual Meeting, on July 25, 2023, the Company’s board of directors approved the implementation of the reverse stock split at a ratio of 60-for-1 (the “Reverse Stock Split”). On July 26, 2023, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 60-for-1 reverse stock split of the outstanding shares of the Company’s Class A common stock. The Reverse Stock Split became effective upon the filing of the Certificate of Amendment on July 26, 2023 and the Company’s common stock began trading on a split-adjusted basis at market open on July 27, 2023.

No fractional common shares were issued as a result of the Reverse Stock Split. Any stockholder who would have been entitled to receive a fractional share as a result of the Reverse Stock Split received cash payments in lieu of such fractional shares. All share and per share information included in the accompanying financial statements has been retrospectively adjusted to reflect this Reverse Stock Split.
2.Revenue
Disaggregation of Revenue
The Company disaggregates revenue between products and services, as well as by major product offering and by geographic market that depict the nature, amount, and timing of revenue and cash flows.
The following table summarizes the Company’s revenue by products and services (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenue:
Products$27,377 $15,380 $45,297 $30,913 
Services657 936 1,085 2,415 
Total$28,034 $16,316 $46,382 $33,328 
View Smart Glass contracts to provide Controls, Software and Services (“CSS”) include the sale of both products and services. These services primarily relate to CSS installation and commissioning and are presented in the table above as Services. Also included within Services in the table above are revenues associated with extended or enhanced warranties. View Smart Glass contracts to provide insulating glass units (“IGUs”), View Smart Building Platform contracts and View Smart Building Technologies contracts relate to the sale of products.
The following table summarizes the Company's revenue by major product offering (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenue:
Smart Building Platform$18,012 $9,055 $28,656 $18,261 
Smart Glass7,721 4,306 12,373 9,489 
Smart Building Technologies2,301 2,955 5,353 5,578 
Total$28,034 $16,316 $46,382 $33,328 
11

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes the Company’s revenue by geographic area, which is based on the shipping addresses of the customers (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenue:
United States$25,919 $14,825 $42,969 $31,109 
Canada2,115 1,443 3,413 2,161 
Other 48  58 
Total$28,034 $16,316 $46,382 $33,328 
Contract Estimates
Significant changes in estimated costs expected to complete View Smart Building Platform contracts could affect the profitability of our contracts. Changes to estimated profit on contracts are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract’s progress towards fulfillment of the performance obligation. When the total estimated costs to be incurred for a contract exceed the transaction price, an accrual for the loss on the contract is recognized as cost of revenue in the period the contract is signed, and adjusted periodically as estimates are revised. As actual costs are incurred that are in excess of revenue recognized, they are recorded against the loss accrual, which is therefore reduced.
During the three months ended June 30, 2023 and 2022, the Company recognized a total of $1.0 million and zero, respectively, for initial contract loss accruals and incurred $6.3 million and $4.2 million, respectively, of previously accrued losses, which resulted in a decrease to the accrual. During the six months ended June 30, 2023 and 2022, the Company recognized a total of $1.6 million and $2.5 million, respectively, for initial contract loss accruals and incurred $8.2 million and $8.2 million, respectively, of previously accrued losses, which resulted in a decrease to the accrual. The cumulative catch-up adjustments resulting from changes in estimated profit on contracts were $(6.0) million and nil for the three months ended June 30, 2023 and 2022, respectively. The cumulative catch-up adjustments resulting from changes in estimated profit on contracts were $(3.8) million and $0.8 million for the six months ended June 30, 2023 and 2022, respectively. The balance of estimated contract losses for work that had not yet been completed totaled $12.2 million and $15.0 million as of June 30, 2023 and December 31, 2022, respectively.
Remaining Performance Obligations
The Company’s IGU contracts are short-term in nature and the practical expedient has been applied. The Company’s performance obligations in CSS contracts are generally short-term in nature, for which the practical expedient has been applied, with the exception of commissioning services, which are provided at the end of a construction project. Revenue for commissioning services performance obligations is not material. The Company’s performance obligations in Smart Building Platform contracts are longer-term in nature, however many of these contracts provide the customer with a right to cancel or terminate for convenience with no substantial penalty. The transaction price allocated to remaining performance obligations for non-cancelable Smart Building Platform contracts as of June 30, 2023 was $6.8 million that the Company expects to recognize as it satisfies the performance obligations over the next 12 to 24 months, which are, among other things, dependent on the construction schedule of the site for which the Company's products and services are provided. The Company’s performance obligations in Smart Building Technologies contracts are generally short-term in nature, for which the practical expedient has been applied.
Contract Assets and Liabilities
Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing, where payment is conditional, as well as retainage for amounts that the Company has billed to the customer but are being held for payment by the customer pending satisfactory completion of the project. Current contract assets as of June 30, 2023 and December 31, 2022 were $17.0 million and $14.6 million, respectively, and were included in other current assets. The progress billing schedules for these contracts result in timing differences as compared to the Company’s satisfaction of its performance obligation. Non-current contract assets as of June 30, 2023 and December 31, 2022 were $1.2 million and $0.7 million, respectively, and were included in other assets.
Contract liabilities relate to amounts invoiced or consideration received from customers, typically for the Company’s CSS contracts, in advance of the Company’s satisfaction of the associated performance obligation. Such contract liabilities are
12

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
recognized as revenue when the performance obligation is satisfied. Contract liabilities are presented as deferred revenue on the condensed consolidated balance sheets.
Revenue recognized during the three and six months ended June 30, 2023, which was included in the opening contract liability balance as of December 31, 2022, was $1.0 million and $4.2 million, respectively. Revenue recognized during the three and six months ended June 30, 2022, which was included in the opening contract liability balance as of December 31, 2021, was $1.9 million and $4.2 million, respectively.
3.Fair Value
The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):
June 30, 2023
Level 1Level 2Total
Cash equivalents:
Money market funds$21,850 $ $21,850 
Restricted cash:
Certificates of deposit 18,472 18,472 
Short-term investments 49,824 49,824 
Total assets measured at fair value$21,850 $68,296 $90,146 
December 31, 2022
Level 1Level 2Level 3Total
Cash equivalents:
Money market funds$66,614 $ $ $66,614 
Restricted cash:
Certificates of deposit 18,308  18,308 
Short-term investments 102,284  102,284 
Total assets measured at fair value$66,614 $120,592 $ $187,206 
Sponsor earn-out liability$ $ $506 $506 
Private warrants liability  7 7 
Total liabilities measured at fair value$ $ $513 $513 
The following table provides a reconciliation of the beginning and ending balances for the level 3 financial liabilities measured at fair value using significant unobservable inputs (in thousands):
Sponsor
Earn-out
Liability
Private
Warrants
Balance as of December 31, 2022$506 $7 
Change in fair value(506)(7)
Balance as of June 30, 2023$ $ 
Sponsor Earn-out Shares, as defined below, and the Company’s privately placed warrants (“Private Warrants”) are subject to remeasurement to fair value at each balance sheet date. Changes in fair value as a result of the remeasurement are recognized in
gain on fair value change, net in the condensed consolidated statements of comprehensive loss. The following table summarizes the gain on fair value change, net (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Sponsor Earn-out Liability$(6)$(1,846)$(506)$(6,139)
Private Warrants (58)(7)(146)
Gain on fair value change, net$(6)$(1,904)$(513)$(6,285)
Valuation of Sponsor Earn-Out Liability
In conjunction with the Company’s merger completed on March 8, 2021, CF Finance Holdings II, LLC (the “Sponsor”) subjected 82,835 shares (the “Sponsor Earn-Out Shares”) to vesting and potential forfeiture (and related transfer restrictions) based on a five year post-closing earnout, with (a) 50% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $750.00 for 5 out of any 10 trading days, (b) 25% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $900.00 for 5 out of any 10 trading days and (c) 25% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $1,200.00 for 5 out of any 10 trading days, in each case, subject to early release for a sale, change of control or going private transaction or delisting after March 8, 2021 (collectively, the “Earn-Out Triggering Events”).
The estimated fair value of the Sponsor Earn-Out Shares of $0.0 million and $0.5 million as of June 30, 2023 and December 31, 2022, respectively, was determined using a Monte Carlo simulation valuation model using the following assumptions:
June 30, 2023December 31, 2022
Stock price$7.26$57.90
Expected volatility64.25%69.25%
Risk free rate4.61%4.22%
Expected term (in years)2.73.2
Expected dividends0%0%
Current stock price: The stock price was based on the closing price as of the valuation date.
Expected volatility: The volatility rate was determined using a Monte Carlo simulation to estimate the implied volatility of the Company’s publicly traded warrants (“Public Warrants”).
Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the remaining expected term of the earnout period.
Expected term: The expected term is the remaining contractual term of the earnout period.
Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future.
Valuation of Private Warrants
The estimated fair value of the Private Warrants of $0.0 million as of both June 30, 2023 and December 31, 2022, was determined using the Black-Scholes option-pricing model using the following assumptions:
June 30, 2023December 31, 2022
Stock price$7.26$57.90
Expected volatility64.25%69.25%
Risk free rate4.72%4.32%
Expected term (in years)2.22.7
Expected dividends0%0%
Other
The carrying amounts of cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable approximates fair value due to the short maturity of these instruments. The carrying amount of long-term trade receivables approximates fair value, which is estimated by discounting expected future cash flows using an average discount rate adjusted for the customer's creditworthiness. Short-term and long-term debt associated with the term loan are carried at amortized cost, which approximates its fair value. The Convertible Notes are carried at amortized cost and their fair value is determined using Level 3 inputs, as discussed further in Note 7.
4.Other Balance Sheet Information
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying condensed consolidated statements of cash flows consisted of the following (in thousands):
June 30, 2023December 31, 2022
Cash$8,294$29,244
Cash equivalents
21,85066,614
Cash and cash equivalents
30,14495,858
Restricted cash included in prepaid expenses and other current assets
5,3251,859
Restricted cash
13,14716,448
Total cash, cash equivalents, and restricted cash presented in the statements of cash flows
$48,616$114,165
Short-Term Investments
Short-term investments consisted of the following:
June 30, 2023
Amortized CostUnrealized Gain/(Loss)Fair Value
U.S. Treasuries$34,874$$34,874
U.S. Government Agencies14,95014,950
Total short-term investments
$49,824$$49,824
December 31, 2022
Amortized CostUnrealized Gain/(Loss)Fair Value
Commercial Paper$59,684$$59,684
Corporate Notes/Bonds4,9144,914
U.S. Treasuries31,80431,804
U.S. Government Agencies5,8825,882
Total short-term investments
$102,284$$102,284
The Company’s marketable debt securities have contractual maturities of less than one year, are classified as available-for-sale and are stated at fair value on the consolidated balance sheets based upon inputs other than quoted prices in active markets (Level 2 inputs). The Company did not record any unrealized gains or losses or recognize any gains or losses for three and six months ended June 30, 2023 and 2022. The Company also did not recognize any credit-related impairment losses during the three and six months ended June 30, 2023 and 2022 and had no ending allowance for credit losses as of June 30, 2023 and December 31, 2022. The amortized cost and fair value amounts above include accrued interest receivable of $0.2 million and $0.7 million as of June 30, 2023 and December 31, 2022, respectively.
13

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Accounts Receivable, Net of Allowances
During the three and six months ended June 30, 2023, the Company recorded a $0.5 million increase in the allowance for credit losses. The Company regularly reviews accounts receivable for collectability and establishes or adjusts the allowance for credit losses as necessary using the specific identification method based on the available facts. The allowance for credit losses totaled $1.5 million and $1.1 million as of June 30, 2023 and December 31, 2022, respectively.
Inventories
Inventories consist of finished goods which are stated at the lower of cost or net realizable value. Costs are measured on a first-in, first out basis using standard cost, which approximates actual cost. Net realizable value is the estimated selling price of the Company’s products in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Inventories are written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value, or are in excess of expected demand. Once inventory is written down, its new value is maintained until it is sold, scrapped, or written down for further valuation losses. The valuation of inventories requires the Company to make judgments based on currently available information about the likely method of disposition and current and future product demand relative to the remaining product life. Inventory valuation losses are classified as cost of revenue in the condensed consolidated statements of comprehensive loss. The Company recorded inventory impairments of $6.6 million and $12.2 million for the six months ended June 30, 2023 and 2022, respectively.
Note Receivable
In June 2021, the Company entered into a promissory note with one of its customers, pursuant to which the customer has drawn an aggregate principal amount of $10.0 million. The promissory note has a maturity date of May 1, 2026. The promissory note bears no interest during the period between the first advance to the customer and the thirty-first month following the first advance, with interest increasing to an annual rate of 3.5% thereafter. The Company recorded a $4.0 million impairment loss on the note receivable during the three and six months ended June 30, 2023, resulting from a change in the assessment of the credit risk for the customer. As of June 30, 2023, $6.0 million related to the note receivable is recorded in other assets on the condensed consolidated balance sheet.
Impairment of Long-Lived Assets
The Company evaluates long-lived assets for impairment whenever events indicate that a potential impairment may have occurred. If such events arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded as the amount by which the carrying amount of the asset group exceeds the fair value of the assets, as based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
The Company regularly reviews its long-lived assets for triggering events or other circumstances that could indicate impairment. As of December 31, 2022, management considered the continued operating losses when combined with the sustained decline in our market capitalization, to be a potential triggering event and therefore performed a quantitative impairment test of our long-lived assets as of December 31, 2022. Based on the results of this test, the Company concluded that the fair value of the asset group was substantially above its carrying value, and no impairment was recorded as of December 31, 2022. As of June 30, 2023, no triggering events or other circumstances were identified. There were no impairments of long-lived assets during the six months ended June 30, 2023.
If the decline in the Company’s market capitalization continues, the Company is unable to obtain additional financing as discussed in Note 1, or the Company identifies other events or circumstances indicating the carrying amount of an asset or asset group may not be recoverable, this would require further testing of these assets and it may result in an impairment of such assets.
14

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
June 30, 2023December 31, 2022
Warranty accrual (Note 5)
$11,304 $10,236 
Contract loss accrual (Note 2)
11,553 12,848 
Environmental settlement accrual (Note 6)
450 1,450 
Lease liability4,269 3,949 
Subcontractor accrual7,872 18,435 
Other16,802 25,492 
Accrued expenses and other current liabilities
$52,250 $72,410 
5.Product Warranties
Changes in warranty liabilities are presented below (in thousands):
June 30, 2023December 31, 2022
Beginning balance$39,573 $42,256 
Accruals for warranties issued1,086 1,626 
Changes to estimates of volume and costs 2,004 
Settlements made(2,977)(6,313)
Ending balance$37,682 $39,573 
Warranty liability, current, beginning balance$10,236 $8,868 
Warranty liability, noncurrent, beginning balance$29,337 $33,388 
Warranty liability, current, ending balance$11,304 $10,236 
Warranty liability, noncurrent, ending balance$26,377 $29,337 
The total warranty liability above included $9.2 million and $8.8 million as of June 30, 2023 and December 31, 2022, respectively, related to the Company' standard assurance warranty.
The total warranty liability above also included $28.5 million and $30.8 million as of June 30, 2023 and December 31, 2022, respectively, related to certain IGUs with a quality issue identified during fiscal year 2019. The quality issue was specific to certain material purchased from one of the Company’s suppliers utilized in the manufacturing of certain IGUs and the Company stopped using the affected materials upon identification of the quality issue in 2019. The Company has replaced and expects to continue to replace the affected IGUs for the remainder of the period covered by the warranty. The Company developed a statistical model to analyze the risk of failure of the affected IGUs related to this quality issue and predict the potential number of future failures that may occur during the remaining warranty period, as well as the timing of the expected failures. Management judgment is necessary to determine the distribution fit and covariates utilized in the statistical model, as well as the relative tolerance to declare convergence. The statistical model considered the volume of units sold, the volume of unit failures, data patterns, and other characteristics associated with the failed IGUs as well as the IGUs that had not yet failed as of each financial reporting period. These characteristics include, but are not limited to, time to failure, manufacture date, location of installation, and environmental factors. Based on this analysis, the Company has recorded a specific warranty liability using the estimated number of affected IGUs expected to fail in the remaining warranty period and applying estimated costs the Company expects to incur to replace the IGUs based on warranty contractual terms and business practices.
6.Commitments and Contingencies
Indemnifications
From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify the Company's officers, directors, and employees for liabilities arising out of their employment relationship. Generally, a maximum obligation under these contracts is not explicitly stated.
15

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Because the maximum amounts associated with these agreements are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. The Company has not been required to make payments under these obligations, and no liabilities have been recorded for these obligations on the Company's condensed consolidated balance sheets.
Standby Letter of Credit
During the course of business, the Company’s bank issues standby letters of credit on behalf of the Company to certain vendors and other third parties of the Company. As of June 30, 2023 and December 31, 2022, the total value of the standby letters of credit issued by the bank is $14.8 million and $15.7 million, respectively. No amounts have been drawn under the standby letters of credit as of June 30, 2023.
Litigation and Environmental Settlements
In December 2014, the Company finalized the terms of a litigation settlement with a third party where the Company agreed to pay the other party a total of $32.0 million periodically over the next ten years. The Company recorded the present value of future payments as a liability and records interest expense, included in interest and other, net in the condensed consolidated statements of comprehensive loss, as it accretes the liability.
The balances of the litigation settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s condensed consolidated balance sheets as follows (in thousands):
June 30, 2023December 31, 2022
Litigation settlement liability - current$3,000 $3,000 
Litigation settlement liability - non-current3,155 5,794 
Total litigation settlement liability$6,155 $8,794 
In September and August of 2021, the Mississippi Commission on Environmental Quality (“MCEQ”), Desoto County Regional Utility Authority (“DCRUA”) and the City of Olive Branch, Mississippi (“Olive Branch”), each issued notices and orders to the Company with respect to its discharges of water from its Olive Branch facility into the publicly owned treatment works (“POTW”) of DCRUA and Olive Branch without first obtaining a pretreatment permit. In August 2021, a Subpoena to Testify Before a Grand Jury was issued out of the United States District Court for the Northern District of Mississippi (the “Subpoena”) to the Company requiring it to produce to the Environmental Protection Agency (“EPA”) various documents relating to environmental matters at its Olive Branch facility, including but not limited to hazardous waste records, air emissions records, storm water discharges records and wastewater disposal records. The Company has cooperated fully with each such notice, order, and the Subpoena.
On April 13, 2022, the Company and the United States Attorney’s Office for the United States District Court for the Northern District of Mississippi agreed in principle to the terms of a global settlement (the “Plea Agreement”) resolving the prospect of claims and charges against the Company relating to all prior discharges of water into the POTW of DCRUA and Olive Branch without first obtaining a pretreatment permit. The principal terms of the settlement are:
1.the Company pleading guilty to a single misdemeanor count for negligently discharging wastewater to a POTW without first obtaining a pretreatment permit in violation of 33 U.S.C. § 1319(c)(1)(A);
2.the Company paying a fine of $3.0 million over a three-year period in equal installments of $1.0 million to the federal government;
3.the Company paying a special assessment of $125 to the federal government pursuant to 18 U.S.C. § 3013(a)(1)(B);
4.the Company entering a separate civil Agreed Order with MCEQ that required payment of a separate civil penalty of $1.5 million;
5.the Company making a separate community service payment in the amount of $0.5 million to DCRUA, to be used for the sole purpose of expanding wastewater treatment capacity in DeSoto County, Mississippi, within 30 days of entering the Plea Agreement;
6.the Company implementing an environmental management system that conforms to ISO 14001:2015 standards or a similar environmental management system approved by the EPA, which resulted in approximately $0.3 million in consulting and personnel costs;
16

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
7.the Company implementing agreed upon wastewater reduction plans, which is expected to result in approximately $5.5 million in capital expenditures to install a wastewater treatment and recycling system, of which $4.7 million has been incurred as of June 30, 2023;
8.the Company obtaining a pretreatment permit from MCEQ, or entering an Agreed Order with MCEQ and operating in compliance with that Agreed Order until a permit can be obtained;
9.the Company obtaining wastewater discharge permits from DCRUA and Olive Branch, or entering into Consent/Compliance Order(s) or Agreement(s) with DCRUA and Olive Branch that are consistent with any Agreed Order entered with MCEQ and operating in compliance with such Consent/Compliance Order(s) or Agreement(s) until permits can be obtained; and
10.the Company agreeing to probation for three years.
The terms of the Plea Agreement are subject to the approval of the United States District Court for the Northern District of Mississippi. On November 7, 2022, the Company finalized an Agreed Order with MCEQ as contemplated by the settlement terms. On November 16 and 17, 2022, Olive Branch and DCRUA, respectively, approved a joint Agreed Order with the Company, consistent with the settlement terms. The Company continues to coordinate with MCEQ and the local authorities with respect to the obligations contemplated by the settlement terms, including obtaining a pretreatment permit from the Mississippi Environmental Quality Permit Board, which has not been granted as of the date of this Quarterly Report on Form 10-Q.
The Company previously recognized the $5.0 million of penalties it expects to incur in conjunction with this environmental settlement over the next three years.
The balances of the environmental settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s condensed consolidated balance sheets as follows (in thousands):
June 30, 2023December 31, 2022
Environmental settlement liability - current$450 $1,450 
Environmental settlement liability - non-current3,000 3,000 
Total environmental settlement liability$3,450 $4,450 
Litigation
From time to time, the Company is subject to claims, litigation, internal or governmental investigations, including those related to labor and employment, contracts, intellectual property, environmental, regulatory compliance, commercial matters, and other related matters, some of which allege substantial monetary damages and claims. Some of these actions may be brought as class actions on behalf of a class or purported class of employees. The Company is also defendant in judicial and administrative proceedings involving matters incidental to the business. Legal expenses are expensed as incurred.
The Company accrues a charge when management determines that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a loss is probable, the Company records an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, the Company records the lowest amount in the estimated range of loss and discloses the estimated range. The Company does not record liabilities for reasonably possible loss contingencies but does disclose a range of reasonably possible losses if they are material and the Company is able to estimate such a range. If the Company cannot provide a range of reasonably possible losses, the Company explains the factors that prevent it from determining such a range. The Company regularly evaluates current information available to it to determine whether an accrual should be established or adjusted. The ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty. Should the ultimate outcome of any legal matter be unfavorable, the Company's business, financial condition, results of operations, or cash flows could be materially and adversely affected. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against legal claims.
Securities Litigation
On August 18, 2021, plaintiff Asif Mehedi filed a putative securities class action in the United States District Court for the Northern District of California (Mehedi v. View, Inc. f/k/a CF Finance Acquisition Corp. II et al. (No. 5:21CV06374, N.D. Cal.)) alleging violations of the federal securities laws by the Company, Rao Mulpuri, and Vidul Prakash. On February 8, 2022, the Court appointed Stadium Capital LLC (“Stadium Capital”) lead plaintiff and denied the competing motion of Sweta
17

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Sonthalia. The Ninth Circuit Court of Appeals denied Ms. Sonthalia’s petition for a writ of mandamus to vacate the lead plaintiff order.
On July 15, 2022, Stadium Capital filed an amended complaint against View, Mulpuri, and Prakash; certain current and former View board members; Cantor Fitzgerald & Co. and related entities; officers and board members of CF Finance Acquisition Corp. II (“CF II”); and PricewaterhouseCoopers LLP. The action was brought on behalf of a putative class consisting of (i) all persons or entities who purchased or otherwise acquired View and/or CF II securities between November 30, 2020 and May 10, 2022, inclusive; (ii) all persons or entities who were holders of CF II Class A common stock as of the January 27, 2021 record date that were entitled to vote to approve the merger between View and CF II; and (iii) all persons or entities who purchased or otherwise acquired View securities pursuant or traceable to the Form S-4 Registration Statement filed by CF II on December 23, 2020. The amended complaint asserted claims under Sections 10(b) (and Rule 10b-5 thereunder), 14(a) (and Rule 14a-9 thereunder), and 20(a) of the Securities Exchange Act and Sections 11, 12, and 15 of the Securities Act.
The amended complaint alleged that certain defendants failed to disclose to investors that the Company’s warranty-related obligations and associated cost of revenue were materially false and misleading because they excluded expenses the Company incurred and expected to incur due to significant quality issues. The amended complaint alleged that certain defendants’ positive statements about the Company were false and materially misleading as a result, and that such statements caused the price of the Company’s stock to be inflated. The amended complaint alleged that class members were damaged when the price of the Company’s stock declined on the trading day following (1) August 16, 2021, when the Company announced an independent investigation concerning the adequacy of the Company’s previously disclosed warranty accrual, and (2) May 10, 2022, when the Company stated that management anticipated that it would be disclosing substantial doubt about the Company’s ability to continue as a going concern and that the Company’s cash position was $200.5 million at the end of Q1 2022. The amended complaint sought unspecified compensatory damages and costs, including attorneys’ fees.
Defendants filed motions to dismiss on October 6, 2022. The motions were heard by the court on April 20, 2023. On May 20, 2023, the court issued a written order granting the motions to dismiss with leave to amend. Any amended complaint must be filed by August 21, 2023.
Given the possibility that the plaintiff may amend its complaint, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of June 30, 2023.
Derivative Litigation
On December 6, 2021, a purported Company shareholder, Matthew Jacobson, filed a verified stockholder derivative complaint (nominally on behalf of the Company) against Rao Mulpuri, Nigel Gormly, Harold Hughes, Tom Leppert, Toby Cosgrove, Lisa Picard, Julie Larson-Green, and Vidul Prakash (Jacobson v. Mulpuri, et al. (No. 1:21CV01719, D. Del.)). On May 24, 2022, plaintiff and purported Company shareholder Anil Damidi filed a verified stockholder derivative complaint (nominally on behalf of the Company) against the same defendants as in the Jacobson complaint: Mr. Mulpuri, Mr. Gormly, Mr. Hughes, Mr. Leppert, Mr. Cosgrove, Ms. Picard, Ms. Larson-Green, and Mr. Prakash. On July 26, 2022, plaintiff and purported Company stockholder James Monteleone filed a verified stockholder derivative complaint (nominally on behalf of the Company) against the same defendants as in the Jacobson and Damidi complaints: Mr. Mulpuri, Mr. Gormly, Mr. Hughes, Mr. Leppert, Mr. Cosgrove, Ms. Picard, Ms. Larson-Green, and Mr. Prakash.
On September 8, 2022, the Jacobson, Damidi, and Monteleone cases were assigned to Judge Gregory Williams. On September 30, 2022, Judge Williams entered the parties’ stipulation to (1) consolidate the three actions into In re View, Inc. Derivative Litigation, C.A. No, 21-1719-GBW (Consolidated), (2) appoint co-lead counsel for plaintiffs, and (3) stay all proceedings in the consolidated action until the Mehedi class action is dismissed in its entirety, with prejudice, and all appeals related thereto have been exhausted, or is resolved by settlement, or the motions to dismiss in the Mehedi class action are denied. Any party may request that the Court lift the stay upon good cause shown and bringing the matter to the Court’s attention.
The stipulation deems the Damidi complaint to be the operative complaint in the consolidated case until any amended complaint is filed. The Damidi complaint asserts claims for violation of Sections 10(b) and 21D of the Exchange Act, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The Damidi complaint seeks unspecified money damages, restitution, punitive damages, and costs (including attorneys’ fees and accountants’ and experts’ fees, costs, and expenses). The Damidi complaint alleges that the defendants failed to prevent the Company from making false statements regarding the Company’s business results and prospects and that the Company has been harmed by incurring legal fees and potential liability in investigations and lawsuits.
18

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
On May 9, 2023, plaintiff and purported Company shareholder Alexandre Roberts filed a verified stockholder derivative complaint (nominally on behalf of the Company) against Rao Mulpuri, Vidul Prakash, Toby Cosgrove, Lisa Picard, and Nigel Gormly (Roberts v. Mulpuri, et al. (No. 5:23-cv-02248, N.D. Cal.)). The complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and contribution under Section 10(b) and/or Section 20(a) of the Exchange Act. The complaint seeks unspecified money damages, restitution, punitive damages, and costs (including attorneys’ fees and experts’ fees, costs, and expenses). The Roberts complaint alleges that the defendants failed to prevent the Company from making false statements regarding the Company’s business results and prospects and that the Company has been harmed by incurring legal fees and potential liability in lawsuits.
On August 1, 2023, the judge in the Mehedi case ordered that the Roberts case should be related to the Mehedi case and ordered that the Roberts case should be reassigned to the Mehedi judge.
Given the early stage of this matter, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of June 30, 2023.
Government Investigations
On November 9, 2021, the Company announced that it had voluntarily reported to the SEC that the audit committee of the Company’s board of directors was conducting an independent, internal investigation into the adequacy of the Company’s previously reported warranty accrual. In January 2022, the Company was informed that the SEC was conducting a formal investigation of this matter. In June 2022, the U.S. Attorney’s Office for the Southern District of New York requested information related to this matter. The Company cooperated with the SEC’s investigation and the U.S. Attorney’s information request. On July 3, 2023, the SEC announced a settlement with the Company resolving the previously disclosed investigation arising from the Company’s restated warranty-related accruals in its financial statements. In light of the Company’s self-reporting, prompt remediation and cooperation, the SEC determined not to impose a civil penalty on the Company and there are no ongoing undertakings in connection with the settlement.
7.Debt
Debt outstanding consisted of the following (in thousands):
June 30, 2023December 31, 2022
Convertible Notes, net of debt issuance costs$196,586 $206,347 
Term loan13,960 13,960 
Total debt210,546 220,307 
Debt, current2,205 1,470 
Debt, non-current$208,341 $218,837 
Principal payments on all debt outstanding as of June 30, 2023 are estimated as follows (in thousands):
Year Ending December 31,Total
2023 (remaining six months)$1,470 
20241,470 
20251,470 
20261,470 
2027198,055 
Thereafter6,611 
Total$210,546 
19

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Convertible Notes
The following tables present the Company’s convertible debt outstanding (in thousands):
June 30, 2023
Gross amountDebt discount and issuance costsCarrying amountEstimated fair value
Convertible Notes$201,607 $(5,021)$196,586 $105,885 
December 31, 2022
Gross amountDebt discount and issuance costsCarrying amountEstimated fair value
Convertible Notes$212,308 $(5,961)$206,347 $199,163 
The following table presents the Company’s interest expense related to convertible debt (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Contractual interest expense$4,536 $ $8,873 $ 
Amortization of debt discount and issuance costs298  424  
Total interest expense$4,834 $ $9,297 $ 
In October 2022, the Company completed the sale of $200.0 million aggregate principal amount of the Company’s 6.00% / 9.00% Convertible Senior PIK Toggle Notes (the “Initial Notes”), with the option to sell an additional $40.0 million of Notes to the Purchasers (as defined in the indenture governing the Convertible Notes). In December 2022, the Company received notices from certain Purchasers that had elected to exercise their respective options to purchase an aggregate additional $12.3 million of Convertible Notes (the “Additional Notes”). Such Additional Notes were issued in December 2022. The Initial Notes and the Additional Notes, which will be collectively referred to as the Convertible Notes, will mature on October 1, 2027. The Convertible Notes were sold in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act.
The net proceeds from the sale of the Convertible Notes were approximately $206.3 million after deducting fees and offering expenses. The debt discount and issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the Convertible Notes. The Company expects to use the net proceeds for general corporate purposes.
The Convertible Notes bear interest at 6.00% per annum, to the extent paid in cash (“Cash Interest”), and 9.00% per annum, to the extent paid in kind through the issuance of additional Convertible Notes (“PIK Interest”). Interest is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2023. The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof.
The Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The initial conversion rate was 12.46106 shares per $1,000.00 principal amount of the Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $80.25 per share.
The Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes. In connection with the issuance of the Convertible Notes, the Company entered into letter agreements with certain Purchasers (the “Blocker Agreements”). The Blocker Agreements provide, among other things, that the Convertible Notes held by the entities affiliated with certain holders (each, a “Blocker Party”), shall not be converted to the extent that such conversion would cause a Blocker Party to beneficially own more than a specified threshold percentage (as may be increased or decreased by the applicable Blocker Party upon 61 days’ written notice) of the Class A common stock, par value $0.0001 per share, of the Company outstanding immediately following such conversion.
The Company may redeem the Convertible Notes in whole or in part, at its option, on or after October 1, 2025, and prior to the 41st scheduled trading day immediately preceding the maturity date, for cash at the applicable redemption price if the last reported sale price of the Company’s common stock has been at least 150% of the conversion price then in effect for at least 20
20

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the applicable redemption notice. The redemption price will be equal to the aggregate principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, a holder may elect to convert its Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if the Convertible Notes are converted after they are called for redemption.
Additionally, if the Company undergoes a fundamental change transaction (each such term as defined in the indenture governing the Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their Convertible Notes. The fundamental change repurchase price will be 100% of the capitalized principal amount of the Convertible Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date.
The indenture governing the Convertible Notes contains customary terms and covenants, including certain events of default in which case either the trustee or the holders of at least 25% of the aggregate principal amount of the outstanding Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Convertible Notes to be due and payable immediately.
As of June 30, 2023, the effective interest rate on the Convertible Notes was 9.80%. Amortization of debt discount and issuance costs is reported as a component of interest expenses and is computed using the straight-line method over the term of the Convertible Notes, which approximates the effective interest method. During the six months ended June 30, 2023, the Company elected the PIK Interest option and accrued interest of $7.3 million was added to the principal balance of the Convertible Notes.
On January 12, 2023, holders of $18.0 million in aggregate principal amount of the Convertible Notes exercised their right to convert their Convertible Notes into shares at the conversion price of $64.20 per share. As a result, the Company issued 280,373 shares of its Class A common stock, par value $0.0001 per share.
Term Loan
On November 22, 2010, the Company entered into a debt arrangement with a lender, in an amount of $40.0 million (the “Term Loan”), for the purpose of financing equipment and tenant improvements at its manufacturing facility in Olive Branch, Mississippi. Pursuant to the original terms, the loan provides for interest-free debt to be repaid in semi-annual payments due on June 30 and December 31 each year. The loan was originally being paid over 24 semi-annual installments through June 30, 2024.
On October 22, 2020, the Company entered into an amended and restated debt arrangement with the lender. The amended and restated debt arrangement temporarily suspended the payments. Starting June 30, 2022, the Company is required to make semi-annual payments of $0.7 million due on June 30 and December 31 each year through June 30, 2032.
The term loan agreement required the Company to invest certain amounts in land, building and equipment and create a certain number of jobs. The term loan agreement, as amended, also includes a covenant for audited consolidated financial statements to be delivered to the lender within 210 days of the Company’s fiscal year end. As of June 30, 2023, the Company was in compliance with these covenants.
8.Stockholders’ Equity
Common Stock
On March 9, 2021, the Company’s common stock and warrants began trading on the Nasdaq Global Select Market under the ticker symbols “VIEW” and “VIEWW,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 600,000,000 shares of common stock with a par value of $0.0001 per share. As of June 30, 2023, the Company had 4,032,626 shares of common stock issued and outstanding.
Preferred Stock
Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock having a par value of $0.0001 per share (“View Inc. Preferred Stock”). The Company’s board of directors has the authority to issue View, Inc. Preferred Stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of June 30, 2023, no shares of View, Inc. Preferred Stock were issued and outstanding.
21

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Net Share Settlement of Equity Awards
During the three months ended June 30, 2023, the Company withheld 13,423 shares with a fair value of $0.3 million in satisfaction of tax withholding obligations relating to the vesting of restricted share units. During the six months ended June 30, 2023, the Company withheld 35,354 shares with a fair value of $1.3 million in satisfaction of tax withholding obligations relating to the vesting of restricted share units. No restricted share units vested during the three and six months ended June 30, 2022. Shares withheld in satisfaction of tax withholding obligations are retired upon repurchase and returned to the unissued authorized capital of the Company. As of June 30, 2023, no shares of Treasury Stock were issued and outstanding.
Convertible Note Conversion
As discussed in Note 7, on January 12, 2023, holders of $18.0 million in aggregate principal amount of the Convertible Notes exercised their right to convert their Convertible Notes into shares at the conversion price of $64.20 per share. As a result, the Company issued 280,373 shares of its Class A common stock, par value $0.0001 per share. No holders of the Convertible Notes exercised their right to convert their Convertible Notes into shares during the three months ended June 30, 2023.
Dividend
Common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company’s board of directors and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company’s board of directors may deem relevant.
Common Stock Purchase Agreement
On August 8, 2022, the Company entered into Purchase Agreements with each of CF Principal Investments LLC, a Delaware limited liability company (“Cantor”), and YA II PN, Ltd., a Cayman Islands exempted company (“Yorkville,” and together with Cantor, the “Investors”), relating to a committed equity facility (the “Facility”). Under the terms of the Purchase Agreements, the Company will have the right, from time to time and at its option, to sell to the Investors up to $100.0 million, in the aggregate, of the Company’s common stock (“View Shares”), subject to certain conditions and limitations set forth in the Purchase Agreements. As of June 30, 2023, the Investors have purchased zero View Shares under the Purchase Agreements.
Sales of View Shares under the Purchase Agreements, and the timing of any sales, will be determined by the Company from time to time at its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company regarding the use of proceeds from such sales. The net proceeds from any sales under the Purchase Agreements will depend on the frequency with, and prices at which View Shares are sold to the Investors. The Company expects to use the proceeds from any sales under the Purchase Agreements for working capital and general corporate purposes.
Upon the initial satisfaction of the conditions to the Investors’ obligations to purchase View Shares set forth in the Purchase Agreements (the “Commencement”), including that a registration statement (the “Resale Registration Statement”) registering the resale of View Shares under the Securities Act, is declared effective by the SEC and the Investors are permitted to utilize the prospectus therein to resell all of the View Shares included in such prospectus, the Company will have the right, but not the obligation, from time to time at its sole discretion until the earliest of (i) the first day of the month next following the date that is 36-months after the effective date of the Resale Registration Statement, (ii) the date on which the Investors shall have purchased, in the aggregate, $100.0 million worth of View Shares pursuant to the Purchase Agreements, (iii) the date on which the Company’s common stock shall have failed to be listed or quoted on The Nasdaq Global Market or an alternative market and (iv) the date on which the Company commences a voluntary bankruptcy case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors, to direct the Investors to purchase View Shares as set forth in the Purchase Agreements, by delivering written notice to Cantor or Yorkville prior to 9:00 AM, Eastern Time, on any trading day, subject to maximum amount as set forth in the Purchase Agreements for each such trading day. The purchase price of View Shares that the Company elects to sell pursuant to the Purchase Agreements will be 97% of the volume weighted average price of the Company’s common stock during the applicable purchase date, subject to adjustment if the Company delivers a purchase notice for a purchase in excess of 20% of the total volume of the Company’s common stock traded during the applicable purchase period.
22

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The Company will not sell, and the Investors will not purchase, any View Shares pursuant to the Purchase Agreements, if the aggregate number of View Shares issued pursuant to the Purchase Agreements would exceed 19.99% of the voting power or number of shares of the Company’s common stock issued and outstanding immediately prior to the execution of the Purchase Agreements), subject to reduction as described in the Purchase Agreements, unless the Company obtains approval of its stockholders for the sale of View Shares in excess of such amount. In addition, the Company will not sell, and Cantor and Yorkville will not purchase, any View Shares pursuant to the Purchase Agreements, which, when aggregated with all other shares of the Company’s common stock then beneficially owned by such Investor and its affiliates, would result in, in the case of Cantor, the beneficial ownership by Cantor and its affiliates of more than 9.99% of the Company’s outstanding voting power or shares of the Company’s common stock, or in the case of Yorkville and its affiliates, would result in the beneficial ownership by Yorkville and its affiliates of more than 4.99% of the Company’s outstanding voting power or shares of the Company’s common stock.
On the date of the Commencement, the Company will issue to Cantor shares of the Company’s common stock with a value of $1.3 million (the “Commitment Fee”) as of the trading day prior to the filing of the Resale Registration Statement as consideration for its irrevocable commitment to purchase View Shares upon the terms and subject to the satisfaction of the conditions set forth in its respective Purchase Agreement. In addition, pursuant to the Purchase Agreements, the Company agreed to reimburse Cantor for certain of its expenses. The Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company has agreed to register the resale of View Shares and the shares constituting the Commitment Fee. The Purchase Agreements and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations by each party. The Purchase Agreements also provide that the representations and warranties of the Company (a) that are not qualified by “materiality” or “Material Adverse Effect” (as defined in the Purchase Agreements) must be true and correct in all material respects as of the date of the Commencement, except to the extent such representations and warranties are as of another date, in which case such representations and warranties must be true and correct in all material respects as of such other date, and (b) that are qualified by “materiality” or “Material Adverse Effect” (as defined in the Purchase Agreements) must be true and correct as of the date of the Commencement, except to the extent such representations and warranties are as of another date, in which case such representations and warranties must be true and correct as of such other date. The Purchase Agreements also provide that the representations and warranties of the Company must be true and correct as described in (a) and (b) above as of a date within three trading days following each time the Company files (i) an Annual Report on Form 10-K and certain Annual Reports on Form 10-K/A, (ii) a Quarterly Report on Form 10-Q, (iii) certain Current Reports on Form 8-K containing amended financial information and (iv) the Resale Registration Statement, any New Registration Statement (as defined in the Purchase Agreements) or any supplement or post-effective amendment thereto, subject to certain exceptions and in any event not more than once per calendar quarter. The representations, warranties and covenants contained in the Purchase Agreements and the Registration Rights Agreement were made only for purposes of the Purchase Agreements and the Registration Rights Agreement and as of specific dates, are solely for the benefit of the parties to such agreements and are subject to certain important limitations.
The Company has the right to terminate the Purchase Agreements at any time after the date of the Commencement, at no cost or penalty, upon three trading days’ prior written notice. The Investors have the right to terminate the Purchase Agreements upon three trading days’ prior written notice if, among other things, a Material Adverse Effect (as defined in the Purchase Agreements) has occurred and is continuing.
9.Stock Warrants
Public and Private Warrants
Each of the Company’s Public and Private Warrants entitles the holder to purchase one share of the Company’s common stock at a price of $690.00 per share, subject to adjustments. The Warrants became exercisable on August 26, 2021. The Public Warrants and Private Warrants will expire five years after March 8, 2021 and five years after August 26, 2020, respectively.
As of June 30, 2023, there were 6,111 Private Warrants and 277,777 Public Warrants outstanding, and no Warrants had been exercised.
Strategic Agreement & RXR Warrant Agreements
On October 25, 2022, the Company appointed RXR FP Services LLC (“RXR FP”) to render strategic planning and consulting services to the Company and issued warrants to RXR FP (the “RXR Warrants”) to purchase, in the aggregate, 158,518 shares of the Company’s common stock. The RXR Warrants will expire ten years after October 25, 2022.
23

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
A portion of the RXR Warrants is accounted for as consideration payable to a customer and a portion of the RXR Warrants is accounted for as non-employee stock compensation. The total grant date fair value of the RXR Warrants was $9.2 million, which was accounted for as an upfront payment to RXR FP as their right to receive the RXR Warrants was not contingent on satisfying any vesting conditions. The Company allocated the grant date fair value between consideration payable to a customer and non-employee stock compensation based on the estimated relative fair value of services to be provided by RXR FP. The portion of the RXR Warrants allocated as consideration payable to a customer is accounted for as a reduction to the contract price for contracts with RXR Realty and therefore a reduction to revenue on such contracts. The portion of the RXR Warrants allocated as non-employee stock compensation is accounted for as marketing expense and expensed as incurred. As of June 30, 2023, there were 158,518 RXR Warrants outstanding, and no RXR Warrants had been exercised.
Other Warrants
The Company previously issued common stock warrants to various service providers, lenders, investors, at various points in time (the “Legacy Warrants”) that are exercisable at various exercise prices and expire at various points in time. During the three months ended June 30, 2023, none of the Legacy Warrants expired. During the six months ended June 30, 2023, 3,471 of the Legacy Warrants expired.
On December 1, 2021, in connection with the WorxWell acquisition, the Company issued 16,666 common stock warrants to the seller (the “WorxWell Warrants”). As of June 30, 2023, no WorxWell Warrants had been exercised.
The following table summarizes the outstanding common stock warrants:
Warrant issue dateTypes of shares issuedNumber of Warrants June 30, 2023Number of Warrants December 31, 2022Exercise Price Per WarrantExpiry Date
August 2010 - June 2011Common stock 774 $929.40 March 2023
August 2011 - January 2012Common stock 887 1,126.80 March 2023
August 2012Common stock 756 1,296.00 March 2023
December 2013Common stock 1,054 1,554.60 March 2023
April 2016 - November 2018Common stock18,923 18,293 1,135.80 Through November 2028
March 2017Common stock30,823 30,823 774.60 March 2027
March 2014Common stock38 38 568.20 August 2023
December 2018Common stock415 415 542.40 December 2028
August 2020Common stock (Private Warrants)6,111 6,111 690.00 Through March 2026
August 2020Common stock (Public Warrants)277,777 277,777 690.00 Through March 2026
December 2021Common stock (in connection with the WorxWell acquisition)16,666 16,666 600.00 December 2031
October 2022Common stock (in connection with the Strategic Agreement with RXR FP)158,518 158,518 $0.60 October 2032
Total stock warrants509,271 512,112 
10.Stock-Based Compensation
2021 Equity Incentive Plan
The Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) on March 8, 2021, under which 977,198 shares of common stock were initially reserved for issuance. The 2021 Plan permits the grant of incentive stock options (“Options”), nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs)”, and stock bonus awards. As of June 30, 2023, the Company had 158,367 shares of common stock reserved for future issuance of equity awards to employees, officers, directors, or consultants under the 2021 Plan.
24

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Options
The Company assumed approximately 410,955 options outstanding under a previous equity incentive plan under the 2021 Plan. In addition, on March 8, 2021, the Company granted 83,333 options to purchase Class A common stock of the Company (the “Officer Options”) to View’s executive officers. The Officer Options time vest over a four-year period with 25% to vest on the twelve-month anniversary of their grant date of March 8, 2021 and the remaining 75% to vest on a monthly basis over the following thirty-six months. No other options have been granted under the 2021 Plan.
The following table summarizes the activity under the 2021 Plan for time vested options:
Options Outstanding
Number of
Shares
Subject to
Stock Options
Outstanding
Weighted-
Average
Exercise Price
Weighted-Average
Remaining
Contractual Term
(in years)
Aggregate
Intrinsic 
Value 1
Balance as of December 31, 2022400 $567.23 6.0$ 
Granted  
Exercised  
Canceled/forfeited(11)593.38 
Outstanding as of June 30, 2023390 $566.28 5.6$ 
Options vested and expected to vest as of June 30, 2023390 $566.29 5.6$ 
Exercisable as of June 30, 2023364 $564.21 5.4$ 
_______________________
1The aggregate intrinsic value is calculated as the difference between the market value of the Company's common shares as of the relevant period end and the respective exercise prices of the options. The market value as of June 30, 2023 and December 31, 2022 was $7.26 and $57.90 per share, respectively, which is the closing sale price of View's common shares on that day as reported by the Nasdaq Global Market.
No options have been exercised under this plan in the six months ended June 30, 2023 and 2022. The total grant date fair value of stock options vested was $2.7 million and $16.2 million during the six months ended June 30, 2023 and 2022, respectively.
As of June 30, 2023, total unrecognized compensation cost related to unvested stock options, net of estimated forfeitures, was $6.4 million and is expected to be recognized over a weighted-average remaining service period of 1.6 years.
RSUs
2021 Officer RSUs
On March 8, 2021, the Company granted 208,333 RSUs (the “2021 Officer RSUs”) for shares of Class A Common Stock of the Company to View’s executive officers. The 2021 Officer RSUs time vest over a four-year period with 25% to vest on the twelve-month anniversary of their grant date of March 8, 2021 and the remaining 75% to vest on a monthly basis over the following thirty-six months subject to the following market-based vesting. 50% of the 2021 Officer RSUs granted to each executive officer will only vest if the share price hurdle of $900.00 is achieved and the remaining 50% of such 2021 Officer RSUs will vest if the share price hurdle of $1,200.00 is achieved.
On August 5, 2022, the Company’s board of directors, upon recommendation of the Compensation Committee, approved an amendment (the “Amendment”) to the 2021 Officer RSUs under the 2021 Plan, which provided that, effective as of September 8, 2022, the market-based vesting conditions applicable to the 2021 Officer RSUs were no longer applicable, and the awards will continue to vest subject only to the time-based vesting conditions, subject to the executive’s continued employment with the Company through each applicable vesting date. Any 2021 Officer RSUs that are not time-vested as of the date of the executive’s termination of employment with the Company shall be forfeited and returned to the 2021 Plan. Except as expressly amended by the Amendment, all the terms and conditions of the 2021 Officer RSUs remained in full force and effect.
The Company accounted for the Amendment as a modification of the original awards. At the modification date, the Company calculated the incremental compensation cost of $22.5 million as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modification. For awards that were vested as of the modification date, the Company recognized $7.9 million of the incremental compensation cost immediately as of the modification date. For awards that were unvested as of the modification date, the sum of the remaining $14.6 million of the incremental compensation cost and the remaining unrecognized compensation cost of $21.2 million for the original awards on the modification date has
25

Table of Contents

View, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
been and will continue to be recognized over the remaining requisite service period of 2.6 years from the modification date. The 2021 Officer RSUs have been included within the disclosures below for the outstanding RSUs under the 2021 Plan.
Other RSUs
The Company has also issued approximately 259,504 RSUs to its employees, directors, and officers (“Others RSUs”) under the 2021 Plan, which vest upon the achievement of specific time-based measures. The fair value for Other RSUs is calculated based on the stock price on the grant date and expensed ratably over the requisite service period, which ranges between one and four years.
The following table summarizes the activities for the outstanding RSUs under the 2021 Plan during the six months ended June 30, 2023:
Number of
Unvested Shares
Weighted
Average
Grant Date
Fair Value 1
Outstanding as of December 31, 2022254 $240.00 
Granted106 32.89 
Vested(97)162.67 
Canceled(24)71.27 
Outstanding as of June 30, 2023240 $196.30 
The total grant date fair value of RSUs vested was $15.7 million and $0.3 million during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, total unrecognized compensation cost related to RSUs, net of estimated forfeitures, was $29.6 million and is expected to be recognized over a weighted-average remaining service period of 2.2 years.
To the extent that the actual forfeiture rate is different than what the Company has anticipated, stock-based compensation related to these awards will be different from expectations.
CEO Incentive Plan
On March 8, 2021, the Company granted the CEO an option award (the “CEO Option Award”) to purchase Class A common stock of the Company at an exercise price of $600.00 per share (the CEO Incentive Plan”), which vests and becomes exercisable upon satisfaction of the performance conditions set forth in the table below, contingent upon the CEO’s continued employment with the Company on each such vesting date.
TrancheOption Shares (#)Average 60-day
Trading Price
per Share of the
Entity ($)
141,666 $1,200.00 
241,666 1,800.00 
341,666 2,400.00 
441,666