Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2024
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)(I.R.S. Employer
Identification No.)
1202 BMC Drive, Suite 100
Cedar Park,TX
(Address of principal executive offices)(Zip Code)
(833) 495-4466
(Registrant’s telephone number,
including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareHYLNNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition.
On February 13, 2024, Hyliion Holdings Corp. (the “Company”) issued a press release announcing certain financial and other results for the quarter and year ended December 31, 2023. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
 By:/s/ Thomas Healy
Date:February 13, 2024 Thomas Healy
  Chief Executive Officer

Exhibit 99.1
Hyliion Holdings Corp.
(833) 495-4466



AUSTIN, Texas, February 13, 2024 – Hyliion Holdings Corp. (NYSE: HYLN) (“Hyliion”), a developer of sustainable electricity-producing technology, today reported its fourth-quarter and full-year 2023 financial results.

Key Business Highlights

Announced today, the KARNOTM generator is expected to qualify for up to a 40% tax credit under the Inflation Reduction Act’s Infrastructure Tax Credit (ITC)
Announced today, Detmar Logistics executed a letter of intent for an initial KARNO unit to be deployed in the Permian Basin to operate on waste flare gas
Executed a letter of intent to provide KARNO generators to GTL Leasing
Confirmed plans to deliver initial KARNO generator units to customers in late 2024
Began printing production-intent design components of the KARNO generator
Successfully tested KARNO reactor technology on unprocessed Permian Basin gas; results surpassed emissions standards by 98% for CO and 76% for NOx
Appointed Govindaraj Ramasamy as Chief Commercial Officer
Announced $20 million Stock Repurchase Program
Ended the year with $291 million of total cash and investments
Guidance of $40 to $50 million cash expenditures for KARNO development in 2024

Executive Commentary

“I’m pleased to report that the company’s strategic shift to wind down powertrain operations and focus on our KARNO generator is on track, with significant achievements made in advancing our generator technology and engaging prospective customers during the quarter,” said Hyliion’s Founder and CEO, Thomas Healy. “We expect to deliver the initial KARNO generator deployment units with customers late in 2024 followed by a ramp-up in production and additional deliveries in 2025.”

KARNO Commercial Updates

Today, the company announced that, under the Inflation Reduction Act, the KARNO generator is expected to be characterized the same as a fuel cell, enabling customers to qualify for up to a 40% tax credit under the current ITC.

Hyliion is addressing the commercial power market first with a locally-deployable 200kW generating system which it intends to deliver to initial deployment customers in late 2024. To

Exhibit 99.1
lead these efforts, Hyliion recently hired former Cummins powergen executive, Govi Ramasamy, as Chief Commercial Officer.

Hyliion also announced today that Detmar Logistics has executed a non-binding letter of intent for a KARNO generator and to be part of Hyliion’s early adopter program. Detmar, who supplied Hyliion with test gas from the Permian Basin, intends to operate their unit on waste flare gas to produce electricity at oil & gas sites, without the need for pre-treating the gas.

In addition to Detmar, Hyliion also announced a non-binding letter of intent with GTL Leasing to deliver two KARNO generators for their portable electric vehicle recharging business. Other customers’ letters of intent are in place or being finalized to represent the remaining planned deployments in 2024 and initial deliveries in 2025. Hyliion plans for initial deployments to represent a broad range of applications, including vehicle charging, waste gas fuel sourcing, and prime power generation.

KARNO Generator Development

Hyliion is developing a revolutionary new electrical generator powered by a linear heat motor that is expected to deliver step-change improvements in performance characteristics compared to conventional generating systems, including efficiency, emissions, maintenance requirements, noise levels and fuel flexibility. The KARNO generator is enabled by the latest advances in additive manufacturing technology. Hyliion hosted a Technology Fireside Chat in December 2023 during which Thomas Healy and Josh Mook, Chief Technology Officer, explained the capabilities and advantages of the generator.

Recent technological advancements include beginning to print production-intent design parts of the BETA design of the KARNO generator. The BETA generator design will go through validation throughout 2024 and then is expected to be ready for customer deployments later this year.

The company also tested unprocessed flare gas that was collected from the Permian Basin and confirmed the ability for the KARNO reactor to operate on this fuel, showcasing the fuel agnostic characteristics of the generator. Recent test results on this fuel highlight that the KARNO’s flameless oxidation process is expected to surpass current EPA Tier 4 emissions standards by 98% for CO and 76% for NOx with no additional aftertreatment or catalyst needed.

Powertrain Wind-Down

In November 2023, Hyliion announced that it was winding down its powertrain business segment to maintain the company’s strong cash position as it furthers development of the KARNO generator technology. The company intends to retain the powertrain technology, enabling it to explore future use or sale of the technology and tangible assets. Most wind-down activities are expected to be completed in the first quarter of 2024 while efforts to monetize powertrain assets and technology continue.

Financial Highlights and Guidance

Fourth quarter operating expenses totaled $32.6 million, compared to $31.6 million in the prior-year quarter as the company initiated powertrain wind-down actions. Fourth quarter expenses include $11.5 million of charges directly related to the wind-down, including employee severance, contract cancellation costs, and accelerated depreciation of assets.

Exhibit 99.1
Full-year expenses totaled $136.3 million, compared to $152.4 million for the full year in 2022. Expenses in 2022 include $28.8 million of one-time charges associated with the purchase of KARNO generator technology from GE. Cash expenditures for 2023 were $131 million, including net losses and capital investments. The company ended the year with $291 million in unrestricted cash, and short-term and long-term investments.

For 2024, total cash consumed by the KARNO generator business is expected to be between $40 and $50 million, down compared to $131 million in capital consumed by the company in 2023. This estimate excludes cash payments associated with the stock repurchase program, payments associated with the ongoing wind-down of powertrain operations, and cash generated from the sale of powertrain assets and technology. Hyliion expects to achieve commercialization of the KARNO generator with the capital on hand.

Projections for 2025 include growth of KARNO generator deliveries with proceeds from sales in the low double-digit millions of dollars. The company also projects gross margins to be approximately break-even or slightly negative and cash spending to grow modestly compared to 2024.

About Hyliion

Hyliion is committed to creating innovative solutions that enable clean, flexible and affordable electricity production. The Company’s primary focus is to provide distributed power generators that can operate on various fuel sources to future-proof against an ever-changing energy economy. Headquartered in Austin, Texas, and with research and development in Cincinnati, OH, Hyliion is addressing the commercial space first with a locally-deployable generator that can offer prime power, peak shaving, and renewables matching. Beyond stationary power, Hyliion will address mobile applications such as vehicles and marine. The KARNO generator is a fuel-agnostic solution, enabled by additive manufacturing, that leverages a linear heat generator architecture. The Company aims to offer innovative, yet practical solutions that contribute positively to the environment in the energy economy. For further information, please visit www.hyliion.com.

Forward Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Hyliion and its future financial and operational performance, as well as its strategy, future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Hyliion expressly disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this press release. Hyliion cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Hyliion. These risks include,

Exhibit 99.1
but are not limited to, our status as an early stage the Company with a history of losses, and our expectation of incurring significant expenses and continuing losses for the foreseeable future; our ability to develop to develop key commercial relationships with suppliers and customers; our ability to retain the services of Thomas Healy, our Chief Executive Officer; the expected performance of the KARNO generator and system; the execution of the strategic shift from our powertrain business to our KARNO business, and the other risks and uncertainties described under the heading “Risk Factors” in our SEC filings including in our Annual Report (See item 1A. Risk Factors) on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2024 for the year ended December 31, 2023. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Hyliion’s operations and projections can be found in its filings with the SEC. Hyliion’s SEC Filings are available publicly on the SEC’s website at www.sec.gov, and readers are urged to carefully review and consider the various disclosures made in such filings.

Exhibit 99.1
(Dollar amounts in thousands, except share and per share data)
Three Months Ended December 31,Year Ended December 31,
Product sales and other$— $1,095 $672 $2,106 
Total revenues— 1,095 672 2,106 
Cost of revenues
Product sales and other41 1,618 1,716 8,778 
Total cost of revenues41 1,618 1,716 8,778 
Gross loss(41)(523)(1,044)(6,672)
Operating expenses
Research and development8,768 21,827 82,240 110,370 
Selling, general and administrative12,346 9,733 42,611 41,988 
Exit and termination costs11,474 — 11,474 — 
Total operating expenses32,588 31,560 136,325 152,358 
Loss from operations(32,629)(32,083)(137,369)(159,030)
Interest income3,463 2,658 13,808 5,724 
Gain (loss) on impairment and disposal of assets— 70 (19)
Other income (expense), net36 (32)50 (32)
Net loss$(29,130)$(29,387)$(123,510)$(153,357)
Net loss per share, basic and diluted$(0.16)$(0.16)$(0.68)$(0.87)
Weighted-average shares outstanding, basic and diluted182,885,328 179,719,018 181,411,069 175,400,486 

Exhibit 99.1
(Dollar amounts in thousands, except share data)
December 31,
Current assets
Cash and cash equivalents$12,881 $119,468 
Accounts receivable, net40 1,136 
Inventory— 74 
Prepaid expenses and other current assets18,483 9,795 
Short-term investments150,297 193,740 
Total current assets181,701 324,213 
Property and equipment, net9,987 5,606 
Operating lease right-of-use assets7,070 6,470 
Intangible assets, net— 200 
Other assets1,439 1,686 
Long-term investments128,186 108,568 
Total assets$328,383 $446,743 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable$4,224 $2,800 
Current portion of operating lease liabilities847 347 
Accrued expenses and other current liabilities10,051 11,535 
Total current liabilities15,122 14,682 
Operating lease liabilities, net of current portion6,792 6,972 
Other liabilities203 1,515 
Total liabilities22,117 23,169 
Commitments and contingencies
Stockholders’ equity
Common stock, $0.0001 par value; 250,000,000 shares authorized; 183,071,317 and 179,826,309 shares issued and outstanding at December 31, 2023 and 2022, respectively
18 18 
Additional paid-in capital404,045 397,810 
Treasury stock, at cost; 37,062 and no shares as of December 31, 2023 and 2022, respectively
(Accumulated deficit) retained earnings(97,764)25,746 
Total stockholders’ equity306,266 423,574 
Total liabilities and stockholders’ equity$328,383 $446,743 

Exhibit 99.1
(Dollar amounts in thousands)
Year Ended December 31,
Cash flows from operating activities
Net loss$(123,510)$(153,357)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization3,511 1,227 
Amortization and accretion of investments, net(2,868)1,250 
Noncash lease expense1,496 1,244 
Inventory write-down1,139 5,641 
(Gain) loss on impairment and disposal of assets(1)19 
Share-based compensation6,217 6,979 
Provision for doubtful accounts— 114 
Acquired in-process research and development— 28,752 
Change in operating assets and liabilities, net of effects of business acquisition:
Accounts receivable1,096 (1,180)
Prepaid expenses and other assets463 (571)
Accounts payable1,356 (4,660)
Accrued expenses and other liabilities(3,020)4,571 
Operating lease liabilities(1,776)(1,305)
Net cash used in operating activities(116,962)(116,877)
Cash flows from investing activities
Purchase of property and equipment and other(7,401)(2,885)
Proceeds from sale of property and equipment152 
Purchase of in-process research and development— (14,428)
Payments for security deposit, net(45)— 
Purchase of investments(189,670)(268,584)
Proceeds from sale and maturity of investments215,422 263,723 
Net cash provided by (used in) investing activities18,308 (22,022)
Cash flows from financing activities
Proceeds from exercise of common stock options257 79 
Taxes paid related to net share settlement of equity awards(239)(157)
Repurchase of treasury stock(33)— 
Net cash used in financing activities(15)(78)
Net decrease in cash and cash equivalents and restricted cash(98,669)(138,977)
Cash and cash equivalents and restricted cash, beginning of period120,133 259,110 
Cash and cash equivalents and restricted cash, end of period$21,464 $120,133 

Feb. 13, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 13, 2024
Entity Registrant Name HYLIION HOLDINGS CORP.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38823
Entity Tax Identification Number 83-2538002
Entity Address, Address Line One 1202 BMC Drive,
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Cedar Park,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78613
City Area Code 833
Local Phone Number 495-4466
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol HYLN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001759631
Amendment Flag false

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