Current Report Filing (8-k)
February 11 2021 - 4:33PM
Edgar (US Regulatory)
0000808326
false
22-2746503
0000808326
2021-02-10
2021-02-10
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2021
EMCORE
CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey
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001-36632
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22-2746503
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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2015 W. Chestnut Street
Alhambra, California
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91803
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(Address of principal executive offices)
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(Zip Code)
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(626)
293-3400
(Registrant’s telephone number,
including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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EMKR
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The Nasdaq Stock Market LLC
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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. ¨
On
February 10, 2021, EMCORE Corporation (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with the several underwriters named in the Underwriting Agreement (collectively, the
“Underwriters”) for whom Cowen and Company, LLC is acting as representative, relating to the public offering (the
“Offering”) by the Company of 5,787,037 shares of its common stock, no par value (“Common Stock”), at
a price to the public of $5.40 per share. Under the terms of the Underwriting Agreement, the
Company granted the Underwriters a 30-day option to purchase up to an additional 868,056 shares of Common Stock. The
net proceeds to the Company from the Offering will be approximately $29.1 million,
after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The
Offering is expected to close on February 16, 2021, subject to the satisfaction of customary closing conditions.
The
Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File
No. 333-235818) and the registration statement on Form S-3 (File No. 333-252970) filed by the Company pursuant to Rule
462(b) under the Securities Act of 1933, including the related prospectus, that was filed with the Securities and Exchange
Commission on January 6, 2020 and declared effective on January 27, 2020, as supplemented by a prospectus supplement dated
February 10, 2021. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The
foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete
description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the
Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
A copy of the legal opinion relating to the legality of the issuance and sale of Common Stock in the Offering is attached as
Exhibit 5.1 to this Current Report on Form 8-K.
On February 10, 2021, the Company issued
a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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EMCORE CORPORATION
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Date: February 11, 2021
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By:
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/s/ Tom Minichiello
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Name:
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Tom Minichiello
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Title:
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Chief Financial Officer
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