Enovix Corporation (“Enovix”) (NASDAQ: ENVX), an
advanced silicon battery company, today announced its intent to
offer $150 million aggregate principal amount of Convertible Senior
Notes due 2028 (the “Notes”) in a private placement (the
“Offering”) to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). Enovix also intends to
grant the initial purchasers of the Notes an option to purchase,
within a 13-day period beginning on, and including, the date on
which the Notes are first issued, up to an additional $22.5 million
aggregate principal amount of Notes. The Offering is subject to
market and other conditions, and there can be no assurance as to
whether or when the Offering may be completed, or as to the actual
size or terms of the Offering.
Entities affiliated with Thurman J. Rodgers, Enovix’s Chairman
(the “Affiliated Investors”), have indicated an interest in
purchasing up to $5.0 million aggregate principal amount of
additional Notes in a separate concurrent private placement under
Section 4(a)(2) of the Securities Act (the Notes purchased by the
Affiliated Investors, the “Affiliate Notes”). The Affiliate Notes
are expected to be sold at the same price, and constitute part of
the same series, as the Notes. The Affiliated Investors are under
no obligation to purchase any of the Affiliate Notes offered and
their interest in purchasing such Affiliate Notes is not a
commitment to do so.
The Notes will be general unsecured obligations of Enovix and
will accrue interest payable semiannually in arrears. The Notes
will be convertible at the option of holders into cash, shares of
Enovix’s common stock or a combination of cash and shares of
Enovix’s common stock, at Enovix’s election. The interest rate,
initial conversion rate and other terms of the Notes will be
determined at the time of pricing of the Offering.
Enovix expects to use a portion of the net proceeds from the
Offering and the sale of the Affiliate Notes to pay the cost of the
capped call transactions described below. Enovix expects to use the
remaining net proceeds from the Offering and the sale of Affiliate
Notes to build out a second battery cell manufacturing facility and
fund the acquisition of production lines of its second generation
(“Gen2”) manufacturing equipment, and for working capital and
general corporate purposes. If the initial purchasers exercise
their option to purchase additional Notes, Enovix expects to use a
portion of the net proceeds from the sale of the additional Notes
to enter into additional capped call transactions with the Option
Counterparties (as defined below).
In connection with the pricing of the Notes, Enovix expects to
enter into capped call transactions with one or more of the initial
purchasers or affiliates thereof and/or other financial
institutions (the “Option Counterparties”). The capped call
transactions will cover, subject to customary adjustments, the
number of shares of Enovix’s common stock initially underlying the
Notes (including the Affiliate Notes). The capped call transactions
are expected generally to reduce the potential dilution to Enovix’s
common stock upon any conversion of Notes and/or offset any cash
payments Enovix is required to make in excess of the principal
amount of converted Notes, as the case may be, with such reduction
and/or offset subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, Enovix expects the Option Counterparties
or their respective affiliates will enter into various derivative
transactions with respect to Enovix’s common stock and/or purchase
shares of Enovix’s common stock concurrently with or shortly after
the pricing of the Notes, including with, or from, as the case may
be, certain investors in the Notes. This activity could increase
(or reduce the size of any decrease in) the market price of
Enovix’s common stock or the trading price of the Notes at that
time.
In addition, the Option Counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Enovix’s common stock
and/or purchasing or selling Enovix’s common stock or other
securities of Enovix in secondary market transactions following the
pricing of the Notes and prior to the maturity of the Notes (and
are likely to do so during the 40 trading day period beginning on
the 41st scheduled trading day prior to maturity of the Notes, or,
to the extent Enovix exercises the relevant election under the
capped call transactions, following any repurchase, redemption or
conversion of the Notes). This activity could also cause or avoid
an increase or a decrease in the market price of Enovix’s common
stock or the Notes which could affect a noteholder’s ability to
convert the Notes and, to the extent the activity occurs during any
observation period related to a conversion of Notes, this could
affect the number of shares, if any, and value of the consideration
that a noteholder will receive upon conversion of its Notes.
The Notes and any shares of Enovix’s common stock potentially
issuable upon conversion of the Notes have not been and will not be
registered under the Securities Act, any state securities laws or
the securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification thereof under the
securities laws of any such state or jurisdiction.
Forward-Looking StatementsThis press release
contains forward-looking statements including statements concerning
the proposed terms of the Notes and capped call transactions, the
completion, timing and size of the proposed Offering of the Notes
and sale of the Affiliate Notes and capped call transactions, the
investors purchasing Notes and the amounts thereof, and the
anticipated use of proceeds from the Offering and sale of the
Affiliate Notes. The words “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “seek,” “plan,”
“project,” “target,” “looking ahead,” “look to,” “move into,” and
similar expressions are intended to identify forward-looking
statements. Forward-looking statements represent Enovix’s current
beliefs, estimates and assumptions only as of the date of this
press release and information contained in this press release
should not be relied upon as representing Enovix’s estimates as of
any subsequent date. These forward-looking statements are subject
to risks, uncertainties, and assumptions. If the risks materialize
or assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. Risks include, but are not limited to market risks,
trends and conditions. These risks are not exhaustive. Further
information on these and other risks that could affect Enovix’s
results is included in its filings with the Securities and Exchange
Commission (“SEC”), including its Annual Report on Form 10-K for
the fiscal year ended January 1, 2023, and the future reports that
it may file from time to time with the SEC. Enovix assumes no
obligation to, and does not currently intend to, update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
About EnovixEnovix is on a mission to power the
technologies of the future. Everything from IoT, mobile and
computing devices, to the vehicle you drive, needs a better
battery. The company’s disruptive architecture enables a battery
with high energy density and capacity without compromising safety.
Enovix is scaling its silicon-anode, lithium-ion battery
manufacturing capabilities to meet customer demand.
For investor and media inquiries, please
contact:
Enovix CorporationCharles AndersonPhone: +1 (612) 229-9729Email:
canderson@enovix.com
Or
The Blueshirt GroupGary Dvorchak, CFAPhone: (323) 240-5796Email:
gary@blueshirtgroup.com
For media inquiries, please contact:
Enovix CorporationKristin AtkinsPhone: +1 (650) 815-6934Email:
katkins@enovix.com
Source: Enovix Corporation
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