ACM Research sells 2,884,615 shares in offering

ACM Research, Inc. completed a registered direct stock offering of 2,884,615 shares of Class A common stock at $52.00 per share under an effective Form S-3 shelf registration.

Rhea-AI Filing Summary

ACM Research, Inc. completed a registered direct stock offering of 2,884,615 shares of Class A common stock at $52.00 per share under an effective Form S-3 shelf registration. The transaction closed on May 15, 2026, and the company received approximately $149,849,980 in net proceeds after estimated expenses.

Insights

Capital markets analyst

ACM Research completed a sizable direct equity raise, strengthening liquidity while adding share dilution.

ACM Research issued 2,884,615 Class A common shares at $52.00 per share in a registered direct offering to institutional investors using its Form S-3 shelf. The deal was executed quickly, with the purchase agreement on May 12, 2026 and closing on May 15, 2026.

The company received approximately $149,849,980 in net proceeds after offering expenses, which increases available capital but also expands the share count. The filing does not specify the planned use of funds, so future disclosures in company communications or periodic reports may provide context on how this capital supports operations or growth initiatives.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares issued: 2,884,615 shares Offering price: $52.00 per share Net proceeds: $149,849,980 +3 more

6 metrics

Shares issued 2,884,615 shares Class A common stock sold in registered direct offering

Offering price $52.00 per share Price for each share of Class A common stock

Net proceeds $149,849,980 Approximate net cash received after estimated expenses

Registration form Form S-3 (File No. 333-278041) Shelf registration statement used for the offering

Agreement date May 12, 2026 Date of Securities Purchase Agreement with investors

Closing date May 15, 2026 Date the registered direct offering was consummated

Key Terms

registered direct offering, Securities Purchase Agreement, shelf registration statement, Form S-3, +2 more

6 terms

registered direct offering financial

"the Company agreed to issue and sell to the Investors in a registered direct offering (the “Offering”)"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Securities Purchase Agreement financial

"ACM Research, Inc. entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

shelf registration statement regulatory

"at an offering price of $52.00 per Share pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"pursuant to an effective shelf registration statement on Form S-3 (File No. 333-278041)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"and a related prospectus supplement filed with the U.S. Securities and Exchange Commission on May 12, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Item 8.01 Other Events regulatory

"Item 8.01 Other Events. As previously disclosed, on May 12, 2026, ACM Research, Inc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ACM Research (ACMR) announce in its latest 8-K filing?

ACM Research reported completion of a registered direct offering of 2,884,615 Class A common shares at $52.00 per share. The transaction used an effective Form S-3 shelf registration and closed on May 15, 2026 with net proceeds of approximately $149,849,980.

How many shares did ACM Research (ACMR) sell in the new offering?

ACM Research sold 2,884,615 shares of its Class A common stock in a registered direct offering. These shares were issued to investors named in a Securities Purchase Agreement dated May 12, 2026, pursuant to an effective Form S-3 shelf registration statement.

What price did ACM Research (ACMR) receive per share in the offering?

ACM Research priced the registered direct offering at $52.00 per share for its Class A common stock. This fixed share price applied to all 2,884,615 shares sold to the investors under the Securities Purchase Agreement executed on May 12, 2026.

How much cash did ACM Research (ACMR) raise from this stock sale?

ACM Research received approximately $149,849,980 in net proceeds from the registered direct offering. This figure reflects total cash raised after deducting estimated offering expenses the company is responsible for paying in connection with the transaction.

What registration statement did ACM Research (ACMR) use for this offering?

The company used an effective shelf registration statement on Form S-3, File No. 333-278041, together with a related prospectus supplement filed May 12, 2026. These documents allowed ACM Research to conduct the registered direct offering of its Class A common stock.

When did ACM Research (ACMR) complete its registered direct offering?

ACM Research consummated the registered direct offering on May 15, 2026. This closing followed execution of the Securities Purchase Agreement on May 12, 2026 and filing of the related prospectus supplement under the company’s effective Form S-3 shelf registration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:16 PM Learn about SEC filing dates

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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): May 15, 2026

ACM Research, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38273		94-3290283
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

42307 Osgood Road, Suite I
Fremont, California		94539
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (510) 445-3700

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		Trading symbol		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		ACMR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:          

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 8.01   Other Events.

As previously disclosed, on May 12, 2026, ACM Research, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors named therein (the “Investors”). Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Investors in a registered direct offering (the “Offering”) an aggregate of 2,884,615 shares (the “Shares”) of Class A common stock, par value $0.0001 per share (“Common Stock”) at an offering price of $52.00 per Share pursuant to an effective shelf registration statement on Form S-3 (File No. 333-278041) and a related prospectus supplement filed with the U.S. Securities and Exchange Commission on May 12, 2026.

On May 15, 2026, the Company consummated the Offering and received net proceeds of approximately $149,849,980, after deducting estimated offering expenses payable by the Company.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

2

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.

	ACM RESEARCH, INC.
	By:	/s/ Mark McKechnie
		Mark McKechnie
		Chief Financial Officer and Treasurer

Dated: May 15, 2026

3

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB