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  4. [8-K] ACM Research, Inc. Reports Material Event

ACM Research (NASDAQ: ACMR) sells 2,884,615 shares at $52 in direct deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ACM Research, Inc. entered into a Securities Purchase Agreement with U.S. institutional investors for a registered direct offering of 2,884,615 shares of Class A common stock at $52.00 per share. Closing is expected on or about May 15, 2026, subject to customary conditions.

The company expects net proceeds of approximately $149,849,980, which it plans to use, together with existing cash and cash equivalents, for U.S. and global expansion and general corporate purposes. ACM Research agreed to a six-month lock-up on its Class A common stock and certain other securities, subject to specified exceptions.

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Insights

ACM Research is raising primary equity capital through a registered direct stock sale.

ACM Research agreed to sell 2,884,615 shares of Class A common stock at $52.00 per share to U.S. institutional investors in a registered direct offering. This is new primary issuance under an effective Form S-3 shelf.

The company expects net proceeds of approximately $149,849,980, earmarked for U.S. and global expansion and general corporate purposes. A six-month company lock-up on Class A common stock and certain other securities may limit further near-term primary issuances, absent a waiver by the investors’ advisor.

Execution depends on satisfying customary closing conditions, with completion expected on or about May 15, 2026. Forward-looking statements highlight market conditions and closing risks, as well as previously disclosed risk factors in the prospectus supplement and the latest Form 10-K.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares offered 2,884,615 shares Registered direct offering of Class A common stock
Offering price $52.00 per share Price for Class A common stock in the offering
Expected net proceeds approximately $149,849,980 Net of estimated offering expenses
Form type Form S-3 shelf registration File No. 333-278041 used for the offering
Expected closing date on or about May 15, 2026 Subject to customary closing conditions
Lock-up period 6 months Company lock-up on Class A common stock and certain securities
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.
shelf registration statement regulatory
"pursuant to an effective shelf registration statement on Form S-3 (File No. 333-278041)"
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.
Prospectus Supplement regulatory
"and a related prospectus supplement filed with the U.S. Securities and Exchange Commission"
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.
lock-up financial
"The Company agreed to a 6-month lock-up (that can be waived by the Investors’ investment advisor)"
A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.
forward-looking statements regulatory
"This includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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 12, 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 1.01
Entry Into a Material Definitive Agreement.
 
On May 12, 2026, ACM Research, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain U.S. institutional investors named therein managed by Tekne Capital Management, LLC (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 (“SEC”) on May 12, 2026 (the “Prospectus Supplement”). The closing of the Offering is expected to occur on or about May 15, 2026, subject to the satisfaction of customary closing conditions.

The Company expects to receive net proceeds from the Offering of approximately $149,849,980 million, after deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering, together with its existing cash and cash equivalents, for U.S. and global expansion, as well as general corporate purposes.

The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Investors, customary conditions to closing, and other obligations of the parties. The Company agreed to a 6-month lock-up (that can be waived by the Investors’ investment advisor) with respect to the Company’s Class A common stock and its certain other securities, subject to certain exceptions. The representations, warranties and agreements contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

K&L Gates LLP, counsel to the Company, has issued an opinion to the Company, dated May 12, 2026, regarding the validity of the Shares to be issued and sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Form 8-K.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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
Forward-Looking Statements.

This Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Form 8-K other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s intended use of the net proceeds from the Offering, and the closing of the Offering. When used herein, words including “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon the Company’s current expectations and various assumptions. The Company believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. The Company may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, the risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions relating to the Offering, and the other important factors discussed under the caption “Risk Factors” in the Prospectus Supplement and under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such factors may be updated from time to time in its other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. Any such forward-looking statements represent management’s estimates as of the date of this Current Report on Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, except as required by law, it disclaims any obligation to do so, even if subsequent events cause the Company’s views to change. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report on Form 8-K.

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit
Description
     
5.1
Opinion of K&L Gates LLP



10.1
Securities Purchase Agreement, dated May 12, 2026, among the Company and the Investors



23.1
Consent of K&L Gates LLP (included in Exhibit 5.1)



104
Cover Page Interactive Data File (embedded within the XBRL document)

3
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 12, 2026



4

Source: View Original Filing on SEC EDGAR

FAQ

What stock offering did ACM Research (ACMR) announce in this 8-K?

ACM Research agreed to a registered direct offering of 2,884,615 shares of Class A common stock at $52.00 per share to U.S. institutional investors, under its effective Form S-3 shelf and a related prospectus supplement filed on May 12, 2026.

How much capital does ACM Research (ACMR) expect to raise from the offering?

The company expects net proceeds of approximately $149,849,980 from the offering, after estimated expenses. These funds, combined with existing cash and cash equivalents, are intended to support U.S. and global expansion initiatives and other general corporate purposes.

How will ACM Research (ACMR) use the proceeds of the stock sale?

ACM Research plans to use the net proceeds, together with existing cash and cash equivalents, for U.S. and global expansion and for general corporate purposes. The filing does not break out specific projects but links the capital to broader growth and operating needs.

When is the ACM Research (ACMR) stock offering expected to close?

The closing of the offering is expected to occur on or about May 15, 2026, subject to satisfaction of customary closing conditions. These include standard representations, warranties, and other obligations in the Securities Purchase Agreement between ACM Research and the institutional investors.

What lock-up agreement did ACM Research (ACMR) enter in connection with the offering?

ACM Research agreed to a six-month lock-up covering its Class A common stock and certain other securities, subject to specified exceptions. The investors’ investment advisor has the ability to waive this lock-up, which could affect the timing of any additional issuances.

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