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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):
February 5, 2026
Astera Labs, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-41979 |
82-3437062 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
2345 North First Street,
San Jose, CA 95131
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: (408) 766-3806
Not applicable
(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 |
|
Trading
Symbol |
|
Name of each
exchange
on which registered |
| Common
Stock, par value $0.0001 per share |
|
ALAB |
|
Nasdaq
Global Select Market |
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 x
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 February 5, 2026, Astera Labs, Inc. (the “Company”)
and Amazon.com, Inc. (“Parent”) entered into a Transaction Agreement (the “Transaction Agreement”) and the Company
entered into a Warrant Agreement with Amazon.com NV Investment Holdings LLC (“Warrantholder”), to acquire up to an aggregate
of 3,262,299 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant
Shares”) at an exercise price of $142.82 per share (the “Warrant”). The Parent is a customer of the Company and holds
a warrant issued in October 2022, as amended in October 2023.
The Warrant allows for cashless exercise and has an exercise period
through February 5, 2033. Warrant Shares vest upon the achievement of performance conditions, comprised of specified tranches of payments
(as specified in the Warrant) by or on behalf of the Parent and its affiliates, for the purchase up to a total of $6.5 billion, of our
smart fabric switch products, signal conditioning products and optical engine products.
The exercise price and the number of Warrant Shares are subject to
customary anti-dilution adjustments. Upon the consummation of certain delineated transactions (as defined in the Warrant), subject to
certain exceptions, the unvested portion of the Warrant will vest in full. So long as the Warrant is unexercised, the Warrant does not
entitle the Warrantholder to any voting rights or any other shareholder rights. The Transaction Agreement contains customary registration
rights with respect to the Warrant, representations and warranties and covenants of the Company and Parent, and certain restrictions on
the Warrantholder’s ability to transfer the Warrant and the Warrant Shares.
The issuance of the Warrant and the Warrant Shares have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities law. The Company believes
that the transaction is exempt from registration under Section 4(a)(2) of the Securities Act, and customary legends will be affixed
to the Warrant and the Warrant Shares.
The foregoing summaries of the Warrant and the Transaction Agreement
are qualified in their entirety by reference to the complete text of the Warrant, which is filed as Exhibit 4.1 hereto, and the Transaction
Agreement, which is filed as Exhibit 10.1 hereto, each of which are incorporated herein by reference.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
The information provided under Item 1.01 of this Current Report on
Form 8-K with respect to the issuance of the Warrant is incorporated by reference into this Item 3.02.
| Item 9.01 |
Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Warrant Agreement with Amazon.com NV Investment Holdings, LLC, dated February 5, 2026* |
| 10.1 |
|
Transaction Agreement, dated as of February 5, 2026, by and between the Company and Amazon, Inc.* |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
| |
| *
Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
SIGNATURES
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.
| |
|
|
| Date: February 10, 2026 |
Astera Labs, Inc. |
| |
|
|
| |
|
By: |
/s/ Philip Mazzara |
| |
|
Name: Philip Mazzara |
| |
|
Title: General Counsel and Secretary |
