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
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Date of Report (Date of earliest event reported): June 01, 2026 |
Amtech Systems, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Arizona |
000-11412 |
86-0411215 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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58 S. River Drive, Suite 370 |
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Tempe, Arizona |
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85288 |
(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (480) 967-5146 |
(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:
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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, par value $0.01 per share |
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ASYS |
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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 ☐
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 June 1, 2026, Amtech Systems, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell in an underwritten public offering (the “Offering”) an aggregate of 2,926,829 shares of its common stock, par value $0.01 per share (“Common Stock”), at a price to the public of $20.50 per share for aggregate gross proceeds of approximately $60 million, less underwriting discounts and commissions and offering expenses. The Offering closed on June 3, 2026 (the “Closing Date”).
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-294296) previously filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2026, which was declared effective on March 23, 2026, and a registration statement on Form S-3MEF (Registration No. 333-296410) filed with the SEC on June 1, 2026, which became automatically effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). A final prospectus related to the Offering dated June 1, 2026, was filed with the SEC on June 3, 2026, pursuant to Rule 424(b)(5) under the Securities Act. This Current Report on Form 8-K (“Current Report”) does not constitute an offer to sell or a solicitation of an offer to buy any securities.
Pursuant to the Underwriting Agreement, the Company agreed to a “lock-up” period of sixty (60) days after the Closing Date with respect to sales of specified securities and agreed not to file or confidentially submit any registration statement with respect to any such securities within such period, subject to certain exceptions, without the prior written consent of the Underwriter. In addition, the Company’s directors and officers have each entered into lock-up agreements pursuant to which each of them has agreed not to, for a period of sixty (60) days after the Closing Date, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the Company’s securities, subject to certain exceptions, without the prior written consent of the Underwriter.
The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting 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 Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting 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.
The foregoing is only a brief description of the terms of the Underwriting Agreement and the lock-up agreements, does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement and the form of lock-up agreement attached as Exhibit A thereto, which is filed as Exhibit 1.1 to this Current Report.
The legal opinion, including the related consent, of DLA Piper LLP (US) relating to the issuance and sale of the shares of Common Stock in the Offering is filed as Exhibits 5.1 and 23.1 to this Current Report, respectively.
Item 8.01 Other Events.
On June 1, 2026, the Company issued a press release announcing the commencement of the Offering. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
On June 1, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.
On June 3, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached to this Current Report as Exhibit 99.3 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
1.1 |
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Underwriting Agreement, dated June 1, 2026, by and between Amtech Systems, Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC |
5.1 |
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Opinion of DLA Piper LLP (US) |
23.1 |
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Consent of DLA Piper LLP (US) (included in Exhibit 5.1) |
99.1 |
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Commencement Press Release dated June 1, 2026 |
99.2 |
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Pricing Press Release dated June 1, 2026 |
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 thereunto duly authorized.
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AMTECH SYSTEMS, INC. |
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Date: |
June 3, 2026 |
By: |
/s/ Robert C. Daigle |
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Name: Robert C. Daigle
Title: Chief Executive Officer |
EXHIBIT 99.1
Amtech Systems Announces Proposed Public Offering of Common Stock
TEMPE, Ariz., June 1, 2026 -- Amtech Systems, Inc. ("Amtech") (NASDAQ: ASYS), a manufacturer of equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication, today announced that it is commencing an underwritten public offering of shares of its common stock. The offering is subject to market 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.
The Company intends to use the net proceeds from this offering to accelerate growth across its semiconductor packaging and advanced wafer substrate fabrication platforms, accretive merger and acquisition opportunities, working capital and general corporate purposes.
Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the proposed offering.
The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-294296) filed with the Securities and Exchange Commission (“SEC”) on March 13, 2026, and declared effective by the SEC on March 23, 2026. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering, when available, may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Amtech Systems, Inc.
Amtech Systems, Inc. (NASDAQ: ASYS) provides equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication. Our products are used to fabricate and package semiconductor devices, such as graphic processing units (GPUs) used in AI applications, silicon carbide (SiC) and silicon (Si) power devices and other optical, analog and digital devices. We sell these products to semiconductor device packaging, electronic assembly and device fabrication companies worldwide, particularly in Asia, North America and Europe. To learn more about Amtech, please visit our website at https://www.amtechsystems.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this press release is forward-looking in nature. All statements in this press release, or made by management of Amtech Systems, Inc. and its subsidiaries ("Amtech"), other than statements of historical fact, are hereby identified as "forward-looking statements" (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995). The forward-looking statements in this press release relate only to events or information as of the date on which the statements are made in this press release. Examples of forward-looking statements include statements regarding Amtech's future financial results, delivering profitable growth, creating long-term value for our shareholders, long term future prospects, operating results, business strategies, projected costs, the optimization and reduction of structural costs, products under development, competitive positions, plans and objectives of Amtech and its management for future operations, efforts to improve operational efficiencies and effectiveness and profitably grow our revenue, and enhancements to our technologies and expansion of our product portfolio. In some cases, forward-looking statements can be identified by terminology such as "may," "plan," "anticipate," "seek," "will," "expect," "intend," "estimate," "believe," "continue," "predict," "potential," "project," "should," "would," "could", "likely," "future," "target," "forecast," "goal," "observe," and "strategy" or the negative of these terms or other comparable terminology used in this press release or by our management, which are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. The Form 10-K that Amtech filed with the Securities and Exchange Commission (the "SEC") for the most recently completed fiscal year ended September 30, 2025, listed various important factors that could affect the Company's future operating results and financial condition and could cause actual results to differ materially from historical results and expectations based on forward-looking statements made in this document or elsewhere by Amtech or on its behalf. These factors can be found under the heading "Risk Factors" in the Form 10-K and in our subsequently filed Quarterly Reports on Form 10-Qs, and investors should refer to them. Because it is not possible to predict or identify all such factors, any such list cannot be considered a complete set of all potential risks or uncertainties. Except as required by law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise.
Amtech Systems may use its website (www.amtechsystems.com), investor relations page (https://www.amtechsystems.com/investors), and LinkedIn page (https://www.linkedin.com/company/amtechsystems) to disclose material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors
and other interested parties should monitor these sites, in addition to following Amtech Systems press releases, Securities and Exchange Commission (SEC) filings, public conference calls and public presentations/webcasts.
Investor Relations Contact:
Darrow Associates
Jordan Darrow
631-766-4528
jdarrow@darrowir.com
EXHIBIT 99.2
Amtech Systems Announces Pricing of $60 Million Oversubscribed Offering of Common Stock
TEMPE, Ariz., June 1, 2026 -- Amtech Systems, Inc. ("Amtech") (NASDAQ: ASYS), a manufacturer of equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication, today announced the pricing of its oversubscribed underwritten public offering of 2,926,829 shares of its common stock, at a public offering price of $20.50 per share, for total gross proceeds of approximately $60 million, before deducting underwriting discounts, commissions, and offering expenses. The offering is expected to close on or about June 3, 2026, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering to accelerate growth across its semiconductor packaging and advanced wafer substrate fabrication platforms, accretive merger and acquisition opportunities, working capital and general corporate purposes.
Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the offering.
The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-294296) filed with the Securities and Exchange Commission (“SEC”) on March 13, 2026, and declared effective by the SEC on March 23, 2026. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering, when available, may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Amtech Systems, Inc.
Amtech Systems, Inc. (NASDAQ: ASYS) provides equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication. Our products are used to fabricate and package semiconductor devices, such as graphic processing units (GPUs) used in AI applications, silicon carbide (SiC) and silicon (Si) power devices and other optical, analog and digital devices. We sell these products to semiconductor device packaging, electronic assembly and device fabrication companies worldwide, particularly in Asia, North America and Europe. To learn more about Amtech, please visit our website at https://www.amtechsystems.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this press release is forward-looking in nature. All statements in this press release, or made by management of Amtech Systems, Inc. and its subsidiaries ("Amtech"), other than statements of historical fact, are hereby identified as "forward-looking statements" (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995). The forward-looking statements in this press release relate only to events or information as of the date on which the statements are made in this press release. Examples of forward-looking statements include statements regarding Amtech's future financial results, delivering profitable growth, creating long-term value for our shareholders, long term future prospects, operating results, business strategies, projected costs, the optimization and reduction of structural costs, products under development, competitive positions, plans and objectives of Amtech and its management for future operations, efforts to improve operational efficiencies and effectiveness and profitably grow our revenue, and enhancements to our technologies and expansion of our product portfolio. In some cases, forward-looking statements can be identified by terminology such as "may," "plan," "anticipate," "seek," "will," "expect," "intend," "estimate," "believe," "continue," "predict," "potential," "project," "should," "would," "could", "likely," "future," "target," "forecast," "goal," "observe," and "strategy" or the negative of these terms or other comparable terminology used in this press release or by our management, which are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. The Form 10-K that Amtech filed with the Securities and Exchange Commission (the "SEC") for the most recently completed fiscal year ended September 30, 2025, listed various important factors that could affect the Company's future operating results and financial condition and could cause actual results to differ materially from historical results and expectations based on forward-looking statements made in this document or elsewhere by Amtech or on its behalf. These factors can be found under the heading "Risk Factors" in the Form 10-K and in our subsequently filed Quarterly Reports on Form 10-Qs, and investors should refer to them. Because it is not possible to predict or identify all such factors, any such list cannot be considered a complete set of all potential risks or uncertainties. Except as required by law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise.
Amtech Systems may use its website (www.amtechsystems.com), investor relations page (https://www.amtechsystems.com/investors), and LinkedIn page (https://www.linkedin.com/company/amtechsystems) to disclose material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors
and other interested parties should monitor these sites, in addition to following Amtech Systems press releases, Securities and Exchange Commission (SEC) filings, public conference calls and public presentations/webcasts.
Investor Relations Contact:
Darrow Associates
Jordan Darrow
631-766-4528
jdarrow@darrowir.com
Source: Amtech Systems, Inc.
EXHIBIT 99.3
Amtech Systems Announces Closing of $60 Million Oversubscribed Public Offering of
Common Stock
TEMPE, Ariz., June 3, 2026 -- Amtech Systems, Inc. ("Amtech") (NASDAQ: ASYS), a manufacturer of equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication, today announced the closing of its oversubscribed underwritten public offering of 2,926,829 shares of common stock, at a public offering price of $20.50 per share, for total gross proceeds of $60 million before deducting underwriting discounts, commissions, and offering expenses. The closing of the offering occurred today, June 3, 2026. The Company intends to use the net proceeds from the offering to accelerate growth across its semiconductor packaging and advanced wafer substrate fabrication platforms, accretive merger and acquisition opportunities, working capital and general corporate purposes.
Titan Partners, a division of American Capital Partners, acted as the sole bookrunner for the offering.
The offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-294296) filed with the Securities and Exchange Commission (“SEC”) on March 13, 2026, and declared effective by the SEC on March 23, 2026. A prospectus supplement and accompanying prospectus relating to the offering are available on the SEC’s website at www.sec.gov. Copies of the prospectus supplement and accompanying prospectus relating to the offering may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Amtech Systems, Inc.
Amtech Systems, Inc. (NASDAQ: ASYS) provides equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication. Our products are used to fabricate and package semiconductor devices, such as graphic processing units (GPUs) used in AI applications, silicon carbide (SiC) and silicon (Si) power devices and other optical, analog and digital devices. We sell these products to semiconductor device packaging, electronic assembly and device fabrication companies worldwide, particularly in Asia, North America and Europe. To learn more about Amtech, please visit our website at https://www.amtechsystems.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this press release is forward-looking in nature. All statements in this press release, or made by management of Amtech Systems, Inc. and its subsidiaries ("Amtech"), other than statements of historical fact, are hereby identified as "forward-looking statements" (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995). The forward-looking statements in this press release relate only to events or information as of the date on which the statements are made in this press release. Examples of forward-looking statements include statements regarding Amtech's future financial results, delivering profitable growth, creating long-term value for our shareholders, long term future prospects, operating results, business strategies, projected costs, the optimization and reduction of structural costs, products under development, competitive positions, plans and objectives of Amtech and its management for future operations, efforts to improve operational efficiencies and effectiveness and profitably grow our revenue, and enhancements to our technologies and expansion of our product portfolio. In some cases, forward-looking statements can be identified by terminology such as "may," "plan," "anticipate," "seek," "will," "expect," "intend," "estimate," "believe," "continue," "predict," "potential," "project," "should," "would," "could", "likely," "future," "target," "forecast," "goal," "observe," and "strategy" or the negative of these terms or other comparable terminology used in this press release or by our management, which are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. The Form 10-K that Amtech filed with the Securities and Exchange Commission (the "SEC") for the most recently completed fiscal year ended September 30, 2025, listed various important factors that could affect the Company's future operating results and financial condition and could cause actual results to differ materially from historical results and expectations based on forward-looking statements made in this document or elsewhere by Amtech or on its behalf. These factors can be found under the heading "Risk Factors" in the Form 10-K and in our subsequently filed Quarterly Reports on Form 10-Qs, and investors should refer to them. Because it is not possible to predict or identify all such factors, any such list cannot be considered a complete set of all potential risks or uncertainties. Except as required by law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise.
Amtech Systems may use its website (www.amtechsystems.com), investor relations page (https://www.amtechsystems.com/investors), and LinkedIn page (https://www.linkedin.com/company/amtechsystems) to disclose material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors and other interested parties should monitor these sites, in addition to following Amtech Systems press releases, Securities and Exchange Commission (SEC) filings, public conference calls and public presentations/webcasts.
Investor Relations Contact:
Darrow Associates
Jordan Darrow
631-766-4528
jdarrow@darrowir.com
