STOCK TITAN
  1. Home
  2. Sec-filings
  3. BZAI
  4. [8-K] Blaize Holdings, Inc. Reports Material Event

Blaize (NASDAQ: BZAI) prices $35M public common stock sale

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

Rhea-AI Filing Summary

Blaize Holdings, Inc. is conducting an underwritten public offering of 18,918,918 shares of common stock at $1.85 per share. The company expects gross proceeds of about $35 million for the base shares, rising to approximately $40.25 million if the 2,837,837-share over‑allotment option is fully exercised.

The net proceeds are earmarked primarily for working capital and general corporate purposes, and the offering is expected to close on May 7, 2026, subject to customary conditions. Executives and directors agreed to a 60‑day lock‑up, and certain existing warrants had their exercise price reduced from $5.00 to $3.00 per share.

Positive

  • None.

Negative

  • None.

Insights

Blaize raises equity capital through a discounted stock sale and warrant repricing.

Blaize Holdings, Inc. entered an underwriting agreement for 18,918,918 common shares at $1.85 per share, with an additional 2,837,837-share option. Gross proceeds are about $35 million, or roughly $40.25 million if the option is fully used. Proceeds are directed to working capital and general corporate purposes.

The transaction adds new equity capital but also dilutes existing shareholders, as it is a primary common stock issuance rather than secondary selling. A 60‑day lock‑up for executives and directors helps limit insider sales immediately after closing, while the warrant amendment lowering the exercise price from $5.00 to $3.00 makes those warrants more likely to be exercised.

The overall impact depends on how effectively Blaize deploys the new funds into its AI computing business. Future periodic reports and updates on operations will show whether this capital raise supports growth that offsets dilution and potential additional share issuance from the repriced warrants.

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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares offered 18,918,918 shares Base common stock offering size
Public offering price $1.85 per share Price to the public for common stock
Over-allotment option shares 2,837,837 shares 30-day option granted to underwriters
Gross proceeds (base) $35 million Expected gross proceeds from base shares
Gross proceeds with option $40.25 million If option shares are fully exercised
Original warrant exercise price $5.00 per share Prior exercise price for certain warrants
New warrant exercise price $3.00 per share Reduced exercise price under warrant amendment
Lock-up period 60 days From date of prospectus supplement for insiders
underwriting agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with Northland Securities, Inc."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
lock-up agreement financial
"Each of the Company’s executive officers and directors has entered into a lock-up agreement"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
shelf registration statement on Form S-3 regulatory
"The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
over-allotment option financial
"granted the Underwriters a 30-day option to purchase up to 2,837,837 additional shares"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
common stock purchase warrants financial
"Amendment No. 1 to Common Stock Purchase Warrants (the “Warrant Amendment”)"
Common stock purchase warrants are tradable instruments that give the holder the right to buy a company’s common shares at a set price before a specified date, like a coupon that lets you purchase stock later at a fixed rate. They matter to investors because they offer a way to gain future upside if the stock rises, but when exercised they increase the number of shares outstanding and can reduce existing shareholders’ ownership and earnings per share.
gross proceeds financial
"gross proceeds to the Company from the Offering for the Base Shares are expected to be approximately $35.0 million"
The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.
Understanding 8-K Material Events →
0001871638FALSE00018716382026-05-052026-05-050001871638us-gaap:CommonStockMember2026-05-052026-05-050001871638us-gaap:WarrantMember2026-05-052026-05-05


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 5, 2026


Blaize Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)


Delaware001-4113986-2708752
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
4659 Golden Foothill Parkway, Suite 206
El Dorado Hills, California
95762
(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: 916 347-0050

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(s)
Name of each exchange on which registered
Common stock, par value $0.0001 per shareBZAIThe Nasdaq Stock Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per shareBZAIWThe Nasdaq Stock Market
Series A Junior Participating Preferred Stock,
par value $0.0001 per share		The Nasdaq Stock 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 May 5, 2026, Blaize Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Northland Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale (the “Offering”) of 18,918,918 shares (the “Base Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) at a price to the public of $1.85 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 2,837,837 additional shares of Common Stock (the “Option Shares” and, together with the Base Shares, the “Shares”) at the public offering price. The gross proceeds to the Company from the Offering for the Base Shares are expected to be approximately $35.0 million, before deducting underwriting discounts and estimated offering expenses payable by the Company. If the Option Shares are fully exercised, the Company expects to receive aggregate gross proceeds of approximately $40.25 million, before deducting underwriting discounts and other offering expenses.

The Company intends to use the net proceeds of the Offering primarily for working capital and other general corporate purposes. The Offering is expected to close on May 7, 2026.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-292986), which was declared effective on February 4, 2026 by the Securities and Exchange Commission (the “SEC”), including the base prospectus contained therein, and the prospectus supplement dated May 6, 2026 (the “Prospectus Supplement”).

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. 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 the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties.

Each of the Company’s executive officers and directors has entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which each has agreed, subject to certain exceptions set forth therein, not to dispose of or hedge any shares of Common Stock of the Company or securities convertible into or exchangeable for shares of Common Stock during the period from the date of the Lock-Up Agreement continuing through the close of business sixty (60) days after the date of the Prospectus Supplement.

The foregoing descriptions of the Underwriting Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Underwriting Agreement and the form of Lock-Up Agreement, copies of which are filed as Exhibit 1.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K (the “Current Report”), and are incorporated by reference herein.

A copy of the opinion of Faegre Drinker Biddle & Reath LLP relating to the legality of the issuance and sale of the shares of Common Stock is attached as Exhibit 5.1 to this Current Report.

On May 5, 2026, the Company entered into Amendment No. 1 to Common Stock Purchase Warrants (the “Warrant Amendment”) with Polar Multi-Strategy Master Fund and Polar Long/Short Master Fund (together, the “Holders”) amending the outstanding warrants to purchase common stock previously issued to Holders to adjust the exercise price from $5.00 per share to $3.00 per share. The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, a copy of which is attached as Exhibit 10.2 to this Current Report and is incorporated by reference herein.

This Current Report, including the exhibits attached hereto, does not constitute an offer to sell or the solicitation of an offer to buy any Company securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Item 8.01.    Other Events.

A copy of the press release announcing the Offering and a copy of the press release announcing the pricing of the Offering are attached to this Current Report as Exhibits 99.1 and 99.2, respectively.




Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.Description
1.1
Underwriting Agreement, by and between Blaize Holdings, Inc. and Northland Securities, Inc., dated May 5, 2026
5.1
Opinion of Faegre Drinker Biddle & Reath LLP
10.1
Form of Lock-Up Agreement
10.2
Amendment No. 1 to Common Stock Purchase Warrants, by and among Blaize Holdings, Inc., Polar Long/Short Master Fund, and Polar Multi-Strategy Master Fund, dated May 5, 2026
23.1
Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1)
99.1
Press release issued by Blaize Holdings, Inc., dated May 5, 2026
99.2
Press release issued by Blaize Holdings, Inc., dated May 6, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL Document).





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.


Blaize Holdings, Inc.
Date: May 6, 2026
By: /s/ Kim Evans
Kim Evans
General Counsel






Exhibit 99.1
Blaize Announces Public Offering of Common Stock
EL DORADO HILLS, Calif., May 5, 2026 /PRNewswire/ -- Blaize Holdings, Inc. (Nasdaq: BZAI, Nasdaq: BZAIW) (“Blaize,” the “Company,” “we,” “our,” or “us”), a leader in programmable, energy-efficient AI computing, announced today that it intends to offer and sell shares of its common stock in an underwritten public offering. In connection with the offering, Blaize also expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock offered at the public offering price, less the underwriting discounts. 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.
The Company intends to use net proceeds from the offering for working capital and general corporate purposes.
Northland Capital Markets is acting as sole bookrunning manager for the offering. The Benchmark Company, LLC is acting as co-manager for the offering.
A shelf registration statement on Form S-3 relating to the securities offered in the public offering described above was filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2026 (File No. 333-292986) and declared effective by the SEC on February 4, 2026. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. 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 the accompanying prospectus, when available, may also be obtained from Northland Securities, Inc., 150 South Fifth Street, Suite 3300, Minneapolis, MN, Attention: Heidi Fletcher, by telephone at (612) 851-4918. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.


About Blaize
Blaize delivers a programmable AI platform, purpose-built for AI inference workloads in real-world environments. Its Hybrid AI architecture combines the Blaize GSP (Graph Streaming Processor), an efficient AI processor, with GPU-based infrastructure, enabling AI inference workloads to run across edge, cloud, and data center. Blaize solutions support computer vision, multimodal AI, and sensor-driven applications across smart cities, industrial automation, telecommunications, retail, logistics, and defense. Blaize is headquartered in El Dorado Hills, California, with a global presence across North America, Europe, the Middle East, and Asia.

Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are based on beliefs and assumptions and on information currently available to Blaize and include those relating to the expected timing of the offering, the satisfaction of customary closing conditions related to the offering, and our intended use of proceeds from the offering. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to those factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 24, 2026 and in other filings made by Blaize from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-


looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Blaize assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC.

Blaize Contact
press@blaize.com 

Investors
ir@blaize.com 






Exhibit 99.2

Blaize Announces Pricing of $35 Million Public Offering of Common Stock
EL DORADO HILLS, Calif., May 6, 2026 /PRNewswire/ -- Blaize Holdings, Inc. (Nasdaq: BZAI, Nasdaq: BZAIW) ("Blaize," the “Company,” “we,” “our,” or “us”), a leader in programmable, energy-efficient AI computing, announced today the pricing of its registered underwritten public offering of 18,918,918 shares of its common stock at a public offering price of $1.85 per share, resulting in gross proceeds to the Company of approximately $35 million, before deducting the underwriters’ discounts and estimated offering fees and expenses. In addition, Blaize granted the underwriters a 30-day option to purchase up to an additional 2,837,837 shares of common stock at the public offering price, less the underwriting discounts. The offering is expected to close on May 7, 2026, subject to customary closing conditions.
The Company intends to use net proceeds from the offering for working capital and general corporate purposes.
Northland Capital Markets is acting as sole bookrunning manager for the offering. The Benchmark Company, LLC is acting as co-manager for the offering.
A shelf registration statement on Form S-3 relating to the securities offered in the public offering described above was filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2026 (File No. 333-292986) and declared effective by the SEC on February 4, 2026. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. A final prospectus supplement relating to the offering will be filed with the SEC and will be available on its website. Copies of the final prospectus supplement and the accompanying prospectus, when available, may also be obtained from Northland Securities, Inc., 150 South Fifth Street, Suite 3300, Minneapolis, MN, Attention: Heidi Fletcher, by telephone at (612) 851-4918.


This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
About Blaize
Blaize delivers a programmable AI platform, purpose-built for AI inference workloads in real-world environments. Its Hybrid AI architecture combines the Blaize GSP (Graph Streaming Processor), an efficient AI processor, with GPU-based infrastructure, enabling AI inference workloads to run across edge, cloud, and data center. Blaize solutions support computer vision, multimodal AI, and sensor-driven applications across smart cities, industrial automation, telecommunications, retail, logistics, and defense. Blaize is headquartered in El Dorado Hills, California, with a global presence across North America, Europe, the Middle East, and Asia.

Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are based on beliefs and assumptions and on information currently available to Blaize and include those relating to the expected closing of the offering, the satisfaction of customary closing conditions related to the offering, and our intended use of proceeds from the offering. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to those factors discussed


under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 24, 2026, and in other filings made by Blaize from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Blaize assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC.

Blaize Contact
press@blaize.com 

Investors
ir@blaize.com 








Source: View Original Filing on SEC EDGAR

FAQ

What did Blaize Holdings (BZAI) announce in this 8-K filing?

Blaize Holdings announced an underwritten public offering of common stock, selling 18,918,918 shares at $1.85 per share. The deal includes a 30-day option for underwriters to buy 2,837,837 additional shares and is expected to close on May 7, 2026, subject to conditions.

How much money will Blaize Holdings (BZAI) raise from the stock offering?

Blaize expects gross proceeds of about $35 million from the base 18,918,918 shares. If underwriters fully exercise the 2,837,837-share option, total gross proceeds would be approximately $40.25 million, before underwriting discounts and offering expenses.

What will Blaize Holdings (BZAI) use the offering proceeds for?

Blaize intends to use the net proceeds primarily for working capital and general corporate purposes. This typically includes funding day-to-day operations, supporting growth initiatives, and maintaining liquidity as the company develops and deploys its AI computing solutions.

How were Blaize’s existing warrants affected by this transaction?

Blaize amended certain outstanding common stock purchase warrants held by Polar funds, reducing their exercise price from $5.00 to $3.00 per share. This warrant amendment makes exercising those warrants more attractive if the market price is above the new lower exercise price.

Under which registration statement is Blaize (BZAI) conducting this offering?

The offering is being made under Blaize’s shelf registration statement on Form S-3 (File No. 333-292986). The registration statement was filed with the SEC on January 27, 2026 and declared effective on February 4, 2026.

Filing Exhibits & Attachments

10 documents

Press Releases

Agreements & Contracts

Other Documents