| Item 1.01 |
Entry into a Material Definitive Agreement. |
On May 22, 2026, Shimmick Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as the underwriter named therein (the “Underwriter”), in connection with an underwritten public offering of 3,730,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a public offering price of $3.50 per Share.
Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to 559,500 additional Shares. In connection with the closing of the offering, the Underwriter exercised its option to purchase all 559,500 additional Shares. As a result, the Company sold a total of 4,289,500 Shares in the offering. After the underwriting discount and estimated offering expenses payable by the Company, the Company received net proceeds from the offering of approximately $14.0 million. The offering, including the sale of the additional Shares, closed on May 26, 2026.
The offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-288513) previously filed with the Securities and Exchange Commission and declared effective on July 10, 2025, and a prospectus supplement thereunder.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The Underwriting Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. 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.
The preceding summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
A copy of the opinion of King & Spalding LLP regarding the validity of the shares of common stock sold in the offering is attached as Exhibit 5.1 hereto and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
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| Exhibit Number |
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Description |
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| 1.1 |
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Underwriting Agreement, dated May 22, 2026, by and between Shimmick Corporation and Roth Capital Partners, LLC* |
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| 5.1 |
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Opinion of King & Spalding LLP |
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| 23.1 |
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Consent of King & Spalding LLP (included in Exhibit 5.1) |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish on a supplemental basis to the SEC a copy of any omitted schedule or exhibit upon request by the SEC. |