SCHMID Group (SHMD) raises $20M via converts and wins EUR 37M AI equipment order
Rhea-AI Filing Summary
SCHMID Group N.V. entered into an investment agreement to issue $20 million of senior convertible notes in a private placement to an institutional investor. The notes carry 5% annual interest (compounded quarterly), are issued at 99% of principal, mature on January 14, 2029, and are convertible at the investor’s option at the lower of $10.50 or 97% of the share volume-weighted average price, with a minimum conversion price of $1.93 per share. Proceeds will fund working capital for accelerating orders and growth capital for moving to an owned, higher-capacity manufacturing plant in China.
The company also received a repeat order exceeding EUR 37 million for advanced HDI-ML and mSAP equipment from a major Chinese customer, supporting capacity expansion for AI server boards and optical modules. Order intake for the six months ended June 30, 2026 was EUR 44.3 million excluding this order and EUR 81.7 million including it. SCHMID is reviewing an upward revision of its 2026 order-intake guidance and plans to provide updated quantitative guidance with its second-quarter 2026 business update. As of this report, 65,675,726 ordinary shares are outstanding, including 1,490,000 shares issued under a standby equity purchase agreement.
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Insights
Convertible financing boosts liquidity while large AI-related order lifts backlog.
SCHMID is raising $20.0 million via senior convertible notes at 5% interest, maturing on January 14, 2029. Conversion at the lower of $10.50 or 97% of volume-weighted average price, with a $1.93 floor, introduces potential equity dilution over time.
The repeat equipment order exceeding EUR 37 million for AI server board and optical-module applications lifts order intake for the six months ended June 30, 2026 to EUR 81.7 million. The company is reviewing an upward revision to its full-year 2026 order-intake guidance, suggesting demand momentum, though exact revenue and profitability effects are not detailed here.
Proceeds are earmarked for working capital and a move to an owned manufacturing plant in China with nearly double capacity. Execution of the capacity expansion and the terms under which the notes ultimately convert into equity will shape the balance between growth benefits and dilution in future periods.
Key Figures
Key Terms
senior convertible notes financial
registration rights agreement regulatory
volume-weighted average price financial
mSAP (modified semi-additive process) technical
standby equity purchase agreement financial
FAQ
What financing did SCHMID Group (SHMD) announce in its July 2026 Form 6-K?
What are the key conversion terms of SCHMID Group’s new $20 million convertible notes?
How will SCHMID Group (SHMD) use the proceeds from the convertible notes financing?
What major order did SCHMID Group disclose and how does it affect order intake?
Is SCHMID Group (SHMD) changing its 2026 guidance after recent orders?
UNITED STATES SECURITIES
AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-42040
SCHMID Group N.V.
(Registrant's name)
Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Tel: +49 7441 538 0
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F x Form 40-F
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Entry into Definitive Agreements for $20 Million Convertible Notes Financing
On July 7, 2026, SCHMID Group N.V. (the “Company”) entered into an investment agreement with an institutional investor (the "Investor") pursuant to which the Company will issue and sell senior convertible notes in an aggregate principal amount of $20.0 million convertible into ordinary shares of the Company (the "Notes") in a private placement to the Investor (the "Investment Agreement").
The Notes will be issued pursuant an indenture issued at 99% of principal amount. The Notes bear interest at a rate of 5% per annum, compounded quarterly and payable in kind, subject to the Company’s right to elect cash payment upon prior notice. The Notes have a two and a half year maturity, i.e. they will mature on January 14, 2029, unless previously converted into shares of the Company.
The Notes are convertible, at the option of the Investor, into shares of the Company at the lower of USD 10.50 or the 97% of the applicable volume-weighted average price of the shares of the Company, subject to a minimum conversion price of USD 1.93 per share and certain daily conversion limits as further specified in the Investment Agreement.
In connection with the execution of the Investment Agreement, the Company will also enter into a registration rights agreement with the Investor pursuant to which the Company agrees to file a registration statement covering the resale of the shares issuable upon conversion of the Notes.
The Company’s obligations under the Notes are guaranteed by its German operating subsidiary, Gebr. Schmid GmbH, subject to applicable German law limitations. The Investment Agreement and the provisions of the Notes contain customary affirmative and negative covenants, change of control protections, and events of default customary for transactions of this type.
The net proceeds from the issuance of the Notes will be used to fund the working capital need resulting from the ongoing order intake acceleration and growth capital needed for the move from rented to owned manufacturing plant in China with nearly double capacity.
The foregoing description of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement which is annexed to this Form 6-K as Exhibit 10.1.
The securities described above have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws, and are being issued and sold pursuant to an exemption from registration provided for under the Securities Act. Accordingly, these securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission registering the resale of the ordinary shares issuable upon conversion of the Notes. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.
Receipt of Repeat Order Exceeding EUR 37 Million for Advanced mSAP Production Equipment
On July 7, 2026, the Company received a repeat order exceeding EUR 37 million from a major customer for advanced mSAP (modified semi-additive process) production equipment. The equipment is expected to support the customer’s next capacity expansion for AI server board and optical module applications and follows the successful completion of an initial project supplied by the Company in 2025. Order intake for the six months ended June 30, 2026 amounted to EUR 44.3 million, excluding this order, and EUR 81.7 million including this order.
Update on Fiscal Year 2026 Guidance and Share Count
Following the recent acceleration in order intake, the Company is currently reviewing an upward revision of its guidance on order intake. The Company is finalising its updated full year 2026 order guidance and outlook and expects to communicate a revised quantitative guidance with its business update for the second quarter of 2026 on or about July 14, 2026. As of the date of this report on Form 6-K, the number of outstanding shares amounts to 65,675,726 ordinary shares following further shares sold to a fund managed by Yorkville under the Company's standby equity purchase agreement (the "SEPA"). Until the date of this report on Form 6-K, the number of shares issued under the SEPA amounted to 1,490,000 ordinary shares.
Press Releases Furnished as Exhibits
On July 7, 2026, the Company issued a press release relating to the Investment Agreement and the issuances of the Notes, which is furnished herewith as Exhibit 99.1.
On July 7, 2026, the company issued a press release relating to securing a repeat order exceeding EUR 37 million for advanced mSAP Equipment.
The information furnished in this Form 6-K, including the information contained in Exhibit 10.1 and Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
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Caution Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to planned financing transactions of the Company and the Company's future financial performance. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to, the timing of the Company’s submission of a plan to regain compliance, Nasdaq’s acceptance of the plan, the duration of any extension that may be granted by Nasdaq, the potential inability to meet Nasdaq’s requirements, unexpected delays in securing financing or changes to financing agreements and the other risks and uncertainties described in the Company’s SEC reports and under the heading “Risk Factors” in its most recent annual report on Form 20-F which are available at www.sec.gov. These forward-looking statements speak only as of the date of this report. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report.
The following exhibit is furnished herewith
| Exhibit Number |
|
| 10.1 | Investment Agreement dated July 7, 2026 (including exhibits and schedules thereto) |
| 99.1 | Press release dated July 7, 2026 – SCHMID Group N.V. Announces $20 million Convertible Notes Financing |
| 99.2 | Press release dated July 7, 2026 - SCHMID Group Secures Repeat Order Exceeding EUR 37 Million for Advanced mSAP Equipment |
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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.
| Dated: July 7, 2026 | SCHMID Group N.V. | |
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
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SCHMID Group N.V. announces a USD 20 million convertible notes financing
Freudenstadt, Germany, July 7, 2026– SCHMID Group N.V. (NASDAQ: SHMD) (the “Company”), a global leader in providing solutions to the high-tech industry mostly in electronics, announced today that it entered into an investment agreement on July 7, 2026 with an institutional investor (the "Investor") pursuant to which the Company will issue and sell senior convertible notes in an aggregate principal amount of $20.0 million convertible into ordinary shares of the Company (the “Notes”) in a private placement to the Investor (the “Investment Agreement”).
The Notes will be issued pursuant to an indenture issued at 99% of principal amount. The Notes bear interest at a rate of 5% per annum, compounded quarterly and payable in kind, subject to the Company’s right to elect cash payment upon prior notice. The Notes have a two and a half year maturity, i.e. they will mature on January 14, 2029, unless previously converted into shares of the Company.
The Notes are convertible, at the option of the Investor, into shares of the Company at the lower of USD 10.50 or the 97% of the applicable volume-weighted average price of the shares of the Company, subject to a minimum conversion price of USD 1.93 per share and certain daily conversion limits as further specified in the Investment Agreement.
In connection with the execution of the Investment Agreement, the Company will also enter into a registration rights agreement with the Investor pursuant to which the Company agrees to file a registration statement covering the resale of the shares issuable upon conversion of the Notes.
The Company’s obligations under the Notes are guaranteed by its German operating subsidiary, Gebr. Schmid GmbH, subject to applicable German law limitations. The Investment Agreement and the provisions of the Notes contain customary affirmative and negative covenants, change of control protections and events of default customary for transactions of this type.
The net proceeds from the issuance of the Notes will be used to fund the working capital need resulting from the ongoing order intake acceleration and growth capital needed for the move from rented to owned manufacturing plant in China with nearly double capacity.
“Since the beginning of this year, we have replenished working capital, converted the majority of the shareholder-related debt to equity cleaning-up the balance sheet to an appropriate level. As order intake is accelerating we want to be in a position of strength and have the flexibility to take growth opportunities as they come” said Arthur Schuetz, Chief Financial Officer of the Company.
William Blair acted as sole placement agent in connection with the financing.
The securities described above have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws, and are being issued and sold pursuant to an exemption from registration provided for under the Securities Act. Accordingly, these securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission registering the resale of the ordinary shares issuable upon conversion of the Notes. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Schmid Group - Press Release Convertible Bond July 2026(10344999657.2) - 06.07.2026 19:46:43
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Forward-looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to planned financing transactions of the Company and the Company's future financial performance. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to, the timing of the Company’s submission of a plan to regain compliance, Nasdaq’s acceptance of the plan, the duration of any extension that may be granted by Nasdaq, the potential inability to meet Nasdaq’s requirements, unexpected delays in securing financing or changes to financing agreements and the other risks and uncertainties described in the Company’s SEC reports and under the heading “Risk Factors” in its most recent annual report on Form 20-F which are available at www.sec.gov. These forward-looking statements speak only as of the date of this press release. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this press release.
About The SCHMID Group
The SCHMID Group is a world-leading global solutions provider mostly for the electronics industry, with its headquarters based in Freudenstadt, Germany. Founded in 1864, today it employs more than 800 staff members worldwide, and has technology centers and manufacturing sites in multiple locations including Germany and China, in addition to several sales and service locations globally. The Group focuses on developing customized equipment and process solutions mostly for the electronics industry. Our system and process solutions for the manufacture of substrates, printed circuit boards and other electrical components ensure the highest technology levels, high yields with low production costs, maximized efficiency, quality, and sustainability in green production processes.
Learn more at www.schmid-group.com
Schmid Group - Press Release Convertible Bond July 2026(10344999657.2) - 06.07.2026 19:46:43
Exhibit 99.2
Press Release
SCHMID Group Secures Repeat Order Exceeding EUR 37 Million for Advanced HDI-ML and mSAP Equipment
Freudenstadt, Germany, July 7, 2026 — SCHMID Group has received a repeat order exceeding EUR 37 million from a leading Chinese customer for advanced HDI-ML and mSAP production equipment. The equipment supports the customer’s next capacity expansion for next-generation AI server boards and optical module applications and follows the successful completion of the first phase supplied by SCHMID in 2025.
The project further confirms SCHMID’s strong position as a leading equipment partner for advanced wet process solutions in mSAP, HDI and high-end interconnect manufacturing. AI infrastructure, high-speed networking and optical communication are driving the need for finer structures, higher signal integrity, better yield and reliable high-volume production.
The ordered equipment will be used for the customer’s next capacity expansion in mSAP production. These processes enable finer line/space structures, higher routing density and improved electrical performance — key requirements for advanced AI server boards and optical module platforms used in modern data centers.
SCHMID already supplied key equipment for the first phase of the customer’s capacity expansion last year. Given strong performance, high uptime, stable processes and excellent production reliability with our InfinityLine H+ and InfinityLine V+ platforms, this major Chinese customer has now selected SCHMID again for the next expansion step.
SCHMID continues to benefit from the accelerating investment cycle in AI-related electronics manufacturing. We see strong momentum in advanced substrate, HDI and mSAP applications.
Order intake in the six months ended June 30, 2026 reached EUR 44.3 million, excluding this order (with this order, order intake since January 1, 2026 amounted to EUR 81.7 million).
Following the recent acceleration in order intake, the Company is currently reviewing an upward revision of its guidance on order intake. The Company is finalizing its updated full year 2026 order guidance and outlook and expects to communicate a revised quantitative guidance with its business update for the second quarter of 2026 on or about July 14, 2026.
Executive Statement
“We are pleased that this customer has chosen SCHMID for the next phase of its HDI-ML and mSAP capacity expansion following completion of the first project. This repeat order reflects the performance and reliability of our InfinityLine H+ and InfinityLine V+ lines in demanding, high-volume industrial production environments.
In critical applications such as AI server boards and optical modules, manufacturers cannot compromise on yield, stability, or uptime. Feedback from our customers confirms that our equipment consistently delivers an outstanding production yield of 99% — a crucial advantage when precision is paramount.
The momentum in AI-related electronics manufacturing is rapidly converting into real capacity investments. As customers transition from technology development into industrial-scale production, SCHMID is uniquely positioned to support this growth with proven wet-process solutions for mSAP, HDI, and high-end interconnect applications,” said Roland Rettenmeier, Chief Sales Officer of the SCHMID Group.
Forward-Looking Statements
This press release contains statements that constitute "forward-looking statements". All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the "Risk Factors" section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
About the SCHMID Group
The SCHMID Group is a global leader in providing solutions mostly for the electronics, industry. SCHMID N.V. and Gebr. SCHMID GmbH are headquartered in Freudenstadt, Germany. Founded in 1864, the company currently employs over 800 people worldwide and operates technology centers and production facilities at multiple locations, including Germany and China, along with several global sales and service locations. The Group focuses on developing customized equipment and process solutions moststly for the electronics industry. Our system and process solutions for the production of substrates, printed circuit boards, and other electronic components ensure cutting-edge technology, high yields at low production costs, maximum efficiency, quality, and sustainability through environmentally friendly manufacturing processes.
For more information about the SCHMID Group, please visit: www.schmid-group.com