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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): July 6, 2026
Silvaco Group, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42043 |
|
27-1503712 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
Silvaco
Group, Inc.
4701 Patrick Henry Drive, Building #23
Santa Clara, CA 95054
(Address of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (408) 567-1000
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, $0.0001 par value per share |
|
SVCO |
|
The 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 8.01. Other Events.
On July 6, 2026, Silvaco Group, Inc. (the “Company”) filed
with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated July 6, 2026 (the “Prospectus
Supplement”), pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), relating
to the offer and sale by the Company of 69,062 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”),
to John Cary, a former equityholder of Tech-X Corporation (“Tech-X”).
The Shares are being issued as part of the consideration for the Company’s
acquisition of Tech-X (the “Tech-X Acquisition”) in satisfaction of (a) contingent earnout consideration upon the achievement
of certain developmental milestones and (b) a portion of the additional purchase consideration as a result of post-closing adjustments,
in each case in lieu of cash, as described in the Prospectus Supplement.
The Shares are being offered pursuant to the Company’s shelf
registration statement on Form S-3 (File No. 333-291212), which was declared effective by the SEC on November 21, 2025 (the “Registration
Statement”). The Prospectus Supplement relates to, and should be read in conjunction with, the prospectus included in the Registration
Statement.
The Company will not receive any cash proceeds from the issuance of
the Shares.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of White & Case LLP regarding the legality of the Shares |
| 23.1 |
|
Consent of White & Case LLP (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
SILVACO GROUP, INC. |
| |
|
|
| Date: July 6, 2026 |
By: |
/s/ Christopher Zegarelli |
| |
|
Christopher Zegarelli |
| |
|
Chief Financial Officer |