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Silvaco Group (NASDAQ: SVCO) sells $10M 8% convertible note to Micron

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

Rhea-AI Filing Summary

Silvaco Group, Inc. entered into a Convertible Note Purchase Agreement with Micron Technology, Inc. under which Silvaco issued an unsecured $10.0 million Senior Convertible Promissory Note bearing 8.0% simple interest, with no periodic cash payments, in a private placement.

All outstanding principal and accrued interest will automatically convert to common stock on August 7, 2028, or immediately before a Change of Control, at the lower of 90% of the stock’s fair market value on the Conversion Date or 115% of the closing price before the Note date, subject to a Nasdaq share issuance cap. If that cap is exceeded, part of the note converts and the remainder is settled in cash, potentially including a prepayment penalty. While the note is outstanding, Silvaco’s ability to incur additional debt is limited to an aggregate of $50.0 million of subordinated indebtedness for borrowed money and certain finance leases, and Micron may receive registration rights for any conversion shares under specified conditions.

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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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Note principal amount $10.0 million Senior Convertible Promissory Note issued to Micron on the Closing Date
Interest rate 8.0% per annum Simple interest on the unsecured convertible note, accruing without periodic cash payments
Conversion Date August 7, 2028 Date when all outstanding principal and accrued interest automatically convert to common stock
Conversion price discount 90% of fair market value One leg of the conversion price formula based on fair market value on the Conversion Date
Conversion price cap factor 115% of closing price Alternative leg of the conversion price formula using the closing price before the Note date
Permitted additional debt $50.0 million Aggregate consolidated indebtedness for borrowed money allowed if subordinated to the Note and Purchase Agreement
Senior Convertible Promissory Note financial
"the Company agreed to issue and sell to Micron, and Micron agreed to purchase, a Senior Convertible Promissory Note"
Nasdaq Listing Rule 5635(d) regulatory
"subject to the maximum number of shares that the Company may issue without stockholder approval under Nasdaq Listing Rule 5635(d)"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
Change of Control financial
"immediately prior to the closing of a Change of Control, as defined in the Note, all outstanding principal"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
registration rights regulatory
"The Purchase Agreement provides Micron with certain registration rights if, as of the Conversion Date, Micron is an “affiliate”"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
Rule 144 regulatory
"within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
accredited investor financial
"Micron represented to the Company, among other things, that Micron is an “accredited investor” within the meaning of Rule 501(a)"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

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FAQ

What transaction did Silvaco Group (SVCO) enter into with Micron Technology?
Silvaco Group (SVCO) entered into a Convertible Note Purchase Agreement with Micron Technology, Inc., issuing an unsecured $10.0 million Senior Convertible Promissory Note on August 6, 2026. Micron, a customer of Silvaco, purchased the note for cash in a private placement.

What are the key financial terms of Silvaco (SVCO)’s $10.0 million convertible note?
The note has a principal amount of $10.0 million, is unsecured, and bears 8.0% simple interest with no periodic cash payments. Principal and accrued interest automatically convert into common stock on August 7, 2028 or before a Change of Control, subject to a Nasdaq share cap.

How is the conversion price determined for Silvaco (SVCO)’s convertible note to Micron?
On conversion, the price per share is the lower of 90% of the common stock’s fair market value on the Conversion Date or 115% of the closing price on Nasdaq on the trading day immediately before the note’s date, subject to the Nasdaq Listing Rule 5635(d) cap.

What is the Nasdaq Cap in Silvaco (SVCO)’s note and what happens if it is exceeded?
The Nasdaq Cap is the maximum number of shares Silvaco may issue without stockholder approval under Nasdaq Listing Rule 5635(d). If conversion would exceed this cap, only part of the note converts, and Silvaco must pay cash for the rest, potentially including a prepayment penalty.

What debt restrictions does the Micron agreement impose on Silvaco (SVCO)?
While the note is outstanding, Silvaco and Silvaco, Inc. are generally limited to $50.0 million of aggregate consolidated indebtedness for borrowed money and certain finance leases, which must be expressly subordinated to obligations under the note and purchase agreement on terms reasonably acceptable to Micron.

Under what securities law exemption was Silvaco (SVCO)’s note issued to Micron?
The note and the conversion shares were offered and sold in reliance on Section 4(a)(2) of the Securities Act. Micron represented it is an “accredited investor” under Rule 501(a), purchased for investment, had access to information, and was not solicited via general advertising.
FALSE000194328900019432892026-08-062026-08-06

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): August 5, 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 classTrading
Symbol
Name of each exchange
on which registered
Common stock, $0.0001 par value per shareSVCOThe 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 August 5, 2026 (the “Agreement Date”), Silvaco Group, Inc., a Delaware corporation (the “Company”), entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with Micron Technology, Inc., a Delaware corporation (“Micron”) and a customer of the Company. Pursuant to the Purchase Agreement, the Company agreed to issue and sell to Micron, and Micron agreed to purchase from the Company, a Senior Convertible Promissory Note in a principal amount of $10.0 million (the “Note”). The transactions contemplated by the Purchase Agreement closed on August 6, 2026 (the “Closing Date”), and the Company issued the Note to Micron on the Closing Date.

The Note is unsecured and bears simple interest at a rate of 8.0% per annum. Interest accrues without periodic cash payments and, unless the Note has become due and payable following an Event of Default, will be included with the outstanding principal amount in the amount converted into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Except as described below with respect to the Nasdaq Cap, the Note may be repaid only with the prior written consent of Micron.

Immediately upon August 7, 2028 (the “Conversion Date”), or immediately prior to the closing of a Change of Control, as defined in the Note, all outstanding principal under the Note, together with all accrued but unpaid interest, will automatically convert into shares of Common Stock (the “Conversion Shares”), without further action by the Company or Micron. The conversion price will be the lower of (i) 90% of the fair market value of the Common Stock on the Conversion Date and (ii) 115% of the closing price of the Common Stock on The Nasdaq Stock Market on the trading day immediately preceding the date of the Note. A Change of Control generally includes certain mergers or consolidations, transfers of more than 50% of the voting power of the Company or Silvaco, Inc., and certain dispositions or exclusive licenses of all or substantially all of the assets or intellectual property of the Company or Silvaco, Inc., in each case as described in the Note.

The number of Conversion Shares issuable under the Note is subject to the maximum number of shares that the Company may issue without stockholder approval under Nasdaq Listing Rule 5635(d) (the “Nasdaq Cap”). If the Company reasonably expects that conversion on the Conversion Date would exceed the Nasdaq Cap, the Company is required to seek and use its reasonable best efforts to obtain the requisite stockholder approval before the Conversion Date. If the requisite stockholder approval is not obtained before the Conversion Date, a portion of the outstanding principal and accrued interest will convert into a number of Conversion Shares equal to the Nasdaq Cap, and the Company will be required to make a cash payment to Micron with respect to the remaining outstanding principal and accrued interest. The amount of the cash payment will equal the gross proceeds Micron would have received had the remaining principal and interest been converted into shares without regard to the Nasdaq Cap and those shares immediately sold at their fair market value as of the close of trading on the Conversion Date. To the extent that the cash payment exceeds the remaining principal and accrued interest, the excess constitutes a prepayment penalty under the Note. Because the conversion price, the future market price of the Common Stock and the applicable Nasdaq Cap cannot be determined as of the date of this Current Report, neither the number of Conversion Shares that may be issued nor the amount of any potential cash payment can presently be determined.

The Note contains customary events of default, including certain payment defaults, insolvency and bankruptcy events involving the Company or Silvaco, Inc., and certain breaches of the Note or the Purchase Agreement, subject in specified cases to notice and cure periods.

While the Note remains outstanding, the Purchase Agreement restricts the ability of the Company and Silvaco, Inc. to incur, maintain, guarantee or secure additional indebtedness. In general, the Purchase Agreement permits up to $50.0 million of aggregate consolidated indebtedness for borrowed money of the Company and Silvaco, Inc. and certain finance leases used to acquire new property, provided that the permitted indebtedness is expressly subordinated to the Company’s obligations under the Note and the Purchase Agreement on terms reasonably acceptable to Micron.



The Purchase Agreement provides Micron with certain registration rights if, as of the Conversion Date, Micron is an “affiliate” of the Company within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Rule 144”), or the Conversion Shares are not then eligible to be resold without volume, manner-of-sale or other limitations under Rule 144.

The foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Note, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On the Agreement Date, the Company entered into the Purchase Agreement, an enforceable agreement under which the Company became obligated to issue the Note. The Note was issued on the Closing Date.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

On the Closing Date, the Company issued and sold the Note to Micron for an aggregate cash purchase price of $10.0 million. The Note and the Conversion Shares issuable upon conversion of the Note were offered and sold in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. In connection with the issuance, Micron represented to the Company, among other things, that Micron is an “accredited investor” within the meaning of Rule 501(a) of Regulation D, was acquiring the Note for its own account for investment purposes, had sufficient knowledge and experience to evaluate the merits and risks of the investment, had access to information concerning the Company and the Note and was not solicited through any form of general solicitation or general advertising.

Neither the Note nor the Conversion Shares have been registered under the Securities Act or applicable state securities laws. Accordingly, the Note and any Conversion Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration. As described in Item 1.01, the number of Conversion Shares that may ultimately be issued cannot be determined as of the date of this Current Report because the conversion price depends in part on the future market price of the Common Stock and because the issuance is subject to the Nasdaq Cap.

Item 7.01 Regulation FD Disclosure.

On August 6, 2026, the Company issued a press release announcing the matters described in Item 1.01, above.

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

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
4.1
Senior Convertible Promissory Note, dated August 6, 2026, by and between Silvaco Group, Inc. and Micron Technology, Inc.
10.1*
Convertible Note Purchase Agreement, dated August 5, 2026, by and between Silvaco Group, Inc. and Micron Technology, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Exhibit A to the Convertible Note Purchase Agreement has been omitted because it is filed separately as Exhibit 4.1 to this Current Report on Form 8-K.


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: August 6, 2026By:/s/ Christopher Zegarelli
Christopher Zegarelli
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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