false
0002042022
0002042022
2026-08-16
2026-08-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 16, 2026
WHITEFIBER, INC.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42780 |
|
61-2222606 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
31 Hudson Yards, Floor 11, Suite 30
New York, NY 10001
(646) 801-0779
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
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 |
| Ordinary Shares, par value $0.01 per share |
|
WYFI |
|
The Nasdaq Stock Market LLC |
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.
Real Estate Purchase and Sale Agreement
On August 16, 2026, WhiteFiber, Inc. (the “Company”), through
its wholly owned subsidiary, Enovum Data Centers Corp., a Canadian corporation (the “Buyer”), and Unifi Manufacturing,
Inc. (“UMI”), a wholly owned subsidiary of Unifi, Inc., entered into a Real Estate Purchase and Sale Agreement, dated
as of August 16, 2026 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, UMI agreed to sell to Buyer, and Buyer
agreed to purchase from UMI, certain real property, as identified in the Purchase Agreement, consisting of industrial/manufacturing building
spaces and certain land underlying and surrounding the same located in Yadkin County, North Carolina, for a cash purchase price of $60.0
million (the “Purchase Price”). An earnest money deposit of $2.25 million will be deposited in escrow pursuant to the terms
of the Purchase Agreement, of which $1.0 million may become non-refundable to Buyer if Buyer elects to extend the inspection period pursuant
to the terms of the Purchase Agreement. Unless accelerated pursuant to the terms of the Purchase Agreement, the closing of the transaction
contemplated by the Purchase Agreement (the “Closing”) is scheduled to occur on the date that is forty-five (45) days after
the expiration of the Inspection Period (as defined in the Purchase Agreement). The Inspection Period will expire on September 15, 2026,
unless extended by the Buyer.
The Purchase Agreement contains customary representations and warranties,
which shall survive for twelve months following the Closing. Pursuant to the terms of the Purchase Agreement, UMI shall not have indemnification
obligations for the breach of representations and warranties made in the Purchase Agreement until all losses of Buyer, individually or
in the aggregate, equal to or exceed $0.1 million, in which case UMI shall be obligated to indemnify Buyer from and against such losses
in an amount not to exceed three percent (3%) of the Purchase Price. The Purchase Agreement contains customary closing conditions, as
well as conditions (i) requiring confirmation of certain available energy capacity and an energy study verifying potential energy capacity
of the transferred property, (ii) requiring receipt of applicable governmental and other third party approvals for separating, and the
parties’ agreement on ancillary documents necessary to separate, the transferred property from UMI’s remaining property, and
(iii) requiring the parties’ agreement on the terms of post-closing occupancy agreements and a partial lease back of some of the
transferred property.
Each of the two properties
covered in the Purchase Agreement is expected to be served with a minimum of 30 megawatts of gross electrical power supply, for a combined
minimum of 60 megawatts across the properties, with the potential for up to an additional 69 megawatts of gross electrical power supply
per property to become available within seven years after the date of the Closing, representing a potential combined maximum of up to
198 megawatts across the properties, in each case subject to confirmation as a condition to Closing.
Item 7.01. Regulation FD Disclosure.
On August 17, 2026, the Company
issued a press release announcing the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The information contained
in this Item 7.01 of this Current Report and in Exhibit 99.1 hereto, shall not be deemed “filed” for 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,
nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report contains
forward-looking statements within the meaning of applicable securities laws relating to the business of the Company and its subsidiaries.
Such statements include, but are not limited to, statements about the anticipated timing and satisfaction of closing conditions under
the Purchase Agreement. All statements, other than statements of historical fact, included herein are “forward-looking statements.”
These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “intends,”
“expects,” “anticipated,” “currently expected” or similar expressions, involving known and unknown risks
and uncertainties. These statements are based on current expectations and involve risks and uncertainties that may cause actual results
to differ materially, including whether the conditions to closing will be satisfied, whether the Closing will occur on the anticipated
timeline or at all, and whether the transactions contemplated by the Purchase Agreement will be completed on the terms described herein.
These forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject
to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events, including the Closing Date, may differ materially from the results anticipated
in these forward-looking statements.
Actual results, performance
or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions
on which those forward-looking statements are based. There can be no assurance that the Purchase Agreement will close on the terms or
timeline described herein, or at all, or that the forward-looking statements contained herein are reflective of future performance to
any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance, as projected
information is based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors,
many of which are beyond our control. All information set forth herein speaks only as of the date of this Current Report, and the Company
disclaims any intention or obligation to update any forward-looking statements as a result of new information, future developments or
otherwise occurring after the date of this Current Report.
Item 9.01, Financial Statements and Exhibits.
| (d) | The following exhibits are being filed herewith: |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated August 17, 2026 |
| 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.
| |
WHITEFIBER, INC. |
| |
|
| Date: August 17, 2026 |
By: |
/s/ Sam Tabar |
| |
Name: |
Sam Tabar |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
WhiteFiber Expands North Carolina Data Center
Footprint with Agreement to Acquire Two New Development Sites
NC-2 and NC-3 would add 60 MW of initial capacity,
with the potential to support approximately 200 MW over time
NEW YORK, August 17, 2026 /PRNewswire/ -- WhiteFiber, Inc. (NASDAQ:
WYFI) (“WhiteFiber” or the “Company”), a leading provider of AI infrastructure and high-performance computing solutions,
today announced that, through its wholly owned subsidiary Enovum Data Centers Corp., it has entered into a definitive agreement to acquire
two industrial properties in Yadkin County, North Carolina. WhiteFiber intends to retrofit the properties into data center campuses to
be known as NC-2 and NC-3.
Located approximately 55 miles from WhiteFiber’s NC-1 data center campus
in Madison, North Carolina, NC-2 and NC-3 would significantly expand the Company’s presence in the state. Their proximity to NC-1 would
allow WhiteFiber to build on the regional development experience, operating capabilities and relationships it has established through
its existing campus.
The properties are expected to provide a combined minimum of 60 MW
of initial gross utility capacity. Initial due diligence indicates that NC-2 and NC-3 have the potential to support up to approximately
200 MW of combined gross utility capacity over time. WhiteFiber is targeting initial ready-for-service capacity in the third quarter of
2027, subject to completion of the acquisition and customary development conditions.
WhiteFiber is engaged in advanced discussions with prospective customers
and has received non-binding letters of intent with investment-grade credit support. The properties’ existing industrial infrastructure
and surrounding land are well suited to WhiteFiber’s retrofit-first development strategy, which is designed to accelerate time-to-market
and improve capital efficiency relative to traditional greenfield development.
“This agreement is an important next step in scaling WhiteFiber’s
data center platform,” said Sam Tabar, Chief Executive Officer of WhiteFiber. “NC-2 and NC-3 would expand our North Carolina
footprint near NC-1, allowing us to build on the capabilities and relationships we have established in the region. With strong prospective
customer interest and initial capacity targeted for 2027, we believe these properties can become a meaningful next phase of our growth.
We look forward to working closely with local stakeholders and being a responsible long-term partner to the community.”
The cash purchase price for the properties is $60.0 million. The transaction
is expected to close in the fourth quarter of 2026, subject to customary closing conditions.
About WhiteFiber, Inc.
WhiteFiber is a provider of artificial intelligence
(“AI”) infrastructure solutions. WhiteFiber owns high-performance computing data centers and provides cloud services to customers.
Our vertically integrated model combines specialized colocation, hosting, and cloud services engineered to maximize performance, efficiency,
and margin for generative AI workloads. For more information, visit www.whitefiber.com. Follow
us on LinkedIn and X @WhiteFiber_.
Forward-Looking Statements
This press release may contain forward-looking
statements within the meaning of applicable securities laws. Such statements include, but are not limited to, statements about the anticipated
closing of the acquisition of the two industrial properties in Yadkin County, North Carolina, including the timing and satisfaction of
closing conditions; the Company’s plans to develop the properties as data center campuses; expected utility capacity and targeted
ready-for-service timelines; prospective customer interest and non-binding letters of intent; and the expected benefits of the Company’s
retrofit-first development strategy, including with respect to time-to-market and capital efficiency. These statements may be identified
by words such as “will likely result,” “are expected to,” “will continue,” “will allow us to”
“is anticipated,” “estimated,” “expected”, “believe,” “intend,” “plan,”
“projection,” “outlook” or words of similar meaning. These forward-looking statements are based upon the current
beliefs and expectations of the Company’s management and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing
of events may differ materially from the results anticipated in these forward-looking statements. The Company undertakes no obligation
to update any forward-looking statements except as required by law. All forward-looking statements speak only as of the date of this press
release.
Actual results, performance or achievements may
differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking
statements are based. There can be no assurance that the forward-looking statements contained herein are reflective of future performance
to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and assumptions that are inherently subject to various significant
risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date
hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of new information, future developments
or otherwise occurring after the date of this communication.
Investor Contact
WhiteFiber
IR@whitefiber.com
