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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): January 21, 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) |
|
(IRS Employer
Identification No.) |
31
Hudson Yards, Floor 11, Suite 30
New
York, NY 10001
(212)
463-5121
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Not
Applicable
(Former
name or former address, if changed since last report)
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.
Indenture
and Notes
On
January 26, 2026, WhiteFiber, Inc. (the “Company”) completed its previously announced private offering (the “Offering”)
of $230.0 million aggregate principal amount of its 4.500% Convertible Senior Notes due 2031 (the “Notes”), including
the exercise in full of the initial purchasers’ option to purchase an additional $20.0 million aggregate principal amount of Notes.
The Notes are general senior unsecured obligations of the Company. The Notes were issued pursuant to an Indenture, dated January 26,
2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The
Notes will mature on February 1, 2031 (the “Maturity Date”), unless earlier converted, redeemed or repurchased. The
Notes will bear interest at a rate of 4.500% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning
on August 1, 2026. Holders may convert their Notes at their option prior to the close of business on the second scheduled trading day
immediately preceding the Maturity Date. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering,
as the case may be, cash, its ordinary shares, par value $0.01 per share (the “Ordinary Shares”), or a combination
of cash and Ordinary Shares, at the Company’s election, in the manner and subject to the terms and conditions set forth in the
Indenture.
The
conversion rate for the Notes will initially be 38.5981 Ordinary Shares per $1,000 principal amount of Notes, which is equivalent to
an initial conversion price of approximately $25.91 per Ordinary Share. The initial conversion price of the Notes represents a premium
of approximately 27.5% above the last reported sales price of the Ordinary Shares on the Nasdaq Capital Market on January 21, 2026. The
conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture but will not be adjusted
for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the Maturity Date or if the
Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects
to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption in connection
with such notice of redemption, as the case may be.
The
Company may redeem (an “optional redemption”) for cash all or any portion of the Notes (subject to the partial redemption
limitation described in the following sentence), at its option, on or after February 6, 2029 and prior to the 41st scheduled trading
day immediately preceding the Maturity Date, if the last reported sale price of its Ordinary Shares has been at least 130% of the conversion
price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the
Company provides notice of optional redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the redemption date. However, the Company may not redeem less than all of the outstanding
Notes at its option unless at least $75.0 million aggregate principal amount of Notes are outstanding and not called for optional redemption
as of the time it sends the related notice of optional redemption (and after giving effect to the delivery of such notice of optional
redemption). The Company may also redeem for cash all but not part of the Notes in the event of certain tax law changes as described
in the Indenture. No sinking fund is provided for the Notes.
On
February 6, 2029 and if the Company undergoes a fundamental change, subject to certain conditions and a limited exception described in
the Indenture, holders of the Notes may require us to repurchase for cash all or any portion of their Notes at a specified repurchase
date repurchase price or fundamental change repurchase price, as applicable, equal to 100% of the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.
The
Indenture includes customary terms and covenants and sets forth certain events of default after which the Notes may be declared immediately
due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company or any of its Significant
Subsidiaries (as defined in the Indenture) after which the Notes become automatically due and payable. The following events are considered
“events of default” under the Indenture:
| ● | default
in any payment of interest or additional amounts, if any, on any Note when due and payable
and the default continues for a period of 30 days; |
| ● | default
in the payment of principal of any Note when due and payable at its stated maturity, upon
redemption, upon any required repurchase, upon declaration of acceleration or otherwise; |
| ● | failure
by the Company to comply with its obligation to convert the Notes in accordance with the
Indenture upon exercise of a holder’s conversion right and such failure continues for
a period of five business days; |
| ● | failure
by the Company to issue a Fundamental Change Company Notice, a notice of a Make-Whole Fundamental
Change (as such terms are defined in the Indenture), or a notice of a specified distribution,
in each case, when due, and such failure continues for five business days; |
| ● | failure
by the Company to comply with its obligations in respect of any consolidation, merger or
sale of assets; |
| ● | failure
by the Company for 60 days after written notice from the Trustee or the Trustee at the request
of the holders of at least 25% in principal amount of the Notes then outstanding has been
received to comply with any of the Company’s other agreements contained in the Notes
or Indenture; |
| ● | default
by the Company or any of its Significant Subsidiaries with respect to any mortgage, agreement
or other instrument under which there may be outstanding, or by which there may be secured
or evidenced, any indebtedness for money borrowed with a principal amount in excess of $20.0
million (or the foreign currency equivalent thereof) in the aggregate for the Company and/or
any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter
be created (i) resulting in such indebtedness becoming or being declared due and payable
prior to its stated maturity date or (ii) constituting a failure to pay the principal of
any such indebtedness when due and payable (after the expiration of all applicable grace
periods) at its stated maturity, upon required repurchase, upon declaration of acceleration
or otherwise, and in each case, such failure to pay or default shall not have been cured
or waived, such indebtedness is not paid or discharged, or such acceleration is not otherwise
cured, annulled or rescinded, within 30 days after written notice of such failure to the
Company by the Trustee or to the Company and the Trustee by holders of at least 25% in aggregate
principal amount of Notes then outstanding in accordance with the Indenture; and |
| ● | certain
events of bankruptcy, insolvency or reorganization with respect to the Company or any of
its Significant Subsidiaries. |
If
certain bankruptcy and insolvency-related events of default occur with respect to the Company or any of its Significant Subsidiaries,
the principal of, and accrued and unpaid interest, if any, on, all of the then outstanding Notes shall automatically become due and payable.
If an event of default other than certain bankruptcy and insolvency-related events of default with respect to the Company or any of its
Significant Subsidiaries occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal
amount of the outstanding Notes by notice to the Company and the Trustee may, and the Trustee at the request of such holders accompanied
by security and/or indemnity satisfactory to the Trustee and otherwise subject to the limitations set forth in the Indenture shall, declare
100% of the principal of, and accrued and unpaid interest, if any, on, all of the then outstanding Notes to be due and payable. Notwithstanding
the foregoing, the Indenture provides that, to the extent the Company elects, the sole remedy for an event of default relating to certain
failures by the Company to comply with certain reporting covenants in the Indenture will, after the occurrence of such an event of default,
consist exclusively of the right of holders to receive additional interest on the Notes.
The
Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially
all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any
such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless
(i) the resulting, surviving or transferee person (if not the Company) is a “Qualified Successor Entity” (as defined in the
Indenture) organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the
Cayman Islands, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s
obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default
has occurred and is continuing under the Indenture.
The
net proceeds from the Offering were approximately $221.5 million, after deducting the initial purchasers’ discounts and estimated
Offering expenses payable by the Company. The Company used approximately $120.0 million of the net proceeds from the Offering to pay
the cost of the zero-strike call option transaction described below. The remaining net proceeds from the Offering are expected to be
used primarily for data center expansion, including to partially fund the lease or purchase of additional property or properties on which
to build additional WhiteFiber data centers, to construct those facilities, to enter into additional energy service agreements for each
additional site, to purchase related equipment, and for potential acquisitions, partnerships and joint ventures related thereto, and
for working capital and general corporate purposes.
The
description of the Indenture and the Notes is qualified in its entirety by reference to the text of the Indenture, and the related form
of Note, which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
Call-Option
Transaction
In connection with the pricing of the Notes, the
Company entered into a privately negotiated zero-strike call option transaction with Barclays Bank PLC, through its agent Barclays Capital
Inc. (the “Option Counterparty” and, such transaction, the “Call Option Transaction”), with an
expiration date that is scheduled to occur shortly after the Maturity Date. Pursuant to the Call Option Transaction, the Company paid
a premium equal to approximately $120.0 million for the right to receive, without further payment, 5,905,511 Ordinary Shares (subject
to customary adjustment), with delivery thereof by the Option Counterparty at expiry, subject to early settlement of the Call Option
Transaction in whole or in part at the Option Counterparty's discretion.
The Call Option Transaction is intended to facilitate privately negotiated derivative transactions with respect to the Ordinary Shares
between the Option Counterparty (or its affiliate) and certain investors in the Notes by which those investors will be able to hedge their
investment in the Notes. Such hedging activities could increase (or reduce the size of any decrease in) the market price of the Ordinary
Shares and/or the Notes at that time.
The
above description of the Call Option Transaction is a summary and is not complete, and the above description is qualified by reference
to the terms of the form of zero-strike call confirmation, which is attached hereto as Exhibit 10.1 and 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.
The
information set forth under Item 1.01 of this Current Report on Form 8-K (this “Form 8-K”) is incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.
The Company offered and sold the Notes to the initial
purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and the Notes were initially resold by the initial purchasers to persons whom the initial purchasers
reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the
Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers
in purchase agreement, dated January 21, 2026, by and among the Company and the representatives of the initial purchasers named therein.
The Notes and the Ordinary Shares issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and
may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To
the extent that any Ordinary Shares are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt
from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected
to be paid in connection with conversion of the Notes, and any resulting issuance of Ordinary Shares. Initially, a maximum of 11,318,898
Ordinary Shares may be issued upon conversion of the Notes based on the initial maximum conversion rate of 49.2126 Ordinary Shares per
$1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.
Item
8.01 Other Events.
On
January 21, 2026, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
On
January 22, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto
as Exhibit 99.2 and is incorporated herein by reference.
On
January 26, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached
hereto as Exhibit 99.3 and is incorporated herein by reference.
Forward-Looking
Statements
This
Form 8-K contains “forward-looking” statements, as that term is defined under the federal securities laws, that are based
on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include
statements concerning the Offering and the Company’s expectations regarding the use of the net proceeds of the Offering and statements
concerning the Call Option Transaction. In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,”
“believes,” “continues,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “pro forma,” “seeks,”
“should,” “will” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause actual events to differ from the Company’s plans. These risks include, but are not limited to,
market risks, trends and conditions, and those risks included in the section titled “Risk Factors” in the Company’s
prospectus related to its initial public offering filed with the Securities and Exchange Commission (“SEC”) pursuant
to Rule 424(b)(4) of the Securities Act on August 8, 2025, its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2025, and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov.
In addition, forward-looking statements contained in this Form 8-K are based on assumptions that the Company believes to be reasonable
as of the date of this Form 8-K. The Company assumes no obligation to update these forward-looking statements as a result of new information,
future events, changes in expectations or otherwise except to the extent required by applicable law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Indenture, dated January 26, 2026, between WhiteFiber, Inc. and U.S. Bank Trust Company, National Association, as Trustee. |
| 4.2 |
|
Form of Global Note representing WhiteFiber, Inc.’s 4.500% Convertible Senior Notes due 2031 (included within Exhibit 4.1). |
| 10.1 |
|
Form of Zero-Strike Call Confirmation. |
| 99.1 |
|
Press Release issued by WhiteFiber, Inc. dated January 21, 2026. |
| 99.2 |
|
Press Release issued by WhiteFiber, Inc. dated January 22, 2026. |
| 99.3 |
|
Press Release issued by WhiteFiber, Inc. dated January 26, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. |
| |
|
| Dated: January 26, 2026 |
By: |
/s/ Sam Tabar |
| |
Name: |
Sam Tabar |
| |
Title: |
Chief Executive Officer |
