Underwriters add $23.9M to WhiteFiber (NASDAQ: WYFI) IPO via option

Rhea-AI Filing Summary

WhiteFiber, Inc. reported that the underwriters for its recent initial public offering fully exercised their 30-day over-allotment option. On September 2, 2025, the underwriters elected to purchase an additional 1,406,250 ordinary shares at the public offering price of $17.00 per share, generating approximately $23.9 million in additional gross proceeds for the company. The closing of this over-allotment share purchase is expected to occur on September 4, 2025, subject to customary closing conditions. The company also issued a press release on September 3, 2025 describing this exercise.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 3, 2025

WHITEFIBER, INC. 

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42780		61-2222606
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer  Identification Number)

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)

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 8.01 Other Events.

As previously disclosed, WhiteFiber, Inc. (the “Company”) entered into an underwriting agreement, dated August 6, 2025 (the “Underwriting Agreement”), with B. Riley Securities, Inc. and Needham & Company, LLC, as representatives of the several underwriters (the “Underwriters”), in connection with the initial public offering (the “IPO”) of its ordinary shares, par value $0.01 per share (the “Ordinary Shares”), pursuant to which the Company agreed to offer and sell, and the Underwriters agreed to purchase, 9,375,000 Ordinary Shares. The IPO closed and the Ordinary Shares were delivered on August 8, 2025.

The Underwriters were also granted a 30-day option to purchase up to an additional 1,406,250 Ordinary Shares pursuant to the Underwriting Agreement.

On September 2, 2025, the Underwriters fully exercised their option to purchase the additional 1,406,250 Ordinary Shares at the public offering price of $17.00 per share, resulting in additional gross proceeds to the Company of approximately $23.9 million. The exercise of the over-allotment option is expected to close on September 4, 2025, subject to customary closing conditions.

On September 3, 2025, the Company issued a press release announcing the exercise of the over-allotment option by the Underwriters. A copy of such press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release dated September 3, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: September 3, 2025	By:	/s/ Sam Tabar
	Name:	Sam Tabar
	Title:	Chief Executive Officer

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FAQ

What did WhiteFiber, Inc. (WYFI) disclose in this 8-K filing?

WhiteFiber, Inc. disclosed that the underwriters of its initial public offering fully exercised their over-allotment option to purchase additional ordinary shares, resulting in approximately $23.9 million in additional gross proceeds to the company.

How many additional WhiteFiber (WYFI) shares were purchased under the over-allotment option?

The underwriters exercised their option to purchase an additional 1,406,250 ordinary shares of WhiteFiber, Inc. at the public offering price.

At what price were the additional WhiteFiber (WYFI) shares sold under the over-allotment option?

The additional 1,406,250 ordinary shares were sold at the IPO public offering price of $17.00 per share.

How much additional cash does WhiteFiber, Inc. (WYFI) expect from the over-allotment exercise?

The full exercise of the over-allotment option is expected to provide WhiteFiber, Inc. with approximately $23.9 million in additional gross proceeds.

When is the over-allotment closing for WhiteFiber (WYFI) expected?

The closing of the over-allotment share purchase is expected to occur on September 4, 2025, subject to customary closing conditions.

What was the size of WhiteFiber’s (WYFI) original IPO mentioned in the filing?

The company previously agreed under the underwriting agreement to offer and sell 9,375,000 ordinary shares in its initial public offering, which closed with share delivery on August 8, 2025.

Did WhiteFiber, Inc. (WYFI) issue any press release about the over-allotment option?

Yes. On September 3, 2025, WhiteFiber, Inc. issued a press release announcing the underwriters’ exercise of the over-allotment option, which is filed as Exhibit 99.1 to this report.