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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) |
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 |
