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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):
August 18, 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
(646) 801-0779
(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 August 21, 2026, WhiteFiber, Inc. (the “Company”)
completed its previously announced upsized private offering (the “Offering”) of $310.0 million aggregate principal
amount of its 5.00% Convertible Senior Notes due 2032 (the “Notes”), including the exercise in full of the initial
purchasers’ option to purchase an additional $40.0 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 August 21, 2026 (the “Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes will mature on September 1, 2032 (the
“Maturity Date”), unless earlier converted, redeemed or repurchased. The Notes will bear interest at a rate of 5.00%
per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2027. 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 29.5530 Ordinary Shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $33.84
per Ordinary Share. The initial conversion price of the Notes represents a premium of approximately 25% above the last reported sales
price of the Ordinary Shares on the Nasdaq Capital Market on August 18, 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 September 6, 2030 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 September 6, 2030 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
the Company 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 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
$298.5 million, after deducting the initial purchasers’ discounts and estimated Offering expenses payable by the Company. The Company
used approximately $118.5 million of the net proceeds from the Offering to pay the cash consideration (including accrued and unpaid interest)
for the concurrent Note Exchange Transactions described under “Concurrent Privately Negotiated Note Exchange Transactions”
in Item 8.01 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
(including GPU servers to support WhiteFiber’s cloud business), 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.
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 a purchase
agreement, dated August 18, 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 11,451,803 Ordinary Shares may be issued upon conversion
of the Notes based on the initial maximum conversion rate of 36.9413 Ordinary Shares per $1,000 principal amount of the Notes, which is
subject to customary anti-dilution adjustment provisions.
The information set forth under the heading “Concurrent
Privately Negotiated Note Exchange Transactions” in Item 8.01 below is incorporated by reference into this Item 3.02. The Ordinary
Shares issued to holders of Existing Notes (as defined below) in the Note Exchange Transactions were issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on these exemptions from registration based in
part on representations made by the holders of the Existing Notes in the exchange agreements entered into on August 18, 2026 by and among
the Company and such holders in connection with the Note Exchange Transactions.
Item 8.01 Other Events.
Concurrent Privately Negotiated Note Exchange
Transactions
Concurrently with the pricing of the Offering,
the Company entered into privately negotiated transactions (each, a “Note Exchange Transaction”, and together, the
“Note Exchange Transactions”) with certain holders of its 4.500% Convertible Senior Notes due 2031 (the “Existing
Notes”) to exchange $198.15 million in aggregate principal amount of the Existing Notes for an aggregate cash amount of approximately
$118.5 million (including accrued and unpaid interest) and approximately 6.3 million Ordinary Shares.
The Company anticipates that the Note Exchange
Transactions will settle on or about August 21, 2026. Upon settlement of such repurchases, the aggregate principal amount of Existing
Notes outstanding is expected to be reduced to approximately $31.85 million.
This Current Report on Form 8-K does not constitute
an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Note Offering and Note Exchange Transactions
Press Releases
On August 18, 2026, the Company issued a press
release announcing the Offering and the Note Exchange Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
On August 19, 2026, the Company issued a press
release announcing the pricing of the Notes and the Note Exchange Transactions. A copy of the press release is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
On August 21, 2026, the Company issued a press
release announcing the closing of the Offering and the Note Exchange Transactions. 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 the Note Exchange Transactions. 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 Annual Report on Form 10-K for the fiscal year ended December
31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 26, 2026, its Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 14, 2026, its Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2026, filed with the SEC on August 12, 2026, 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 August 21, 2026, between WhiteFiber, Inc. and U.S. Bank Trust Company, National Association, as Trustee. |
| 4.2* |
|
Form of Global Note representing WhiteFiber, Inc.’s 5.00% Convertible Senior Notes due 2032 (included within Exhibit 4.1). |
| 99.1* |
|
Press Release issued by WhiteFiber, Inc. dated August 18, 2026. |
| 99.2* |
|
Press Release issued by WhiteFiber, Inc. dated August 19, 2026. |
| 99.3* |
|
Press Release issued by WhiteFiber, Inc. dated August 21, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Filed herewith (unless otherwise noted as being furnished herewith). |
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: August 21, 2026 |
By: |
/s/ Sam Tabar |
| |
Name: |
Sam Tabar |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
WhiteFiber Announces Proposed Private Placement
of $250.0 Million of Convertible Senior Notes
NEW YORK, August 18, 2026 –
WhiteFiber, Inc. (Nasdaq: WYFI) (“WhiteFiber” or the “Company”),
a provider of artificial intelligence (“AI”) infrastructure and high-performance computing (“HPC”)
solutions, today announced that it intends to offer, subject to market conditions and other factors, $250.0 million principal amount of
Convertible Senior Notes due 2032 (the “notes”) in a private placement (the “offering”) to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”). The Company also intends to grant the initial purchasers of the notes an option to purchase, for settlement within a
13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $37.5 million principal amount
of the notes.
The notes will be general, senior unsecured obligations
of the Company and will accrue interest payable semiannually in arrears. Upon conversion, the Company will pay or deliver, as the case
may be, cash, ordinary shares, par value $0.01 per share, of the Company (the “ordinary shares”) or a combination of
cash and ordinary shares, at its election. The interest rate, initial conversion rate, repurchase or redemption rights and certain other
terms of the notes will be determined at the time of pricing of the offering.
Use of Proceeds
The Company intends to use (i) a portion of the
net proceeds from the offering to pay the cash consideration for the concurrent note exchange transactions, as described below, and (ii)
the remainder of the net proceeds from the offering 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 (including GPU servers to support WhiteFiber’s
cloud business), and for potential acquisitions, partnerships and joint ventures related thereto, and for working capital and general
corporate purposes. If the initial purchasers exercise their option to purchase additional notes, the Company expects to use the net proceeds
from the sale of the additional notes 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 (including GPU servers to support WhiteFiber’s cloud
business), and for potential acquisitions, partnerships and joint ventures related thereto, as well as working capital and other general
corporate purposes as described above. The Company will require additional project financing (e.g., construction loans) in order to fully
accomplish the specified initiatives identified in these uses of proceeds. The Company also may elect to raise additional capital opportunistically.
Concurrent Privately Negotiated Note Exchange
Transactions
Concurrently with the pricing
of the offering, the Company expects to enter into one or more privately negotiated transactions with one or more holders of its 4.500%
Convertible Senior Notes due 2031 (the “existing notes”) to exchange for cash and ordinary shares (each, a “note
exchange transaction”) a portion of the existing notes. The terms of each note exchange transaction will depend on a variety
of factors. No assurance can be given as to how much, if any, of the existing notes will be exchanged or the terms on which they will
be exchanged. This press release is not an offer to exchange the existing notes. The closing of the offering of the notes is contingent
upon the satisfaction of the conditions to closing of substantially all of the note exchange transactions, and the note exchange transactions
are contingent upon the closing of the offering of the notes.
In connection with any note exchange transaction,
the Company expects that holders of its existing notes who agree to exchange their existing notes will unwind all or part of their hedge
positions and sell the ordinary shares that they expect to receive upon closing of the note exchange transactions. The amount of the Company’s
ordinary shares to be sold by such holders may be substantial in relation to the historic average daily trading volume of the Company’s
ordinary shares. This activity by such holders could decrease the market price of the Company’s ordinary shares, including concurrently
with or shortly after the pricing of the notes. The Company cannot predict the magnitude of such market activity or the overall effect
it will have on the price of the notes in the offering or the Company’s ordinary shares.
In connection with any exchange of the existing
notes, the Company expects the existing zero-strike call option transactions that the Company entered into when the existing notes were
issued to remain outstanding in accordance with their terms.
The notes will be offered only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and the sale of the notes and
the issuance of ordinary shares of the Company issuable upon conversion of the notes or in connection with any note exchange transaction,
if any, have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other
jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell
nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities
laws of any such state or jurisdiction.
About WhiteFiber, Inc.
WhiteFiber is a provider of AI infrastructure
solutions. WhiteFiber owns HPC 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.
Forward-Looking Statements
Statements in this press release about future
expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “look
forward to,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”
“will,” “would” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Such forward-looking statements include, among others, statements relating
to WhiteFiber’s expectations regarding the proposed terms and the completion, timing and size of the proposed offering and the note
exchange transactions, the expected use of proceeds from the sale of the notes and potential impact of the foregoing or related transactions
on the market price of the ordinary shares or the trading price of the notes.
Actual results may differ materially from those
indicated by such forward-looking statements as a result of various important factors, including risks and uncertainties associated with
market conditions, whether WhiteFiber will offer the notes, enter into any note exchange transactions or be able to consummate the proposed
offering or any note exchange transactions at the anticipated size or on the anticipated terms, or at all, and the satisfaction of closing
conditions related to the proposed transactions, as well as discussions of potential risks, uncertainties and other factors discussed
in the section entitled “Risk Factors” in WhiteFiber’s Annual Report on Form 10-K, as well as those discussed in WhiteFiber’s
subsequent filings with the U.S. Securities and Exchange Commission. By their nature, forward-looking statements are not statements
of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances
that are difficult to predict or quantify. Although the Company believes that the expectations reflected in these forward-looking statements
are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investing in our
securities involves a high degree of risk. You are cautioned not to place undue reliance on these forward-looking statements as there
are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are
beyond WhiteFiber’s control. Any forward-looking statements contained in this press release speak only as of the date hereof. WhiteFiber
specifically disclaims any obligation to update any forward-looking statement, whether due to new information, future events, or otherwise.
Readers should not rely upon the information on this page as current or accurate after its publication date.
Contacts for WhiteFiber
Investor Contact: IR@whitefiber.com
Exhibit 99.2
WhiteFiber Announces Pricing of Upsized $270.0
Million Convertible Senior Notes Offering
NEW YORK, August 19, 2026 — WhiteFiber,
Inc. (Nasdaq: WYFI) (“WhiteFiber” or the “Company”), a provider of artificial intelligence (“AI”)
infrastructure and high-performance computing (“HPC”) solutions, today announced the pricing of $270.0 million principal
amount of 5.00% Convertible Senior Notes due 2032 (the “notes”) in a private placement (the “offering”)
to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). The offering was upsized from the previously announced offering size of $250.0 million. The
Company has also granted the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on,
and including, the date on which the notes are first issued, up to an additional $40.0 million principal amount of the notes. The sale
of the notes is expected to close on August 21, 2026, subject to customary closing conditions.
Additional Details of the Convertible Notes
The notes will be general, senior unsecured obligations
of the Company and will bear interest at a rate of 5.00% per year, payable semiannually in arrears on March 1 and September 1 of each
year, beginning on March 1, 2027. The notes will mature on September 1, 2032, unless earlier converted, redeemed or repurchased. Upon
conversion, the Company will pay or deliver, as the case may be, cash, ordinary shares, par value $0.01 per share, of the Company (the
“ordinary shares”) or a combination of cash and ordinary shares, at its election. The initial conversion rate of the
notes will be 29.5530 ordinary shares per $1,000 principal amount of such notes (equivalent to an initial conversion price of approximately
$33.84 per ordinary share). The initial conversion price of the notes represents a premium of approximately 25.0% over the last reported
sale price of the ordinary shares on the Nasdaq Capital Market on August 18, 2026.
The Company may redeem for cash all or any portion
of the notes (subject to certain limitations), at its option, on or after September 6, 2030 and prior to the 41st scheduled trading day
immediately preceding the maturity date, if the last reported sale price of the 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.
If the Company redeems less than all of the outstanding
notes, at least $75.0 million aggregate principal amount of notes must be outstanding and not called for optional redemption
as of the time the Company sends the related notice of redemption, and after giving effect to the delivery of such notice of redemption.
The Company may also redeem for cash all but not
part of the notes in the event of certain tax law changes 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 and any additional amounts which would otherwise
be payable to such redemption date with respect to such redemption price, as described in the indenture that will govern the notes.
On September 6, 2030, and if the Company undergoes
a “fundamental change” (as defined in the indenture that will govern the notes), subject to certain conditions and a limited
exception, holders may require the Company to repurchase for cash all or any portion of their notes at a 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.
In addition, following certain corporate events that
occur prior to the maturity date of the notes or following the Company’s delivery of a notice of redemption, the Company will, in
certain circumstances, increase the conversion rate of the notes for a holder who elects to convert its notes in connection with such
a corporate event or convert their notes called (or deemed called) for redemption in connection with such notice of redemption, as the
case may be.
Use of Proceeds
The Company estimates that the net proceeds from
the offering will be approximately $259.8 million (or approximately $298.5 million if the initial purchasers exercise their option to
purchase additional notes in full), after deducting the initial purchasers’ discounts and estimated offering expenses payable by
the Company. The Company intends to use (i) approximately $118.5 million of the net proceeds from the offering to pay the cash consideration
for the concurrent note exchange transactions, as described below, and (ii) the remainder of the net proceeds from the offering 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 (including GPU servers to support WhiteFiber’s cloud business), and for potential acquisitions, partnerships
and joint ventures related thereto, and for working capital and general corporate purposes. If the initial purchasers exercise their option
to purchase additional notes, the Company expects to use the net proceeds from the sale of the additional notes 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 (including GPU servers to support WhiteFiber’s cloud business), and for potential acquisitions, partnerships and
joint ventures related thereto, as well as working capital and other general corporate purposes as described above. The Company will require
additional project financing (e.g., construction loans) in order to fully accomplish the specified initiatives identified in these uses
of proceeds. The Company also may elect to raise additional capital opportunistically.
Concurrent Privately Negotiated Note Exchange
Transactions
Concurrently with the pricing of the offering, the
Company entered into privately negotiated transactions with certain holders of its 4.500% Convertible Senior Notes due 2031 (the “existing
notes”) to exchange $198.15 million in aggregate principal amount of the existing notes on terms negotiated with each holder
(each, a “note exchange transaction”), for an aggregate cash amount of approximately $118.5 million (including accrued
and unpaid interest) and approximately 6.3 million ordinary shares. This press release is not an offer to exchange the existing notes.
The closing of the offering of the notes is contingent upon the satisfaction of the conditions to closing of substantially all of the
note exchange transactions, and the note exchange transactions are contingent upon closing of the offering of the notes.
In connection with any note exchange transaction,
the Company expects that holders of its existing notes who have agreed to exchange their existing notes will unwind all or part of their
hedge positions and sell the ordinary shares that they expect to receive upon closing of the note exchange transactions. The amount of
the Company’s ordinary shares to be sold by such holders may be substantial in relation to the historic average daily trading volume
of the Company’s ordinary shares. This activity by such holders could decrease the market price of the Company’s ordinary
shares, including concurrently with or shortly after the pricing of the notes. The Company cannot predict the magnitude of such market
activity or the overall effect it will have on the price of the notes in the offering or the Company’s ordinary shares.
In connection with any exchange of the existing notes,
the Company expects the existing zero-strike call option transactions that the Company entered into when the existing notes were issued
to remain outstanding in accordance with their terms.
The notes were offered only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and the sale of the notes and
the issuance of ordinary shares of the Company issuable upon conversion of the notes or in connection with the note exchange transactions
have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction,
and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell
nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities
laws of any such state or jurisdiction.
About WhiteFiber, Inc.
WhiteFiber is a provider of AI infrastructure solutions.
WhiteFiber owns HPC 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.
Forward-Looking Statements
Statements in this press release about future expectations,
plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “look
forward to,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”
“will,” “would” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Such forward-looking statements include, among others, statements relating
to WhiteFiber’s expectations regarding the completion of the offering and the note exchange transactions, the expected use of proceeds
from the sale of the notes and potential impact of the foregoing or related transactions on the market price of the ordinary shares or
the trading price of the notes.
Actual results may differ materially from those indicated
by such forward-looking statements as a result of various important factors, including risks and uncertainties associated with market
conditions, and the satisfaction of closing conditions related to the offering and note exchange transactions, as well as discussions
of potential risks, uncertainties and other factors discussed in the section entitled “Risk Factors” in WhiteFiber’s
Annual Report on Form 10-K, as well as those discussed in WhiteFiber’s subsequent filings with the U.S. Securities and Exchange
Commission. By their nature, forward-looking statements are not statements of historical fact or guarantees of future performance and
are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Although the Company
believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties,
and these expectations may prove to be incorrect. Investing in our securities involves a high degree of risk. You are cautioned not to
place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially
from those in forward-looking statements, many of which are beyond WhiteFiber’s control. Any forward-looking statements contained
in this press release speak only as of the date hereof. WhiteFiber specifically disclaims any obligation to update any forward-looking
statement, whether due to new information, future events, or otherwise. Readers should not rely upon the information on this page as current
or accurate after its publication date.
Contacts for WhiteFiber
Investor Contact: IR@whitefiber.com
Exhibit 99.3
WhiteFiber Announces Closing of Upsized $310.0
Million Convertible Senior Notes Offering
NEW YORK, August 21, 2026 —
WhiteFiber, Inc. (Nasdaq: WYFI) (“WhiteFiber” or the “Company”), a provider of artificial intelligence
(“AI”) infrastructure and high-performance computing (“HPC”) solutions, today announced the closing
of its previously announced upsized private placement (the “offering”) of $310.0 million principal amount of 5.00%
Convertible Senior Notes due 2032 (the “notes”), including the exercise in full of the initial purchasers’ option to
purchase up to an additional $40.0 million principal amount of notes.
The notes were issued with an initial conversion
price of approximately $33.84 per share, representing a premium of approximately 25% over the last reported sale price of the
Company’s ordinary shares on the Nasdaq Capital Market on August 18, 2026.
The Company received net proceeds from the offering
of the notes of approximately $298.5 million, after deducting the initial purchasers’ discounts and its estimated offering
expenses. The Company used approximately $118.5 million of the net proceeds from the offering to pay the cash consideration for the concurrent
note exchange transactions, as 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 (including GPU servers to support WhiteFiber’s cloud business), and for potential acquisitions, partnerships
and joint ventures related thereto, and for working capital and general corporate purposes.
Concurrently with the pricing of the offering,
the Company entered into privately negotiated transactions with certain holders of its 4.500% Convertible Senior Notes due 2031 (the “existing
notes”). Pursuant to those transactions, the Company exchanged $198.15 million in aggregate principal amount of the existing
notes for an aggregate cash amount of approximately $118.5 million (including accrued and unpaid interest) and approximately 6.3 million
ordinary shares, resulting in the aggregate principal amount of the existing notes outstanding being reduced to approximately $31.85 million.
Sam Tabar, Chief Executive Officer of WhiteFiber,
commented:
“Completing this transaction now materially
enhances our liquidity and provides greater capital certainty as we complete the first phase of NC-1 and prepare for the next phase of
WhiteFiber’s colocation growth,” said Sam Tabar, Chief Executive Officer of WhiteFiber. “Together with the anticipated
closing of our proposed project-level financing for NC-1, which remains subject to the completion of definitive documentation and satisfaction
of customary approvals and closing conditions, we expect to be positioned to initiate site preparation and place long-lead equipment orders
on the timetable required to support our target of bringing more than 100 MW of additional capacity online across our development pipeline
in 2027. Advancing site readiness and procurement now is intended to reduce schedule risk and position WhiteFiber to execute long-term
leases with high-quality customers for that capacity during the fourth quarter of 2026. This represents the next step in our strategy
of converting our development pipeline into contracted, financeable capacity and reinvesting capital to scale the platform.”
The notes were offered only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and the sale of the notes and
the ordinary shares of the Company issuable upon conversion of the notes or in connection with the note exchange transactions, have not
been and will not be registered under the Securities Act of 1933, as amended, any state securities laws or the securities laws of any
other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell
nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities
laws of any such state or jurisdiction.
About WhiteFiber, Inc.
WhiteFiber is a provider of AI infrastructure
solutions. WhiteFiber owns HPC 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.
Forward-Looking Statements
Statements in this press release about future
expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “look
forward to,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”
“will,” “would” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Such forward-looking statements include, among others, statements relating
to WhiteFiber’s expectations regarding the expected use of proceeds from the notes offering.
Actual results may differ materially from those
indicated by such forward-looking statements as a result of various important factors, including risks and uncertainties associated with
market conditions, as well as discussions of potential risks, uncertainties and other factors discussed in the section entitled “Risk
Factors” in WhiteFiber’s Annual Report on Form 10-K, as well as those discussed in WhiteFiber’s subsequent filings with
the U.S. Securities and Exchange Commission. By their nature, forward-looking statements are not statements of historical fact or
guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to
predict or quantify. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable,
they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investing in our securities involves
a high degree of risk. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors
that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond WhiteFiber’s
control. Any forward-looking statements contained in this press release speak only as of the date hereof. WhiteFiber specifically disclaims
any obligation to update any forward-looking statement, whether due to new information, future events, or otherwise. Readers should not
rely upon the information on this page as current or accurate after its publication date.
Contacts for WhiteFiber
Investor Contact: IR@whitefiber.com
