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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): February 16, 2021

 

EMCORE CORPORATION

(Exact name of registrant as specified in its charter)

 

New Jersey 001-36632 22-2746503

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

 

2015 W. Chestnut Street

Alhambra, California

91803
(Address of principal executive offices) (Zip Code)

 

(626) 293-3400

(Registrant’s telephone number,

including area code)

 

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(s) Name of each exchange on which registered
Common Stock, no par value EMKR 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 8.01Other Events.

 

On February 16, 2021, EMCORE Corporation (the “Company”) closed its previously announced offering of 6,655,093 shares of its common stock, which includes the full exercise of the underwriters’ option to purchase 868,056 additional shares of common stock, at a price to the public of $5.40 per share, pursuant to an underwriting agreement with Cowen and Company, LLC, dated as of February 10, 2021.

 

On February 16, 2021, the Company issued a press release regarding the closing, a copy of which is filed as an exhibit to and incorporated by reference into this Current Report on Form 8-K.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1Press Release issued by EMCORE Corporation, dated February 16, 2021.

 

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EMCORE CORPORATION
   
   
Date: February 16, 2021 By: /s/ Tom Minichiello
  Name: Tom Minichiello
  Title: Chief Financial Officer

 

 

 

 

 

Exhibit 99.1

 

 

EMCORE Announces Closing of $35.9 Million Public Offering of Common Stock

 

Alhambra, CA – February 16, 2021 – EMCORE Corporation (Nasdaq: EMKR) today announced the closing of its underwritten public offering of 6,655,093 shares of its common stock, which includes the full exercise of the underwriters’ option to purchase 868,056 additional shares of common stock, at a public offering price of $5.40 per share. All of the shares in the offering were sold by EMCORE. The gross proceeds to EMCORE from the offering, before deducting the underwriting discounts and commissions and other offering expenses, were approximately $35.9 million.

 

Cowen is acting as book-running manager and Craig-Hallum is acting as co-manager for the offering.

 

The shares of common stock in the public offering were issued by EMCORE pursuant to a shelf registration statement (File No. 333-235818) previously filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”), and the registration statement on Form S-3 (File No. 333-252970) filed with the SEC pursuant to Rule 462(b) under the Securities Act of 1933. The offering was made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. Copies of the final prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC and may be obtained by contacting: Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, by telephone at (833) 297-2926, or by email at PostSaleManualRequests@broadridge.com, or Craig-Hallum Capital Group, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, Attn: Equity Capital Markets, telephone: 612-334-6300 or by email atprospectus@chlm.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About EMCORE Corporation

 

EMCORE Corporation is a leading provider of advanced mixed-signal products that serve the aerospace & defense and broadband communications markets. Our best-in-class components and systems support a broad array of applications including navigation and inertial sensing, defense optoelectronics, broadband transport, 5G wireless infrastructure, optical sensing, and cloud data centers. We leverage industry-leading Quartz MEMS, Indium Phosphide, and Lithium Niobate chip-level technology to deliver state-of-the-art component and system-level products across our end-market applications. EMCORE has vertically-integrated manufacturing capability at its wafer fabrication facility in Alhambra, CA, and Quartz MEMS manufacturing facility in Concord, CA. Our manufacturing facilities maintain ISO 9001 quality management certification, and we are AS9100 aerospace quality certified at our facility in Concord. For further information about EMCORE, please visit http://www.emcore.com.

 

Investor Contacts

 

EMCORE Corporation 

Tom Minichiello 

(626) 293-3400 

investor@emcore.com