| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 27, 2024, SiTime Corporation (the “Company”) entered into an At-the-Market Equity Offering Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) under which the Company may offer and sell, from time to time at its sole discretion, up to an aggregate of 1,200,000 shares of its common stock, par value $0.0001 per share (the “Shares”), through Stifel, acting as sales agent or principal. The Company has filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement pursuant to the Sales Agreement for the offer and sale of the Shares.
Pursuant to the Sales Agreement, sales of the Shares, if any, will be made under the Company’s previously filed and effective Registration Statement on Form S-3 (File No. 333-277373) and an applicable prospectus supplement, each filed with the SEC. Subject to the terms and conditions of the Sales Agreement, Stifel may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”). Stifel will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Stifel a commission of up to three percent (3.0%) of the gross sales proceeds of any Shares sold through Stifel under the Sales Agreement, and also has provided Stifel with certain indemnification rights, including under the Securities Act. Either party may terminate the Sales Agreement at any time without liability of any party.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. Cooley LLP, counsel to the Company, has issued a legal opinion relating to validity of the Shares that may be issued, a copy of which, including the consent included therein, is attached as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits. |
