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): May 18, 2021
ACM Research, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
| 001-38273
| 94-3290283
|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
42307 Osgood Road, Suite I
| | |
Fremont, California | | 94539
|
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (510) 445-3700
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 |
Class A Common Stock, par value $0.0001 per share
| | ACMR
| | Nasdaq Global Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934: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. |
On May 18, 2021, we entered into a Termination Agreement with Xinxin (Hongkong) Capital Co., Limited, or Xinxin, providing for the termination of our Nominating and Voting Agreement dated as of October 11, 2017 with Xinxin and the several individuals and entities listed on Schedule I thereto.
Prior to the termination of the Nominating and Voting Agreement, Xinxin had the right to designate one individual for nomination to the board of directors. Zhengfan Yang was designated by Xinxin pursuant to the nomination and voting agreement and was initially appointed as a member of the board in January 2018. Mr. Yang served and will continue to serve as a director until the 2021 Annual Meeting of Stockholders to be held on June 2, 2021. Neither Mr. Yang nor any other designee of Xinxin has been nominated for election at the 2021 Annual Meeting.
The foregoing summary of the Termination Agreement is qualified in its entirety by reference to the text of the Termination Agreement, which is being filed as Exhibit 10.01 to this report and which is incorporated in this report by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | | Description |
| | | |
| | Termination Agreement between ACM Research, Inc. and Xinxin (Hongkong) Capital Co., Limited, dated as of May 18, 2021 |
| | | |
| 104 | | Cover 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.
| | ACM RESEARCH, INC. |
| | |
| | By: | /s/ Mark McKechnie |
| | | Mark McKechnie |
| | | Chief Financial Officer and Treasurer |
Dated: May 21, 2021
