On December 9, 2024, Wolfspeed, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as agents and/or principals (each, a “Manager,” and collectively, the “Managers”), under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.00125 per share (the “Common Stock”), having an aggregate sale price of up to $200,000,000 through or to the Managers (the “Offering”), pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-283676), filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2024. The Company filed a prospectus supplement with the SEC on December 9, 2024 in connection with the Offering.
Under the terms of the Agreement, the Managers may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended. Sales of shares of the Common Stock may also be made in such privately negotiated transactions, which may include block trades, as the Company and any Manager may agree. The Managers will use commercially reasonable efforts to sell the Common Stock 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 the Managers a commission equal to up to 3.0% in the aggregate of the gross sales proceeds of any Common Stock sold through the Managers under the Agreement.
The Agreement contains customary representations, warranties and agreements by the Company, indemnification rights and obligations of the Company and the Managers, other obligations of the parties and termination provisions. The representations, warranties and agreements contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties to such agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, nor shall there be any sale of the Company’s 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 such jurisdiction.
A copy of the opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. regarding the validity of the shares of the Common Stock that may be issued and sold in the Offering is filed as Exhibit 5.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
No. | | Description |
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| 1.1 | | Equity Distribution Agreement, dated as of December 9, 2024, by and among the Company, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC |
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| 5.1 | | Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. |
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| 23.1 | | Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (included in Exhibit 5.1) |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
