SMART Global Holdings Files 8-K with Material Agreement
Ticker: PENG · Form: 8-K · Filed: Jul 16, 2024 · CIK: 1616533
| Field | Detail |
|---|---|
| Company | Smart Global Holdings, Inc. (PENG) |
| Form Type | 8-K |
| Filed Date | Jul 16, 2024 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 9 min |
| Key Dollar Amounts | $0.03, $1,000, $200 million, $32.81 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, disclosure
TL;DR
SMART Global Holdings signed a material agreement and sold equity, filing an 8-K on July 14, 2024.
AI Summary
SMART Global Holdings, Inc. announced on July 14, 2024, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits related to these events.
Why It Matters
This 8-K filing indicates significant corporate actions, including a material definitive agreement and potential equity sales, which could impact the company's financial structure and stock performance.
Risk Assessment
Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and regulatory risks.
Key Players & Entities
- SMART Global Holdings, Inc. (company) — Registrant
- July 14, 2024 (date) — Date of earliest event reported
- Walkers Corporate Limited (company) — Agent for service of process
FAQ
What is the nature of the Material Definitive Agreement entered into by SMART Global Holdings, Inc.?
The filing does not specify the details of the Material Definitive Agreement, only that one was entered into on July 14, 2024.
What type of equity securities were sold unregistered?
The filing mentions unregistered sales of equity securities but does not provide specific details about the type or amount of securities sold.
What is the significance of the Regulation FD Disclosure mentioned in the filing?
The Regulation FD Disclosure indicates that the company is providing information to the public in a non-discriminatory manner, often related to material non-public information.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on July 14, 2024.
Where is SMART Global Holdings, Inc. incorporated?
SMART Global Holdings, Inc. is incorporated in the Cayman Islands.
Filing Stats: 2,266 words · 9 min read · ~8 pages · Grade level 14.9 · Accepted 2024-07-15 18:59:01
Key Financial Figures
- $0.03 — e on which registered Ordinary shares, $0.03 par value per share SGH Nasdaq Glob
- $1,000 — any (the "CPS"), at a purchase price of $1,000 per share or an aggregate purchase pric
- $200 million — share or an aggregate purchase price of $200 million (the "Investment"). The CPS will have a
- $32.81 — rdinary Shares at a conversion price of $32.81 per preferred share, subject to adjustm
Filing Documents
- d871198d8k.htm (8-K) — 41KB
- d871198dex101.htm (EX-10.1) — 499KB
- d871198dex991.htm (EX-99.1) — 12KB
- 0001193125-24-179141.txt ( ) — 798KB
- sgh-20240714.xsd (EX-101.SCH) — 3KB
- sgh-20240714_lab.xml (EX-101.LAB) — 18KB
- sgh-20240714_pre.xml (EX-101.PRE) — 11KB
- d871198d8k_htm.xml (XML) — 4KB
Forward-Looking Statements
Forward-Looking Statements This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Investment and other transactions contemplated by the Purchase Agreement, including the payment of dividends and the conversion of the CPS, and the Investor Agreement. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "anticipate," "target," "expect," "estimate," "intend," "plan," "goal," "believe," "could," and other words of similar meaning. Forward-looking statements provide the Company's current expectations or forecasts of future events, circumstances, results or aspirations and are subject to a number of significant risks, uncertainties and other factors, many of which are outside of the Company's control, including but not limited to, the risks related to the failure to realize opportunities relating to the Company's growth and stakeholder value, the satisfaction of closing conditions related to the Investment and certain required regulatory approvals, including CFIUS, and the failure to realize the anticipated benefits of the Investment, and other risks and uncertainties detailed in the Company's Securities and Exchange Commission (the "SEC") filings from time to time. These and other risks, uncertainties and factors are described in greater detail under the sections titled "Risk Factors," "Critical Accounting Estimates," "Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and "Liquidity and Capital Resources" contained in the Company's Annual Report on Form 10-K for the year ended August 25, 2023 as filed with the SEC on October 20, 2023 and Quarterly Report on Form 10-Q for the quarter ended on May 31, 2024 as f
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit 10.1 Securities Purchase Agreement, dated July 14, 2024, by and among the Company and SK 99.1 Press release, dated July 15, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES 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. SMART GLOBAL HOLDINGS, INC. Date: July 15, 2024 By: /s/ Anne Kuykendall Anne Kuykendall Senior Vice President and Chief Legal Officer