Quantum Corp Files 8-K: Material Agreement & Equity Sales

TL;DR

Quantum Corp signed a big deal and sold some stock on Jan 25th. 8-K filed.

AI Summary

Quantum Corporation entered into a Material Definitive Agreement on January 25, 2025. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in San Jose, California.

Why It Matters

This 8-K filing indicates significant corporate actions, including a material definitive agreement and unregistered equity sales, which could impact Quantum Corp's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution, and the entry into a material definitive agreement requires further scrutiny.

Key Numbers

• 001-13449 — SEC File Number (Identifies the company's filing history with the SEC.)
• 94-2665054 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Quantum Corporation (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• San Jose, CA (location) — Principal Executive Offices
• January 25, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share QMCO Nasdaq Globa
• $200,000,000 — ville be required to purchase more than $200,000,000 of shares of Common Stock in the aggreg
• $25,000 — le a due diligence fee in the amount of $25,000 and issued to Yorkville 42,158 shares o

Filing Documents

• qtm-20250125.htm (8-K) — 43KB
• exhibit101-8xk.htm (EX-10.1) — 307KB
• exhibit102-8xk.htm (EX-10.2) — 107KB
• exhibit103-8xk.htm (EX-10.3) — 1646KB
• qtm-20250125_g1.jpg (GRAPHIC) — 12KB
• 0001628280-25-002693.txt ( ) — 2598KB
• qtm-20250125.xsd (EX-101.SCH) — 2KB
• qtm-20250125_lab.xml (EX-101.LAB) — 22KB
• qtm-20250125_pre.xml (EX-101.PRE) — 13KB
• qtm-20250125_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Standby Equity Purchase Agreement On January 25, 2025, Quantum Corporation (the "Company") entered into a Standby Equity Purchase Agreement (the "Purchase Agreement") with YA II PN, Ltd., a Cayman Islands exempt limited partnership ("Yorkville"). Pursuant to and subject to the terms of the Purchase Agreement, for 36 months following the date of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville, and Yorkville is obligated to purchase from the Company, shares of the Company's common stock, $0.01 par value per share ("Common Stock"). At the Company's option, the shares would be purchased at either (i) 96% of the VWAP (as defined below) during the period commencing on the date (each date, an "Advance Notice Date") the Company is deemed to have delivered a written notice to Yorkville setting forth the number of shares of Common Stock that the Company desires to issue and sell to Yorkville in accordance with the terms of the Purchase Agreement (each notice, an "Advance Notice") or (ii) 97% of the lowest daily VWAP during the three consecutive trading days commencing on the Advance Notice Date. In certain circumstances, the Company may also specify a minimum acceptable price per share in an Advance Notice (each issuance and sale, an "Advance"). "VWAP" means, for any trading day or specified period, the volume weighted average price of the Common Stock for such date or period on the Nasdaq Global Market ("Nasdaq") as reported by Bloomberg L.P. through its "AQR" function. While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100.0% of the average of the daily traded amount on the five consecutive trading days immediately preceding an Advance Notice. Under applicable Nasdaq rules, in no event is Yorkville obligated to purchase more than 1,157,139 shares of Common Stock from the Company under the Purchase Agreement, which number of

Forward-Looking Statements

Forward-Looking Statements This Item 1.01 of this Current Report on Form 8-K contains "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are largely based on the Company's current expectations about future events. Such forward-looking statements include, in particular, statements related to the issuance of shares of Common Stock pursuant to the Purchase Agreement; the anticipated benefits of the Purchase Agreement; and the Company's focus and strategy. These forward-looking statements may be identified by the use of terms and phrases such as "believes", "could", "would", "potentially", "strategy", "objectives", "expects", "may", "plans", "will", and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that these forward-looking statements relate to future events or the Company's future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following: risks related to the need to address the many challenges facing the Company's business; the impact of macroeconomic and inflationary conditions on the Company's business; risks associated with executing the Company's strategy; estimates and assumptions related to the cost (including any possible disruption of the Company's business) and the anticipated benefits of the Company's restructuring plans and its utilization of the Purchase Agree

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is incorporated herein by reference. In the Purchase Agreement, Yorkville represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities being issued pursuant to the Purchase Agreement (including the Commitment Shares) are being issued and sold by the Company to Yorkville in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration in part on representations made by Yorkville in the Purchase Agreement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Standby Equity Purchase Agreement, dated January 25, 2025, by and between Quantum Corporation and YA II PN, Ltd. 10.2 Twelfth Amendment and Waiver to Term Loan Credit and Security Agreement, dated as of January 27, 2025, by and among the Company, Quantum LTO Holdings, LLC, the other borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC, as disbursing agent and collateral agent. 10.3 N ineteenth Amendment and Waiver to Amended and Restated Revolving Credit and Security Agreement, dated as of January 27, 2025, by and among the Company, Quantum LTO Holdings, LLC, the other borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as agent. 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. Date: January 27, 2025 QUANTUM CORPORATION By: /s/ Brian E. Cabrera Name: Brian E. Cabrera Title: Senior Vice President, Chief Administrative Officer, and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR