Super Micro Computer Files 8-K

TL;DR

SMCI filed an 8-K on 3/19, check for new deals/financials.

AI Summary

On March 19, 2024, Super Micro Computer, Inc. (SMCI) entered into a Material Definitive Agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and headquartered in San Jose, California.

Why It Matters

This 8-K filing indicates significant corporate activity for Super Micro Computer, Inc., potentially involving new agreements or financial disclosures that could impact investors.

Risk Assessment

Risk Level: medium — 8-K filings can contain material information, but without specific details on the agreements or events, the risk level is moderate.

Key Players & Entities

• Super Micro Computer, Inc. (company) — Registrant
• March 19, 2024 (date) — Date of earliest event reported
• 980 Rock Avenue, San Jose, California 95131 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value SMCI The NASDAQ Global Select
• $875.00 — Stock"), at a public offering price of $875.00 per share. Pursuant to the Underwriting
• $1.73 b — received net proceeds of approximately $1.73 billion, after deducting underwriting dis

Filing Documents

• smci-20240319.htm (8-K) — 35KB
• smci-underwritingagreement.htm (EX-1.1) — 228KB
• supermicro-ex51opinionsx3f.htm (EX-5.1) — 12KB
• image_0a.jpg (GRAPHIC) — 3KB
• 0001375365-24-000020.txt ( ) — 451KB
• smci-20240319.xsd (EX-101.SCH) — 2KB
• smci-20240319_lab.xml (EX-101.LAB) — 21KB
• smci-20240319_pre.xml (EX-101.PRE) — 12KB
• smci-20240319_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On March 19, 2024, Super Micro Computer, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC (the "Underwriter"), relating to an underwritten public offering (the "Offering") of 2,000,000 shares (the "Firm Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a public offering price of $875.00 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriter the right to purchase from the Company up to an additional 300,000 shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares"), exercisable within a 30-day period at the public offering price less underwriting discounts and commissions. The Offering was made pursuant to an automatically effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on March 19, 2024 (File No. 333-278048) and a final prospectus relating to the Offering, filed with the SEC on March 20, 2024. The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and is incorporated by reference h

01 Other Events

Item 8.01 Other Events On March 22, 2024, the Offering closed and the Company completed the sale and issuance of 2,000,000 shares of Common Stock. The Company received net proceeds of approximately $1.73 billion, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated March 19, 2024, by and between Super Micro Computer, Inc. and Goldman Sachs & Co. LLC. 5.1 Opinion of DLA Piper LLP (US ) 23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1) 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. SUPER MICRO COMPUTER, INC. Date: March 22, 2024 By: /s/ Charles Liang President, Chief Executive Officer and Chairman of the Board

View Full Filing

View this 8-K filing on SEC EDGAR