Super Micro Computer Inks New Financial Obligation, Unregistered Equity Sale

TL;DR

**SMCI just took on new debt and sold some shares privately, signaling potential growth moves.**

AI Summary

Super Micro Computer, Inc. entered into a material definitive agreement on February 22, 2024, involving the creation of a direct financial obligation and unregistered sales of equity securities. This 8-K filing, dated February 28, 2024, reports these events, which include a new financial obligation and the issuance of equity without public registration. The company's business address is 980 Rock Avenue, San Jose, California.

Why It Matters

This filing indicates Super Micro Computer is securing new financing and potentially expanding its capital base through private equity placements, which could impact its financial structure and future growth prospects.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation increases the company's debt, while unregistered sales of equity can dilute existing shareholders if not managed effectively.

Key Players & Entities

• Super Micro Computer, Inc. (company) — Registrant
• February 22, 2024 (date) — Date of earliest event reported
• February 28, 2024 (date) — Filing date
• 980 Rock Avenue, San Jose, California 95131 (location) — Principal executive offices

FAQ

From the Filing

0001375365-24-000017.txt : 20240228 0001375365-24-000017.hdr.sgml : 20240228 20240227184854 ACCESSION NUMBER: 0001375365-24-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 22 CONFORMED PERIOD OF REPORT: 20240222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240228 DATE AS OF CHANGE: 20240227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Super Micro Computer, Inc. CENTRAL INDEX KEY: 0001375365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] ORGANIZATION NAME: 06 Technology IRS NUMBER: 770353939 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33383 FILM NUMBER: 24689224 BUSINESS ADDRESS: STREET 1: 980 ROCK AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 408-503-8000 MAIL ADDRESS: STREET 1: 980 ROCK AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 smci-20240222.htm 8-K smci-20240222 0001375365 false 0001375365 2024-02-22 2024-02-22 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): February 22, 2024   SUPER MICRO COMPUTER, INC. (Exact name of registrant as specified in its charter)   Delaware 001-33383 77-0353939 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 980 Rock Avenue , San Jose , California 95131 (Address of principal executive offices, including Zip Code) Registrant’s telephone number, including area code: ( 408 )  503-8000 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(s)   Name of each exchange on which registered Common Stock, $0.001 par value   SMCI   The NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 Indenture On February 27, 2024, Super Micro Computer, Inc. (the “ Company ,” “ we ,” “ us ” or “ our ”) completed its previously announced sale of $1.725 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2029 (the “ Convertible Notes ”), including $225.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2029 purchased