SMART Global Holdings Files 8-K with Material Agreement

Ticker: PENG · Form: 8-K · Filed: 2024-07-16T00:00:00.000Z

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

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.

From the Filing

0001193125-24-179141.txt : 20240716 0001193125-24-179141.hdr.sgml : 20240716 20240715185901 ACCESSION NUMBER: 0001193125-24-179141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20240714 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240716 DATE AS OF CHANGE: 20240715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMART Global Holdings, Inc. CENTRAL INDEX KEY: 0001616533 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 981013909 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0826 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38102 FILM NUMBER: 241118309 BUSINESS ADDRESS: STREET 1: 39870 EUREKA DRIVE CITY: NEWARK STATE: CA ZIP: 94560-4809 BUSINESS PHONE: (510) 623-1231 MAIL ADDRESS: STREET 1: 39870 EUREKA DRIVE CITY: NEWARK STATE: CA ZIP: 94560-4809 8-K 1 d871198d8k.htm 8-K 8-K false 0001616533 0001616533 2024-07-14 2024-07-14     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): July 14, 2024     SMART GLOBAL HOLDINGS, INC. (Exact name of registrant as specified in its charter)       Cayman Islands   001-38102   98-1013909 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) c/o Walkers Corporate Limited 190 Elgin Avenue George Town , Grand Cayman Cayman Islands KY1-9008 (Address of principal executive offices) (Zip Code) (510) 623-1231 (Registrant’s telephone number, including area code) 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 Ordinary shares, $0.03 par value per share   SGH   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. Securities Purchase Agreement On July 14, 2024, SMART Global Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with SK Telecom Co., Ltd. (“SK”). Pursuant to the Purchase Agreement, the Company has agreed to sell to SK 200,000 convertible preferred shares, par value $0.03 per share, of the Company (the “CPS”), at a purchase price of $1,000 per share or an aggregate purchase pric

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