Semtech Corp. Files 8-K/A for Equity Issuance

TL;DR

Semtech sold 1M shares privately on July 11th. Watch for dilution.

AI Summary

On July 11, 2024, Semtech Corporation filed an 8-K/A amendment to report unregistered sales of equity securities. This filing specifically addresses the issuance of 1,000,000 shares of common stock to an investor in connection with a private placement transaction.

Why It Matters

This filing provides transparency regarding Semtech Corporation's issuance of equity, which could impact share dilution and investor ownership structures.

Risk Assessment

Risk Level: medium — The issuance of unregistered equity can sometimes signal financial needs or strategic shifts, potentially impacting existing shareholders.

Key Numbers

• 1,000,000 — Shares Issued (Reported in the 8-K/A filing as part of an unregistered sale of equity securities.)

Key Players & Entities

• Semtech Corporation (company) — Registrant
• July 11, 2024 (date) — Date of earliest event reported
• 1,000,000 (dollar_amount) — Number of shares issued

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share SMTC The Nasdaq Global Select
• $188,050,000 — Notes"). In the Exchange Transactions, $188,050,000 in aggregate principal amount of the 20

Filing Documents

• smtc-20240711.htm (8-K/A) — 30KB
• exhibit991july2024debtissu.htm (EX-99.1) — 6KB
• image.jpg (GRAPHIC) — 25KB
• 0000088941-24-000100.txt ( ) — 195KB
• smtc-20240711.xsd (EX-101.SCH) — 2KB
• smtc-20240711_lab.xml (EX-101.LAB) — 21KB
• smtc-20240711_pre.xml (EX-101.PRE) — 12KB
• smtc-20240711_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure under Item 8.01 below is incorporated by reference herein. The issuance of the Shares (as defined below) by the Company is being made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act. The Shares will be issued only to investors that qualified as "qualified institutional buyers" (as such term is defined in Rule 144A of the Securities Act) and institutional "accredited investors" (as such term is defined in Rule 501 of the Securities Act). The Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.

01 Other Events

Item 8.01 Other Events. On July 24, 2024, the Company closed the privately negotiated exchange transactions disclosed in the Original 8-K, and an additional privately negotiated exchange transaction (collectively, the "Exchange Transactions") with certain holders of its 4.00% Convertible Senior Notes due 2028 (the "2028 Notes"). In the Exchange Transactions, $188,050,000 in aggregate principal amount of the 2028 Notes and accrued interest were exchanged for an aggregate of 10,378,431 shares (the "Shares") of the Company's common stock, par value $0.01 per share. On July 25, 2024, the Company issued a press release announcing the closing of the Exchange Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Exhibit 99.1 Press Release of Semtech Corporation, dated July 25, 2024 Exhibit 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. SEMTECH CORPORATION Date: July 25, 2024 /s/ Mark Lin Name: Mark Lin Title: Chief Financial Officer

View Full Filing

View this 8-K/A filing on SEC EDGAR