Enovix Corp Files 8-K: Material Agreement, Debt, Equity Sales

TL;DR

Enovix dropped an 8-K: new deal, debt, and sold some stock. Watch this space.

AI Summary

On September 10, 2025, Enovix Corporation entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. The filing details Enovix's principal executive offices located at 3501 W. Warren Avenue, Fremont, California.

Why It Matters

This 8-K filing signals significant corporate actions by Enovix, including potential new debt obligations and equity transactions, which could impact its financial structure and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and equity sales, which can introduce financial risk and dilution for existing shareholders.

Key Numbers

• 001-39753 — SEC File Number (Identifies Enovix's filing with the SEC.)
• 85-3174357 — IRS Employer Identification No. (Enovix's tax identification number.)

Key Players & Entities

• Enovix Corporation (company) — Registrant
• Rodgers Silicon Valley Acquisition Corp (company) — Former Company Name
• 3501 W. Warren Avenue, Fremont, California (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share ENVX The Nasdaq Global Select
• $360 million — private offering (the " Offering ") of $360 million aggregate principal amount of 4.75% Con
• $60 million — option to purchase up to an additional $60 million principal amount of the Notes. The Note
• $1,000 — price (as defined in the Indenture) per $1,000 principal amount of the Notes for each
• $11.21 — itial conversion price of approximately $11.21 per share of Common Stock. The initial
• $150.0 million — han all the outstanding Notes, at least $150.0 million aggregate principal amount of Notes mus
• $50.0 million — owed with principal amount in excess of $50.0 million (or its foreign currency equivalent), i
• $348.6 m — ds from the Offering were approximately $348.6 million, after deducting the initial purc
• $45.3 million — Company. The Company used approximately $45.3 million of the net proceeds to pay the cost of
• $16.47 — ons relating to the Notes are initially $16.47 at the six month expiry, approximately
• $17.84 — at the six month expiry, approximately $17.84 at the twelve month expiry, approximate
• $18.76 — the twelve month expiry, approximately $18.76 at the eighteen month expiry and $20.13
• $20.13 — $18.76 at the eighteen month expiry and $20.13 at the thirty-six month expiry, respect

Filing Documents

• envx-20250910.htm (8-K) — 65KB
• envxxq3x91525exh41xindentu.htm (EX-4.1) — 787KB
• envx-q3x91525exh101xfinalf.htm (EX-10.1) — 219KB
• envx-q3x91525exh991pressre.htm (EX-99.1) — 15KB
• envx-q3x91525exh992pricing.htm (EX-99.2) — 21KB
• envx-20250910_g1.jpg (GRAPHIC) — 10KB
• image_0.jpg (GRAPHIC) — 4KB
• image_01.jpg (GRAPHIC) — 1KB
• image_02.jpg (GRAPHIC) — 4KB
• image_1.jpg (GRAPHIC) — 2KB
• image_2.jpg (GRAPHIC) — 1KB
• image_3.jpg (GRAPHIC) — 1KB
• image_4.jpg (GRAPHIC) — 2KB
• 0001828318-25-000300.txt ( ) — 1449KB
• envx-20250910.xsd (EX-101.SCH) — 2KB
• envx-20250910_lab.xml (EX-101.LAB) — 21KB
• envx-20250910_pre.xml (EX-101.PRE) — 12KB
• envx-20250910_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On September 10, 2025, Enovix Corporation (the " Company ") completed its previously announced private offering (the " Offering ") of $360 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030 (the " Notes "), which includes the exercise in full of the initial purchasers' option to purchase up to an additional $60 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 15, 2025 (the " Indenture "), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general unsecured obligations of the Company and will mature on September 15, 2030, unless earlier converted, redeemed, or repurchased. Interest on the Notes will accrue at a rate of 4.75% per year from September 15, 2025 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2030, only under the following conditions: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 28, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company's common stock, par value $0.0001 per share (the " Common Stock "), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the " Measurement Period ") in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the Measurement Period was less than 98%

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "). The Notes were resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated September 10, 2025 by and among the Company and the representative of the initial purchasers, as amended. The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 39,344,256 shares of the Company's Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 109.2896 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01 Other Events

Item 8.01 Other Events. On September 10, 2025, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On September 11, 2025, the Company issued a press release announcing the pricing of the Offering . A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains forward-looking statements including statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, concerning the Offering of the Notes, the capped call transactions, and the anticipated use of proceeds from the Offering, including the Company's evaluation of potential acquisition targets that the Company believes could accelerate the adoption of the Company's batteries into additional markets and customers through the acquisition of businesses or technologies, that Enovix believes could be EBITDA accretive within 12 months following such acquisition and that Enovix believes present potential long-term revenue synergies for its business. The words anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, should, would and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent the Company's current beliefs, estimates, expectations and plans (including, without limitation, with respect to potential acquisitions) and assumptions only as of the date of this Form 8-K and information contained in this Form 8-K should not be relied upon as representing the Company's expectations and plans (including, without limitation, with respect to the Company's use of proceeds to pursue potential acquisitions) and assumptions as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to market risks, trends and conditions, as well as the risks summarized in "Risk Factors" in the Company's Form 10-Q for the quarter ended June 29, 2025 relating to acquisitions. These risks are not exhaustive. Further information o

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Indenture, dated as of September 15, 2025, by and between Enovix Corporation and U.S. Bank Trust Company, National Association, as Trustee 4.2 Form of Global Note, representing Enovix Corporation's 4.75% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1) 10.1 Form of Confirmation for Capped Call Transactions 99.1 Press release announcing the Offering dated September 10, 2025 99.2 Press announcing the pricing of the Offering dated September 11, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Enovix Corporation Date: September 15, 2025 By: /s/ Arthi Chakravarthy Arthi Chakravarthy Chief Legal Officer and Head of Corporate Development