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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 10, 2021



(Exact name of registrant as specified in its charter)


New Jersey 001-36632 22-2746503

(State or Other Jurisdiction of


(Commission File Number)

(I.R.S. Employer

Identification No.)


2015 W. Chestnut Street

Alhambra, California

(Address of principal executive offices) (Zip Code)


(626) 293-3400

(Registrant’s telephone number,

including area code)



(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, no par value EMKR The Nasdaq Stock Market LLC


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 8.01 Other Events.


On February 10, 2021, EMCORE Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the several underwriters named in the Underwriting Agreement (collectively, the “Underwriters”) for whom Cowen and Company, LLC is acting as representative, relating to the public offering (the “Offering”) by the Company of 5,787,037 shares of its common stock, no par value (“Common Stock”), at a price to the public of $5.40 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 868,056 shares of Common Stock. The net proceeds to the Company from the Offering will be approximately $29.1 million, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering is expected to close on February 16, 2021, subject to the satisfaction of customary closing conditions.


The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-235818) and the registration statement on Form S-3 (File No. 333-252970) filed by the Company pursuant to Rule 462(b) under the Securities Act of 1933, including the related prospectus, that was filed with the Securities and Exchange Commission on January 6, 2020 and declared effective on January 27, 2020, as supplemented by a prospectus supplement dated February 10, 2021. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein. A copy of the legal opinion relating to the legality of the issuance and sale of Common Stock in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.


On February 10, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.


(d)           Exhibits.


  1.1   Underwriting Agreement dated as of February 10, 2021 by and between the Company and Cowen and Company, LLC, as representative of the several Underwriters.
  5.1   Opinion of Connell Foley LLP.
  23.1   Consent of Connell Foley LLP (included in Exhibit 5.1).
  99.1   Press Release dated February 10, 2021.
  104   Cover Page Interactive Data File (embedded within the Inline XBRL document).







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.


Date: February 11, 2021 By: /s/ Tom Minichiello
  Name: Tom Minichiello
  Title: Chief Financial Officer