UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On November 14, 2022, SkyWater Technology, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Needham & Company, LLC (the “Underwriter”). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company agreed to sell and the Underwriter agreed to purchase for resale in a public offering (the “Offering”) 1,666,667 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at a price per share of $9.00 to the public. The Underwriter also has a 30-day option to purchase up to an additional 250,000 shares of Common Stock at the same price per share, less underwriting discounts and commissions. The closing of the Offering is expected to occur on or about November 17, 2022 (the “Closing Date”), subject to customary closing conditions.
The Company estimates that it will receive net proceeds of approximately $13.7 million from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company and assuming the 30-day option is not exercised. The Company intends to use the net proceeds from the Offering primarily for general corporate purposes, which may include, among other things, funding of operations, repayment of indebtedness, additions to working capital and/or capital expenditures.
The Offering is being made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-266981), as previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), a base prospectus included as part of the registration statement, and a final prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and customary indemnification obligations of the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of a specific date, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties.
The Underwriting Agreement is filed as Exhibit 1.1 hereto and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Foley & Lardner LLP relating to the legality of the issuance of the shares of Common Stock in the Offering is filed as Exhibit 5.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated November 14, 2022, by and between the Company and Needham & Company, LLC. | |
| 5.1 | Legal Opinion of Foley & Lardner LLP. | |
| 23.1 | Consent of Foley & Lardner LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| SkyWater Technology, Inc. | ||||||
| Date: November 15, 2022 | /s/ Thomas J. Sonderman | |||||
| Name: | Thomas J. Sonderman | |||||
| Title: | President and Chief Executive Officer | |||||