8-K

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): February 10, 2021

EMCORE CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey	001-36632	22-2746503
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2015 W. Chestnut Street, Alhambra, California, Address of principal executive offices  91803 Zip Code

(626) 293-3400

(Registrant’s telephone number,
including area code)

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 announced that it has commenced an underwritten public offering of its common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Certain information contained in the investor presentation being used in the connection with the public offering is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated February 10, 2021.
99.2	Information from Investor Presentation.

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.

	EMCORE CORPORATION
Date: February 10, 2021	By:	/s/ Tom Minichiello
	Name:	Tom Minichiello
	Title:	Chief Financial Officer

EX-99.1 CHARTER

Exhibit 99.1

 

EMCORE Announces Proposed Public Offering of Common Stock

Alhambra, CA – February 10, 2021 – EMCORE Corporation (Nasdaq: EMKR) today announced that it intends to offer shares of its common stock for sale in an underwritten public offering. All of the shares in the offering are being offered by EMCORE. EMCORE intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the number of shares of its common stock in the underwritten public offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Cowen is acting as book-running manager for the offering.

A shelf registration statement (File No. 333-235818) relating to the shares was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective on January 27, 2020. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and, when available, may be obtained by contacting: Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York, 11717, Attn: Prospectus Department, by telephone at (833) 297-2926, or by email at PostSaleManualRequests@broadridge.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About EMCORE Corporation

EMCORE Corporation is a leading provider of advanced mixed-signal products that serve the aerospace & defense and broadband communications markets. Our best-in-class components and systems support a broad array of applications including navigation and inertial sensing, defense optoelectronics, broadband transport, 5G wireless infrastructure, optical sensing, and cloud data centers. We leverage industry-leading Quartz MEMS, Indium Phosphide, and Lithium Niobate chip-level technology to deliver state-of-the-art component and system-level products across our end-market applications. EMCORE has vertically-integrated manufacturing capability at its wafer fabrication facility in Alhambra, CA, and Quartz MEMS manufacturing facility in Concord, CA. Our manufacturing facilities maintain ISO 9001 quality management certification, and we are AS9100 aerospace quality certified at our facility in Concord. For further information about EMCORE, please visit http://www.emcore.com.

 

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by use of terms such as “will,” “expect,” “shall,” and similar terms or the negative of such terms, and include, without limitation, statements about the Company’s expectations regarding the timing, size and completion of the proposed offering, the grant to the underwriter of the option to purchase additional shares, and other information that is not historical information. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering. More information about the risks and uncertainties faced by EMCORE is contained in the section captioned “Risk Factors” in the prospectus supplement related to the public offering and from time to time in the Company’s Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2020, its Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, as well as subsequent SEC filings. The forward-looking statements contained in this release are as of the date of this release, and the Company does not undertake any obligation to update any such statements, whether as a result of new information, future events or otherwise.

Investor Contacts

EMCORE Corporation

Tom Minichiello

(626) 293-3400

investor@emcore.com

EX-99.2

Exhibit 99.2

A&D – Navigation Market Commercial Grade (e.g., industrial robots) Tactical Grade (e.g., platform stabilization) Navigation Grade (e.g., unmanned vehicles) Strategic Grade (e.g., nuclear weapons) $410M $820M $928M $941M Many Suppliers Few Competitors Two Primary Competitors Highly Specialized $3B+ Global Inertial Navigation Market in 2019 (a) (a) Source: Yole High End Inertial Sensors Market Research Report 2020 EMCORE’s Total Addressable Market (TAM) is $1.7B Tactical Grade Market Segment QMEMS provides performance for a lower cost and with a smaller size than competing platforms – while also excelling in harsh environments Common applications include platform stabilization (tanks, ships), torpedo guidance, flight control systems, and oil & gas drilling Tactical and Navigation grades EMCORE’s FOG technology enables our customers to achieve superior performance while maintaining traditional FOG pricing and form factors Common applications include unmanned vehicles, missile targeting, submarine sensors, and dismounted soldier systems (geo - compassing/north - finding) EMCORE is an Established QMEMS Market Leader and an Emerging Independent FOG Supplier

XML

Cover	Feb. 10, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 10, 2021
Entity File Number	001-36632
Entity Registrant Name	EMCORE CORPORATION
Entity Central Index Key	0000808326
Entity Tax Identification Number	22-2746503
Entity Incorporation, State or Country Code	NJ
Entity Address, Address Line One	2015 W. Chestnut Street
Entity Address, City or Town	Alhambra
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91803
City Area Code	626
Local Phone Number	293-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	EMKR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false