8-K

SkyWater Technology, Inc.

Date: November 15, 2022

/s/ Thomas J. Sonderman

Thomas J. Sonderman

President and Chief Executive Officer

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): November 14, 2022

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40345

37-1839853

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2401 East 86th Street

Bloomington, Minnesota

55425

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (952) 851-5200

Not Applicable

(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 Exchange Act:

Title of Each Class

Trading
Symbol

Name of Each Exchange

on Which Registered

Common stock, par value $0.01 per share

SKYT

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 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. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits