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): November 16, 2022

WOLFSPEED, INC.

(Exact name of registrant as specified in its charter)

North Carolina

001-40863

56-1572719

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification Number)


4600 Silicon Drive
Durham North Carolina		27703
(Address of principal executive offices)		(Zip Code)

(919) 407-5300

Registrant’s telephone number, including area code

N/A

(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

Name of each exchange

on which registered

Common Stock, $0.00125 par value

WOLF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 16, 2022, Wolfspeed, Inc. (the “Company”) issued a press release relating to its proposed offering of Convertible Senior Notes due 2029 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

BorgWarner Inc. (“BorgWarner”), one of our existing customers, has given an indication of interest to purchase up to $500 million aggregate principal amount of the Notes. Indications of interest are not binding agreements or commitments, and BorgWarner may determine to purchase more or less than $500 million aggregate principal amount of Notes. In connection with its purchase of the Notes, BorgWarner would enter into a customary lock-up agreement that will restrict its ability to sell its Notes for six months.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the Notes.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.		Description of Exhibit

99.1		Wolfspeed, Inc. press release, dated November 16, 2022.

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.


WOLFSPEED, INC.

By:		/s/ Bradley D. Kohn
		Bradley D. Kohn
		Senior Vice President and General Counsel

Date: November 16, 2022

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