Ichor Holdings Ltd.
05/18/2026 | Press release | Distributed by Public on 05/18/2026 14:56
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement
On May 18, 2026, Ichor Holdings, Ltd. (the "Company") entered into a sales agreement (the "Sales Agreement") with TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated, Needham & Company, LLC, and Craig-Hallum Capital Group LLC (collectively, the "Agents"). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Agents, as sales agents, ordinary shares, with a par value of $0.0001 per share (the "Ordinary Shares"), having an aggregate offering price of up to $200,000,000. The sales, if any, of the Ordinary Shares under the Sales Agreement may be made in sales deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made through the facilities of The Nasdaq Global Select Market or on any other existing trading market for the Ordinary Shares. The Agents may also sell the Ordinary Shares by any other method permitted by law, including in block trades and privately negotiated transactions. The Agents will use commercially reasonable efforts consistent with their normal trading and sales practices and applicable laws and regulations to sell the Ordinary Shares from time to time, based upon the Company's instructions (including any price or size limits the Company imposes).
The Company intends to use the net proceeds from the offering, after deducting the Agents' commissions and the Company's offering expenses, to repay outstanding indebtedness under its term loan facility and for general corporate purposes, which may include capital expenditures, potential acquisitions, growth opportunities and strategic transactions.
For sales of Ordinary Shares through the Agents, the Company will pay the Agents a commission of up to 3.0% of the gross sales price of the Ordinary Shares sold through the Agents pursuant to the Sales Agreement. The Company has no obligation to sell any Ordinary Shares under the Sales Agreement, and may at any time suspend the offering of Ordinary Shares under the Sales Agreement. Unless earlier terminated as provided below, the Sales Agreement will automatically terminate upon the issuance and sale of all of the Ordinary Shares subject to the Sales Agreement. The Company and each Agent, solely with respect to its own obligations, may terminate the Sales Agreement upon written notice to the other party in accordance with the terms of the Sales Agreement.
The Sales Agreement contains customary representations, warranties, covenants and conditions. Pursuant to the Sales Agreement, the Company has also provided the Agents with customary indemnification and contribution rights.
The Ordinary Shares will be offered and sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-295995), which was filed with the Securities and Exchange Commission on May 18, 2026 and became effective upon filing, and a related prospectus supplement, dated May 18, 2026.
The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Sales Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference.
The legal opinion and consent of Maples and Calder (Cayman) relating to the Ordinary Shares being offered are filed as Exhibits 5.1 and 23.1, respectively, to this Current Report and are incorporated herein by reference.
Ichor Holdings Ltd. published this content on May 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 18, 2026 at 20:56 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]