UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Silvaco Group Inc.
(Address of principal executive offices, including Zip Code)
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 240.13(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 | ||
| The |
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 Items.
As previously reported, on March 13, 2026, Silvaco Group, Inc. (the “Company”) entered into an Open Market Sale Agreement℠ (the “Sales Agreement”) with Jefferies LLC (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time, at its option through the Sales Agent, shares of the Company’s common stock, $0.0001 par value per share (the “Shares”). The Shares are issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-291212), which became effective on November 21, 2025, and the related prospectus supplement dated March 13, 2026 (the “ATM Prospectus Supplement”) registering the offer and sale of Shares in an aggregate offering amount of up to $15.0 million, in each case filed with the Securities and Exchange Commission (the “SEC”).
On May 8, 2026, the Company filed a prospectus supplement (the “Prospectus Supplement”) amending and supplementing the ATM Prospectus Supplement to reflect an increase in the Company’s existing at the market offering program to allow for the issuance of an additional $20.0 million in shares of the Company’s common stock, for a total of $35.0 million (inclusive of any amounts previously sold by the Company). As of May 7, 2026, the Company has sold 752,744 shares of common stock with an aggregate offering price of approximately $4,331,280 through the at the market offering program pursuant to the Sales Agreement. Therefore, we may offer and sell an aggregate of up to $30,668,720 of shares of the Company’s common stock pursuant to the Prospectus Supplement.
The Company previously offered and sold securities under its shelf registration statement on Form S-3 (File No. 333-291212) pursuant to General Instruction I.B.6, often referred to as the “baby shelf” rule, because the Company’s public float was below $75 million. Based on the reported sale price of the Company’s common stock of $12.46 per share, as reported on the Nasdaq Global Select Market on May 6, 2026, the aggregate market value of the Company’s public float, calculated according to General Instruction I.B.6. of Form S-3, is $175,270,596 based on 32,688,557 shares of the Company’s common stock outstanding as of May 6, 2026, of which 14,066,661 shares are held by non-affiliates. As the aggregate market value of the Company’s outstanding common equity held by non-affiliates exceeded $75 million, the Company is no longer subject to the baby shelf limitation on the amount of securities it may sell. Consequently, the Company is relying on General Instruction I.B.1 of Form S-3 and may offer and sell additional securities without the prior 12-month limitations under General Instruction I.B.6.
A copy of the legal opinion of White & Case LLP relating to the validity of the additional Shares of common stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Shares in any state or other 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 other jurisdiction.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of White & Case LLP. | |
| 23.1 | Consent of White & Case LLP (contained in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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.
| Date: May 8, 2026 | SILVACO GROUP, INC. | |
| By: | /s/ Christopher Zegaralli | |
| Christopher Zegaralli | ||
| Chief Financial Officer | ||
2
Exhibit 5.1
May 8, 2026
Silvaco Group, Inc.
4701 Patrick Henry Drive, Building #23
Santa Clara, CA 95054
Ladies and Gentlemen:
We have acted as New York counsel to Silvaco Group, Inc., a corporation organized under the laws of Delaware (the “Company”), in connection with the offer and sale from time to time, of shares of common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $35,000,000 (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 3, 2025 (Registration No. 333-291212) (the “Registration Statement”), and are being offered pursuant to a base prospectus dated October 31, 2025 (the “Base Prospectus”), the prospectus supplement dated March 13, 2026 filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement”), and the second prospectus supplement dated May 8, 2026 filed with the Commission pursuant to Rule 424(b) under the Act (the “2nd Prospectus Supplement” and, together with the Base Prospectus and Prospectus Supplement, the “Prospectus”).
This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, any prospectus filed pursuant to Rule 424(b) with respect thereto, other than as expressly stated herein with respect to the issuance of the Shares. In connection with our opinions expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the following documents and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Company as we deemed necessary for the purposes of the opinions set forth in this opinion letter:
| (a) | the Registration Statement; |
| (b) | the Prospectus; |
| (c) | a copy of the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2025; |
| (d) | a copy of the Company’s Amended and Restated Bylaws (the “Bylaws”), filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on February 19, 2026; |
| (e) | a copy of the resolutions of the Company’s board of directors adopted on February 12, 2026 and May 4, 2026; |
| (f) | a copy of the resolutions of the Pricing Committee of the Company’s board of directors adopted on March 13, 2026; and |
| (g) | a copy of the Open Market Sale AgreementSM, dated March 13, 2026, by and between the Company and Jefferies, LLC, as sales agent (the “Sales Agreement”). |
We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the opinions expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements in certificates of officers of the Company that we reviewed. In addition, in rendering the opinions expressed below, we have assumed that the Shares will be executed and countersigned by the transfer agent or registrar therefor as contemplated in the Registration Statement.
Based upon the foregoing assumptions and the assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that the Shares, when sold and issued against payment therefor in accordance with the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable.
The opinion expressed above is limited to questions arising under the Delaware General Corporation Law. We do not express any opinion as to the laws of any other jurisdiction.
This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion letter is provided solely in connection with the distribution of the Shares pursuant to the Registration Statement as contemplated by the Sales Agreement and is not to be relied upon for any other purpose.
The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated May 8, 2026 and its incorporation by reference into the Registration Statement and to the reference to our firm as counsel for the Company under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ White & Case LLP |