CEVA Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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SECURITIES AND EXCHANGE COMMISSION

 

 

 

 

Date of Report (Date of earliest event reported): November 17, 2025

 

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On November 18, 2025, Ceva, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the underwriters (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 3,000,000 shares of its common stock, $0.001 par value per share (“Common Stock”), at a public offering price of $19.50. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 450,000 shares of Common Stock. The Common Stock was offered and sold pursuant to a prospectus supplement, dated November 18, 2025, and a shelf registration statement on Form S-3 (File No. 333-281323), which became effective on August 16, 2024. The closing of the offering is expected to occur on November 20, 2025.

 

A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.

 

Morrison & Foerster LLP, counsel to the Company, delivered an opinion as to the legality of the issuance and sale of Common Stock in the offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

 

 

On November 17, 2025, the Company issued a press release announcing the commencement of the offering, and on November 18, 2025, the Company issued a press release announcing the pricing of the offering. A copy of each press release is attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

 

 

 

(d) Exhibits.

 

 

 

 

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.