indie Semiconductor Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01. Other Events.
As previously disclosed, indie Semiconductor, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement, dated August 26, 2022 (as amended, the “Sales Agreement”), with B. Riley Securities, Inc. (“B. Riley”), Craig-Hallum Capital Group LLC (“Craig-Hallum”) and Roth Capital Partners, LLC (“Roth Capital” and together with B. Riley and Craig-Hallum, the “Sales Agents”), pursuant to which we may issue and sell, from time to time, shares of our Class A common stock, $0.0001 par value per share, having an aggregate offering price of up to $150.0 million through the Sales Agents, as the sales agent, in an at the market offering (the “ATM Offering”), of which $59.8 million of such shares remain unsold (the “Unsold Securities”).
The Unsold Securities were previously registered on the Company’s registration statement on Form S-3 (File No. 333-267120), which was initially filed with the SEC on August 26, 2022 and became effective on September 7, 2022 (the “2022 Registration Statement”) and will expire on September 7, 2025. On August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration statement on Form S-3ASR (Registration No. 333-285653), which registration statement was filed and became effective on March 7, 2025 (the “2025 Registration Statement”), to replace the expiring 2022 Registration Statement and register the offering of the Unsold Securities under the 2025 Registration Statement. In connection with the registration of Unsold Securities, the Company and the Sales Agents entered into an amendment to the Sales Agreement to update all references from the 2022 Registration Statement to the 2025 Registration Statement. All other material terms of the Sales Agreement remain unchanged.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Audrey Wong, Chief Legal Officer of the Company | |
| 23.1 | Consent of Audrey Wong (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| INDIE SEMICONDUCTOR, INC. | |||
| August 29, 2025 | By: | /s/ Donald McClymont | |
| Name: | Donald McClymont | ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
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