UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously disclosed, WhiteFiber, Inc. (the “Company”) entered into an underwriting agreement, dated August 6, 2025 (the “Underwriting Agreement”), with B. Riley Securities, Inc. and Needham & Company, LLC, as representatives of the several underwriters (the “Underwriters”), in connection with the initial public offering (the “IPO”) of its ordinary shares, par value $0.01 per share (the “Ordinary Shares”), pursuant to which the Company agreed to offer and sell, and the Underwriters agreed to purchase, 9,375,000 Ordinary Shares. The IPO closed and the Ordinary Shares were delivered on August 8, 2025.
The Underwriters were also granted a 30-day option to purchase up to an additional 1,406,250 Ordinary Shares pursuant to the Underwriting Agreement.
On September 2, 2025, the Underwriters fully exercised their option to purchase the additional 1,406,250 Ordinary Shares at the public offering price of $17.00 per share, resulting in additional gross proceeds to the Company of approximately $23.9 million. The exercise of the over-allotment option is expected to close on September 4, 2025, subject to customary closing conditions.
On September 3, 2025, the Company issued a press release announcing the exercise of the over-allotment option by the Underwriters. A copy of such press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release dated September 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WHITEFIBER, INC. | ||
| Date: September 3, 2025 | By: | /s/ Sam Tabar |
| Name: | Sam Tabar | |
| Title: | Chief Executive Officer | |
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