SEC Form S-3 filed by Silvaco Group Inc.

10/31/25 5:32:14 PM ET

$SVCO

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S-3 1 silvaco-sx3registrationsta.htm S-3 Silvaco - S-3 Registration Statement

As filed with the Securities and Exchange Commission on October 31, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SILVACO GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware				27-1503712
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification Number)

Silvaco Group, Inc.

4701 Patrick Henry Drive, Building #23

Santa Clara, CA 95054

(408) 567-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. Walden C Rhines

Chief Executive Officer

4701 Patrick Henry Drive, Building #23

Santa Clara, CA 95054

(408) 567-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Candace Jackson SVP, General Counsel and Corporate Secretary Silvaco Group, Inc. 4701 Patrick Henry Drive, Building #23 Santa Clara, CA 95054 Telephone: (408) 567-1000		Drew M. Valentine White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Telephone: (212) 819-8370

Approximate date of commencement of proposed sale to the public: From time to time after this registration

statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment

plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to

Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest

reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,

please check the following box and list the Securities Act registration statement number of the earlier effective

registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the

following box and list the Securities Act registration statement number of the earlier effective registration statement

for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto

that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check

the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed

to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act,

check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,

smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”

“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange

Act.


Large accelerated filer:	☐	Accelerated filer:	☐
Non-accelerated filer:	☒	Smaller reporting company:	☒
		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

7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay

its effective date until the registrant shall file a further amendment which specifically states that this

registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act

of 1933 or until this registration statement shall become effective on such date as the Commission, acting

pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold

until the registration statement filed with the Securities and Exchange Commission is effective. This

prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the

offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 31, 2025

PROSPECTUS

Silvaco Group, Inc.

$50,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Rights

Units

This prospectus relates to the offer and sale by Silvaco Group, Inc., a Delaware corporation (the

“Company,” “we,” “us” or “Silvaco”) from time to time in one or more offerings of up to $50,000,000 in the

aggregate of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), preferred stock,

debt securities, warrants, rights or units.

This prospectus provides you with a general description of such securities and the general manner in which

we may offer or sell the securities. More specific terms of any securities that we may offer or sell may be provided

in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities

being offered and the terms of the offering. The prospectus supplement may also add, update or change information

contained in this prospectus.

We may offer and sell the securities described in this prospectus and any prospectus supplement to or

through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these

methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any

applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will

be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this

prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be

sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms

of the offering of such securities. You should read this prospectus and any prospectus supplement or amendment

carefully before you invest in our securities.

We are a “controlled company” under the corporate governance rules of the Nasdaq Global Select Market,

(“Nasdaq”) applicable to listed companies, and therefore we are permitted to elect not to comply with certain

corporate governance requirements thereunder. Although we believe we meet these requirements, if at any time we

cease to be a controlled company, we will be required to take all action necessary to comply with the corporate

governance standards of Nasdaq.

Our shares of Common Stock are listed on Nasdaq under the symbol “SVCO.” On October 28, 2025, the

closing sale price of shares of our Common Stock was $6.31.

As of October 28, 2025, the aggregate market value of our outstanding common stock held by non-affiliates

was approximately $65,702,074, which was calculated based on 10,412,373 shares of outstanding common stock

held by non-affiliates, at a price per share of $6.31, the closing price of our Common Stock on October 28, 2025, the

highest closing price of the Company’s Common Stock on Nasdaq during the preceding 60 day trading period.

Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the securities described in this prospectus

in a public primary offering with a value exceeding more than one-third (1/3) of the aggregate market value of our

common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our

outstanding Common Stock held by non-affiliates remains below $75,000,000. During the 12 calendar months prior

to and including the date of this prospectus, we have offered no securities pursuant to General Instruction I.B.6 of

Form S-3.

We qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of

2012, and, as such, we have elected to provide more limited disclosures than an issuer that would not so qualify in

the documents incorporated by reference into this prospectus. In addition, for so long as we remain an emerging

growth company, we may take advantage, for a period of time, of certain exceptions from the Sarbanes-Oxley Act of

2002 and the Dodd-Frank Act of 2010.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 3

of this prospectus and similar sections contained in the documents incorporated by reference into this

prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or

disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to

the contrary is a criminal offense.

The date of this prospectus is October 31, 2025.

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS		i.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		ii.
SUMMARY		1
RISK FACTORS		3
USE OF PROCEEDS		4
DESCRIPTION OF CAPITAL STOCK		5
DESCRIPTION OF DEBT SECURITIES		9
DESCRIPTION OF WARRANTS		17
DESCRIPTION OF RIGHTS		18
DESCRIPTION OF UNITS		19
GLOBAL SECURITIES		21
PLAN OF DISTRIBUTION		24
LEGAL MATTERS		26
EXPERTS		26
WHERE YOU CAN FIND MORE INFORMATION		26

You should rely only on the information contained in this prospectus. No one has been authorized to provide you

with information that is different from that contained in this prospectus. This prospectus is dated as of the date set

forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of

any date other than that date.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and

Exchange Commission (the “SEC”) using a “shelf” registration process. By using a shelf registration statement, we

may sell securities from time to time and in one or more offerings up to a total dollar amount of $50,000,000 as

described in this prospectus.

Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that

contains specific information about the securities being offered and sold and the specific terms of that offering. We

may also authorize one or more free writing prospectuses to be provided to you that may contain material

information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update

or change information contained in this prospectus with respect to that offering. Any statement contained in this

prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement

contained in such prospectus supplement or free writing prospectus modifies or supersedes such statement. Any

statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement

so superseded will be deemed not to constitute a part of this prospectus. If there is any inconsistency between the

information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely

on the prospectus supplement or free writing prospectus, as applicable. You should rely only on the information

contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See

“Where You Can Find More Information.”

We have not authorized anyone to provide any information or to make any representations other than those

contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have

prepared. We take no responsibility for and can provide no assurance as to the reliability of any other information

that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under

circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to

give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement

or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an

offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the

information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of

those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement,

or any sale of a security. Our business, financial condition, results of operations and prospects may have changed

since those dates.

This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may

contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent

industry publications and other publicly available information. Although we believe these sources are reliable, we do

not guarantee the accuracy or completeness of this information, and we have not independently verified this

information. In addition, the market and industry data and forecasts that may be included or incorporated by

reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve

estimates, assumptions and other risks and uncertainties and are subject to change based on various factors,

including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus

supplement and any applicable free writing prospectus, and under similar headings in other documents that are

incorporated by reference.

This prospectus contains summaries of certain provisions contained in some of the documents described

herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in

their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be

filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

Before making an investment decision, you should read, in addition to this prospectus and the registration statement,

any documents that we incorporate by reference in this prospectus, as referred to under “Where You Can Find More

Information,” and you may obtain copies of those documents as described below.

As used in this prospectus, unless otherwise indicated or the context otherwise requires, references to “we,”

“us,” “our,” the “Company,” “Registrant,” and “Silvaco” refer to the consolidated operations of Silvaco Group, Inc.

and its consolidated subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any accompanying prospectus supplement and the documents incorporated by

reference herein and therein contain “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995. These forward-looking statements reflect the current views of management of

Silvaco with respect to, among other things, its operations, its financial performance and its industry. Forward-

looking statements include all statements that are not historical facts. In some cases, you can identify these forward-

looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),”

“may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),”

“anticipates,” “projection,” “will likely result” and or the negative version of these words or other comparable words

of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially

from those indicated in these statements. These factors include but are not limited to: (a) market conditions; (b)

anticipated trends, challenges and growth in our business and the markets in which we operate; (c) our ability to

appropriately respond to changing technologies on a timely and cost-effective basis; (d) the size and growth

potential of the markets for our software solutions, and our ability to serve those markets; (e) our expectations

regarding competition in our existing and new markets; (f) the level of demand in our customers’ end markets; (g)

regulatory developments in the United States and foreign countries; (h) changes in trade policies, including the

imposition of tariffs; (i) proposed new software solutions, services or developments; (j) our ability to attract and

retain key management personnel; (k) our customer relationships and our ability to retain and expand our customer

relationships; (l) our ability to diversify our customer base and develop relationships in new markets; (m) the

strategies, prospects, plans, expectations, and objectives of management for future operations; (n) public health

crises, pandemics, and epidemics and their effects on our business and our customers’ businesses; (o) the impact of

the current conflicts between Ukraine and Russia and Israel and Hamas and the ongoing trade disputes between the

United States and China on our business, financial condition or prospects, (p) delays and disruptions of the global

supply chains and the business activities of our suppliers, distributors, customers and other business partners; (q)

changes in general economic or business conditions or economic or demographic trends in the United States and

foreign countries including changes in interest rates and inflation; (r) our ability to raise additional capital; (s) our

ability to accurately forecast demand for our software solutions; (t) our expectations regarding the financial and

other impacts of current and future litigation; (u) our expectations regarding the period during which we qualify as

an emerging growth company under the JOBS Act and as a smaller reporting company under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”); (v) our expectations regarding our ability to obtain,

maintain, protect and enforce intellectual property protection for our technology; (w) our status as a controlled

company; (x) variations in certain financial statement line items from the estimated figures presented herein upon

the completion of the Company’s financial reporting process; (y) our use of the net proceeds from our initial public

offering and (z) the factors described in under the headings “Risk Factors” in our Annual Report on Form 10-K and

subsequent Quarterly Report on Form 10-Q. These factors should not be construed as exhaustive and should be read

in conjunction with the other cautionary statements that are included in this prospectus and any accompanying

prospectus supplement and the documents incorporated by reference herein. Silvaco Group, Inc. undertakes no

obligation to publicly update or review any forward-looking statements, whether as a result of new information,

future developments or otherwise, except as required by law.

SUMMARY OF THE PROSPECTUS

This summary highlights selected information appearing elsewhere in this prospectus or the documents

incorporated by reference herein. Because it is a summary, it may not contain all of the information that may be

important to you in making an investment decision. Before investing in our securities, you should carefully read this

entire prospectus, the registration statement of which this prospectus is a part and the documents incorporated by

reference herein carefully, including the information set forth under the heading “Risk Factors” and our financial

statements. See the section of this prospectus titled “Where You Can Find More Information.”

Business Overview

We are a provider of technology computer-aided design, or TCAD, software, electronic data automation, or

EDA, software and semiconductor intellectual property, or SIP, solutions that enable semiconductor and photonics

companies to increase productivity, accelerate their products’ time-to-market and reduce their development and

manufacturing costs. We have decades of expertise developing the “technology behind the chip” and providing

solutions that span from atoms to systems, starting with providing software for the atomic level simulation of

semiconductor and photonics material for devices, to providing software and SIP for the design and analysis of

circuits and system level solutions. We provide SIP for system-on-a-chip (“SoC”), integrated circuits and SIP

management tools to enable team collaborations on complex SoC designs. Our customers include semiconductor

manufacturers, original equipment manufacturers and original design manufacturers who deploy our solutions in

production flows across our target markets, including display, power devices, automotive, memory, high

performance computing, Internet of Things and 5G/6G mobile markets.

Our Controlled Company Status

Members of the Pesic family, including Katherine S. Ngai-Pesic, the chair of our board of directors, and

Iliya Pesic, a member of our board of directors, are signatories to the Stockholders Agreement, dated as of April 12,

2024, by and among the Company and the signatories thereto (the “Stockholders Agreement”), and together

beneficially own approximately 65.5% of our outstanding common stock. Accordingly, we are a “controlled

company” within the meaning of the listing rules of the Nasdaq. As such members of the Pesic family are able to

control all matters that require approval by our stockholders, including the election and removal of directors,

changes to our organizational documents and approval of acquisition offers and other significant corporate

transactions.

Because we are a “controlled company” under the Nasdaq rules, we are permitted to elect not to comply

with certain corporate governance requirements thereunder. If at any time we cease to be a controlled company, we

will be required to take all action necessary to comply with the corporate governance standards of Nasdaq.

The Pesic family’s interests may not coincide with the interests of our other stockholders. See the sections

“Risk Factors” in this prospectus, any accompanying prospectus and in the information incorporated by reference

herein.

Emerging Growth Company

The Jumpstart Our Business Startups Act, or the JOBS Act, was enacted in April 2012 with the intention of

encouraging capital formation in the United States and reducing the regulatory burden on newly public companies

that qualify as emerging growth companies. We qualify as an emerging growth company within the meaning of

the JOBS Act. As an emerging growth company, we intend to take advantage of certain exemptions from various

public reporting requirements, including that our internal controls over financial reporting be audited by our

independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, that we provide

certain disclosures regarding executive compensation and that we hold non-binding stockholder advisory votes on

executive compensation and any golden parachute payments not previously approved. We expect to take advantage

of these exemptions until we are no longer an emerging growth company.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised

accounting standards until such time as those standards apply to private companies. We intend to take advantage of

the longer phase-in periods for the adoption of new or revised financial accounting standards under the JOBS

Act until we are no longer an emerging growth company. Our election to use the phase-in periods permitted by this

election may make it difficult to compare our financial statements to those of non-emerging growth companies and

other emerging growth companies that have opted out of the longer phase-in periods permitted under the JOBS

Act and who will comply with new or revised financial accounting standards. If we were to subsequently elect

instead to comply with public company effective dates, such election would be irrevocable pursuant to the JOBS

Act.

We may take advantage of the foregoing provisions until the last day of our fiscal year following the fifth

anniversary of the completion of our initial public offering or such earlier time that we are no longer an emerging

growth company. We would cease to be an emerging growth company upon the earliest of: (i) the last day of the

first fiscal year in which our annual gross revenues are $1.235 billion or more; (ii) the date on which we have,

during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iii) the

date on which we are deemed to be a “large accelerated filer,” which will occur as of the end of any fiscal year in

which we (x) have an aggregate market value of our common stock held by non-affiliates of $700.0 million or more

as of the last business day of our most recently completed second fiscal quarter, (y) have been required to file annual

and quarterly reports under the Exchange Act, for a period of at least 12 months and (z) have filed at least one

annual report pursuant to the Exchange Act.

Smaller Reporting Company

We qualify as a “smaller reporting company” as defined in the Exchange Act. We may continue to be a

smaller reporting company even after we are no longer an emerging growth company. We may take advantage of

certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these

scaled disclosures for so long as the market value of our voting and non-voting common stock held by non-affiliates

is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less

than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting

common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second

fiscal quarter.

Corporate Information

We were incorporated in Delaware in November 2009. Our principal executive offices are located at 4701

Patrick Henry Drive, Building #23, Santa Clara, CA 95054. Our telephone number is (408) 567-1000, and our

website address is www.silvaco.com. The information contained on, or that can be accessed through, our website is

not incorporated by reference in this prospectus and does not form a part of this prospectus. You should not consider

information contained on our website to be part of this prospectus in deciding whether to purchase shares of our

common stock.

RISK FACTORS

An investment in any securities offered pursuant to this prospectus and the applicable prospectus

supplement involves risks. Before deciding whether to invest in our securities, you should carefully consider the risk

factors incorporated by reference to our most recent Annual Report on Form 10-K, any subsequent Quarterly

Reports on Form 10-Q or Current Reports on Form 8-K and all other information contained or incorporated by

reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and

other information contained in any applicable prospectus supplement. If any of these risks actually occur, it may

materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of

our securities could decline, and you could lose all or part of your investment. See the sections of this prospectus

entitled “Where You Can Find More Information” and “Information Incorporated by Reference.” Additionally, the

risks and uncertainties incorporated by reference in this prospectus or any prospectus supplement are not the only

risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently

believe to be immaterial may become material and adversely affect our business.

USE OF PROCEEDS

Except as otherwise may be described in an applicable prospectus supplement, we intend to use the net

proceeds from the sale of the securities offered by us hereunder for general corporate purposes. We may also use

such proceeds for temporary investments until we need them for general corporate purposes.

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and certain provisions of our amended and restated certificate

of incorporation, as amended from time to time (the “amended and restated certificate of incorporation”) and

amended and restated bylaws, as amended from time to time (the “amended and restated bylaws”) is a summary and

is qualified in its entirety by reference to the full text of our amended and restated certificate of incorporation and

amended and restated bylaws and applicable provisions of the General Corporation Law of the State of Delaware

(the “DGCL”). Our amended and restated certificate of incorporation authorizes capital stock consisting of:

•500,000,000 shares of common stock, $0.0001 par value (30,634,356 shares issued and outstanding as of

October 28, 2025); and

•10,000,000 shares of preferred stock $0.0001 par value (no shares issued and outstanding as of October 28,

2025).

Common Stock

Voting

Holders of shares of our common stock are entitled to one vote for each share held of record on all matters

submitted to a vote of the stockholders, including the election of directors, and do not have cumulative voting rights.

Accordingly, the holders of a majority of the shares of our common stock entitled to vote in any election of directors

can elect all of the directors standing for election.

Dividends

Subject to statutory or contractual restrictions on the payment of dividends and to any preferences that may

be applicable to any then outstanding preferred stock, the holders of common stock are entitled to receive dividends,

if any, as may be declared from time to time by our board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to

share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts

and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding

shares of preferred stock.

Rights and Preferences

Holders of our common stock have no preemptive, conversion or subscription rights, and there is no

redemption or sinking fund provision applicable to our common stock. The rights, preferences and privileges of the

holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of shares

of any series of our preferred stock that we may designate and issue in the future.

Fully Paid and Nonassessable

All of our outstanding shares of common stock are fully paid and nonassessable.

Preferred Stock

Under our amended and restated certificate of incorporation, our board of directors have the authority,

without further action by the stockholders, to issue up to10,000,000 shares of preferred stock in one or more series,

to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences

and

privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and

to increase or decrease the number of shares of any such series, but not below the number of shares of such series

then outstanding.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that

could adversely affect the voting power or other rights of the holders of the common stock. The issuance of

preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes,

could, among other things, have the effect of delaying, deferring, or preventing a change in our control that may

otherwise benefit holders of our common stock and may adversely affect the market price of our common stock and

the voting and other rights of the holders of common stock. We have no current plans to issue any shares of

preferred stock.

Registration Rights

We entered into a registration rights agreement with certain of our stockholders in connection with our

initial public offering pursuant to which such parties have certain demand rights, short-form registration rights and

piggyback registration rights from us, subject to customary restrictions and exceptions. All fees, costs and expenses

of registrations, other than underwriting discounts and commissions, are expected to be borne by us.

Anti-Takeover Effects of Provisions of Our Certificate of Incorporation, Our Bylaws and Delaware Law

Our amended and restated certificate of incorporation and our amended and restated bylaws contain

provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these

provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids.

These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our

board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of

our stockholders. However, they also give our board of directors the power to discourage acquisitions that some

stockholders may favor.

Delaware Anti-Takeover Law

We are subject to Section 203 of the DGCL (“Section 203”). Section 203 generally prohibits a public

Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of

three years after the date of the transaction in which the person became an interested stockholder, unless:

•prior to the date of the transaction, the board of directors of the corporation approved either the business

combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time

the transaction commenced, excluding for purposes of determining the number of shares outstanding (but

not the outstanding voting stock owned by the interested stockholder) shares owned by persons who are

directors and also officers and by employee stock plans in which employee participants do not have the

right to determine confidentially whether shares held subject to the plan will be tendered in a tender or

exchange offer; or

•upon or subsequent to the consummation of the transaction, the business combination is approved by the

board and authorized at an annual or special meeting of stockholders, and not by written consent, by the

affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested

stockholder.

Section 203 defines a business combination to include:

•any merger or consolidation involving the corporation and the interested stockholder;

•any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation to or with the

interested stockholder;

•subject to exceptions, any transaction involving the corporation that has the effect of increasing the

proportionate share of the stock of any class or series of the corporation owned by the interested

stockholder

•subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock

of the corporation to the interested stockholder; and

•the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other

financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or

more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or

controlled by the entity or person.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the

voting power of our shares of common stock outstanding will be able to elect all of our directors. Our amended and

restated certificate of incorporation and amended and restated bylaws provide that, after Ms. Kathy Pesic and certain

of her family members (the “Pesic Family”) cease to beneficially own, in the aggregate, at least 50% of the voting

power of the outstanding shares of our common stock, all stockholder actions must be effected at a duly called

meeting of stockholders and not by written consent. Further, for so long as the stockholders agreement with the

Pesic Family remains in effect and the Pesic Family owns in the aggregate, at least 25% of the voting power of the

then outstanding shares of our capital stock, the prior written approval or consent of the Pesic Family shall be

required for us to (i) implement any amendments to our charter or bylaws that would adversely affect the Pesic

Family’s rights thereunder, (ii) effect or consummate a change of control or approve another merger, consolidation,

business combination, sale or acquisition that results in changes in the rights and privileges of holders of equity

securities, and (iii) effect the liquidation or dissolution or winding up of our business operations. A special meeting

of stockholders may be called by the majority of our board of directors, chair of our board of directors, our

President, or our Chief Executive Officer. These provisions may have the effect of deferring, delaying or

discouraging hostile takeovers, or changes in control of us or our management.

In addition, our amended and restated certificate of incorporation and amended and restated bylaws provide

that the number of directors constituting our board of directors will be permitted to be set only by a resolution

adopted by a majority vote of the members of our board of directors then in office, and that our directors may be

removed with or without cause by a 66 2/3% stockholder vote. Our amended and restated certificate of incorporation

and amended and restated bylaws also provide that vacancies occurring on our board of directors and newly created

directorships resulting from an increase in the authorized number of directors may be filled only by vote of a

majority of the remaining members of our board of directors, even though less than a quorum. Our amended and

restated certificate of incorporation and amended and restated bylaws provide that our board of directors is expressly

authorized to adopt, amend or repeal our bylaws, and require a 66 2/3% stockholder vote to amend our bylaws and

certain provisions of our certificate of incorporation.

Our amended and restated bylaws provide advance notice procedures for stockholders seeking to bring

business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual

meeting of stockholders. Our amended and restated bylaws also specify certain requirements regarding the form and

content of a stockholder notice. These provisions might preclude our stockholders from bringing matters before our

annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if

the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential

acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise

attempting to obtain control of us.

The foregoing provisions will make it more difficult for our existing stockholders to replace our board of

directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of

directors has the power to retain and discharge our officers, these provisions could also make it more difficult for

existing stockholders or another party to effect a change in management. In addition, the authorization of

undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other

rights or preferences that could impede the success of any attempt to change our control.

These provisions are intended to enhance the likelihood of continued stability in the composition of our

board of directors and its policies and to discourage certain types of transactions that may involve an actual or

threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited

acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions

could have the effect of discouraging others from making tender offers for our shares and may have the effect of

deterring hostile takeovers or delaying changes in our control or management. As a consequence, these provisions

also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover

attempts.

Choice of Forum

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that the

Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction, another federal or state

court situated in the State of Delaware) are the exclusive forum for any derivative action or proceeding brought on

our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to

the DGCL, our amended and restated certificate of incorporation, or our bylaws, or any issue, in one or more series,

of all or any of the remaining shares of preferred stock, and, in the resolution or resolutions providing for such issue;

any action to interpret, apply, enforce, or determine the validity of our certificate of incorporation or our bylaws; or

any action asserting a claim against us that is governed by the internal affairs doctrine. If any such action is filed in a

court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder,

that stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts

located within the State of Delaware in connection with any action brought in any such court to enforce our choice

of forum, or an Enforcement Action, and (y) having service of process made upon such stockholder in any such

Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder,

in each case, to the fullest extent permitted by law. In addition, our amended and restated certificate of incorporation

and our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative

forum, the federal district courts of the United States of America are the exclusive forum for the resolution of any

complaint asserting a cause of action arising under the Securities Act. Such provision is intended to benefit and may

be enforced by us, our officers and directors, employees and agents, including the underwriters and any other

professional or entity who has prepared or certified any part of this prospectus. Although our amended and restated

certificate of incorporation and amended and restated bylaws contain the choice of forum provisions described

above, it is possible that a court could find one or more of these provisions inapplicable for a particular claim or

action or that such provision is unenforceable. Further, Section 27 of the Exchange Act creates exclusive federal

jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and

regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty

or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Nothing in our amended and restated certificate of incorporation or amended and restated bylaws preclude

stockholders that assert claims under the Exchange Act from bringing such claims in state or federal court, subject to

applicable law. Any person or entity purchasing or otherwise acquiring any interest in any of our securities will be

deemed to have notice of and consented to the provisions of amended and restated certificate of incorporation or

amended and restated bylaws described above. Although we believe these provisions benefit us by providing

increased consistency in the application of Delaware law for the specified types of actions and proceedings, the

provisions may have the effect of discouraging lawsuits against us or our directors and officers. The enforceability

of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal

proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.

Listing

Our common stock is listed on the Nasdaq Global Select Market and trades under the symbol “SVCO.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Equiniti Trust Company, LLC (f/k/a American

Stock Transfer & Trust Company, LLC).

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we include in any applicable prospectus

supplement or free writing prospectus, summarizes certain general terms and provisions of the debt securities that

we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will describe the

specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent

the general terms and provisions described in this prospectus apply to a particular series of debt securities.

We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in

exchange for, other securities described in this prospectus. Unless otherwise specified in a supplement to this

prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one or more series.

The debt securities will be issued under an indenture between us and a trustee named in a prospectus

supplement. We have summarized select portions of the indenture below. The summary is not complete. The form of

the indenture has been filed as an exhibit to the registration statement and you should read the indenture for

provisions that may be important to you. In the summary below, we have included references to the section numbers

of the indenture so that you can easily locate these provisions. Capitalized terms used in the summary and not

defined herein have the meanings specified in the indenture.

General

The terms of each series of debt securities will be established by or pursuant to a resolution of our board of

directors and set forth or determined in the manner provided in a resolution of our board of directors, in an officer’s

certificate or by a supplemental indenture. The particular terms of each series of debt securities will be described in a

prospectus supplement relating to such series (including any pricing supplement or term sheet).

We can issue an unlimited amount of debt securities under the indenture that may be in one or more series

with the same or various maturities, at par, at a premium, or at a discount. We will set forth in a prospectus

supplement (including any pricing supplement or term sheet) relating to any series of debt securities being offered,

the aggregate principal amount and the following terms of the debt securities, if applicable:

•the title and ranking of the debt securities (including the terms of any subordination provisions);

•the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt

securities;

•any limit on the aggregate principal amount of the debt securities;

•the date or dates on which the principal of the securities of the series is payable;

•the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or

rates (including any commodity, commodity index, stock exchange index or financial index) at which the

debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on

which interest will commence and be payable and any regular record date for the interest payable on any

interest payment date;

•the place or places where principal of, and interest, if any, on the debt securities will be payable (and the

method of such payment), where the securities of such series may be surrendered for registration of transfer

or exchange and where notices and demands to us in respect of the debt securities may be delivered;

•the period or periods within which, the price or prices at which and the terms and conditions upon which

we may redeem the debt securities;

•any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous

provisions or at the option of a holder of debt securities and the period or periods within which, the price or

prices at which and in the terms and conditions upon which securities of the series shall be redeemed or

purchased, in whole or in part, pursuant to such obligation;

•the dates on which and the price or prices at which we will repurchase debt securities at the option of the

holders of debt securities and other detailed terms and provisions of these repurchase obligations;

•the denominations in which the debt securities will be issued, if other than denominations of $1,000 and

any integral multiple thereof;

•whether the debt securities will be issued in the form of certificated debt securities or global debt securities;

•the portion of principal amount of the debt securities payable upon declaration of acceleration of the

maturity date, if other than the principal amount;

•the currency of denomination of the debt securities, which may be U.S. Dollars or any foreign currency,

and if such currency of denomination is a composite currency, the agency or organization, if any,

responsible for overseeing such composite currency;

•the designation of the currency, currencies or currency units in which payment of principal of, premium and

interest on the debt securities will be made;

•if payments of principal of, premium or interest on the debt securities will be made in one or more

currencies or currency units other than that or those in which the debt securities are denominated, the

manner in which the exchange rate with respect to these payments will be determined;

•the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt

securities will be determined, if these amounts may be determined by reference to an index based on a

currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial

index;

•any provisions relating to any security provided for the debt securities;

•any addition to, deletion of or change in the Events of Default described in this prospectus or in the

indenture with respect to the debt securities and any change in the acceleration provisions described in this

prospectus or in the indenture with respect to the debt securities;

•any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with

respect to the debt securities;

•any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with

respect to the debt securities;

•the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if

applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange

will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions

affecting conversion or exchange;

•any other terms of the debt securities, which may supplement, modify or delete any provision of the

indenture as it applies to that series, including any terms that may be required under applicable law or

regulations or advisable in connection with the marketing of the securities; and

•whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series including

the terms of subordination, if any, of such guarantees.

We may issue debt securities that provide for an amount less than their stated principal amount to be due and

payable upon declaration of acceleration of their maturity pursuant to the terms of the indenture. We will provide

you with information on the federal income tax considerations and other special considerations applicable to any of

these debt securities in the applicable prospectus supplement.

If we denominate the purchase price of any of the debt securities in a foreign currency or currencies or a foreign

currency unit or units or if the principal of and any premium and interest on any series of debt securities is payable

in a foreign currency or currencies or a foreign currency unit or units, we will provide you with information on the

restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of

debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus

supplement.

Form, Transfer and Exchange

Each debt security will be represented by either one or more global securities registered in the name of The

Depository Trust Company (the “Depositary”), or a nominee of the Depositary (we will refer to any debt security

represented by a global debt security as a “book-entry debt security”), or a certificate issued in definitive registered

form (we will refer to any debt security represented by a certificated security as a “certificated debt security”) as set

forth in the applicable prospectus supplement. Except as set forth under the heading “Global Debt Securities and

Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.

Global Debt Securities and Book-Entry System

Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the

Depositary, and registered in the name of the Depositary or a nominee of the Depositary. Unless and until it is

exchanged for individual certificates evidencing securities under the limited circumstances described in the

indenture, a global debt security may not be transferred except as a whole by the depositary to its nominee or by the

nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the

successor depositary.

Depositary holds securities that its participants deposit with Depositary. Depositary also facilitates the

settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities

through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for

physical movement of securities certificates. “Direct participants” in Depositary include securities brokers and

dealers, including underwriters, banks, trust companies, clearing corporations and other organizations. Access to the

Depositary system is also available to others (which we sometimes refer to as indirect participants) that clear

through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules

applicable to Depositary and its participants are on file with the SEC.

So long as the debt securities are in book-entry form, you will receive payments and may transfer debt

securities only through the facilities of the Depositary and its direct and indirect participants. We will maintain an

office or agency in the location specified in the prospectus supplement for the applicable securities, where notices

and demands in respect of the securities and the indenture may be delivered to us and where certificated debt

securities may be surrendered for payment, registration of transfer or exchange. We will make payments on book-

entry debt securities to the Depositary or its nominee, as the registered owner of such securities, by wire transfer of

immediately available funds.

Certificated Debt Securities

You may transfer or exchange certificated debt securities at any office we maintain for this purpose in

accordance with the terms of the indenture. No service charge will be made for any transfer or exchange of

certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental

charge payable in connection with a transfer or exchange.

You may effect the transfer of certificated debt securities and the right to receive the principal of, premium

and interest on certificated debt securities only by surrendering the certificate representing those certificated debt

securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the

trustee of a new certificate to the new holder.

If the debt securities are issued in definitive certificated form under the limited circumstances described in

the indenture, we will have the option of making payments by check mailed to the addresses of the persons entitled

to payment or by wire transfer to bank accounts in the United States designated in writing to the applicable trustee or

other designated party at least 15 days before the applicable payment date by the persons entitled to payment, unless

a shorter period is satisfactory to the applicable trustee or other designated party.

Covenants

We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue

of debt securities, including the payment of principal, premium, if any, and interest on such debt securities. The

indenture will not limit us from incurring or issuing other unsecured or secured debt and, unless otherwise indicated

in the applicable prospectus supplement, the indenture will not contain any financial covenants.

No Protection in the Event of a Change of Control

Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any

provisions which may afford holders of the debt securities protection in the event we have a change in control or in

the event of a highly leveraged transaction (whether or not such transaction results in a change in control) which

could adversely affect holders of debt securities.

Conversion or Exchange Rights

We will set forth in the applicable prospectus supplement or free writing prospectus the terms on which a

series of debt securities may be convertible into or exchangeable for our common stock, our preferred stock or other

securities (including securities of a third-party). We will include provisions as to whether conversion or exchange is

mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of

shares of our common stock, our preferred stock or other securities (including securities of a third-party) that the

holders of the series of debt securities receive would be subject to adjustment.

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of

our properties and assets to any person (a “successor person”) unless:

•we are the surviving corporation or the successor person (if other than Silvaco) is a corporation, organized

and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations

on the debt securities and under the indenture; and

•immediately after giving effect to the transaction, no Default (as defined below) or Event of Default shall

have occurred and be continuing.

Notwithstanding the above, any of our subsidiaries may consolidate with, merge into or transfer all or part

of its properties to us.

Events of Default

“Event of Default” means with respect to any series of debt securities, any of the following:

•default in the payment of any interest upon any debt security of that series when it becomes due and

payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is

deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);

•default in the payment of principal of any security of that series at its maturity;

•default in the performance or breach of any other covenant or warranty by us in the indenture (other than a

covenant or warranty that has been included in the indenture solely for the benefit of a series of debt

securities other than that series), which default continues uncured for a period of 60 days after we receive

written notice from the trustee or Silvaco and the trustee receives written notice from the holders of not less

than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture;

•certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Silvaco; and

•any other Event of Default provided with respect to debt securities of that series that is described in the

applicable prospectus supplement.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of

Default.

No Event of Default with respect to a particular series of debt securities (except as to certain events of

bankruptcy, insolvency or reorganization) necessarily constitutes an Event of Default with respect to any other series

of debt securities. The occurrence of certain Events of Default or an acceleration under the indenture may constitute

an event of default under certain indebtedness of ours or our subsidiaries outstanding from time to time.

We will provide the trustee written notice of any Default or Event of Default within 30 days of becoming

aware of the occurrence of such Default or Event of Default, which notice will describe in reasonable detail the

status of such Default or Event of Default and what action we are taking or propose to take in respect thereof.

If an Event of Default with respect to debt securities of any series at the time outstanding occurs and is

continuing, then the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities

of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and

payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of

the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all

debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy,

insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on

all outstanding debt securities will become and be immediately due and payable without any declaration or other act

on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration

with respect to debt securities of any series has been made, but before a judgment or decree for payment of the

money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt

securities of that series may rescind and annul the acceleration if all Events of Default, other than the non-payment

of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived

as provided in the indenture. We refer you to the prospectus supplement relating to any series of debt securities that

are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of

such discount securities upon the occurrence of an Event of Default.

The indenture will provide that the trustee may refuse to perform any duty or exercise any of its rights or

powers under the indenture unless the trustee receives indemnity satisfactory to it against any cost, liability or

expense which might be incurred by it in performing such duty or exercising such right or power. Subject to certain

rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will

have the right to direct the time, method and place of conducting any proceeding for any remedy available to the

trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

No holder of any debt security of any series will have any right to institute any proceeding, judicial or

otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the

indenture, unless:

•that holder has previously given to the trustee written notice of a continuing Event of Default with respect

to debt securities of that series; and

•the holders of not less than 25% in principal amount of the outstanding debt securities of that series have

made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute

the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in

principal amount of the outstanding debt securities of that series a direction inconsistent with that request

and has failed to institute the proceeding within 60 days.

Notwithstanding any other provision in the indenture, the holder of any debt security will have an absolute and

unconditional right to receive payment of the principal of, premium and any interest on that debt security on or after

the due dates expressed in that debt security and to institute suit for the enforcement of payment.

The indenture will require us, within 120 days after the end of our fiscal year, to furnish to the trustee a

statement as to compliance with the indenture. If a Default or Event of Default occurs and is continuing with respect

to the securities of any series and if it is known to a responsible officer of the trustee, the trustee shall mail to each

holder of the securities of that series notice of a Default or Event of Default within 90 days after it occurs or, if later,

after a responsible officer of the trustee has knowledge of such Default or Event of Default. The indenture will

provide that the trustee may withhold notice to the holders of debt securities of any series of any Default or Event of

Default (except in payment on any debt securities of that series) with respect to debt securities of that series if the

trustee determines in good faith that withholding notice is in the interest of the holders of those debt securities.

Modification and Waiver

We and the trustee may modify, amend or supplement the indenture or the debt securities of any series

without the consent of any holder of any debt security:

•to cure any ambiguity, defect or inconsistency;

•to comply with covenants in the indenture described above under the heading “Consolidation, Merger and

Sale of Assets”;

•to provide for uncertificated securities in addition to or in place of certificated securities;

•to add guarantees with respect to debt securities of any series or secure debt securities of any series;

•to surrender any of our rights or powers under the indenture;

•to add covenants or events of default for the benefit of the holders of debt securities of any series;

•to comply with the applicable procedures of the applicable depositary;

•to make any change that does not adversely affect the rights of any holder of debt securities;

•to provide for the issuance of and establish the form and terms and conditions of debt securities of any

series as permitted by the indenture;

•to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to

or change any of the provisions of the indenture to provide for or facilitate administration by more than one

trustee; or

•to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture

under the Trust Indenture Act of 1939, as amended.

We may also modify and amend the indenture with the consent of the holders of a majority in principal

amount of the outstanding debt securities of each series affected by the modifications or amendments (with the

securities of each series voting as a class). We may not make any modification or amendment without the consent of

the holders of each affected debt security then outstanding if that amendment will:

•reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;

•reduce the rate of or extend the time for payment of interest (including default interest) on any debt

security;

•reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the

amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with

respect to any series of debt securities;

•reduce the principal amount of discount securities payable upon acceleration of maturity;

•waive a default in the payment of the principal of, premium or interest on any debt security (except a

rescission of acceleration of the debt securities of any series by the holders of a majority in aggregate

principal amount of the then outstanding debt securities of that series and a waiver of the payment default

that resulted from such acceleration);

•make the principal of or premium or interest on any debt security payable in currency other than that stated

in the debt security;

•make any change to certain provisions of the indenture relating to, among other things, the right of holders

of debt securities to receive payment of the principal of, premium and interest on those debt securities and

to institute suit for the enforcement of any such payment and to waivers or amendments; or

•waive a redemption payment with respect to any debt security.

Except for certain specified provisions, the holders of a majority in principal amount of the outstanding

debt securities of any series may on behalf of the holders of all debt securities of that series waive our compliance

with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of

any series may on behalf of the holders of all the debt securities of such series waive any past default under the

indenture with respect to that series and its consequences, except a default in the payment of the principal of,

premium or any interest on any debt security of that series; provided, however, that the holders of a majority in

principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences,

including any related payment default that resulted from the acceleration.

Defeasance of Debt Securities and Certain Covenants in Certain Circumstances

Legal Defeasance

The indenture will provide that, unless otherwise provided by the terms of the applicable series of debt

securities, we may be discharged from any and all obligations in respect of the debt securities of any series (subject

to certain exceptions) upon the irrevocable deposit with the trustee, in trust, of money and/or U.S. government

obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government

obligations of the government that issued or caused to be issued such currency, that, through the payment of interest

and principal in accordance with their terms, will provide money or U.S. government obligations in an amount

sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay

and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in

respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of

the indenture and those debt securities.

This discharge may occur only if, among other things, we have delivered to the trustee an opinion of

counsel stating that we have received from, or there has been published by, the United States Internal Revenue

Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United

States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the

holders of the debt securities of that series will not recognize income, gain or loss for United States federal income

tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income

tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit,

defeasance and discharge had not occurred.

Defeasance of Certain Covenants

The indenture will provide that, unless otherwise provided by the terms of the applicable series of debt

securities, upon compliance with certain conditions:

•we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of

Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which

may be set forth in the applicable prospectus supplement; and

•any omission to comply with those covenants will not constitute a Default or an Event of Default with

respect to the debt securities of that series (“covenant defeasance”).

The conditions include:

•depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities

denominated in a single currency other than U.S. Dollars, government obligations of the government that

issued or caused to be issued such currency, that, through the payment of interest and principal in

accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally

recognized firm of independent public accountants or investment bank to pay and discharge each

installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of

the debt securities of that series on the stated maturity of those payments in accordance with the terms of

the indenture and those debt securities; and

•delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that

series will not recognize income, gain or loss for United States federal income tax purposes as a result of

such covenant defeasance and will be subject to United States federal income tax on the same amounts and

in the same manner and at the same times as would have been the case if such covenant defeasance had not

occurred.

In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy, receivership,

rehabilitation and insolvency events) described under “Events of Default” will no longer constitute an Event of

Default with respect to the applicable series of debt securities.

No Personal Liability of Directors, Officers, Employees or Securityholders

None of our past, present or future directors, officers, employees or securityholders, as such, will have any

liability for any of our obligations under the debt securities or the indenture or for any claim based on, or in respect

or by reason of, such obligations or their creation. By accepting a debt security, each holder waives and releases all

such liability. This waiver and release is part of the consideration for the issue of the debt securities. However, this

waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view of

the SEC that such a waiver is against public policy.

Governing Law

The indenture and the debt securities, including any claim or controversy arising out of or relating to the

indenture or the securities, will be governed by the laws of the State of New York.

The indenture will provide that we, the trustee and the holders of the debt securities (by their acceptance of

the debt securities) irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by

jury in any legal proceeding arising out of or relating to the indenture, the debt securities or the transactions

contemplated thereby.

The indenture will provide that any legal suit, action or proceeding arising out of or based upon the

indenture or the transactions contemplated thereby may be instituted in the federal courts of the United States of

America located in the City of New York or the courts of the State of New York in each case located in the City of

New York, and we, the trustee and the holder of the debt securities (by their acceptance of the debt securities)

irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The

indenture will further provide that service of any process, summons, notice or document by mail (to the extent

allowed under any applicable statute or rule of court) to such party’s address set forth in the indenture will be

effective service of process for any suit, action or other proceeding brought in any such court. The indenture will

further provide that we, the trustee and the holders of the debt securities (by their acceptance of the debt securities)

irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in

the courts specified above and irrevocably and unconditionally waive and agree not to plead or claim any such suit,

action or other proceeding has been brought in an inconvenient forum.

DESCRIPTION OF WARRANTS

We may elect to offer warrants from time to time in one or more series. The following description

summarizes the general terms and provisions of the warrants we may offer pursuant to this prospectus that are

common to all series.

The specific terms relating to any series of our warrants that we offer will be described in a prospectus

supplement, which you should read. Because the terms of specific series of warrants offered may differ from the

general information that we have provided below, you should rely on information in the applicable prospectus

supplement that contradicts any information below. The summary below is not complete and is subject to, and

qualified in its entirety by reference to, the terms and provisions of the applicable warrant agreement relating to each

series of warrants, which will be in the form filed as an exhibit to or incorporated by reference in the registration

statement of which this prospectus is a part at or prior to the time of the issuance of such series of warrants.

General

We may issue warrants to purchase common stock, preferred stock, debt securities or any combination

thereof (including in the form of units), which we refer to in this prospectus, collectively, as the “underlying warrant

securities.” The warrants may be issued independently or together with any series of underlying warrant securities

and may be attached or separate from the underlying warrant securities. Each series of warrants will be issued

pursuant to a separate form of warrant and may be issued pursuant to a separate warrant agreement to be entered into

between us and a warrant agent. Any warrant agent will act solely as our agent in connection with the warrants of

such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of

warrants.

The applicable prospectus supplement will describe the terms of any series of warrants in respect of which

this prospectus is being delivered, including the following:

•the title of the warrants;

•the aggregate number of warrants;

•the price or prices at which the warrants will be issued;

•the currency or currencies in which the price of the warrants may be payable;

•the designation and terms of the underlying warrant securities purchasable upon exercise of the warrants

and the number of such underlying warrant securities issuable upon exercise of the warrants;

•the price at which and the currency or currencies, including composite currencies, in which the underlying

warrant securities purchasable upon exercise of the warrants may be purchased;

•the date on which the right to exercise the warrants will commence and the date on which that right will

expire (subject to any extension);

•whether the warrants will be issued in registered form or bearer form;

•if applicable, the minimum or maximum amount of the warrants which may be exercised at any one time;

•if applicable, the designation and terms of the underlying warrant securities with which the warrants are

issued and the number of the warrants issued with each underlying warrant security;

•if applicable, the date on and after which the warrants and the related underlying warrant securities will be

separately transferable;

•information with respect to book-entry procedures, if any;

•if applicable, a discussion of the material United States federal income tax considerations applicable to the

issuance or exercise of the warrants; and

•any other terms of the warrants, including terms, procedures and limitations relating to the exchange and

exercise of the warrants.

Amendments and Supplements to Warrant Agreement

The warrant agreement for a series of warrants, if applicable, may be amended or supplemented without the

consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the

provisions of the warrants and that do not adversely affect the interests of the holders of the warrants.

DESCRIPTION OF RIGHTS

This section describes the general terms of the rights that we may offer and sell by this prospectus. This

prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each

right. The accompanying prospectus supplement may add, update or change the terms and conditions of the rights as

described in this prospectus.

The particular terms of each issue of rights, the rights agreement relating to the rights and the rights

certificates representing rights will be described in the applicable prospectus supplement, including, as applicable:

•the title of the rights;

•the date of determining the c entitled to the rights distribution;

•the title, aggregate number of shares of common stock or preferred stock purchasable upon exercise of the

rights;

•the exercise price;

•the aggregate number of rights issued;

•the date, if any, on and after which the rights will be separately transferable;

•the date on which the right to exercise the rights will commence and the date on which the right will expire;

and

•any other terms of the rights, including terms, procedures and limitations relating to the distribution,

exchange and exercise of the rights.

Each right will entitle the holder of rights to purchase for cash the principal amount of shares of common

stock or preferred stock at the exercise price provided in the applicable prospectus supplement. Rights may be

exercised at any time up to the close of business on the expiration date for the rights provided in the applicable

prospectus supplement. After the close of business on the expiration date, all unexercised rights will be void.

Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment

and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any

other office indicated in the prospectus supplement, we will, as soon as practicable, forward the shares of common

stock or preferred stock purchasable upon exercise of the rights. If less than all of the rights issued in any rights

offering are exercised, we may offer any unsubscribed securities directly to persons other than securityholders, to or

through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby

underwriting arrangements, as described in the applicable prospectus supplement.

DESCRIPTION OF UNITS

The following description, together with the additional information we include in any applicable prospectus

supplements, summarizes the material terms and provisions of the units that we may offer under this prospectus.

Units may be offered independently or together with common stock, preferred stock, debt securities, and warrants

offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we

have summarized below will generally apply to any future units that we may offer under this prospectus, we will

describe the particular terms of any series of units that we may offer in more detail in the applicable prospectus

supplement. The terms of any units offered under a prospectus supplement may differ from the terms described

below.

We will incorporate by reference into the registration statement, of which this prospectus is a part, the form

of unit agreement, including a form of unit certificate, if any, that describes the terms of the series of units we are

offering before the issuance of the related series of units. The following summaries of material provisions of the

units and the unit agreements are subject to, and qualified in their entirety by reference to, all the provisions of the

unit agreement applicable to a particular series of units. We urge you to read the applicable prospectus supplements

related to the units that we sell under this prospectus, as well as the complete unit agreements that contain the terms

of the units.

General

We may issue units consisting of common stock, preferred stock, debt securities, and/or warrants in any

combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the

unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit

agreement under which a unit is issued may provide that the securities included in the unit may not be held or

transferred separately, at any time, or at any time before a specified date.

We will describe in the applicable prospectus supplement the terms of the series of units, including the

following:

•the designation and terms of the units and of the securities comprising the units, including whether and

under what circumstances those securities may be held or transferred separately;

•any provisions of the governing unit agreement that differ from those described below; and

•any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities

comprising the units.

The provisions described in this section, as well as those described in the sections entitled “Description of

Common Stock and Preferred Stock,” “Description of Debt Securities,” and “Description of Warrants,” will apply to

each unit and to any common stock, preferred stock, debt security, or warrant included in each unit, respectively.

Issuance in Series

We may issue units in such amounts and in such numerous distinct series as we determine.

Enforceability of Rights by Holders of Units

Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any

obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as

unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by

us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law

or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit

agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security

included in the unit.

Title

We, the unit agent, and any of their agents may treat the registered holder of any unit certificate as an

absolute owner of the units evidenced by that certificate for any purposes and as the person entitled to exercise the

rights attaching to the units so requested, despite any notice to the contrary.

GLOBAL SECURITIES

Book-Entry, Delivery and Form

Unless we indicate differently in a prospectus supplement, the securities initially will be issued in book-

entry form and represented by one or more global securities. The global securities will be deposited with, or on

behalf of, The Depository Trust Company, New York, New York, as depositary, or DTC, and registered in the name

of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing

securities under the limited circumstances described below, a global security may not be transferred except as a

whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a

successor depositary or to a nominee of the successor depositary.

DTC has advised us that it is:

•a limited-purpose trust company organized under the New York Banking Law;

•a “banking organization” within the meaning of the New York Banking Law;

•a member of the Federal Reserve System;

•a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

•a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of

1934, as amended, or Exchange Act.

DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its

participants of securities transactions, such as transfers and pledges, in deposited securities through electronic

computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of

securities certificates. “Direct participants” in DTC include securities brokers and dealers, including underwriters,

banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The

Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities

Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC

is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, which we

sometimes refer to as indirect participants, that clear through or maintain a custodial relationship with a direct

participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

Purchases of securities under the DTC system must be made by or through direct participants, which will

receive a credit for the securities on DTC’s records. The ownership interest of the actual purchaser of a security,

which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect participants’

records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases.

However, beneficial owners are expected to receive written confirmations providing details of their transactions, as

well as periodic statements of their holdings, from the direct or indirect participants through which they purchased

securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books

of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing

their ownership interests in the global securities, except under the limited circumstances described below.

To facilitate subsequent transfers, all global securities deposited by direct participants with DTC will be

registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an

authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede &

Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of the

actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose

accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible

for keeping account of their holdings on behalf of their customers.

So long as the securities are in book-entry form, you will receive payments and may transfer securities only

through the facilities of the depositary and its direct and indirect participants. We will maintain an office or agency

in the location specified in the prospectus supplement for the applicable securities, where notices and demands in

respect of the securities and the indenture may be delivered to us and where certificated securities may be

surrendered for payment, registration of transfer or exchange.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to

indirect participants and by direct participants and indirect participants to beneficial owners will be governed by

arrangements among them, subject to any legal requirements in effect from time to time.

Redemption notices will be sent to DTC. If less than all of the securities of a particular series are being

redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in the securities

of such series to be redeemed.

Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the

securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record

date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants to whose

accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus

proxy.

So long as securities are in book-entry form, we will make payments on those securities to the depositary or

its nominee, as the registered owner of such securities, by wire transfer of immediately available funds. If securities

are issued in definitive certificated form under the limited circumstances described below, we will have the option of

making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank

accounts in the United States designated in writing to the applicable trustee or other designated party at least 15 days

before the applicable payment date by the persons entitled to payment, unless a shorter period is satisfactory to the

applicable trustee or other designated party.

Redemption proceeds, distributions and dividend payments on the securities will be made to Cede & Co.,

or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit

direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us on the

payment date in accordance with their respective holdings shown on DTC records. Payments by participants to

beneficial owners will be governed by standing instructions and customary practices, as is the case with securities

held for the account of customers in bearer form or registered in “street name.” Those payments will be the

responsibility of participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from

time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co., or such other

nominee as may be requested by an authorized representative of DTC, is our responsibility, disbursement of

payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners

is the responsibility of direct and indirect participants.

Except under the limited circumstances described below, purchasers of securities will not be entitled to

have securities registered in their names and will not receive physical delivery of securities. Accordingly, each

beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the securities

and the indenture.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of

securities in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in securities.

DTC may discontinue providing its services as securities depositary with respect to the securities at any

time by giving reasonable notice to us. Under such circumstances, in the event that a successor depositary is not

obtained, securities certificates are required to be printed and delivered.

As noted above, beneficial owners of a particular series of securities generally will not receive certificates

representing their ownership interests in those securities. However, if:

•DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities

representing such series of securities or if DTC ceases to be a clearing agency registered under the

Exchange Act at a time when it is required to be registered and a successor depositary is not appointed

within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as

the case may be;

•we determine, in our sole discretion, not to have such securities represented by one or more global

securities; or

•an Event of Default has occurred and is continuing with respect to such series of securities, we will prepare

and deliver certificates for such securities in exchange for beneficial interests in the global securities. Any

beneficial interest in a global security that is exchangeable under the circumstances described in the

preceding sentence will be exchangeable for securities in definitive certificated form registered in the

names that the depositary directs. It is expected that these directions will be based upon directions received

by the depositary from its participants with respect to ownership of beneficial interests in the global

securities.

We have obtained the information in this section and elsewhere in this prospectus concerning DTC and DTC’s

book-entry system from sources that are believed to be reliable, but we take no responsibility for the accuracy of this

information.

PLAN OF DISTRIBUTION

This prospectus relates to from time to time the offer and sale by us of up to $50,000,000 in the aggregate

of the Company’s Common Stock, preferred stock, debt securities, warrants, rights or units.

We are registering the securities covered by this prospectus on our behalf. All costs, expenses and fees

connected with the registration of such securities will be borne by us. Any brokerage commissions and similar

expenses connected with selling such securities will be borne by us according to the allocation of securities sold.

Upon effectiveness of the registration statement of which this prospectus forms a part, the securities

beneficially owned by us covered by this prospectus may be offered and sold from time to time by us. We may sell

securities, from time to time through one or more underwriters, dealers or agents, directly to one or more purchasers

or through a combination of any of these methods of sale or any other method permitted by law. We may sell

securities offered by this prospectus on any stock exchange, market or trading facility on which the securities are

traded or in private transactions. Subject to the limitations set forth in any applicable registration rights agreement,

we may use any one or more of the following methods when selling the securities offered by this prospectus:

•purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to

this prospectus;

•ordinary brokerage transactions and transactions in which the broker solicits purchasers;

•block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may

position and resell a portion of the block as principal to facilitate the transaction;

•an over-the-counter distribution in accordance with the rules of the applicable exchange;

•settlement of short sales entered into after the date of this prospectus;

•agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share;

•“at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices

prevailing at the time of sale or at prices related to such prevailing market prices, including sales made

directly on a national securities exchange or sales made through a market maker other than on an exchange

or other similar offerings through sales agents;

•sales directly to purchasers, including through a specific bidding, auction or other process or in privately

negotiated transactions;

•through the writing or settlement of options or other hedging transactions, whether through an options

exchange or otherwise;

•through a combination of any of the above methods; or

•any other method permitted pursuant to applicable law.

Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or

supplements that will describe the method of distribution and set forth the terms and conditions of the offering of

such securities, including the offering price of the securities and the proceeds to us, if applicable.

Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may

also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or

sale of our securities will be identified in a prospectus supplement.

If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold

to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined

by the dealer at the time of resale.

If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting

agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided

in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In

connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as

agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may

sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts,

concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act

as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a

dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by

the dealer.

Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities,

and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in

the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the

securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (which

we refer to as the “Securities Act” in this prospectus,), and any discounts and commissions received by them and

any profit realized by them on resale of the securities may be deemed to be underwriting discounts and

commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities,

including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect

thereof and to reimburse those persons for certain expenses.

We may enter into hedging transactions with broker-dealers or other financial institutions, which may in

turn engage in short sales of our securities in the course of hedging the positions they assume. We may also sell the

securities short and deliver these securities to close out their short positions, or loan or pledge the securities to

broker-dealers that in turn may sell these shares. We may also enter into option or other transactions with broker-

dealers or other financial institutions or the creation of one or more derivative securities which require the delivery

to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-

dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect

such transaction). The third party in such sale transactions will be an underwriter and will be identified in the

applicable prospectus supplement (or a post-effective amendment to the registration statement of which this

prospectus is a part).

In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such

jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may

not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the

registration or qualification requirement is available and is complied with.

LEGAL MATTERS

Unless otherwise indicated in an applicable prospectus supplement, the validity of the securities to be

offered by this prospectus will be passed upon for us by White & Case LLP, New York, New York, and for any

agents, underwriters, dealers, remarketing firms or other third parties by counsel named in the applicable prospectus

supplement.

EXPERTS

The consolidated financial statements of Silvaco Group, Inc. (the “Company”) incorporated in this prospectus by

reference from the Annual Report on Form 10-K of the Company for the year ended December 31, 2024, have been

audited by Baker Tilly US, LLP (formerly, Moss Adams LLP), an independent registered public accounting firm, as

stated in their report, which is incorporated herein by reference. Such consolidated financial statements are

incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and

auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. We

have also filed a registration statement on Form S-3, including exhibits, under the Securities Act with respect to the

securities offered by this prospectus. This prospectus is part of the registration statement, but does not contain all of

the information included in the registration statement or the exhibits. Our SEC filings are available to the public on

the internet at a website maintained by the SEC located at http://www.sec.gov. Those filings are also available to the

public on, or accessible through, our website under the heading “Investors” at https://www.silvaco.com/. The

information on our web site, however, is not, and should not be deemed to be, a part of this prospectus.

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that

we can disclose important information to you by referring you to another document filed separately with the SEC.

The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that

we file with the SEC will automatically update and supersede that information. Any statement contained in this

prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded

for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed

document incorporated by reference modifies or replaces that statement.

This prospectus and any accompanying prospectus supplement incorporate by reference the documents set

forth below (excluding any portions of such documents that have been “furnished to” but not “filed with” the SEC

for purposes of the Exchange Act):

•our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 5,

2025;

•the information specifically incorporated by reference into our Annual Report on Form 10-K for the year

ended December 31, 2024, from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on

April 11, 2025;

•our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 7,

2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on

August 6, 2025;

•our Current Reports on Form 8-K, filed with the SEC on March 4, 2025, March 21, 2025, May 28, 2025,

July 10, 2025, July 29, 2025, August 4, 2025 August 26, 2025 and September 5, 2025; and

•the description of our capital stock contained in our Registration Statement on Form 8-A (File No.

001-42043) as originally filed with the SEC on May 6, 2024 and any amendment or report filed for the

purpose of updating this information (including Exhibit 4.2 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2024).

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of Exchange

Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of

the initial registration statement and prior to the effectiveness of the registration statement, but excluding any

information “furnished to,” rather than “filed with,” the SEC under the Exchange Act, will also be incorporated by

reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and

documents.

You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or

telephoning us at the following address:

Silvaco Group, Inc.

4700 Patrick Henry Drive, Building #23

Santa Clara, California 95054

(408) 567-1000

Attention: General Counsel

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by

reference in this prospectus or any accompanying prospectus supplement.

PROSPECTUS

Silvaco Group, Inc.

$50,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Rights

Units

II-1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses expected to be borne by the registrant in connection

with the securities being registered hereby, other than underwriting discounts and commissions. All of the amounts

are estimates, other than the SEC registration fee and the FINRA filing fee. The amounts do not include expenses

related to offerings of particular securities. Each prospectus supplement describing an offering of securities will

reflect the estimated expenses related to the offering of securities under that prospectus supplement.


	Amount
Securities and Exchange Commission registration fee	$6,905
Accountants’ fees and expenses		*
Legal fees and expenses		*
Financial Industry Regulatory Authority (FINRA) filing fee		*
Miscellaneous		*
Total expenses	$6,905


*	These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be determined at this time.

Item 15. Indemnification of Directors and Officers

The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware

General Corporation Law, or the DGCL, provides that a Delaware corporation may indemnify any persons who

were, are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding,

whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation),

by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or

was serving at the request of such corporation as an officer, director, employee or agent of another corporation or

enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in

settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding,

provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed

to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to

believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were, are, or are

threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the

corporation by reason of the fact that such person is or was a director, officer, employee or agent of such

corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of

another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and

reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such

person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s

best interests, except that no indemnification is permitted without judicial approval if the officer or director is

adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the

defense of any action referred to above, the corporation must indemnify him or her against the expenses (including

attorneys’ fees) actually and reasonably incurred.

The Registrant’s amended and restated certificate of incorporation provides for the indemnification of its

directors to the fullest extent permitted under the DGCL. The Registrant’s amended and restated bylaws provides for

the indemnification of its directors and officers to the fullest extent permitted under the DGCL.

II-2

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a

director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages

for breach of fiduciary duties as a director, except for liability for any:

•transaction from which the director derives an improper personal benefit;

•act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•unlawful payment of dividends or redemption of shares; or

•breach of a director’s duty of loyalty to the corporation or its stockholders.

The Registrant’s amended and restated certificate of incorporation includes such a provision. Under the

Registrant’s amended and restated bylaws, expenses incurred by any director or officers in defending any such

action, suit or proceeding in advance of its final disposition will be paid by the Registrant upon delivery to it of an

undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it will ultimately be

determined that such director or officer is not entitled to be indemnified by the Registrant, as long as such

undertaking remains required by the DGCL. Section 174 of the DGCL provides, among other things, that a director

who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or

redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were

approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the

books containing minutes of the meetings of the board of directors at the time such action occurred or immediately

after such absent director receives notice of the unlawful acts.

As permitted by the DGCL, the Registrant has entered into indemnification agreements with each of its

directors and officers that require the Registrant, among other things, to indemnify its directors and officers against

certain liabilities which may arise by reason of their status or service as directors or officers to the fullest extent not

prohibited by law. These indemnification agreements may be sufficiently broad to permit indemnification of the

Registrant’s officers and directors for liabilities, including reimbursement of expenses incurred, arising under

the Securities Act. Under these agreements, the Registrant is not required to provide indemnification for certain

matters. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for

indemnification thereunder.

The Registrant also maintains an insurance policy that covers its officers and directors with respect to certain

liabilities, including liabilities arising under the Securities Act or otherwise.

Item 16. Exhibits


(a)	Exhibits

II-3


Exhibit Number		Exhibit Description
1.1*		Form of Underwriting Agreement for Securities Offered Hereby.

3.1		Amended and Restated Certificate of Incorporation of Silvaco Group, Inc. (filed as Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2025).

3.2		Amended and Restated Bylaws of Silvaco Group, Inc. (filed as Exhibit 3.2 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2025).

4.1		Form of Common Stock Certificate (filed as Exhibit 4.1 to the Registrant’s Registration on Form S-1 (No. 333-278666) initially filed with the Securities and Exchange Commission on April 12, 2024).

4.2		Description of Capital Stock filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K initially filed with the Securities and Exchange Commission on March 5, 2025).

4.3		Registration Rights Agreement, dated April 12, 2024, among the Registrant and the stockholders named therein (filed as Exhibit 10.24 to the Registrant’s Registration on Form S-1 (No. 333-278666) initially filed with the Securities and Exchange Commission on April 12, 2024).

4.4		Stockholders Agreement, dated April 12, 2024, among the Registrant and the stockholders named therein (filed as Exhibit 10.25 to the Registrant’s Registration on Form S-1 (No. 333-278666) initially filed with the Securities and Exchange Commission on April 12, 2024).

4.5*		Form of Preferred Stock Certificate.

4.6+		Form of Indenture Relating to the Company’s Debt Securities.

4.7*		Form of Debt Security.

4.8*		Form of Warrant.

4.9*		Form of Warrant Agreement.

4.10*		Form of Rights Certificate.

4.11*		Form of Rights Agreement.

4.12*		Form of Unit Certificate.

4.13*		Form of Unit Agreement.

5.1+		Opinion of White & Case LLP.

23.1+		Consent of Baker Tilly US, LLP (formerly, Moss Adams LLP).

23.2+		Consent of White & Case LLP (included in Exhibit 5.1 hereto).

24.1+		Power of Attorney (see the signature page to this Registration Statement on Form S-3).

25.1**		Statement of Eligibility of Trustee on Form T-1, as Trustee under the Indenture for Debt Securities.

101+		Interactive Data Files (formatted as Inline XBRL).

107+		Filing Fee Table.


+	Filed herewith.
*	To be filed, if applicable, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Current Report on Form 8-K or other report to be filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference.

II-4


* *	Where applicable, to be incorporated by reference to a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this

registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration

statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,

represent a fundamental change in the information set forth in the registration statement. Notwithstanding

the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities

offered would not exceed that which was registered) and any deviation from the low or high end of the

estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant

to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no

more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of

Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously

disclosed in the registration statement or any material change to such information in the registration

statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration statement is on Form S-3

and the information required to be included in a post-effective amendment by those clauses is contained in reports

filed with or furnished to the SEC by such registrant pursuant to Section 13 or Section 15(d) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration

statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration

statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective

amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the

offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being

registered which remain unsold at the termination of the offering;

(5) that, for the purpose of determining liability under the Securities Act to any purchaser:

(A) each prospectus filed by such registrant pursuant to Rule 424(b)(3) shall be deemed to be part

of the registration statement as of the date the filed prospectus was deemed part of and included in the

registration statement; and

(B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a

registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),

(vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act

shall be deemed to be part of and included in the registration statement as of the earlier of the date such

form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the

offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any

person that is at that date an underwriter, such date shall be deemed to be a new effective date of the

II-5

registration statement relating to the securities in the registration statement to which the prospectus relates,

and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

provided, however, that no statement made in a registration statement or prospectus that is part of the

registration statement or made in a document incorporated or deemed incorporated by reference into the

registration statement or prospectus that is part of the registration statement will, as to a purchaser with a

time of contract of sale prior to such effective date, supersede or modify any statement that was made in the

registration statement or prospectus that was part of the registration statement or made in any such

document immediately prior to such effective date;

(6) that, for the purpose of determining liability of the registrant under the Securities Act to any

purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering

of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting

method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of

any of the following communications, the undersigned registrant will be a seller to the purchaser and will be

considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering

required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned

registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material

information about the undersigned registrant or its securities provided by or on behalf of an undersigned

registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to

the purchaser.

(b) Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities

Act, each filing of such registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange

Act (and where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of

the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new

registration statement relating to the securities offered therein, and the offering of such securities at that time shall be

deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers

and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been

advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy

as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification

against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or

controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such

director, officer or controlling person in connection with the securities being registered, the registrant will, unless in

the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate

jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities

Act and will be governed by the final adjudication of such issue.

(j) Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility

of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act, as amended, in accordance with

the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act, as amended.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to

believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to

be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California,

on October 31, 2025.


SILVACO GROUP, INC.

By:	/s/ Dr. Walden C. Rhines
	Dr. Walden C. Rhines
	Chief Executive Officer and Director
	(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and

appoints each of Dr. Walden C. Rhines, Christopher Zegarelli and Candace Jackson, or either of them, as his or her

true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in

his or her name, place and stead, in any and all capacities, to file and sign any and all amendments (including post-

effective amendments), supplements and additions to this registration statement, with the Securities and Exchange

Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and

every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as

he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or

their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the

following persons in the capacities and on the dates indicated.


Name	Title	Date

/s/ Dr. Walden C. Rhines	Chief Executive Officer and Director	October 31, 2025
Dr. Walden C. Rhines	(Principal Executive Officer)

/s/ Christopher Zegarelli	Chief Financial Officer	October 31, 2025
Christopher Zegarelli	(Principal Financial Officer and Principal Accounting Officer)

/s/ Katherine S. Ngai-Pesic	Chair of the Board	October 31, 2025
Katherine S. Ngai-Pesic

/s/ Dr. Hau L. Lee	Lead Independent Director	October 31, 2025
Dr. Hau L. Lee

/s/ Anita Ganti	Director	October 31, 2025
Anita Ganti

/s/ William H. Molloie, Jr.	Director	October 31, 2025
William H. Molloie, Jr

/s/ Iliya Pesic	Director	October 31, 2025
Iliya Pesic

/s/ Anthony K. K. Ngai	Director	October 31, 2025
Anthony K. K. Ngai

/s/ Jodi L. Shelton	Director	October 31, 2025
Jodi L. Shelton

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Date	Price Target	Rating	Analyst
8/8/2025	$10.00 → $8.00	Buy	TD Cowen
3/6/2025	$15.00 → $12.00	Buy	TD Cowen
11/13/2024	$20.00 → $15.00	Buy	TD Cowen
10/17/2024	$26.00 → $19.00	Buy	Needham
10/16/2024	$23.00 → $20.00	Buy	TD Cowen
6/5/2024	$26.00	Buy	B. Riley Securities
6/4/2024	$25.00	Buy	Craig Hallum
6/3/2024	$25.00	Buy	Jefferies

SEC Form S-3 filed by Silvaco Group Inc.

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