Delaware
|
001-38273
|
94-3290283
|
(State or Other
Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
42307 Osgood Road, Suite I
|
|
Fremont, California
|
94539
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
Trading symbol
|
Name of each exchange on which registered
|
Class A Common Stock, par value $0.0001 per share
|
ACMR
|
Nasdaq Global Market
|
• |
As of December 31, 2018, we had net operating loss carryforward amounts for U.S. federal income tax purposes totaling $15.9 million, rather than $17 million as previously reported.
See “Risk Factors—Risks Related to Our Business and Our Industry—U.S. and state net operating loss carryforwards may be limited under applicable tax laws” at page 25 of the Form 10‑K/A.
|
• |
For 2018 our free cash flow totaled $4,838,000, rather than $4,839,000 as previously reported. See the table entitled “Free Cash Flow” under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—How We Evaluate Our Operations—Free Cash Flow” at page 50 of the Form 10‑K/A.
|
• |
Our gross margin in 2017 was higher than in 2018 primarily due to one system that was manufactured under government subsidies and was sold in 2017 for $1.8 million, rather than $1.6
million as previously reported. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of Year Ended December 31, 2018 and 2017” at page 58 of the Form 10-K/A.
|
• |
In 2018 ACM Shanghai received research and development grants from local and central PRC governmental authorities totaling $544,000, rather than $200,000 as previously reported. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Funds—Government Research and Development Grants” at page 61 of the Form 10-K/A.
|
• |
In 2018 we paid a bonus to David H. Wang, our Chief Executive Officer and President, of $34,519, rather than $139,824 as previously reported. Dr. Wang’s total compensation in 2018
is correct as previously reported. See “Summary Compensation Table” at page 28 of the Proxy Statement.
|
• |
In 2018 fees earned or paid in cash by the following non-employee directors were as follows: Tracy Liu, $22,000; Zhengfan Yang, $18,000; and Yinan Xiang, $18,500. The total 2018
director compensation of each of Ms. Liu, Mr. Yang and Ms. Xiang is correct as previously reported. See “Non-Employee Director Compensation Table” at page 20 of the Proxy Statement.
|
Exhibit
|
Description
|
Equity Purchase Agreement dated August 4, 2019 between ACM Research, Inc. and certain of its directors and executive officers and an officer affiliate
|
|
Letter agreement dated June 12, 2019 between ACM Research, Inc. and Mark McKechnie
|
|
Press release issued August 13, 2019 with respect to a proposed public offering by ACM Research, Inc.
|
ACM RESEARCH, INC.
|
||
By:
|
/s/ David H. Wang |
|
David H. Wang
|
||
Chief Executive Officer and President
|
(i) |
the number of Repurchase Shares that the Company will purchase from such Holder as the result of the Company’s sale of Shares in connection with such Over-Allotment Closing, as
determined in accordance with Schedule I to this Agreement, and
|
(ii) |
a time and date, which date shall be no earlier than three calendar days after delivery of such notice and no later than five calendar days after the date of such Over-Allotment
Closing, at which, subject to satisfaction or waiver of the conditions set forth herein, each Holder shall transfer, assign, sell and convey to the Company all of such Holder’s right, title and interest in and to, and the Company shall
purchase, the number of Repurchase Shares specified in the Repurchase Notice (each a “Repurchase Closing”)
|
(i) |
each Holder shall deliver to the Company a duly executed stock power relating to the Holder’s Repurchase Shares to be sold, together with such other documents or instruments as the
transfer agent for the Shares may request (which request may include a requirement that transfer forms be medallion guaranteed) to effect the transfer of such Repurchase Shares to the Company; and
|
(ii) |
the Company agrees to pay to each such Holder, by either wire transfer (in accordance with written instructions to be provided by the Holder) or check at the election of the
Company, an amount in cash (U.S. dollars, unless otherwise expressly agreed upon in writing by the Company and the Holder) equal to the number of Repurchase Shares being sold by the Holder multiplied by the Purchase Price.
|
If to the Company:
|
ACM Research, Inc.
|
|
42307 Osgood Road, Suite I
|
||
Fremont, California 94539
|
||
Attention: Vice President of Finance
|
||
Email: mark@acmrcsh.com
|
ACM Research, Inc.
|
|||
By:
|
/s/ David H. Wang
|
||
Name:
|
David H. Wang
|
||
Title:
|
President and Chief Executive Officer
|
||
Shengxin (Shanghai) Management Consulting Limited Partnership
|
|||
By:
|
/s/ Jian Wang
|
||
Name:
|
Wang, Jian
|
||
Title:
|
General Partner
|
||
Address:
|
Redacted
|
||
Email:
|
Redacted
|
||
Sotheara Cheav
|
|||
/s/ Sotheara Cheav
|
|||
Signature
|
|||
Address:
|
Redacted
|
||
Email:
|
Redacted
|
||
Fuping Chen
|
|||
/s/ Fuping Chen
|
|||
Signature
|
|||
Address:
|
Redacted
|
||
Email:
|
Redacted
|
Haiping Dun
|
|||
/s/ Haiping Dun
|
|||
Signature
|
|||
Address:
|
Redacted
|
||
Email:
|
Redacted
|
||
Chenming Hu
|
|||
/s/ Chenming Hu
|
|||
Signature
|
|||
Address:
|
Redacted
|
||
Email:
|
Redacted
|
||
Tracy Liu
|
|||
/s/ Tracy Liu
|
|||
Signature
|
|||
Address:
|
Redacted
|
||
Email:
|
Redacted
|
||
David H. Wang
|
|||
/s/ David H. Wang
|
|||
Signature
|
|||
Address:
|
Redacted
|
||
Email:
|
Redacted
|
Holder
|
Percentage
|
|
Sotheara Cheav
|
5.0
|
%
|
Fuping Chen
|
6.7
|
%
|
Haiping Dun
|
10.7
|
%
|
Chenming Hu
|
8.3
|
%
|
Tracy Liu
|
0.8
|
%
|
Shengxin (Shanghai) Management Consulting Limited Partnership
|
57.8
|
%
|
David H. Wang
|
10.7
|
%
|
100.0
|
%
|
Holder
|
Percentage
|
|
Haiping Dun
|
50.0
|
%
|
David H. Wang
|
50.0
|
%
|
100.0
|
%
|
June 12, 2019
|
(A) |
“Qualifying Offering” has the meaning set forth in Schedule I hereto; and
|
(B) |
“Unaffiliated Gross Proceeds” means gross proceeds from sales of Shares to persons or entities other than any person or entity who (A)
purchased shares of ACM common stock prior to November 7, 2017, (B) purchased Shares in the concurrent private placements completed on November 7, 2017, (C) is an officer or other employee of ACM or any of its subsidiaries, (D) is a
member of the board of directors or advisory board of ACM, or (E) is an affiliate of any of the foregoing.
|
(i) |
on the last day of each calendar month, a total of RMB6,000 (or, for the first and last month of employment, a pro rata portion thereof) for expenses associated with rental housing
in Shanghai; and
|
(ii) |
upon request made in connection with your booking of round-trip airline tickets for your travel between the United States and Shanghai for non-business purposes, the cost to you of
such ticket (booked in accordance with ACM’s travel policies and practices as in effect from time to time) of up to two such tickets in 2019 and up to three such tickets in each succeeding calendar year.
|
(a) |
within 15 days after termination, a payment in cash equal to $56,250 less the amount of any bonus paid to you pursuant to paragraph 2(b); and
|
(b) |
to the extent available under ACM’s medical plan, an extension of medical benefits (including, if so available, spousal or family coverage for which you are enrolled as of the date
of termination) for six months in the form of COBRA reimbursements.
|
(i) |
you and ACM expressly intend and agree that class action and representative action procedures will not be asserted, nor will they apply, in any arbitration pursuant to this
provision;
|
(ii) |
you and ACM agree that each will not assert class action or representative action claims against the other in arbitration or otherwise; and
|
(iii) |
you and ACM will only submit your own, individual claims in arbitration and will not seek to represent the interests of any other person or entity.
|
Sincerely,
|
|
/s/ David H. Wang
|
|
David H. Wang
|
|
Chief Executive Officer and President
|
/s/ Mark A. McKechnie
|
Contact:
|
The Blueshirt Group
|
Ralph Fong
|
|
+1 (415) 489-2195
|
|
ralph@blueshirtgroup.com
|
JUY!X>DVNM>H:-+D+S7FUUH>UAG %P*0<4_
M=D531F-SVI-M+CO2@T[$#=M&,4^F$TF"8[.:0K35.#3RK11XU=E*0'FC<6X%30!S3R