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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 27, 2024
WOLFSPEED, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| North Carolina | 001-40863 | 56-1572719 |
(State or other jurisdiction of
incorporation) | (Commission File
Number) | (I.R.S. Employer
Identification Number) |
| | | | | | | | |
| 4600 Silicon Drive | |
| Durham | North Carolina | 27703 |
| (Address of principal executive offices) | (Zip Code) |
(919) 407-5300
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.00125 par value | WOLF | New York Stock Exchange |
| | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
As previously disclosed, on July 5, 2023, Wolfspeed, Inc. (the “Company”) and Renesas Electronics America Inc., a California corporation (“Renesas America”), entered into an Unsecured Customer Refundable Deposit Agreement (the “CRD Agreement”), pursuant to which Renesas America committed to provide the Company (a) five business days after entering into the CRD Agreement, an initial deposit in an aggregate principal amount of $1 billion (the “Initial Funding”) and (b) at the Company’s election during the calendar year of 2024, additional deposits in an aggregate principal amount of up to an additional $1 billion (“Additional Fundings” and, together with the Initial Funding, collectively the “Deposits”). The material terms of the CRD Agreement, including with respect to interest and repayment of the Deposits, are described in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 5, 2023, which description is incorporated by reference herein. On February 27, 2024, Renesas America completed an Additional Funding in an aggregate principal amount of $500 million based on a request delivered by the Company.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| | | | | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| WOLFSPEED, INC. |
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| | | |
| By: | | /s/ Bradley D. Kohn |
| | | Bradley D. Kohn |
| | | Senior Vice President and General Counsel |
Date: March 4, 2024