envx-20250828
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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): August 28, 2025
Enovix Corporation
Capture.jpg
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware001-3975385-3174357
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3501 W Warren Avenue
Fremont, California
 94538
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (510) 695-2350
Not Applicable
(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 classTrading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per shareENVXThe Nasdaq Global Select Market
Warrants, each exercisable for one share of Common Stock, at an exercise price of $8.75 per share
ENVXWThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.



Item 8.01 Other Events.

On August 28, 2025, Enovix Corporation, a Delaware corporation (the “Company”), issued a press release announcing that as of August 27, 2025, the volume-weighted average price (“VWAP”) of its common stock has exceeded $10.50 for the requisite number of trading days since the distribution of the Company warrants currently traded on Nasdaq under ENVXW (the “Warrants”) to satisfy the early expiration price condition applicable to the Warrants in accordance with the Warrant Agreement, dated as of July 21, 2025, between the Company and Computershare Trust Company N.A., as Warrant Agent (the “Warrant Agreement”). Pursuant to the Warrant Agreement, the Company has elected to set Friday, August 29, 2025 as the alternate expiration date for the Warrants. As a result, the Warrants will stop trading on Nasdaq at 4:00 p.m. New York City time on August 29, 2025, and the Warrants must be exercised prior to 5:00 p.m. New York City time on August 29, 2025, in each case, as long as the VWAP of the Company’s common stock is at least $8.75 for each of the two trading days immediately preceding such expiration date. From and after 5:00 p.m. New York City time on August 29, 2025, the Warrants will no longer be exercisable and will be void, and the holders of unexercised Warrants will have no further rights with respect to any Warrants.

The Notice of Guaranteed Delivery for Exercise of Warrants referred to in the press release summarized above is attached hereto as Exhibit 99.2.

The foregoing descriptions are only summaries and are qualified in their entirety by reference to the press release and Notice of Guaranteed Delivery filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number
 
 
Description
99.1
99.2
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 thereunto duly authorized.
   Enovix Corporation
    
Date:
August 28, 2025
By:
/s/ Arthi Chakravarthy
Arthi Chakravarthy
Chief Legal Officer and Head of Corporate Development




Early Expiration Price Condition for Warrants Satisfied Alternate Expiration Date Elected Warrants Must be Exercised Prior to 5:00 p.m. New York City Time on Friday, August 29, 2025 Last Day of Warrant Trading on Nasdaq is Friday, August 29, 2025 Notice of Guaranteed Delivery is Available for Warrant Exercises 12.3 Million Warrants Already Exercised for Approximately $107.5 Million Gross Proceeds FREMONT, Calif., August 28, 2025 -- Enovix Corporation (Nasdaq: ENVX, ENVXW) (“Company” or “Enovix”), a leader in advanced silicon battery technology, announced that on August 27, 2025, the volume-weighted average price (“VWAP”) of its common stock had exceeded $10.50 for the requisite number of trading days since the distribution of the Company warrants currently traded on Nasdaq under ENVXW (the “Warrants”) to satisfy the early expiration price condition applicable to the Warrants in accordance with the Warrant Agreement, dated as of July 21, 2025, between Enovix and Computershare Trust Company N.A., as Warrant Agent (the “Warrant Agreement”). Pursuant to the Warrant Agreement, the Company has elected to set Friday, August 29, 2025 as the alternate expiration date for the Warrants. As a result, the Warrants will stop trading on Nasdaq at 4:00 p.m. New York City time on August 29, 2025, and the Warrants must be exercised prior to 5:00 p.m. New York City time on August 29, 2025, in each case, as long as the VWAP of the Company’s common stock is at least $8.75 for each of the two trading days immediately preceding such expiration date (the “Additional Price Condition”). The Company will issue an additional press release to confirm whether the Additional Price Condition has been satisfied, and to reconfirm the final trading day and expiration date of the Warrants. Each Warrant may be cash exercised to purchase one share of the Company’s common stock prior to 5:00 p.m. New York City time on August 29, 2025 for an exercise price of $8.75 per Warrant. As of August 26, 2025, approximately 12.3 million Warrants have already been exercised, generating approximately $107.5 million in gross proceeds for the Company to date, with further proceeds expected as Warrants are exercised prior to their expiration. Raj Talluri, President and Chief Executive Officer of Enovix, stated “Reaching the early expiration trigger on our warrant dividend is a strong validation of shareholder confidence in Enovix. Combined with independent testing confirming the AI-1™ battery as the highest energy density smartphone cell available, this milestone highlights the momentum behind our breakthrough battery technology. Warrant exercise proceeds strengthen our ability to scale production of our 100% silicon-anode technology to meet growing customer demand.” Ryan Benton, Chief Financial Officer of Enovix, added “From the outset, our goal was to design a program that created real value for our shareholders. I’m proud of how our team executed to achieve this milestone and grateful for the confidence and support from our investors. This achievement strengthens Enovix as we ramp up production and commercialization activities across the company and build the foundation for durable, profitable growth.” From and after 5:00 p.m. New York City time on August 29, 2025, the Warrants will no longer be exercisable and will be void, and the holders of unexercised Warrants will have no further rights with respect to any Warrants. We encourage all Warrant holders to ensure their Warrants are traded or exercised on a timely basis prior to the deadlines above. Processing procedures and timelines may vary by broker or the institution holding your Warrants, so prompt action is recommended. As an accommodation to Warrant holders, the Company has instituted a process by which Warrant holders may cash-exercise their Warrants using a Notice of Guaranteed Delivery for Exercise of Warrants (the “Notice”). The


 
Company is offering Warrant holders the opportunity to use the Notice if the procedures used by a financial institution for the exercise of Warrants cannot be completed by that financial institution on a timely basis before 5:00 p.m. New York City time on August 29, 2025. It is important to note that Warrant holders who wish to cash-exercise their Warrants must submit the Notice and the payment of the $8.75 per Warrant exercise price before 5:00 p.m. New York City time on August 29, 2025. Please refer to the Notice itself for detailed information regarding its use. Additionally, the Company, in its discretion, may elect to accommodate exercises that were submitted in good faith in accordance with the Warrant Agreement prior to 5:00 p.m. New York City time on August 29, 2025. A full copy of the Notice is attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on August 28, 2025, and is available on the Company’s website at https://www.enovix.com/enovix-warrant-dividend. Further Information Relating to the Warrants For more information relating to the exercise mechanics and other terms of the Warrants, please refer to the materials filed by the Company with the SEC available at https://www.sec.gov and the information posted on the Company’s website at https://www.enovix.com/enovix-warrant-dividend. About Enovix Corporation Enovix is a leader in advancing lithium-ion battery technology with its proprietary cell architecture designed to deliver higher energy density and improved safety. The Company’s breakthrough silicon-anode batteries are engineered to power a wide range of devices from wearable electronics and mobile communications to industrial and electric vehicle applications. Enovix’s technology enables longer battery life and faster charging, supporting the growing global demand for high-performance energy storage. Enovix holds a robust portfolio of issued and pending patents covering its core battery design and manufacturing process. Enovix is headquartered in Silicon Valley with facilities in India, South Korea and Malaysia. For more information visit https://enovix.com and follow us on LinkedIn. No Offer or Solicitation This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The issuance of the Warrants has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), as the distribution of a Warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A Form 8-A registration statement and prospectus supplement describing the terms of the Warrants were filed with the SEC and are available on the SEC’s website located at https://www.sec.gov. Holders of Warrants should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein. This press release contains a general summary of certain terms applicable to the Warrants. Please read the Warrant Agreement filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2025 as it contains important information about the terms of the Warrants. Forward‐Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, about us, the Warrants and our business that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and can be identified by words such as anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, should, would and similar expressions that convey uncertainty about future events or outcomes. Forward-looking statements in this press release include, without limitation, the expected satisfaction of the Additional Price Condition, the currently anticipated alternate expiration date of the Warrants, the impact of the Warrant exercise proceeds on the Company’s ability to scale production and commercialization activities and build the foundation for profitable growth, our ability to accommodate good faith warrant exercises, the total warrant exercise proceeds and matters relating to the Notice.


 
Actual results and outcomes could differ materially from these forward-looking statements as a result of certain risks and uncertainties, including, without limitation, those risks and uncertainties and other potential factors set forth in our filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed annual report on Form 10-K and quarterly reports on Form 10-Q and other documents that we have filed, or that we will file, with the SEC. For a full discussion of these risks, please refer to Enovix’s filings with the SEC, including its most recent Form 10-K and Form 10-Q, available at https://ir.enovix.com and www.sec.gov. Any forward-looking statements made by us in this press release speak only as of the date on which they are made and subsequent events may cause these expectations to change. We disclaim any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise, except as required by law. Investor Contact: Robert Lahey [email protected] Chief Financial Officer: Ryan Benton [email protected]


 
Exhibit 99.2 Notice of Guaranteed Delivery for Exercise of Warrants of Enovix Corporation (Not to be used for Signature Guarantees) This Notice of Guaranteed Delivery is provided by Enovix Corporation (the “Company”) with respect to the Company’s outstanding Warrants (the “Warrants”) to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), issued under the Warrant Agreement, dated as of July 21, 2025 (the “Warrant Agreement”), between the Company, Computershare Inc. and its affiliate, Computershare Trust Company N.A., as Warrant Agent (the “Warrant Agent”). Each Warrant entitles the holder thereof to purchase one share of Common Stock for a cash exercise price of $8.75 per Warrant. On August 28, 2025, Enovix Corporation (the “Company”) gave notice that the Early Expiration Price Condition (defined in the Warrant Agreement) had been satisfied on August 27, 2025. In accordance with the Warrant Agreement, the Company has elected to set August 29, 2025 as the Alternate Expiration Date (defined in the Warrant Agreement) of the Warrants. As a result, the Warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on August 29, 2025, so long as the volume-weighted average price of the Common Stock is at least $8.75 for each of the two Trading Days (as defined in the Warrant) immediately preceding such Alternate Expiration Date (the “Additional Price Condition”). The Company will issue a further press release to confirm that the Additional Price Condition is satisfied and to reconfirm the final trading day and expiration date of the Warrants. At 5:00 p.m. New York City time on August 29, 2025 and thereafter, the Warrants will no longer be exercisable and will become void, and the holders of unexercised Warrants will have no further rights with respect to any Warrants. The Company is offering holders of Warrants the opportunity to use this Notice of Guaranteed Delivery if the procedure for the exercise of the Warrants cannot be completed on a timely basis before 5:00 p.m. New York City time on August 29, 2025. To allow for any settlements of Warrants on a T+1 settlement cycle, the Warrants will continue to be listed and trade on Nasdaq until 4:00 p.m. New York City time on August 29, 2025, and Warrants may be exercised prior to 5:00 p.m. New York City time on August 29, 2025. This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to exercise any Warrants if the procedure for the exercise of the Warrants cannot be completed on a timely basis before 5:00 p.m. New York City time on August 29, 2025. In addition to the payment of the exercise price of the Warrants ($8.75 per Warrant) in accordance with the Warrant Agreement, a fully and properly completed and executed Notice of Guaranteed Delivery must be delivered to the Warrant Agent at the address set forth below and must include a Guarantee by an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, prior to 5:00 p.m. New York City time on August 29, 2025. Computershare Trust Company N.A. 150 Royall Street Canton, MA 02021 Attention: Client Services The method of delivery of the Notice of Guaranteed Delivery is at the option and risk of the holder but, if mail is used, registered mail properly insured is suggested. Wire instructions are available at the Depository Trust Company or may be requested directly from the Warrant Agent. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY TO COMPUTERSHARE TRUST COMPANY N.A. IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON AN ELECTION TO


 
PURCHASE IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE ELECTION TO PURCHASE. THE GUARANTEE INCLUDED HEREIN AS EXHIBIT A MUST BE COMPLETED.


 
EXHIBIT A GUARANTEE (Not to be used for signature guarantee) The undersigned, a financial institution that is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Warrant Agent the Warrants pursuant to the procedure for book-entry transfer into the Warrant Agent’s account at The Depository Trust Company (DTC), the book-entry transfer facility, and any other documents required by the Warrant Agreement within one trading day after the date hereof. The financial institution understands that a properly completed and duly executed Notice of Guaranteed Delivery, in addition to the payment of the exercise price of the Warrants ($8.75 per Warrant) in accordance with the Warrant Agreement, must be in possession of the Warrant Agent prior to 5:00 p.m. New York City time on August 29, 2025. The Eligible Institution that completes this form must communicate the guarantee to the Warrant Agent and must deliver the Warrants within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: Address: Area Code and Tel. No: (Authorized Signature) Name (Please type or print) Title: Number of Warrants subject to Guaranteed Delivery: DTC Number of Firm or Clearing Agent: Funds Submitted: Dated: