INDI 8-K
indie Semiconductor, Inc. (INDI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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| The |
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.
As previously disclosed, indie Semiconductor, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement, dated August 26, 2022 (as amended, the “Sales Agreement”), with B. Riley Securities, Inc. (“B. Riley”), Craig-Hallum Capital Group LLC (“Craig-Hallum”) and Roth Capital Partners, LLC (“Roth Capital” and together with B. Riley and Craig-Hallum, the “Sales Agents”), pursuant to which we may issue and sell, from time to time, shares of our Class A common stock, $0.0001 par value per share, having an aggregate offering price of up to $150.0 million through the Sales Agents, as the sales agent, in an at the market offering (the “ATM Offering”), of which $59.8 million of such shares remain unsold (the “Unsold Securities”).
The Unsold Securities were previously registered on the Company’s registration statement on Form S-3 (File No. 333-267120), which was initially filed with the SEC on August 26, 2022 and became effective on September 7, 2022 (the “2022 Registration Statement”) and will expire on September 7, 2025. On August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration statement on Form S-3ASR (Registration No. 333-285653), which registration statement was filed and became effective on March 7, 2025 (the “2025 Registration Statement”), to replace the expiring 2022 Registration Statement and register the offering of the Unsold Securities under the 2025 Registration Statement. In connection with the registration of Unsold Securities, the Company and the Sales Agents entered into an amendment to the Sales Agreement to update all references from the 2022 Registration Statement to the 2025 Registration Statement. All other material terms of the Sales Agreement remain unchanged.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Audrey Wong, Chief Legal Officer of the Company | |
| 23.1 | Consent of Audrey Wong (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| INDIE SEMICONDUCTOR, INC. | |||
| August 29, 2025 | By: | /s/ Donald McClymont | |
| Name: | Donald McClymont | ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
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Exhibit 5.1
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indie Semiconductor 32 Journey Aliso Viejo, CA 92656 +1 (949) 608-0854 |
August 29, 2025
indie Semiconductor, Inc.
32 Journey
Aliso Viejo, California 92656
Ladies and Gentlemen:
We have examined (i) the Registration Statement on Form S-3, File No. 333-285653 (the “Registration Statement”), of indie Semiconductor, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), (ii) the prospectus supplement thereto dated August 29, 2025 (the “Prospectus Supplement”), in connection with the offering by the Company of up to $59,813,263.39 of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), that may be sold under the Sales Agreement, dated August 26, 2022, among the Company, B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (such agreement, as amended, the “Sales Agreement”), (iii) the Sales Agreement, (iv) the Amended and Restated Certificate of Incorporation of the Company as presently in effect, (v) the Amended and Restated Bylaws of the Company as presently in effect, and (vi) certain resolutions adopted by the Board of Directors of the Company.
For the purpose of rendering this opinion, we assumed, without investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted as certified or photostatic copies, and the authenticity of the originals of such copies, and the accuracy and completeness of all records made available to us by the Company. In addition, in rendering this opinion, we assumed that the Shares will be offered in the manner and on the terms identified or referred to in the Registration Statement and the Prospectus Supplement, including all supplements and amendments thereto.
Our opinion is limited solely to matters set forth herein. The law covered by the opinions expressed herein is limited to the federal law of the United States and internal laws of the State of Delaware and the State of New York.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold against payment therefor as set forth in the Registration Statement, the Prospectus Supplement thereto, and the Sales Agreement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the Prospectus Supplement. By giving these consents, we do not thereby admit that we are within the category of persons where consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, | |
| /s/ Audrey Wong | |
| Audrey Wong | |
| Chief Legal Officer | |
| indie Semiconductor, Inc. |