--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-056375" form_type: "8-K" ticker: null cik: "0000808326" company_name: "EMCORE CORP" filed_at: "2024-05-02T23:59:59+00:00" generated_at: "2026-06-03T01:14:39.191360+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # EMCORE sells Chips business for $2.92M, enters forbearance agreement with new lenders ## Summary - Sold Chips business for $2.92M cash plus assumed liabilities to HieFo Corporation, closed April 30, 2024. - Assigned outstanding debt to Hale Capital Management affiliates; entered forbearance agreement through May 31, 2024 with 12% interest rate (6% additional on default). - Issued warrant for 1,810,528 shares at $2.73 exercise price to new lender HCP-FVU, LLC as consideration for forbearance. - Board formed restructuring committee (Cletus C. Glasener and Jeffrey J. Roncka) tasked with achieving break-even operating cash flow by Q4 2024. - Director Rex S. Jackson resigned; Cletus C. Glasener appointed Audit Committee Chair. ## SEC filing metadata - accession: 0001104659-24-056375 - form_type: 8-K - cik: 0000808326 - company_name: EMCORE CORP - filed_at: 2024-05-02T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 3.02, 2.01, 2.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/808326/000110465924056375/0001104659-24-056375-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/808326/000110465924056375/tm2413306d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-056375 - JSON: https://secwatch.observer/filing/0001104659-24-056375.json - Plain text: https://secwatch.observer/filing/0001104659-24-056375.txt ## Key facts - Debt Financings EMCORE CORP amended credit facility with Wingspire Capital LLC. - Instrument: credit facility - Counterparty: Wingspire Capital LLC - Event: amendment source text: The disclosures regarding the Credit Agreement, the Appointment of Agent and Assignment of Financing Documents Agreement and the Forbearance Agreement set forth in Item 1.01 above are incorporated by reference into this Item 2.03. evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924056375/0001104659-24-056375-index.htm - Executive change Rex S. Jackson resigned as Director at EMCORE CORP. - Action: resigned - Role: Director source text: On April 29, 2024, Rex S. Jackson resigned from the Company’s Board of Directors effective on April 29, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924056375/0001104659-24-056375-index.htm - M&A Transactions EMCORE CORP completed a disposition involving HieFo Corporation for $2.92 million in cash and assumption by the Buyer of the Assumed Liabilities (closed 2024-04-30). - Action: disposition - Counterparty: HieFo Corporation - Consideration: $2.92 million in cash and assumption by the Buyer of the Assumed Liabilities - Closing: 2024-04-30 source text: and inventory, including without limitation the Company’s indium phosphide wafer fabrication equipment (the “ Transaction ”), in consideration for a purchase price equal to $2.92 million in cash and assumption by the Buyer of the Assumed Liabilities (as defined in the Purchase Agreement), $1 million of which was previously received by the Company in connection evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924056375/0001104659-24-056375-index.htm - Material Agreements EMCORE CORP entered into Assignment Agreement with Wingspire Capital LLC, HCP-FVU, LLC, HCP Fund V-FVU, LLC, Bessel Holdings LLC (effective 2024-04-29). - Action: entry - Agreement: credit facility - Counterparty: Wingspire Capital LLC, HCP-FVU, LLC, HCP Fund V-FVU, LLC, Bessel Holdings LLC - Effective: 2024-04-29 source text: On April 29, 2024, Wingspire Capital LLC (“ Wingspire ”) as lender (the “ Prior Lender ”) under the Credit Agreement, dated August 9, 2022, by and among the Company, EMCORE Space & Navigation Corporation and EMCORE Chicago Inertial Corporation (individually and collectively referred to as the “ Borrowers ”), the Lenders from time to time party thereto and Wingspire, as Agent (the “ Prior Agent ”), as amended by the First Amendment to Credit Agreement, dated October 25, 2022, by and among the Borrower, the Lenders party thereto and Agent (the “ First Amendment ”) (as further amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “ Credit Agreement ”) and HCP-FVU, LLC, HCP Fund V-FVU, LLC and Bessel Holdings LLC (each an affiliate of Hale Capital Management, L.P. and collectively, “ Hale ” or “ New Lenders ”) and HCP-FVU, LLC as administrative agent for New Lenders, have entered into that certain Assignment Agreement dated as of April 29, 2 evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924056375/0001104659-24-056375-index.htm - Material Agreements EMCORE CORP entered into Asset Purchase Agreement with HieFo Corporation valued at $2.92 million in cash (effective 2024-04-30). - Action: entry - Agreement: asset purchase - Counterparty: HieFo Corporation - Value: $2.92 million in cash - Effective: 2024-04-30 source text: EMCORE Corporation (the " Company ") entered into an Asset Purchase Agreement (the " Purchase Agreement "), by and among the Company and HieFo Corporation, a Delaware corporation (the " Buyer "), pursuant to which the Company agreed to transfer to the Buyer substantially all of the assets primarily related to the Company’s non-core discontinued Chips business line evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924056375/0001104659-24-056375-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.