Stockholders' Equity |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 26, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity | Note 7—Stockholders’ Equity Serial Preferred Stock Our authorized capital stock includes 10,000,000 shares of serial preferred stock, with a par value of $0.001 per share. No shares of preferred stock were outstanding as of September 26, 2026 or December 27, 2025. On April 17, 2017, we entered into a rights agreement (as amended from time to time, the “Rights Agreement”) with Computershare Trust Company, N.A., as rights agent. In connection with the adoption of the Rights Agreement and pursuant to its terms, the Company’s Board of Directors (the “Board” or “Board of Directors”) authorized and declared a dividend of one right (each, a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on May 18, 2017 (the “Record Date”), and authorized the issuance of one Right for each share of our common stock issued by us (except as otherwise provided in the Rights Agreement) between the Record Date and the Distribution Date (as defined below). On April 17, 2024, we entered into a fourth amendment (the “Fourth Amendment”) to the Rights Agreement, pursuant to which Equiniti Trust Company, LLC was appointed as our rights agent and the definition of “Expiration Date” in the Rights Agreement was amended to extend the term for an additional three-year period from April 17, 2024 to April 17, 2027. As a result, and pursuant to the Fourth Amendment, the Rights will expire and become unexercisable on or before the close of business on April 17, 2027, in accordance with the terms of the Rights Agreement. Each Right entitles the registered holder, subject to the terms of the Rights Agreement, to purchase from us, when exercisable and subject to adjustment, one unit consisting of one -thousandth of a share (a “Unit”) of our Series A Preferred Stock (the “Preferred Stock”), at a purchase price of $6.56 per Unit, subject to adjustment. Subject to the provisions of the Rights Agreement, including certain exceptions specified therein, a distribution date for the Rights (the “Distribution Date”) will occur upon the earlier of (i) business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired or otherwise obtained beneficial ownership of 15% or more of the then-outstanding shares of our common stock, and (ii) business days (or such later date as may be determined by the Board) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. The Rights are not exercisable until the Distribution Date and, unless earlier redeemed or exchanged by us pursuant to the terms of the Rights Agreement, as amended, will expire on the close of business on April 17, 2027. In connection with the adoption of the Rights Agreement, the Board approved a Certificate of Designation of the Series A Preferred Stock (the “Certificate of Designation”) designating 1,000,000 shares of our serial preferred stock as Series A Preferred Stock and setting forth the rights, preferences and limitations of the Preferred Stock. We filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 17, 2017. Common Stock On September 24, 2025, our stockholders approved the Certificate of Amendment to the Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance from 450,000,000 to 675,000,000. Samsung Securities Purchase Agreement On August 4, 2026, in connection with and as a condition to the parties’ entry into the SSI Supply Agreement and effective as of July 31, 2026, we entered into a Securities Purchase Agreement (the “Samsung Purchase Agreement”) and a Lock-Up and Release Agreement (the “Samsung Lock-Up and Release Agreement”) with Samsung Semiconductor. Pursuant to the Samsung Purchase Agreement, Samsung Semiconductor purchased 10 million shares (the “SSI Shares”) of our common stock for an aggregate cash purchase price of $1 million. Pursuant to the Samsung Lock-Up and Release Agreement, twenty percent of the SSI Shares will be released from the disposition and transfer restrictions set forth therein on each of the first, second, third and fourth anniversaries of the issuance of the SSI Shares, with the remaining SSI Shares released on the fifth anniversary. The issuance of the SSI Shares to Samsung Semiconductor was not registered under the Securities Act of 1933, as amended (the “Securities Act”). The issuance of the SSI Shares was completed in reliance upon Section 4(a)(2) of the Securities Act. The closing of the transactions contemplated by the Samsung Purchase Agreement occurred on August 6, 2026. The grant-date fair value of the SSI Shares was measured as of July 31, 2026 based on the quoted market price of our common stock of $2.35 per share, less a discount for lack of marketability for the transfer restrictions on each 2,000,000-share tranche for the period until its release. The discount for each tranche was estimated using the Finnerty average-strike put option model, with expected volatility based on the historical volatility of our common stock over a period matching the restriction period of the tranche and an expected dividend yield of zero. The assumptions and resulting values were as follows:
The weighted-average grant-date fair value of the SSI Shares was $1.70 per share, and the aggregate grant-date fair value of the SSI Shares, all of which vested on issuance, was $17.0 million, reflecting a blended discount of 27.7% from the $23.5 million quoted market value of the shares. The $16.0 million excess of the grant-date fair value over the $1.0 million of cash received was capitalized as a prepaid supply asset and will be recognized in cost of sales as described in Note 2. |