Entry into a Material Definitive Agreement · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On June 1, 2026, Amtech Systems, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell in an underwritten public offering (the “Offering”) an aggregate of 2,…
Filed Jun 3, 2026Accepted Jun 3, 2026, 4:30 PM EDTCIK 720500Accession 0000720500-26-000008
Amtech Systems, Inc. (NASDAQ: ASYS) provides equipment, consumables and services for AI semiconductor device packaging and advanced wafer substrate fabrication. Our products include advanced packaging and electronics assembly equipment for applications such as AI GPUs and advanced automotive electronics. Consumable and other solutions are used in fabricating semiconductor devices, such as silicon carbide (SiC) and silicon (Si) power devices, digital and analog devices, power electronic packages, advanced semiconductor packages and electronic assemblies. We sell these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe. To learn more about Amtech, please visit our website at https://www.amtechsystems.com.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 1, 2026, Amtech Systems, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell in an underwritten public offering (the “Offering”) an aggregate of 2,926,829 shares of its common stock, par value $0.01 per share (“Common Stock”), at a price to the public of $20.50 per share for aggregate gross proceeds of approximately $60 million, less underwriting discounts and commissions and offering expenses. The Offering closed on June 3, 2026 (the “Closing Date”).
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-294296) previously filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2026, which was declared effective on March 23, 2026, and a registration statement on Form S-3MEF (Registration No. 333-296410) filed with the SEC on June 1, 2026, which became automatically effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). A final prospectus related to the Offering dated June 1, 2026, was filed with the SEC on June 3, 2026, pursuant to Rule 424(b)(5) under the Securities Act. This Current Report on Form 8-K (“Current Report”) does not constitute an offer to sell or a solicitation of an offer to buy any securities.
Pursuant to the Underwriting Agreement, the Company agreed to a “lock-up” period of sixty (60) days after the Closing Date with respect to sales of specified securities and agreed not to file or confidentially submit any registration statement with respect to any such securities within such period, subject to certain exceptions, without the prior written consent of the Underwriter. In addition, the Company’s directors and officers have each entered into lock-up agreements pursuant to which each of them has agreed not to, for a period of sixty (60) days after the Closing Date, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the Company’s securities, subject to certain exceptions, without the prior written consent of the Underwriter.
The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The foregoing is only a brief description of the terms of the Underwriting Agreement and the lock-up agreements, does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement and the form of lock-up agreement attached as Exhibit A thereto, which is filed as Exhibit 1.1 to this Current Report.
The legal opinion, including the related consent, of DLA Piper LLP (US) relating to the issuance and sale of the shares of Common Stock in the Offering is filed as Exhibits 5.1 and 23.1 to this Current Report, respectively.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On June 1, 2026, the Company issued a press release announcing the commencement of the Offering. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
On June 1, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.
On June 3, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached to this Current Report as Exhibit 99.3 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
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1.1 Underwriting Agreement, dated June 1, 2026, by and between Amtech Systems, Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC
5.1 Opinion of DLA Piper LLP (US)
23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
99.1 Commencement Press Release dated June 1, 2026
99.2 Pricing Press Release dated June 1, 2026
99.3 Closing Press Release dated June 3, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed exhibits (2)
EX-99.1 (by filename) asys-ex99_1.htm
EX-99.1
4
asys-ex99_1.htm
EX-99.1
EX-99.1
EXHIBIT 99.1
Amtech Systems Announces Proposed Public Offering of Common Stock
TEMPE, Ariz., June 1, 2026 -- Amtech Systems, Inc. ("Amtech") (NASDAQ: ASYS), a manufacturer of equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication, today announced that it is commencing an underwritten public offering of shares of its common stock. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The Company intends to use the net proceeds from this offering to accelerate growth across its semiconductor packaging and advanced wafer substrate fabrication platforms, accretive merger and acquisition opportunities, working capital and general corporate purposes.
Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the proposed offering.
The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-294296) filed with the Securities and Exchange Commission (“SEC”) on March 13, 2026, and declared e…
EX-99.2
5
asys-ex99_2.htm
EX-99.2
EX-99.2
EXHIBIT 99.2
Amtech Systems Announces Pricing of $60 Million Oversubscribed Offering of Common Stock
TEMPE, Ariz., June 1, 2026 -- Amtech Systems, Inc. ("Amtech") (NASDAQ: ASYS), a manufacturer of equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication, today announced the pricing of its oversubscribed underwritten public offering of 2,926,829 shares of its common stock, at a public offering price of $20.50 per share, for total gross proceeds of approximately $60 million, before deducting underwriting discounts, commissions, and offering expenses. The offering is expected to close on or about June 3, 2026, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering to accelerate growth across its semiconductor packaging and advanced wafer substrate fabrication platforms, accretive merger and acquisition opportunities, working capital and general corporate purposes.
Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the offering.
The offering is being made pursuant to a shelf registration sta…