Silvaco Group, Inc. Enters Open Market Sales Agreement with Jefferies LLC

Key Details of the 8-K Filing and Sales Agreement

Santa Clara, CA, March 13, 2026 – Silvaco Group, Inc. (“Silvaco” or “the Company”) announced a significant development that could impact both its capital structure and shareholder value. The Company has entered into an Open Market Sales Agreement with Jefferies LLC, as disclosed in a Form 8-K filed with the SEC. This agreement allows Silvaco to offer and sell shares of its common stock, par value \$0.0001 per share (“Common Shares”), through Jefferies as its sales agent, via “at-the-market” offerings (ATM) on the Nasdaq Global Select Market.

Highlights from the Report

• ATM Sales Mechanism: The Company can issue and sell shares directly into the market at prevailing prices, subject to a minimum “Floor Price” of \$1.00 per share unless Jefferies consents to a lower price. The total amount of shares to be sold will not exceed the lesser of: (a) the number or dollar amount registered on the effective Registration Statement, (b) the number of authorized but unissued shares (less shares reserved for other purposes), or (c) the amount set forth in any Issuance Notice from the Company.
• Indemnification and Expenses: Silvaco will reimburse Jefferies for certain expenses and provide indemnification for specific liabilities, including liabilities under U.S. securities laws. The Company will also cover legal and regulatory costs, such as Blue Sky and FINRA filings, and the cost of investor presentations if needed.
• Legal Opinion: A legal opinion from White & Case LLP, confirming that shares issued under the sales agreement will be validly issued, fully paid, and nonassessable, is attached as Exhibit 5.1 to the 8-K.
• Emerging Growth Company: Silvaco is currently classified as an “emerging growth company” under SEC definitions but has not opted out of extended transition periods for new or revised accounting standards.
• Regulatory Compliance: The Company affirms it is not an “ineligible issuer” and is in compliance with all relevant provisions of the Securities Act, Exchange Act, Sarbanes-Oxley, and other applicable regulations, including disclosure controls, internal controls over financial reporting, and market manipulation prohibitions (Regulation M).
• Use of Proceeds & Investment Company Act: Silvaco confirms it will not use proceeds in a way that would require registration as an investment company under the Investment Company Act of 1940.
• Continuous Disclosure: The Company will provide quarterly and annual reports detailing shares sold and proceeds received under the agreement. It will also file all required SEC reports and promptly disclose any material changes in its filings, including amendments, supplements, or significant events.
• No Guarantee of Sales: There is no guarantee that Jefferies will be able to sell any shares, and Jefferies is not obligated to purchase shares as principal.
• Material Non-Public Information: The Company and the agent have agreed not to sell shares if the Company is in possession of material non-public information.
• FINRA Compliance: All information provided to Jefferies and FINRA is true, complete, and compliant with regulatory requirements.
• Transfer Agent & Listing: Silvaco will maintain a registrar/transfer agent and ensure the listing of its shares is maintained on the Nasdaq Global Select Market.

Price-Sensitive Factors for Investors

• Potential for Share Dilution: The implementation of an ATM equity program means Silvaco can issue new shares into the market, providing flexibility to raise capital but also potentially diluting existing shareholders if a significant number of shares are sold.
• Market Impact: The timing, volume, and price of shares sold under this program will depend on market conditions and the Company’s needs. If substantial shares are sold, it may put downward pressure on the stock price, especially in a weak market.
• Regulatory and Legal Safeguards: The Company’s commitment to compliance, internal controls, and accurate disclosure should provide shareholders with some comfort regarding the integrity of the process and protection from certain legal risks.
• Transparency and Disclosure: Regular updates on share sales and proceeds will be provided in quarterly and annual reports, allowing investors to monitor the pace and impact of the dilution.
• No Offer or Solicitation: The filing explicitly states that the 8-K is not an offer to sell, nor a solicitation to buy, shares in jurisdictions where such actions would be unlawful prior to registration or qualification under local laws.

Additional Important Information for Shareholders

• All Necessary Approvals and Good Standing: The Company and its subsidiaries are in good standing, have all necessary permits, and are not subject to any significant undisclosed liabilities or related party transactions.
• Financial Integrity: The financial statements provided are GAAP-compliant, audited by Baker Tilly US, LLP, and no material weaknesses have been identified in internal controls.
• No Material Adverse Changes: As of the filing, there are no undisclosed events or conditions expected to result in a material adverse change in the Company’s operations or financial condition.
• Legal Opinions and Consents: The transaction is supported by legal opinions ensuring the validity of the issued shares.
• Market Activities and Manipulation: The Company affirms it will not take any action to manipulate its stock price and will comply with all relevant market regulations.

Conclusion

The announcement of an Open Market Sales Agreement with Jefferies LLC is a notable event for Silvaco Group, Inc. shareholders. While it provides the Company with a mechanism to raise capital efficiently, it also introduces the potential for share dilution, which could impact the stock price depending on the volume and market conditions. Investors are encouraged to monitor future disclosures regarding the pace of share sales and the use of proceeds, as these could have material effects on valuation and share performance.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a solicitation to buy or sell securities. Investors should consult their own advisors and review the full SEC filings before making any investment decisions. The information above is based on public filings as of March 13, 2026, and may be subject to change without notice.

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