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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2025
WHITEFIBER, INC.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42780 | 61-2222606 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number)
|
(I.R.S. Employer Identification Number) |
31 Hudson Yards, Floor 11, Suite 30
New York, NY 10001
(212) 463-5121
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Ordinary Shares, par value $0.01 per share | WYFI | The Nasdaq Stock Market LLC |
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, WhiteFiber, Inc. (the “Company”) entered into an underwriting agreement, dated August 6, 2025 (the “Underwriting Agreement”), with B. Riley Securities, Inc. and Needham & Company, LLC, as representatives of the several underwriters (the “Underwriters”), in connection with the initial public offering (the “IPO”) of its ordinary shares, par value $0.01 per share (the “Ordinary Shares”), pursuant to which the Company agreed to offer and sell, and the Underwriters agreed to purchase, 9,375,000 Ordinary Shares. The IPO closed and the Ordinary Shares were delivered on August 8, 2025.
The Underwriters were also granted a 30-day option to purchase up to an additional 1,406,250 Ordinary Shares pursuant to the Underwriting Agreement.
On September 2, 2025, the Underwriters fully exercised their option to purchase the additional 1,406,250 Ordinary Shares at the public offering price of $17.00 per share, resulting in additional gross proceeds to the Company of approximately $23.9 million. The exercise of the over-allotment option is expected to close on September 4, 2025, subject to customary closing conditions.
On September 3, 2025, the Company issued a press release announcing the exercise of the over-allotment option by the Underwriters. A copy of such press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release dated September 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WHITEFIBER, INC. | ||
| Date: September 3, 2025 | By: | /s/ Sam Tabar |
| Name: | Sam Tabar | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
WhiteFiber Announces Exercise in Full of Over-Allotment Option in Initial Public Offering
NEW YORK, September 3, 2025 /PRNewswire/ — WhiteFiber, Inc. (Nasdaq: WYFI) (“WhiteFiber” or the “Company”), today announced that the underwriters of its previously completed initial public offering of ordinary shares have fully exercised their option to purchase an additional 1,406,250 ordinary shares at the public offering price of $17.00 per share, resulting in additional gross proceeds of approximately $23.9 million. After giving effect to the exercise of the over-allotment option, the total number of ordinary shares sold by WhiteFiber in the initial public offering increased to 10,781,250 shares and the gross proceeds increased to approximately $183.3 million in the aggregate. The exercise of the over-allotment option is expected to close on September 4, 2025, subject to customary closing conditions. The ordinary shares began trading on The Nasdaq Capital Market on August 7, 2025 under the symbol “WYFI.”
B. Riley Securities and Needham & Company acted as the joint book-running managers for the offering. Macquarie Capital also acted as a book-runner for the offering. Roth Capital Partners acted as lead manager for the offering. Craig-Hallum and Clear Street acted as co-managers for the offering.
A registration statement relating to these securities was filed with the SEC and declared effective on August 6, 2025. The offering was made solely by means of a prospectus. Copies of the final prospectus may be obtained from: B. Riley Securities, 1300 17th Street North, Suite 1300, Arlington, VA 22209, Attention: Prospectus Department, by telephone at (703) 312-9580 or by email at prospectuses@brileysecurities.com; or from: Needham & Company, LLC, 250 Park Avenue, 10th Floor, New York, NY 10177, Attn: Prospectus Department, prospectus@needhamco.com or by telephone at (800) 903-3268.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About WhiteFiber
WhiteFiber is a provider of artificial intelligence (“AI”) infrastructure solutions. WhiteFiber owns high-performance computing data centers and provides cloud services to customers. Our vertically integrated model combines specialized colocation, hosting, and cloud services engineered to maximize performance, efficiency, and margin for generative AI workloads. In connection with this offering, WhiteFiber was carved out of Bit Digital, Inc. and now operates as a separate public company.
Investor Contact:
IR@whitefiber.com
Media Contact:
Jo Anne McCusker
JAM Strategic Communications
joanne@jam-comms.com
(917) 740-9499