The offering is structured as a continuous "at the market" program under Rule 415, meaning there is no fixed number of shares, no set price, and no minimum or maximum sales price specified in advance; Roth Capital Partners will sell shares at prevailing market prices on a commercially reasonable efforts basis, acting as sales agent or principal, and is not required to sell any specific amount. For illustrative purposes only, the prospectus supplement estimated that, assuming the full $7.8 million were sold at $2.95 per share (the last reported Nasdaq closing price on September 5, 2025, the trading day before the agreement was signed), approximately 2,644,068 shares would be issued, bringing shares outstanding to an estimated 37,959,570 from a base of 35,315,502 shares outstanding as of September 5, 2025 -- an increase of roughly 7.5%. The actual number of shares and prices will vary depending on if and when sales occur under the program.
Shimmick will pay Roth Capital Partners a cash commission of up to 3% of the gross sales price per share sold under the ATM Agreement, and will reimburse the sales agent for documented legal fees and costs up to $50,000 in the aggregate, as disclosed in both the prospectus supplement and the company's Form 10-Q filings. There is no greenshoe or over-allotment option disclosed; the program simply terminates once shares totaling $7.8 million in aggregate offering price have been sold, or earlier if either party terminates the ATM Agreement.
The prospectus supplement discloses that net proceeds are intended for general corporate purposes, which may include repayment of debt, funding capital expenditures, financing working capital needs, funding operations, or financing potential acquisitions; the company states it has not allocated specific amounts to each use and retains broad discretion. Pending use, proceeds may be invested temporarily or applied to repay short-term debt.
On dilution, the prospectus supplement discloses that Shimmick's historical net tangible book value (deficit) as of July 4, 2025 was approximately $(54.8) million, or $(1.56) per share. Assuming the full $7.8 million were sold at the assumed $2.95 per share price and after deducting commissions and estimated offering expenses, the as-adjusted net tangible book value (deficit) would be approximately $(44.3) million, or $(1.26) per share -- an immediate increase of $0.30 per share to existing stockholders and immediate dilution of $4.21 per share to new investors in the offering. This calculation excludes 2,091,283 shares issuable upon exercise of outstanding stock options (weighted-average exercise price $1.26), 2,604,929 shares issuable upon vesting of outstanding restricted stock units, and 2,430,608 additional shares reserved under the company's equity incentive plans.
King & Spalding LLP, Atlanta, Georgia, passed on the validity of the shares for Shimmick and provided a legal opinion (Exhibit 5.1 to the September 8, 2025 Form 8-K) confirming the shares, when issued and sold under the ATM Agreement, will be validly issued, fully paid, and non-assessable. Pryor Cashman LLP, New York, New York, served as counsel to Roth Capital Partners, the sales agent, on certain legal matters in connection with the offering, as disclosed in the "Legal Matters" section of the prospectus supplement. Deloitte & Touche LLP served as the independent registered public accounting firm whose audit report is incorporated by reference.
As of the company's most recent disclosures reviewed (the Form 10-Q for the quarter ended October 3, 2025, filed November 13, 2025, and the Form 10-Q for the quarter ended April 3, 2026, filed May 15, 2026), both of which describe the ATM Agreement in materially identical, forward-looking terms, there is no disclosure that any shares have actually been sold under the program, and no disclosed dollar amount of proceeds raised to date. The company states it is not obligated to make any sales under the agreement and gives no assurance as to whether, when, or at what price any shares will be sold. No closing date, pricing confirmation, or completion of the $7.8 million program has been identified in the filings reviewed, consistent with the deal's pending-regulatory status; this status reflects that the shelf-registered ATM program remains open and has not been reported as fully sold out, terminated, or otherwise concluded.