As previously reported, on March 13, 2026, Silvaco Group, Inc. (the "Company") entered into an Open Market Sale Agreement℠ (the "Sales Agreement") with Jefferies LLC (the "Sales Agent"), pursuant to which the Company may offer and sell from time to time, at its option through the Sales Agent, shares of the Company's common stock, $0.0001 par value per share (the "Shares"). The Shares are issued pursuant to the Company's registration statement on Form S-3 (File No. 333-291212), which became effective on November 21, 2025, and the related prospectus supplement dated March 13, 2026 (the "ATM Prospectus Supplement") registering the offer and sale of Shares in an aggregate offering amount of up to $15.0 million, in each case filed with the Securities and Exchange Commission (the "SEC").

 

On May 8, 2026, the Company filed a prospectus supplement (the "Prospectus Supplement") amending and supplementing the ATM Prospectus Supplement to reflect an increase in the Company's existing at the market offering program to allow for the issuance of an additional $20.0 million in shares of the Company's common stock, for a total of $35.0 million (inclusive of any amounts previously sold by the Company). As of May 7, 2026, the Company has sold 752,744 shares of common stock with an aggregate offering price of approximately $4,331,280 through the at the market offering program pursuant to the Sales Agreement. Therefore, we may offer and sell an aggregate of up to $30,668,720 of shares of the Company's common stock pursuant to the Prospectus Supplement.

 

The Company previously offered and sold securities under its shelf registration statement on Form S-3 (File No. 333-291212) pursuant to General Instruction I.B.6, often referred to as the "baby shelf" rule, because the Company's public float was below $75 million. Based on the reported sale price of the Company's common stock of $12.46 per share, as reported on the Nasdaq Global Select Market on May 6, 2026, the aggregate market value of the Company's public float, calculated according to General Instruction I.B.6. of Form S-3, is $175,270,596 based on 32,688,557 shares of the Company's common stock outstanding as of May 6, 2026, of which 14,066,661 shares are held by non-affiliates. As the aggregate market value of the Company's outstanding common equity held by non-affiliates exceeded $75 million, the Company is no longer subject to the baby shelf limitation on the amount of securities it may sell. Consequently, the Company is relying on General Instruction I.B.1 of Form S-3 and may offer and sell additional securities without the prior 12-month limitations under General Instruction I.B.6.