Form 8-K - Current report

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): November 18, 2024

SUPER MICRO COMPUTER, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33383

77-0353939

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

980 Rock Avenue, San Jose, California 95131

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 503-8000

Not Applicable

(Former name or former address, if changed since last report)

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 or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.001 par value

SMCI

The NASDAQ Global Select Market

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 4.01			Changes in Registrant’s Certifying Accountant

On November 18, 2024, the Audit Committee of the Board of Directors of Super Micro Computer, Inc. (the “Company”) appointed BDO USA, P.C. (“BDO”) as the Company’s new independent registered public accounting firm. A copy of the press release (the “Press Release”) announcing, among other things, the appointment of BDO is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

During the fiscal years ended June 30, 2024 and 2023 and the subsequent interim periods through November 18, 2024, neither the Company nor anyone on its behalf has consulted with BDO regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.


Item 8.01			Other Events

As announced in the Press Release, on November 18, 2024, the Company submitted a compliance plan (the “Compliance Plan”) to The Nasdaq Stock Market (“Nasdaq”) to support its request for an extension of time to regain compliance with the Nasdaq continued listing requirements. In the Compliance Plan, the Company indicated that it believes it will be able to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 and become current with its periodic filings within the discretionary period available to the Nasdaq staff to grant.

Cautionary Statement Regarding Forward Looking Statements

Statements contained in this Current Report on Form 8-K that are not historical in fact may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may relate, among other things, to steps taken to achieve compliance with the Nasdaq continuing listing requirements and the timing for filing of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 and become current with its periodic filings. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties, including, but not limited to, the outcome of Nasdaq’s review of the compliance plan, the Company’s and BDO’s ability to complete the audit necessary to file the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and review procedures necessary to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 and for the Company to become current with its periodic filings, and those other factors contained in the Company’s filings with the Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in such filings.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits




Exhibit Number						Description

99.1						Press release dated November 18, 2024

104						Cover Page Interactive Data File

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUPER MICRO COMPUTER, INC.

Date: November 18, 2024

By:

/s/ Charles Liang

President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

Supermicro Announces Appointment of BDO USA as Independent Auditor and Filing of Compliance Plan with Nasdaq

SAN JOSE, Calif. -- November 18, 2024 -- (BUSINESS WIRE) -- Super Micro Computer, Inc. (Nasdaq: SMCI), a Total IT Solution Provider for AI, Cloud, Storage, and 5G/Edge, announced today that the Audit Committee of its Board of Directors has engaged BDO USA, P.C. (“BDO”) as its independent auditor, effective immediately. BDO is a member firm of BDO International, one of the world's top five accounting firms network with over 115,000 professionals across its global network and a recognized leader in audit and assurance.

“We are pleased to welcome BDO as Supermicro’s independent auditor,” said Charles Liang, President and CEO of Supermicro. “BDO is a highly respected accounting firm with global capabilities. This is an important next step to bring our financial statements current, an effort we are pursuing with both diligence and urgency.”

Additionally, the Company announced that it has submitted a compliance plan to The Nasdaq Stock Market (“Nasdaq”) to support its request for an extension of time to regain compliance with the Nasdaq continued listing requirements.

In its compliance plan to Nasdaq, the Company indicated that it believes that it will be able to complete its Annual Report on Form 10-K for the year ended June 30, 2024, and its Quarterly Report on 10-Q for the fiscal quarter ended September 30, 2024 and become current with its periodic reports within the discretionary period available to the Nasdaq staff to grant.

Pursuant to Nasdaq rules, Supermicro’s securities will remain listed pending Nasdaq’s review of the compliance plan.

Cautionary Statement Regarding Forward Looking Statements

Statements contained in this press release that are not historical in fact may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may relate, among other things, to steps taken to achieve compliance with the Nasdaq continuing listing requirements. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties, including, but not limited to, the outcome of Nasdaq’s review of the compliance plan, the Company’s and BDO’s ability to complete the audit necessary to file of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and the review procedures necessary to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, and those other factors are contained in the Company’s filings with the Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in such filings.

About Super Micro Computer, Inc.

Supermicro (Nasdaq: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first to market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge IT Infrastructure. We are a Total IT Solutions provider with server, AI, storage, IoT, switch systems, software, and support services. Supermicro's motherboard, power, and chassis design expertise further enable our development and production, enabling next generation innovation from cloud to edge for our global customers. Our products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands), leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions (air-conditioned, free air cooling or liquid cooling).

Supermicro, Server Building Block Solutions, and We Keep IT Green are trademarks and/or registered trademarks of Super Micro Computer, Inc.

Investor Relations Contact:

NMN Advisors

email: ir@supermicro.com

Source: Super Micro Computer, Inc.

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 18, 2024
Entity Registrant Name	SUPER MICRO COMPUTER, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33383
Entity Tax Identification Number	77-0353939
Entity Address, Address Line One	980 Rock Avenue
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	503-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SMCI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001375365
Amendment Flag	false