Form 8-K - Current report
09 1월 2024 - 3:04AM
Edgar (US Regulatory)
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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): January 8, 2024
NuScale Power Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | | 001-39736 | | | 98-1588588 | |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
(Address of principal executive offices) | (Zip Code) |
12725 SW 66th Avenue, Suite 107
Portland, OR 97223
(971) 371-1592
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A common stock, $0.0001 par value per share | | SMR | | New York Stock Exchange |
Warrants to purchase Class A common stock | | SMR WS | | New York Stock Exchange |
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 2.05. Costs Associated with Exit or Disposal Activities
On January 5, 2024, NuScale Power Corporation (the “Company”) announced a restructuring plan (the “Plan”). The Plan includes a reduction of the Company’s current workforce by 154 full time employees which represents approximately 28 percent of full-time staff. The Plan was adopted to reduce the Company’s cost base and focus resources on key strategic areas.
The Company will record a charge of approximately $3 million in the first quarter of 2024 in connection with the Plan. These charges consist primarily of severance payments and related benefit costs.
A copy of the news release issued by the Company on January 8, 2024, announcing the Plan is furnished as Exhibit 99.1.
Item 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) NuScale has announced that effective January 5, 2024, that Julie Adelman, NuScale’s principal accounting officer, was released by the Company as part of the Plan described above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
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| NuScale Power Corporation |
| | |
Date: January 8, 2024 | By: | /s/ R. Ramsey Hamady |
| Name: | R. Ramsey Hamady |
| Title: | Chief Financial Officer |
NuScale Power Positions Company for Next Phase of Growth Steps Will Reduce Cost Base, Refocus Company Resources on Key Strategic Areas PORTLAND, Ore. – NuScale Power Corporation (NuScale or the Company) (NYSE: SMR), the industry-leading provider of proprietary and innovative advanced small modular reactor (SMR) nuclear technology, announced certain strategic actions to better position itself commercially, financially, and strategically. “Our U.S. Nuclear Regulatory-approved, industry-leading SMR technology is already many years ahead of the competition,” said John Hopkins, NuScale President and Chief Executive Officer. “Today, commercialization of our SMR technology is our key objective, which includes near-term deployment and manufacturing.” Currently, NuScale is taking steps to transition from R&D to commercialization and aims to focus resources in key strategic areas as part of its growth and to strengthen its position going forward. These strategic actions reinforce NuScale’s business as the leading SMR technology provider and align resources with core priorities, which include advancing revenue- generating projects, securing new orders and positioning NuScale towards long-term success. NuScale’s strategic actions are projected to result in approximately $50-60 million in annualized savings, which includes a workforce reduction of 154 full-time employees, representing approximately 28 percent of full-time staff. The Company anticipates first quarter severance costs to be approximately $3 million. Hopkins concluded, “We continue to invest in our future, including work needed for the near-term deployment of our SMR power plants powered by our 77 MWe NuScale Power Modules™.” NuScale remains the only technology provider and producer of small modular nuclear reactors that has obtained U.S. regulatory approval and is ready for commercial deployment. NuScale is years ahead of the competition with SMRs currently in production at a world-class, dedicated manufacturing facility. NuScale continues to be deeply committed to its mission of delivering safe, clean, and cost-effective nuclear energy solutions. About NuScale Power NuScale Power Corporation (NYSE: SMR) is the industry-leading provider of proprietary and innovative advanced small modular reactor (SMR) nuclear technology, with a mission to help power the global energy transition by delivering safe, scalable, and reliable carbon-free energy. The company’s groundbreaking SMR technology is powered by the NuScale Power Module™, a small, safe, pressurized water reactor that
can each generate 77 megawatts of electricity (MWe) or 250 megawatts thermal (gross), and can be scaled to meet customer needs through an array of flexible configurations up to 924 MWe (12 modules) of output. As the first and only SMR to have its design certified by the U.S. Nuclear Regulatory Commission, NuScale is well-positioned to serve diverse customers across the world by supplying nuclear energy for electrical generation, district heating, desalination, commercial-scale hydrogen production, and other process heat applications. Founded in 2007, NuScale is headquartered in Portland, Ore. To learn more, visit NuScale Power’s website or follow us on LinkedIn, Facebook, Instagram, X and YouTube. Forward Looking Statements This release may contain forward-looking statements (including without limitation statements to the effect that the Company or its management "will," "believes," "expects," “anticipates,” "plans" or other similar expressions). These forward-looking statements include statements relating to strategic and operational plans, capital deployment, future growth, new awards, backlog, earnings and the outlook for the company’s business. Actual results may differ materially as a result of a number of factors, including, among other things, the severity and duration of the COVID-19 pandemic and actions by governments, businesses and individuals in response to the pandemic, including the duration and severity of economic disruptions; the Company's failure to receive new contract awards; cost overruns, project delays or other problems arising from project execution activities, including the failure to meet cost and schedule estimates; intense competition in the industries in which we operate; failure of our partners to perform their obligations; cyber-security breaches; foreign economic and political uncertainties; client cancellations of, or scope adjustments to, existing contracts; failure to maintain safe worksites and international security risks; risks or uncertainties associated with events outside of our control, including weather conditions, pandemics, public health crises, political crises or other catastrophic events; the use of estimates and assumptions in preparing our financial statements; client delays or defaults in making payments; the failure of our suppliers, subcontractors and other third parties to adequately perform services under our contracts; uncertainties, restrictions and regulations impacting our government contracts; the inability to hire and retain qualified personnel; the potential impact of certain tax matters; possible information technology interruptions; the Company's ability to secure appropriate insurance; liabilities associated with the performance of nuclear services; foreign currency risks; the loss of one or a few clients that account for a significant portion of the Company's revenues; damage to our reputation; failure to adequately protect intellectual property rights; asset impairments;
climate change and related environmental issues; increasing scrutiny with respect to sustainability practices; the availability of credit and restrictions imposed by credit facilities for our clients, suppliers, subcontractors or other partners; failure to obtain favorable results in existing or future litigation and regulatory proceedings, dispute resolution proceedings or claims, including claims for additional costs; failure by us or our employees, agents or partners to comply with laws; new or changing legal requirements, including those relating to environmental, health and safety matters; failure to successfully implement our strategic and operational initiatives; risks related to provisions of our convertible preferred stock; and restrictions on possible transactions imposed by our charter documents and Delaware law. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, the Company’s results may differ materially from its expectations and projections. Additional information concerning these and other factors can be found in the Company's public periodic filings with the Securities and Exchange Commission, including the general economic conditions and other risks, uncertainties and factors (a) set forth in the section entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Company’s prospectus dated and filed with the U.S. Securities and Exchange Commission (“SEC”) on July 1, 2022, which is part of the registration statement on Form S-1 declared effective by the SEC on June 30, 2022, in the section entitled “Risk Factors,” (b) set forth in the section entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the Company’s annual report filed on Form 10-K filed with the SEC on March 15, 2023, and under similar headings in prior filings with the SEC, and (c) associated with companies like the Company that operate in the energy industry. The referenced SEC filings are available either publicly or upon request from NuScale's Investor Relations Department at ir@nuscalepower.com. The Company disclaims any intent or obligation other than as required by law to update its forward-looking statements in light of new information or future events. Media Contact Chuck Goodnight, Vice President of Sales, NuScale Power media@nuscalepower.com Investor Contact Scott Kozak, Director, Investor Relations, NuScale Power skozak@nuscalepower.com
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