Item 1.01 Entry into a Material Definitive Agreement.

Indenture and Notes



On April 20, 2023, Enovix Corporation (the "Company") completed its previously
announced private offerings (collectively, the "Offerings") of $172.5 million
aggregate principal amount of 3.00% Convertible Senior Notes due 2028 (the
"Notes"), which includes the exercise in full of the initial purchasers' option
to purchase up to an additional $22.5 million principal amount of the Notes, and
$10.0 million principal amount of Notes (the "Affiliate Notes") issued to an
entity affiliated with Thurman John "T.J." Rodgers, the Company's Chairman (the
"Affiliated Investor"), in a concurrent private placement. The Notes were issued
pursuant to an indenture, dated April 20, 2023 (the "Indenture"), between the
Company and U.S. Bank Trust Company, National Association, as trustee. The Notes
are general unsecured obligations of the Company and will mature on May 1, 2028,
unless earlier converted, redeemed, or repurchased. Interest on the Notes will
accrue at a rate of 3.00% per year from April 20, 2023 and will be payable
semiannually in arrears on May 1 and November 1 of each year, beginning on
November 1, 2023. The Notes are convertible at the option of the holders at any
time prior to the close of business on the business day immediately preceding
February 1, 2028, only under the following conditions: (1) during any fiscal
quarter commencing after the fiscal quarter ending on October 1, 2023 (and only
during such fiscal quarter), if the last reported sale price of the Company's
common stock, par value $0.0001 per share (the "Common Stock"), for at least 20
trading days (whether or not consecutive) during a period of 30 consecutive
trading days ending on, and including, the last trading day of the immediately
preceding fiscal quarter is greater than or equal to 130% of the conversion
price for the Notes on each applicable trading day; (2) during the five business
day period after any ten consecutive trading day period (the "Measurement
Period") in which the trading price (as defined in the Indenture) per $1,000
principal amount of the Notes for each trading day of the Measurement Period was
less than 98% of the product of the last reported sale price of the Common Stock
and the conversion rate for the Notes on each such trading day; (3) if the
Company calls such Notes for redemption, at any time prior to the close of
business on the scheduled trading day immediately preceding the redemption date,
but only with respect to the Notes called (or deemed called) for redemption; or
(4) upon the occurrence of specified corporate events as set forth in the
Indenture. On or after February 1, 2028, until the close of business on the
second scheduled trading day immediately preceding the maturity date, holders of
the Notes may convert all or any portion of their Notes at any time, in integral
multiples of $1,000 principal amount, at the option of the holder regardless of
the foregoing conditions. Upon conversion, the Company may satisfy its
conversion obligation by paying or delivering, as the case may be, cash, shares
of Common Stock or a combination of cash and shares of Common Stock, at the
Company's election, in the manner and subject to the terms and conditions
provided in the Indenture.

The conversion rate for the Notes will initially be 64.0800 shares of Common
Stock per $1,000 principal amount of Notes, which is equivalent to an initial
conversion price of approximately $15.61 per share of Common Stock. The initial
conversion price of the Notes represents a premium of approximately 15% above
the last reported sale price of the Common Stock on The Nasdaq Global Select
Market on April 17, 2023. The conversion rate for the Notes is subject to
adjustment in some events in accordance with the terms of the Indenture but will
not be adjusted for any accrued and unpaid interest. In addition, following
certain corporate events that occur prior to the maturity date of the Notes or
if the Company delivers a notice of redemption in respect of the Notes, the
Company will, under certain circumstances, increase the conversion rate of the
Notes for a holder who elects to convert its Notes in connection with such a
corporate event or convert its Notes called (or deemed called) for redemption in
connection with such notice of redemption, as the case may be.

The Company may not redeem the Notes prior to May 6, 2026. The Company may
redeem for cash all or any portion of the Notes (subject to certain limitations
described in the Indenture), at its option, on or after May 6, 2026, if the
"liquidity condition" (as defined in the Indenture) is satisfied and the last
reported sale price of the Common Stock has been at least 130% of the conversion
price for the Notes then in effect for at least 20 trading days (whether or not
consecutive) during any 30 consecutive trading day period (including the last
trading day of such period) ending on, and including, the trading day
immediately preceding the date on which the Company provides notice of
redemption at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date. If the Company redeems less than all the
outstanding Notes, at least $100.0 million aggregate principal amount of Notes
must be outstanding and not subject to redemption as of, and after giving effect
to, delivery of the relevant notice of redemption. No sinking fund is provided
for the Notes.

If the Company undergoes a fundamental change (as defined in the Indenture),
then, subject to certain conditions and except as described in the Indenture,
holders may require the Company to repurchase for cash all or any portion of
their Notes at a fundamental change repurchase price equal to 100% of the
. . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.



The Company offered and sold the Notes to the initial purchasers and the
Affiliated Investor in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"). The Notes (other than the Affiliate Notes) were resold by the initial
purchasers to persons reasonably believed to be qualified institutional buyers
pursuant to the exemption from registration provided by Section 4(a)(2) and Rule
144A under the Securities Act. The Company relied on these exemptions from
registration based in part on representations made by the initial purchasers in
the purchase agreement dated April 17, 2023 by and among the Company and the
representative of the initial purchasers, as amended, and the representations
made by the Affiliated Investor in a subscription agreement dated April 17, 2023
by and among the Company and the Affiliated Investor.

The Notes and the shares of Common Stock issuable upon conversion of the Notes,
if any, have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements.

To the extent that any shares of Common Stock are issued upon conversion of the
Notes, they will be issued in transactions anticipated to be exempt from
registration under the Securities Act by virtue of Section 3(a)(9) thereof
because no commission or other remuneration is expected to be paid in connection
with conversion of the Notes and any resulting issuance of shares of Common
Stock. Initially, a maximum of 12,711,852 shares of the Company's Common Stock
may be issued upon conversion of the Notes based on the initial maximum
conversion rate of 73.6919 shares of Common Stock per $1,000 principal amount of
Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01 Other Events.

On April 17, 2023, the Company issued a press release announcing the proposed Offering and Concurrent Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements



This Current Report on Form 8-K contains forward-looking statements including
statements concerning the Offerings of the Notes and the capped call
transactions and the anticipated use of proceeds from the Offerings. The words
"believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "seek," "plan," "project," "target," "looking ahead," "look to," "move
into," and similar expressions are intended to identify forward-looking
statements. Forward-looking statements represent the Company's current beliefs,
estimates and assumptions only as of the date of this Current Report on Form 8-K
and information contained in this Current Report on Form 8-K should not be
relied upon as representing the Company's estimates as of any subsequent date.
These forward-looking statements are subject to risks, uncertainties, and
assumptions. If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. Risks include, but are not limited to market risks,
trends and conditions. These risks are not exhaustive. Further information on
these and other risks that could affect the Company's results is included in its
filings with the Securities and Exchange Commission ("SEC"), including its
Annual Report on Form 10-K for the fiscal year ended January 1, 2023, and the
future reports that it may file from time to time with the SEC. The Company
assumes no obligation to, and does not currently intend to, update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.                Description
  4.1                        Indenture, dated as of April 20, 2023, by and

between Enovix Corporation


                           and U.S. Bank Trust Company, National

Association, as Trustee


  4.2                        Form of Global Note, representing Enovix

Corporation's 3.00% Convertible


                           Senior Notes due 2028 (included as Exhibit A to the Indenture filed as
                           Exhibit 4.1)
  10.1                       Form of Confirmation for Capped Call Transactions
  99.1                       Press release titled "Enovix Announces

Proposed $150 Million Offering of


                           Convertible Senior Notes Due 2028", dated April 17, 2023
104                        Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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