UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
EMCORE Corporation
(Name
of Issuer)
Common Stock, no par value
(Title of Class of Securities)
290846203
(CUSIP Number)
BRADLEY L. RADOFF
2727 Kirby Drive
Unit 29L
Houston, Texas 77098
RYAN NEBEL
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
August 17, 2023
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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NAME OF REPORTING PERSON |
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The Radoff Family Foundation |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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TEXAS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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435,143 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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435,143 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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435,143 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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TYPE OF REPORTING PERSON |
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CO |
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NAME OF REPORTING PERSON |
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Bradley L. Radoff |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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PF, AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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5,795,143 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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5,795,143 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,795,143 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.9% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to
the Common Stock, no par value (the “Shares”), of EMCORE Corporation, a New Jersey corporation (the “Issuer”).
The address of the principal executive office of the Issuer is 2015 W. Chestnut Street, Alhambra, California 91803.
| Item 2. | Identity and Background. |
(a) This
statement is filed by:
| (i) | The Radoff Family Foundation, a Texas non-profit corporation (the “Radoff Foundation”), with
respect to the Shares directly and beneficially owned by it; and |
| (ii) | Bradley L. Radoff, with respect to the Shares directly and beneficially owned by him and as a director
of the Radoff Foundation. |
Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons
is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing
a joint Schedule 13D.
(b) The
principal business address of each of the Reporting Persons is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098.
(c) The
principal business of the Radoff Foundation is serving charitable purposes. The principal occupation of Mr. Radoff is serving as a private
investor.
(d) No
Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr.
Radoff is a citizen of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by the
Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business). The aggregate purchase price of the 435,143 Shares directly owned by the Radoff Foundation is approximately
$413,915, including brokerage commissions
The Shares directly owned
by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business). The aggregate purchase price of the 5,360,000 Shares directly owned by Mr. Radoff is approximately $3,800,736, including
brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and
the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase
or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons believe
that, given the Issuer’s approximately 128%1
share increase (driven by two share issuances) and 83%2
decline in share price over the past year, as well as apparent widespread
shareholder dissatisfaction, the Issuer would benefit significantly from a meaningfully refreshed board of directors (the “Board”)
with new independent directors who possess the necessary skillsets to remedy the ongoing value destruction at the Issuer. In the Reporting
Persons’ view, such refresh should occur quickly with shareholder input and prior to the Issuer’s next annual meeting, at
which Chair of the Board Stephen L. Domenik is required to step down as a director under the Issuer’s Bylaws and Corporate Governance
Guidelines. The Reporting Persons urge the Issuer to refrain from taking any further dilutive actions or engaging in any acquisitions
or financings until shareholders, the true owners of the Issuer, have had an opportunity to provide their input on the composition of
the Board. The Reporting Persons believe there is significant value to be unlocked at the Issuer and are available and ready to engage
directly with the Board to assist in the refreshment process.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed
herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in communications with management and the Board, engaging in discussions with shareholders of the Issuer or third parties, including
potential acquirers and service providers about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer
concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole
or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or
all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their
intention with respect to any and all matters referred to in Item 4.
1 Based on 37,549,905 Shares outstanding as of August 5, 2022, as disclosed
in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2022 and 85,704,987
Shares, consisting of (i) 73,804,978 Shares outstanding as of August 22, 2023, which is the total number of Shares outstanding immediately
after the Issuer’s most recent offering, as reported in the Issuer’s Prospectus Supplement on Form 424B5, filed with the Securities
and Exchange Commission on August 17, 2023 plus (ii) the 11,900,000 Shares underlying the pre-funded warrants issued in connection with
the most recent offering.
2 Based on a closing price of $3.40 per share on August 5, 2022 and a closing price of $0.59 per share as of August 23, 2023.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage
of Shares reported owned by each person named herein is based upon 73,804,978 Shares outstanding as of August 22, 2023, which is the total
number of Shares outstanding immediately after the Issuer’s most recent offering (the “Offering”), as reported in the
Issuer’s Prospectus Supplement on Form 424B5, filed with the Securities and Exchange Commission on August 17, 2023. The Issuer issued
a press release on August 22, 2023 announcing the closing of the Offering.
| (a) | As of the date hereof, the Radoff Foundation beneficially owns directly 435,143 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 435,143
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 435,143
4. Shared power to dispose or direct the disposition: 0 |
| (a) | As of the date hereof, Mr. Radoff beneficially owns directly 5,360,000 Shares. As a director of the Radoff
Foundation, Mr. Radoff may be deemed to beneficially own the 435,143 Shares owned by the Radoff Foundation. |
Percentage: Approximately
7.9%
| (b) | 1. Sole power to vote or direct vote: 5,795,143
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,795,143
4. Shared power to dispose or direct the disposition: 0 |
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial
owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the
Shares that he or it does not directly own.
| (c) | Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons
during the past 60 days. All of such transactions were effected in the open market unless otherwise noted therein. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On August 24, 2023, the Reporting
Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein,
there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement, dated August 24, 2023. |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 24, 2023
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The Radoff Family Foundation |
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By: |
/s/ Bradley L. Radoff |
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Name: |
Bradley L. Radoff |
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Title: |
Director |
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/s/ Bradley L. Radoff |
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Bradley L. Radoff |
SCHEDULE A
Directors and Officers of The Radoff Family
Foundation
Name and Position |
Principal Occupation |
Principal Business
Address |
Citizenship |
Bradley L. Radoff
Director* |
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Rose Radoff
Director and Secretary |
Director and Secretary |
2727 Kirby Drive, Unit 29L,
Houston, Texas 77098 |
United States |
Russell Radoff
Director |
Medical Doctor |
Medical Clinic of Houston, L.L.P.
1701 Sunset Boulevard
Houston, Texas 77005 |
United States |
* Mr. Radoff is a Reporting Person
and, as such, the information with respect to Mr. Radoff called for by the Schedule 13D is set forth therein.
SCHEDULE B
Transactions in the Securities of the
Issuer During the Past Sixty (60) Days
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase/Sale |
BRADLEY L. RADOFF
Sale of Common Stock |
(5,591) |
0.7201 |
08/09/2023 |
Purchase of Common Stock |
10,000 |
0.8244 |
08/10/2023 |
Purchase of Common Stock |
990,000 |
0.4768 |
08/17/2023 |
Purchase of Common Stock |
1,725,000 |
0.5000 |
08/17/2023 |
Purchase of Common Stock |
150,000 |
0.4890 |
08/18/2023 |
Purchase of Common Stock |
25,000 |
0.4725 |
08/21/2023 |
Purchase of Common Stock |
200,000 |
0.4788 |
08/22/2023 |
Purchase of Common Stock |
50,000 |
0.5242 |
08/23/2023 |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the
Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement
on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, no par value, of EMCORE Corporation,
a New Jersey corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: August 24, 2023
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The Radoff Family Foundation |
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By: |
/s/ Bradley L. Radoff |
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Name: |
Bradley L. Radoff |
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Title: |
Director |
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/s/ Bradley L. Radoff |
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Bradley L. Radoff |
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