QUALCOMM Incorporated agreed on June 21, 2026 to acquire Modular Inc for up to 19.2 million shares of QUALCOMM common st

On June 21, 2026, QUALCOMM Incorporated entered into a definitive agreement to acquire all equity interests in Modular Inc. As the sole consideration for this acquisition, QUALCOMM will issue up to 19.2 million shares of its common stock to the equity owners of Modular. The shares will be distributed among Modular's existing equity holders according to their ownership stakes at the time of closing.

The stock issuance will occur at the closing of the acquisition transaction, which remains subject to customary closing conditions including regulatory approvals. QUALCOMM is relying on exemptions from Securities Act registration, specifically Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D, to complete the private placement. This exemption applies because the shares are being sold to Modular's existing equity owners rather than to the general public.

The filing identifies several material risks to completion. The actual number of shares issued may be adjusted at closing based on closing purchase price adjustments and unknown liabilities discovered during the acquisition process. Regulatory approval remains uncertain and could be conditioned on terms not currently anticipated by the parties. The announcement of the acquisition may negatively impact Modular's business relationships and employee retention. The timing of closing is uncertain, and there is no assurance the parties will be able to satisfy all conditions to closing on the proposed terms and schedule.