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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 5, 2020

Date of Report (Date of earliest event reported)

EMCORE CORPORATION

Exact Name of Registrant as Specified in its Charter

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2015 W. Chestnut Street, Alhambra, California, 91803

Address of principal executive offices, including zip code

(626) 293-3400

Registrant’s telephone number, including area code

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 pursuant to Section 12(b) of the Act:

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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. ◻

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EXPLANATORY NOTE

On August 5, 2020, EMCORE Corporation (the “Company”) issued a press release and filed a Form 8-K (“Initial Form 8-K”) disclosing its financial results for its third fiscal quarter ended June 30, 2020. A copy of the press release was attached as Exhibit 99.1 to the Initial Form 8-K. Subsequent to that filing, the Company determined that in the Reconciliation of GAAP to Non-GAAP Financial Measures tables included in the Initial Form 8-K, in the Operating Profit table for the three months ended June 30, 2020: (i) Total adjustments should have been reported as $512,000 rather than $200,000; (ii) Non-GAAP Operating Profit should have been reported as $(701,000) rather than $(1.013) million; (iii) Non-GAAP Operating Margin should have been reported as -3% rather than -4%; (iv) Adjusted EBITDA should have been reported as $328,000 rather than $16,000; and (v) Adjusted EBITDA % should have been reported as 1% rather than 0%. As a result, the Company is filing this Form 8-K/A to furnish the Company’s condensed consolidated financial statements for its first fiscal quarter ended June 30, 2020, as revised to include the foregoing corrections. Other than these corrections, no other changes were made to the Company’s condensed consolidated financial statements attached to the Initial Form 8-K. The disclosure in Item 2.02 and the exhibit title in Item 9.01 in this Form 8-K/A refer to the corrected press release revised as described above.

Item 2.02          Results of Operations and Financial Condition.

On August 5, 2020, EMCORE Corporation (the “Registrant”) issued a press release disclosing its financial results for its third fiscal quarter ended June 30, 2020. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”).

The information in this Current Report, including Exhibit 99.1 hereto, shall not be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Exchange Act”), whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Furthermore, the information in this Current Report, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section.

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits

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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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