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Get filing alertsQualcomm to acquire AI software firm Modular for up to 19.2M shares
Filed June 24, 2026 · Period ending June 21, 2026 · ~1 min read
Key Changes
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Qualcomm signed definitive agreement to acquire Modular Inc, an AI software company, for up to 19.2 million QCOM shares issued to Modular equity owners in private placement
Item 3.02 verify on EDGAR → -
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Shares issued under Section 4(a)(2) and Regulation D Rule 506 exemption, making them restricted securities with resale limitations and avoiding registered offering requirements
Item 3.02 verify on EDGAR → -
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Transaction subject to regulatory approvals and closing conditions; final share count may adjust based on purchase price adjustments and unknown liabilities
Item 3.02 verify on EDGAR →
Summary
Qualcomm announced a definitive agreement to acquire Modular Inc, an AI software company, paying up to 19.2 million QCOM shares to Modular's equity owners. At current trading levels, this represents roughly dilution to existing shareholders. The deal structure uses a private placement exempt from SEC registration, meaning the shares will be restricted securities with resale limitations.
The acquisition expands Qualcomm's AI software capabilities as the company positions itself in the growing AI infrastructure market. The transaction remains subject to regulatory approvals and customary closing conditions. Qualcomm disclosed standard acquisition risks including timing uncertainty, potential purchase price adjustments that could change the final share count, and unknown liabilities. The company did not disclose Modular's financials or provide a timeline for closing.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the closing of the Acquisition, which is subject to customary closing conditions, the issuance and sale of the shares of Company common stock will be made in a private placement undertaken in reliance on the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a) (2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
The shares will be issued in a private placement exempt from SEC registration requirements under Section 4(a)(2) and Regulation D Rule 506. This means the shares will be restricted securities subject to resale limitations, and the transaction avoids the time and disclosure requirements of a registered offering.
Added in current filing · verify on EDGAR →
uncertainties as to the timing to complete the Acquisition; the ability to complete the Acquisition; the effect of the announcement of the Acquisition and the Acquisition on Modular’s business relationships and employees; the ability to satisfy or waive the conditions to the Acquisition on the proposed terms and schedule, including the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties; the ability to achieve the potential benefits of the Acquisition within the expected timeline; closing purchase price adjustments, including which may impact the number of shares issuable pursuant to the Acquisition; unknown liabilities
QUALCOMM disclosed standard acquisition risks including timing uncertainty, regulatory approval risks, potential impact on Modular's business relationships, purchase price adjustments that could change the share count, and unknown liabilities. The filing notes the final share count of up to 19.2 million could be adjusted at closing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 27, 2026 · How we verify