Business Context and Reporting Period
This Form 8-K Current Report was filed by QUALCOMM Incorporated on June 21, 2026. The report discloses a definitive agreement entered into on the same date to acquire Modular Inc ("Modular").
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. The primary financial disclosure relates to the consideration for the acquisition of Modular.
- Acquisition Consideration: Up to 19.2 million shares of QUALCOMM common stock to be issued to Modular equity owners.
- Transaction Type: Private placement relying on exemptions under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
Material Changes
The material change reported is the initiation of the acquisition of Modular Inc. The transaction is subject to customary closing conditions, including regulatory approvals. The filing does not provide comparative financial data against prior periods.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the potential benefits and timeline of the acquisition. Management highlights several risks and uncertainties, including:
- Uncertainty regarding the timing and ability to complete the acquisition.
- Potential impact on Modular's business relationships and employees.
- Risk that regulatory approvals may not be obtained or may be subject to unanticipated conditions.
- Possibility of closing purchase price adjustments affecting the number of shares issued.
- Unknown liabilities associated with the target company.
The company explicitly states it undertakes no obligation to update forward-looking statements.
Investor Verification Checklist
- Verify the final number of shares to be issued, as the 19.2 million figure is subject to closing purchase price adjustments.
- Monitor the status of required regulatory approvals and customary closing conditions.
- Review the definitive merger agreement for details on unknown liabilities and purchase price mechanisms.
- Assess the strategic fit and potential integration risks of Modular Inc. with QUALCOMM's existing operations.