Current Report Filing (8-k)
June 15 2017 - 4:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 15, 2017
Date
of report (date of earliest event reported):
ADESTO
TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-37582
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16-1755067
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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3600 Peterson Way, Santa Clara 95054
(Address of principal executive offices) (Zip Code)
(408)
400-0578
(Registrants telephone number, including area code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☒
Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2017, Adesto Technologies Corporation (Adesto) entered into an underwriting agreement (the Underwriting Agreement)
with Needham & Company, LLC, as representative of the underwriters (the Underwriters), pursuant to which Adesto agreed to issue and sell an aggregate of 4,375,000 shares of its common stock (the Shares) to the
Underwriters (the Offering). The Shares will be sold to the Underwriters at the public offering price of $4.00 per share, less the underwriting discount. Pursuant to the Underwriting Agreement, Adesto has granted the Underwriters a
30-day
option to purchase up to an additional 625,000 shares of its common stock. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions,
termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The Offering is being made pursuant to the shelf registration statement on Form
S-3
(File No. 333- 217164) that was filed by Adesto with the Securities and Exchange Commission (SEC) on April 5, 2017 and declared effective by the SEC on May 4, 2017 and a related
prospectus supplement.
Adesto estimates that net proceeds from the Offering will be approximately $16.0 million, after deducting the underwriting
discount and estimated Offering expenses, and assuming no exercise of the Underwriters option to purchase additional shares. Adesto intends to use the net proceeds of the offering for general corporate purposes. Adesto expects the Offering to
close on June 20, 2017, subject to customary closing conditions.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form
8-K
as Exhibit 1.1 and is
incorporated herein by reference.
Item 8.01. Other Events.
In connection with the Offering, Adesto is filing the Underwriting Agreement, a legal opinion and consent as, respectively, Exhibit No. 1.1, Exhibit No. 5.1
and Exhibit No. 23.1 to this Form 8-K, each of which is incorporated by reference in its entirety into Adestos registration statement on Form S-3 (File No. 333-217164).
On June 15, 2017, Adesto issued a press release, announcing the pricing of the Offering. A copy of the press release is filed with this Current Report on
Form
8-K
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description of Exhibit
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1.1
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Underwriting Agreement dated June 15, 2017
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5.1
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Opinion of Fenwick & West LLP
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23.1
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Consent of Fenwick & West LLP (contained in Exhibit 5.1)
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99.1
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Press Release dated June 15, 2017
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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A
DESTO
T
ECHNOLOGIES
C
ORPORATION
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Date: June 15, 2017
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By:
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/s/ Ron Shelton
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Ron Shelton
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Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number
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Description of Exhibit
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1.1
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Underwriting Agreement dated June 15, 2017
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5.1
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Opinion of Fenwick & West LLP
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23.1
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Consent of Fenwick & West LLP (contained in Exhibit 5.1)
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99.1
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Press Release dated June 15, 2017
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