As filed with the Securities and Exchange Commission on June 26, 2018
Registration No. 333-224790
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADESTO TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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16-1755067
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3600 Peterson Way, Santa Clara, CA 95054
(408) 400-0578
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Narbeh Derhacobian
President and Chief Executive Officer
Adesto Technologies Corporation
3600 Peterson Way, Santa Clara, CA, 95054
(408) 400-0578
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark A. Leahy, Esq.
William L. Hughes, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
Approximate date of commencement of proposed sale to the public
: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering:
o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I. D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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x
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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 7(a)(2)(B) of the Securities Act.
x
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities
to be Registered (1)
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Amount to be
Registered (1)(2)
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Proposed Maximum
Offering Price Per
Share (3)
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Proposed Maximum
Aggregate Offering
Price(3)
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Amount of
Registration Fee (4)(5)
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Common stock, par value $0.0001 per share
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Total
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$
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40,000,000
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$
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4,980.00
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(1)
There is being registered hereunder an indeterminate number of shares of common stock, as may be sold from time to time by the Registrant. In no event will the aggregate offering price of all shares of common stock issued by the Registrant pursuant to this registration statement exceed $40,000,000.
(2)
Pursuant to Rule 416(a), this registration statement also covers any additional common stock that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
(3)
The proposed maximum offering price per share and proposed maximum aggregate offering price for the commons stock of the Registrant will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder.
(4)
Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
(5) Registration fee previously paid.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.