Statement of Ownership (sc 13g)
February 13 2019 - 4:10PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(b)
Adesto Technologies Corporation
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of Securities)
00687D101
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☒ Rule
13d-1(b)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Nokomis Capital,
L.L.C.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,926,790
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,926,790
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,926,790
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
9.9% **
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12
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TYPE OF REPORTING
PERSON*
IA, OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Brett
Hendrickson
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S.
Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,926,790
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,926,790
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,926,790
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
9.9% **
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12
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TYPE OF REPORTING
PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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3
SCHEDULE 13G
This Schedule 13G (this Schedule 13G) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company
(Nokomis Capital), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Common Stock, par value $0.0001 per share (the Common Stock), of Adesto Technologies Corporation, a Delaware corporation (the
Issuer).
This Schedule 13G relates to Common Stock of the Issuer purchased by Nokomis Capital through the accounts of certain
private funds (collectively, the Nokomis Accounts). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 2,926,790 shares of Common Stock held by the Nokomis Accounts. As the
principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 2,926,790 shares of Common Stock held by the Nokomis Accounts.
Item 1(a)
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Name of Issuer.
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Adesto Technologies Corporation
Item 1(b)
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Address of Issuers Principal Executive Offices.
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3600 Peterson Way
Santa Clara,
CA 95054
Item 2(a)
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Name of Person Filing.
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Nokomis Capital, L.L.C. (Nokomis Capital) and Mr. Brett Hendrickson.
Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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2305 Cedar Springs Rd., Suite 420
Dallas, TX 75201
Item 2(c)
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Citizenship or Place of Organization.
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Nokomis Capital is a limited liability company organized under the laws of the State of Texas. Mr. Hendrickson is the principal of Nokomis
Capital and is a United States citizen.
4
Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $0.0001 per share (the Common Stock).
00687D101
If this statement is filed pursuant to Rule
13d-1(b),
or
13d-2(b),
check
whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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☒
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An investment advisor in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
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(j)
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☐
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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(a)
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Nokomis Capital and Mr. Hendrickson are the beneficial owners of 2,926,790 shares of Common Stock.
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(b)
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Nokomis Capital and Mr. Hendrickson are the beneficial owners of 9.9% of the outstanding Common Shares.
This percentage is determined by dividing 2,926,790 by 29,434,142, the number of shares of Common Stock issued and outstanding as of October 26, 2018, as calculated the Issuers Form
10-Q
filed on
November 9, 2018
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5
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(c)
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Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the
2,926,790 shares of Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 2,926,790 shares of Common Stock held by the Nokomis Accounts.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the
Parent Holding Company.
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Inapplicable.
Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
Item 9
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Notice of Dissolution of Group.
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Inapplicable.
By signing below each of the Reporting Persons certifies that, to the best of such persons knowledge and belief, the securities referred
to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
Joint Filing Agreement dated February 13, 2019, by and among Nokomis Capital and Mr. Hendrickson.
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 2019
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NOKOMIS CAPITAL, L.L.C.
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By:
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/s/ Brett Hendrickson
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Brett Hendrickson
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Manager
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/s/ Brett Hendrickson
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Brett Hendrickson
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7
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