ADESTO TECHNOLOGIES CORPORATION (NASDAQ:IOTS) Files An 8-K Entry into a Material Definitive Agreement

ADESTO TECHNOLOGIES CORPORATION (NASDAQ:IOTS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On July10, 2018, Adesto Technologies Corporation (“Adesto”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Needham& Company, LLC, as representatives of the several underwriters named therein (the “Underwriters”), to which Adesto agreed to issue and sell an aggregate of 6,700,000 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 $6.00 per share, less the underwriting discount. to the Underwriting Agreement, Adesto has granted the Underwriters a 30-day option to purchase up to an additional 1,005,000 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 “Act”). The Offering is being made to the shelf registration statement on FormS-3 (File No.333-224790), and each amendment thereto, which was initially filed by Adesto with the Securities and Exchange Commission (“SEC”) on May9, 2018 and declared effective by the SEC on June27, 2018 (the “Initial Registration Statement”), a registration statement on FormS-3 (File Number 333-226117) filed with the Commission to Rule462(b)under the Act (together with the Initial Registration Statement, the “Registration Statement”) and the prospectus supplements filed by Adesto with the Commission to Rule 424(b)(5) under the Act.

Adesto estimates that net proceeds from the Offering will be approximately $37.3 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 in part to finance its recently announced acquisition of Echelon Corporation. This offering is not contingent upon the consummation of the acquisition of Echelon Corporation. In the event that Adesto does not consummate the acquisition, Adesto intends to use the net proceeds from the offering for general corporate purposes, which may include other future acquisitions or investments in businesses, products or technologies that are complementary to Adesto. Adesto expects the Offering to close on July13, 2018, 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 Form8-K as Exhibit1.1 and is incorporated herein by reference.

A copy of the opinion and consent of Fenwick& West LLP, relating to the validity of the Shares in connection with the Offering, is filed with this Current Report on Form8-K as Exhibit5.1 and Exhibit 23.1, respectively.

Item 8.01. Other Events.

On July10, 2018, Adesto issued a press release, announcing the pricing of the Offering. A copy of the press release is filed with this Current Report on Form8-K as Exhibit99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


Forward-Looking Statements

This Current Report on Form8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the expected net proceeds from the Offering, the timing of completion of the Offering, expected use of proceeds and the time frame in which the acquisition will occur, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks identified in Adesto’s filings with the SEC, including those discussed in the section captioned “Risk Factors” contained in an exhibit to Adesto’s Current Report on Form8-K filed with the SEC on July9, 2018, the prospectus supplement related to the Offering, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect Adesto’s results of operations, which would, in turn, have a significant and adverse impact on Adesto’s stock price. Adesto cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Adesto undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

EX-1.1 2 a18-13098_7ex1d1.htm EX-1.1 Exhibit 1.1   6,…
To view the full exhibit click here


Adesto Technologies Corporation is a provider of application-specific and ultra-low power non-volatile memory products. The Company optimizes its non-volatile memory products for Internet of Things (IoT), applications, including current and next-generation Internet-connected devices in the consumer, industrial, medical and wearables markets. It operates in application-specific and feature-rich, ultra-low power non-volatile memory (NVM) products segment. It combines its non-volatile memory design capabilities with intellectual property and differentiated technology platforms to deliver products that manage the overall energy consumption of its customers’ systems and battery life. Its products feature embedded intelligence in a small form factor. It sells its products directly to original equipment manufacturers and original design manufacturers, respectively that manufacture products for its end customers.

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