ADESTO TECHNOLOGIES CORPORATION (NASDAQ:IOTS) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On June15, 2017, Adesto Technologies Corporation (Adesto) entered
into an underwriting agreement (the Underwriting Agreement) with
Needham Company, LLC, as representative of the underwriters (the
Underwriters), 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. 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 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 April5, 2017 and
declared effective by the SEC on May4, 2017 and a related
prospectus supplement.
Adesto estimates
that net proceeds from the Offering will be approximately
$16.0million, 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 June20, 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.
Item8.01.
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 June15, 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.
Item9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit Number |
Description of Exhibit |
|
| 1.1 | Underwriting Agreement dated June15, 2017 | |
| 5.1 | Opinion of Fenwick West LLP | |
| 23.1 | Consent of Fenwick West LLP (contained in Exhibit 5.1) | |
| 99.1 | Press Release dated June15, 2017 |
About ADESTO TECHNOLOGIES CORPORATION (NASDAQ:IOTS)
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.