Adesto Technologies Corporation (NASDAQ:IOTS) Files An 8-K Submission of Matters to a Vote of Security Holders

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Adesto Technologies Corporation (NASDAQ:IOTS) Files An 8-K Submission of Matters to a Vote of Security Holders

Adesto Technologies Corporation (NASDAQ:IOTS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 5, 2020, Adesto Technologies Corporation (the “Company”) held a virtual special meeting of stockholders (the “Special Meeting”) exclusively online via live webcast. Holders of the Company’s common stock, $0.0001 par value per share (“Common Stock”), were entitled to one vote for each share held as of the close of business on March 25, 2020 (the “Record Date”). Present at the Special Meeting or represented by proxy were holders of 18,349,477 shares of Common Stock representing a total of 18,349,477 votes, or more than 59.5% of the eligible votes as of the Record Date, constituting a quorum.

At the Special Meeting, the stockholders of the Company voted on the following proposals: (i) to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of February 20, 2020, by and among the Company, Dialog Semiconductor plc, a company incorporated in England and Wales (“Dialog”), and Azara Acquisition Corp., a Delaware corporation and wholly owned direct or indirect subsidiary of Dialog (such proposal, “Proposal 1”) and (ii) to approve the adjournment of the Special Meeting to a later date or dates to (a) solicit additional proxies if (A) the Company’s board of directors determines that there are insufficient shares of the Company’s Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting, to the extent necessary to obtain such a quorum, or (B) the Company has not received proxies sufficient to approve the adoption of the Merger Agreement at the Special Meeting, (b) give holders of the Company’s Common Stock additional time to evaluate any supplement or amendment to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2020 (the “Proxy Statement”) or (c) otherwise comply with applicable law (such proposal, “Proposal 2”). Each of these proposals is described in more detail in the Proxy Statement. The final voting results for each of the proposals are detailed below:

Proposal 1. The Company’s stockholders approved Proposal 1. The final voting results were as follows:

Proposal 2. There being a quorum present and sufficient votes in favor of Proposal 1, the stockholders were not asked to vote with respect to Proposal 2.

Item 8.01.  Other Events.

On April 8, 2020, the Company and Dialog submitted a joint voluntary notice for review by the Committee on Foreign Investment in the United States (“CFIUS”), which CFIUS accepted for review by letter dated May 5, 2020.  In that letter, CFIUS confirmed that May 5, 2020 is the first day of the initial 45-day review period.  The consummation of the merger to the Merger Agreement remains subject to the receipt of CFIUS clearance, as well as other customary closing conditions.  Subject to satisfaction of those conditions, the Company currently expects the merger to close in the third calendar quarter of 2020.

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.