7 July 2023
Transphorm announces commencement of rights offering
Transphorm Inc of Goleta, near Santa Barbara, CA, USA — which designs and manufactures JEDEC- and AEC-Q101-qualified gallium nitride (GaN) field-effect transistors (FETs) for high-voltage power conversion —has commenced its rights offering (announced on 16 June). If the rights offering is fully subscribed, the firm will receive gross proceeds of $15m, minus expenses related to the rights offering. Transphorm intends to use the net proceeds for working capital and other general corporate purposes.
Under the terms of the rights offering, the firm is distributing to all holders of record of its common stock, par value $0.0001 (as of 5pm Eastern Daylight Time) on 26 June, one non-transferable subscription right for each share of common stock held as of the record date. Each subscription right carries with it (i) a basic subscription right, which entitles the holder to purchase 0.07655623 of a share and (ii) an over-subscription privilege, which entitles a holder that has exercised its basic subscription right in full to subscribe for additional shares that are offered in the rights offering, to the extent other holders have not exercised their basic subscription rights in full. The subscription price is $3.30 per whole share, payable in cash. Transphorm will not issue fractional shares of common stock. If, pursuant to a stockholder’s exercise of their subscription rights, the number of shares that such stockholder would be entitled to receive would result in receipt of a fractional share, the aggregate number of shares the stockholder is entitled to purchase will be rounded up to the nearest whole number. The subscription price must be paid for each whole share that is purchased.
The subscription period for the rights offering will terminate at 5pm Eastern Daylight Time on 21 July, unless extended by the firm prior to the expiration time. The subscription rights may be exercised at any time during the subscription period and will expire if they are not exercised by the expiration time.
KKR Phorm Investors L.P., which beneficially owned about 38.52% of the common stock outstanding as of the record date, has indicated an intent to exercise its basic subscription rights in full. In addition, the firm’s directors and executive officers, who together beneficially owned about 2.55% of the common stock outstanding as of the record date, and certain other stockholders that each beneficially owned more than 5% of the common stock, have indicated an intent to participate in the rights offering.
The shares to be issued upon exercise of the rights will be listed for trading on the Nasdaq Capital Market under the symbol ‘TGAN’. The rights are non-transferable, and the firm will not be listing the rights on Nasdaq or any other national securities exchange.