19 June 2023
Transphorm announces rights offering to raise $15m
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 — says that the independent Financing Committee of its board of directors has approved a rights offering available to all holders of record of the firm’s common stock, par value $0.0001 as of 5pm Eastern Daylight Time on 26 June.
If the rights offering is fully subscribed, the firm expects to raise up to $15m, to be used for working capital and general corporate purposes. It is also pursuing conventional asset-based debt financing initiatives that, if consummated. Collectively, this provide working capital well into its fiscal 2025.
Transphorm says that, with the enhanced momentum in gallium nitride power semiconductors, as evidenced by recent market activities, in its fiscal second quarter it also intends to initiate a strategic review of opportunities to enhance stockholder value. The firm’s strategic plans are not yet finalized and are subject to market conditions and other uncertainties.
The rights offering will be made through the distribution to all holders of record of common stock (as of the record date) of non-transferable subscription rights to purchase a fraction of a share, at a ratio to be determined, for every one right held at a subscription price to be determined prior to the commencement of the rights offering. Stockholders may exercise their rights at any time during the subscription period, which is currently expected to commence as soon as reasonably practicable after the record date and expire no less than 16 days thereafter.
The rights offering will include an over-subscription right to permit each rights holder that exercises its basic subscription right in full to purchase additional shares of common stock (if any) that remain unsubscribed at the expiration of the rights offering. The availability of the over-subscription right will be subject to certain terms and restrictions to be set forth in the prospectus supplement for the rights offering. If the total subscriptions (basic subscriptions plus over-subscriptions) exceed the number of shares offered in the rights offering, then the total over-subscription amount will be pro-rated among the holders exercising their respective over-subscription rights based on the basic subscription amounts of such holders.
The subscription rights are non-transferable and will not be listed for trading on The Nasdaq Stock Market LLC or any other stock exchange. The subscription rights may not be purchased or sold, and there will not be any market for trading the rights. The shares of common stock to be issued pursuant to the rights offering will be listed for trading on The Nasdaq Stock Market LLC under the symbol ‘TGAN’.