Transphorm, Inc. - FORM 8-K/A - March 25, 2020

Attached files

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EX-99.1 - EX-99.1 - Transphorm, Inc.exhibit991-auditedfina.htm
EX-99 - EX-99 - Transphorm, Inc.exhibit992-unauditedfi.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2020

Transphorm, Inc.
(Exact name of registrant as specified in its charter)

Delaware000-5583282-1858829
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
75 Castilian Drive
Goleta, CA 93117
(Address of principal executive offices, including zip code)
(805) 456-1300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


EXPLANATORY NOTE
On February 14, 2020, Transphorm, Inc. (f/k/a Peninsula Acquisition Corporation) (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission (the “SEC”) disclosing the consummation, on February 12, 2020, of a merger between Transphorm Technology, Inc. (f/k/a Transphorm, Inc.), a privately held Delaware corporation (“Transphorm Technology”) and Peninsula Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company. Pursuant to this transaction (the “Merger”), Transphorm Technology became a wholly-owned subsidiary of the Company. Following the effective time of the Merger, the Company’s predecessor, Peninsula Acquisition Corporation, adopted Transphorm Technology’s former company name, “Transphorm, Inc.,” and has been continuing the existing business operations of Transphorm Technology.
The Company is filing this Current Report on Form 8-K/A (the “Form 8-K/A”) to amend Exhibits 99.1 and 99.2 of Item 9.01 of the Original Form 8-K filed on February 14, 2020 to update and refile:
(a) the “Audited financial statements as of and for the years ended December 31, 2018 and 2017” originally filed as Exhibit 99.1 to the Original Form 8-K, to add (i) a reference to Note 1 on the consolidated balance sheets relating to the Company's Convertible Preferred Stock which was retroactively restated as a result of the Merger and (ii) a paragraph that the Company evaluated subsequent events through the date of the filing of the Original Form 8-K; and
(b) the “Unaudited financial statements as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018” originally filed as Exhibit 99.2 to the Original Form 8-K to add a reference to Note 1 on the consolidated balance sheets relating to the Company's Convertible Preferred Stock which was retroactively restated as a result of the Merger.
No other changes have been made to the Original Form 8-K.
References to the exhibits other than Exhibit 99.1 and Exhibit 99.2 in this Form 8-K/A are references to the exhibits filed with the Original Form 8-K. This Form 8-K/A should be read in conjunction with the Original Form 8-K and with our filings with the SEC subsequent to the Original Form 8-K. The Form 8-K/A speaks as of the filing date of the Original Form 8-K, and we have not updated the disclosures contained therein or herein to reflect any events which occurred at a date subsequent to the filing of the Original Form 8-K. Defined terms not otherwise defined herein shall have the meaning ascribed to such terms in the Original Form 8-K, except that all references to the “Report” shall now refer to the Original Form 8-K, as amended by this Form 8-K/A.
1

Item 9.01 Financial Statements and Exhibits.
        (a) Exhibits.
Exhibit Index
Exhibit NumberExhibit Description
2.1 ‡^
3.1 ^
3.2 ^
3.3 ^
3.4 ^
4.1 *^
4.2 ^
10.1.1 *^
10.1.2 *^
10.2 *^
10.3.1 #^
10.3.2 #^
10.4.1 #^
10.4.2 #^
10.5 #^
10.6 ^
10.7 *^
10.8 #^
10.9 #^
10.10 #^
10.11.1 †^
10.11.2 †^
10.11.3 †^
10.11.4 ^
10.11.5 †^
10.12.1 †^
10.12.2 †^
10.13.1 †^
10.13.2 ^
2

Exhibit NumberExhibit Description
10.14.1 †^
10.14.2 †^
10.14.3 ^
10.15.1 †^
10.15.2 †^
10.15.3 ^
10.16.1^
10.16.2 ^
10.17.1 ^
10.17.2 ^
10.17.3 ^
10.17.4 ^
10.18 ^
10.19 ^
10.20.1 *^
10.20.2 ^
10.20.3 ^
10.21.1 *^
10.21.2 ^
10.21.3 ^
10.22.1 ^
10.22.2 ^
10.22.3 ^
10.22.4 ^
10.22.5 ^
10.23.1 *^
3

Exhibit NumberExhibit Description
10.23.2 ^
10.23.3 ^
10.24.1 †^
10.24.2 †^
10.25 †^
10.26 ^
10.27 ^
10.28 ^
16.1 ^
99.1
99.2
99.3 ^
‡ Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the SEC on a confidential basis upon request.
^ Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 14, 2020.
* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the SEC on a confidential basis upon request.
# Indicates management contract or compensatory plan.
† Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

4

Signature
        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Transphorm, Inc.
Dated: March 25, 2020By:/s/ Mario Rivas
Mario Rivas
Chief Executive Officer


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