Transphorm, Inc. (NASDAQ:TGAN) (“Transphorm” or the “Company”) announced today that it has commenced its previously-announced rights offering. If the rights offering is fully subscribed, the Company will receive gross proceeds of $15 million, less expenses related to the rights offering. The Company intends to use the net proceeds from the rights offering for working capital and other general corporate purposes.
Under the terms of the rights offering, the Company is distributing to all holders of record of its common stock, par value $0.0001 (the “Common Stock”), as of 5:00 p.m., Eastern Daylight Time, on June 26, 2023 (the “Record Date”), 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 of Common Stock and (ii) an over-subscription privilege, which entitles a holder that has exercised its basic subscription right in full to subscribe for additional shares of Common Stock 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 of Common Stock (the “Subscription Price”), payable in cash. The Company will not issue fractional shares of Common Stock. If, pursuant to a stockholder’s exercise of their subscription rights, the number of shares of Common Stock that such stockholder would be entitled to receive would result in receipt of a fractional share, the aggregate number of shares of Common Stock 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 of Common Stock that is purchased.
The subscription period for the rights offering commences today and will terminate at 5 p.m., Eastern Daylight Time, on July 21, 2023 (the “Expiration Time”), unless extended by the Company 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 approximately 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 Company’s directors and executive officers, who together beneficially owned approximately 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 outstanding as of the Record Date, have indicated an intent to participate in the rights offering. These indications are non-binding and there can be no assurances to what extent, if any, KKR Phorm Investors L.P., our directors, our executive officers or these other stockholders will choose to participate in the rights offering.
The shares of Common Stock to be issued upon exercise of the rights will be listed for trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “TGAN.” The rights are non-transferable, and the Company will not be listing the rights on Nasdaq or any other national securities exchange.
Neither the Company nor its Board of Directors has made or will make any recommendation to holders regarding the exercise of rights. Holders should make an independent investment decision about whether or not to exercise their rights based on their own assessment of the Company’s business and the rights offering and their personal investment objectives, tolerance for risk and financial situation.
