TGAN / Transphorm, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d888073dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated November 14, 2024 in connection with their beneficial ownership of Transphorm, Inc. Each of Columbia Seligman Technology and Information Fund and Columbia Management Investment Advisers, LLC authorizes Amer

TGAN / Transphorm, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d888073dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #4 Under the Securities and Exchange Act of 1934 Transphorm Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89386L100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

to Schedule 13G

EX-99.I 2 d888073dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-41295 TRANSPHORM, INC. (Exact name of registrant as specified in its cha

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

SECOND AMENDED AND RESTATED BYLAWS TRANSPHORM, INC. (A DELAWARE CORPORATION) ARTICLE I

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF TRANSPHORM, INC. (A DELAWARE CORPORATION) ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place (if any) within or without the State of Delaware as may be determined from time to time by the Board of Directors of the corporation (the “Board of Directors”) or, if not determined by the Board of Directo

TGAN / Transphorm, Inc. / KKR Phorm Investors L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Transphorm, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 89386L100 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York 10001 Telephone: (212) 750-8300 (Name, A

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 TRANSPHORM, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41295 82-1858829 (State or other jurisdiction of incorporation) (Commission File Number)

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TRANSPHORM, INC.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSPHORM, INC. FIRST: The name of the corporation is Transphorm, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, DE 19808, New Castle County. The name of the registered agent at such address is Corporation Service Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 (State or other jurisdiction of incorporation) (Commission File Number) 75 Castilian Drive Goleta, CA 93117 (Address of principal executive offices)(Zip Code) Cameron McAulay Chief Financial Officer

TRANSPHORM, INC. Conflict Minerals Report For The Year Ended December 31, 2023

Exhibit 1.01 TRANSPHORM, INC. Conflict Minerals Report For The Year Ended December 31, 2023 This Conflict Minerals Report (this “CMR”) of Transphorm, Inc. (the “Company,” “Transphorm,” “we” or “us”) for the year ended December 31, 2023 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule imposes certain reporting obligations on U.S. Securities and

PROSPECTUS Transphorm, Inc. 1,069,272 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278957 PROSPECTUS Transphorm, Inc. 1,069,272 Shares of Common Stock This prospectus relates to the possible resale by the selling stockholders identified herein, from time to time in one or more offerings, of up to 1,069,272 shares of our common stock issuable upon the exercise of warrants issued to the selling stockholders on December 21, 2023

May 1, 2024

May 1, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Erin Donahue Re: Transphorm, Inc. Registration Statement on Form S-3 File No. 333-278957 Filed on April 26, 2024 Acceleration Request Requested Date: May 3, 2024 Requested Time: 4:00 p.m. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the S

CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Transphorm, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Transphorm, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per

As filed with the Securities and Exchange Commission on April 26, 2024

As filed with the Securities and Exchange Commission on April 26, 2024 Registration No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 TRANSPHORM, INC. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or other jurisdiction of incorporation) (Commission File Num

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2024 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

CREDIT AND SECURITY AGREEMENT TRANSPHORM, INC., as Borrower, TRANSPHORM TECHNOLOGY, INC., as Guarantor, RENESAS ELECTRONICS AMERICA INC., as Lender Dated as of March 1, 2024

Exhibit 10.1 Execution Version CREDIT AND SECURITY AGREEMENT among TRANSPHORM, INC., as Borrower, TRANSPHORM TECHNOLOGY, INC., as Guarantor, RENESAS ELECTRONICS AMERICA INC., as Lender Dated as of March 1, 2024 TABLE OF CONTENTS PAGE Article I. Defined Terms 1 Section 1.1. Definitions 1 Section 1.2. Accounting Terms 17 Section 1.3. Divisions 17 Section 1.4. Interest Rates Definitions 17 Article II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Transphorm, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Transaction Valuation

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Transphorm, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 20, 2024 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Transphorm Announces Fiscal 2024 Third Quarter Results and Provides Business Update

Exhibit 99.1 Transphorm Announces Fiscal 2024 Third Quarter Results and Provides Business Update GOLETA, Calif.—February 14, 2024—Transphorm, Inc. (NASDAQ: TGAN)—a global leader in GaN, the future of next generation power systems, announced today its financial results for the third quarter of its fiscal year ending March 31, 2024 (“Q3 Fiscal 2024”). •On January 10, 2024, Transphorm announced that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41295 Transphorm, Inc. (Ex

Outside Director Compensation Policy

TRANSPHORM, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved by the Board of Directors on August 3, 2023; and approved by stockholders on October 10, 2023 Transphorm, Inc. (the “Company”) believes that providing cash and equity compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC File Number: 001-41295 CUSIP Number: 89386L100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TGAN / Transphorm, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d783788dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #3 Under the Securities and Exchange Act of 1934 Transphorm Inc (Name of Issuer) Common Stock (Title of Class of Securities) 89386L100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

to Schedule 13G

EX-99.I 2 d783788dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d783788dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2024 in connection with their beneficial ownership of Transphorm Inc. Each of Columbia Seligman Technology and Information Fund and Columbia Management Investment Advisers, LLC authorizes Ameri

TGAN / Transphorm, Inc. / Yaskawa Electric Corp - SC 13G/A Passive Investment

SC 13G/A 1 d772089dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Transphorm, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 89386L100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

TGAN / Transphorm, Inc. / SAS Capital Co., Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 d780538dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Transphorm, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 89386L100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

TGAN / Transphorm, Inc. / HIRSCHMAN ORIN Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 3 Under the Securities Exchange Act of 1934 Transphorm, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89386L100 (CUSIP Number) January 18, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act OF 1934 Date of Report (Date of earliest event reported): January 10, 2024 TRANSPHORM, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act OF 1934 Date of Report (Date of earliest event reported): January 10, 2024 TRANSPHORM, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41295 82-1858829 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Agreement and Plan of Merger, dated January 10, 2024, among Renesas Electronics America Inc., Renesas Electronics Corporation, Travis Merger Sub, Inc. and Transphorm, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among RENESAS ELECTRONICS AMERICA INC., TRAVIS MERGER SUB, INC., and, solely for the purposes set forth in Section 9.17, RENESAS ELECTRONICS CORPORATION and TRANSPHORM, INC. Dated January 10, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 14 1.3 Certain Interpretations 16 1.4 Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Renesas to Acquire Transphorm to Expand its Power Portfolio with GaN Technology Acquisition Accelerates Renesas’ Wide Bandgap Expertise and Roadmap to Fast-Growing Market Opportunities for EVs, Data Centers & AI Power, and Renewable Energy Transphorm

EXHIBIT 99.1 Renesas to Acquire Transphorm to Expand its Power Portfolio with GaN Technology Acquisition Accelerates Renesas’ Wide Bandgap Expertise and Roadmap to Fast-Growing Market Opportunities for EVs, Data Centers & AI Power, and Renewable Energy Transphorm CEO Dr. Primit Parikh and Renesas CEO Hidetoshi Shibata TOKYO, Jan. 11, 2024 3:00 p.m. JST | GOLETA, Calif., Jan. 10, 2024 10:00 p.m. PS

Voting and Support Agreement, dated as of January 10, 2024, by and between Renesas Electronics America Inc. and KKR Phorm Investors L.P.

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of January 10, 2024, is entered into by and between KKR Phorm Investors L.P. (the “Stockholder”), in such Person’s capacity as a stockholder of Transphorm, Inc., a Delaware corporation (the “Company”), and Renesas Electr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act OF 1934 Date of Report (Date of earliest event reported): January 10, 2024 TRANSPHORM, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41295 82-1858829 (State or other jurisdiction of incorporation) (Commission File Numb

TGAN / Transphorm, Inc. / KKR Phorm Investors L.P. - SC 13D/A Activist Investment

SC 13D/A 1 ef20018702sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Transphorm, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 89386L100 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York

Form of Inducement Warrant, issued December 21, 2023

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

, 2023, by and between Transphorm, Inc. and GlobalWafers Co., Ltd.

Exhibit 10.2 [***] Certain identified information has been excluded from this document because it is not material and is the type that the registrant treats as private or confidential. Confidential EQUIPMENT PURCHASE AND SALE AGREEMENT This Equipment Purchase and Sale Agreement (the “Agreement”) is made as of the last date signed by the parties below (the “Effective Date”), by and between Transpho

Form of Inducement Letter, effective December 21, 2023

[Transphorm letterhead] December 20, 2023 [Name and address of Warrant Holder] Re: Reprice and Reload Offer of Common Stock Purchase Warrants To Whom It May Concern: Transphorm, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41295 Transphorm, Inc. (E

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Transphorm Announces Fiscal 2024 Second Quarter Results and Provides Business Update

Exhibit 99.1 Transphorm Announces Fiscal 2024 Second Quarter Results and Provides Business Update - Reports Second Quarter Year-Over-Year Revenue Grew 37% to $5.0 Million as Gross Margin Increased by 11.5% to 23% - Product Revenue Increased to $3.55 Million, Up 18% Over the Prior Quarter - Recently Engaged BofA Securities, Inc. to Act as Financial Advisor in Company’s Strategic Review to Enhance S

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 Transphorm, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File N

Transphorm Announces Fiscal 2024 First Quarter Results and Provides Business Update Transphorm Reports First Quarter Revenue of $5.9 Million, Representing 14% Year-Over-Year Growth Fiscal First Quarter Gross Margin Increased to 36%, a Substantial Seq

Exhibit 99.1 Transphorm Announces Fiscal 2024 First Quarter Results and Provides Business Update Transphorm Reports First Quarter Revenue of $5.9 Million, Representing 14% Year-Over-Year Growth Fiscal First Quarter Gross Margin Increased to 36%, a Substantial Sequential Increase from 5% in the Prior Quarter Company to Host Webcast Today at 5:00 p.m. EDT to Review Quarterly Results and Provide a Bu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41295 Transphorm, Inc. (Exact

Transphorm, Inc. Executive Incentive Compensation Plan

TRANSPHORM, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1.Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives. 2.Definitions. 2.1“Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 Transphorm, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Transphorm, Inc. Key Executive Change in Control and Severance Plan

TRANSPHORM, INC. KEY EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN (Adopted July 26, 2023 (the “Effective Date”)) 1.Introduction. This Transphorm, Inc. Key Executive Change in Control and Severance Plan (as may be amended from time to time, this “Plan”) has been adopted by Transphorm, Inc. (the “Company”), effective as of the Effective Date, in order to provide specified severance pay and benefit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

Transphorm Announces Results of Rights Offering

Transphorm Announces Results of Rights Offering GOLETA, Calif.—July 25, 2023—Transphorm, Inc. (NASDAQ: TGAN) (“Transphorm” or the “Company”) announced today the results of its previously-announced rights offering, which entitled eligible stockholders to purchase 0.07655623 of a share of common stock for every right held at a subscription price of $3.30 per whole share. The rights offering expired

TGAN / Transphorm Inc / KKR Phorm Investors L.P. - SC 13DA Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Transphorm, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 89386L100 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York 10001 Telephone: (212) 750-8300 (Name, A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 Transphorm, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

Letter to the Securities and Exchange Commission from Marcum LLP, dated

July 5, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Transphorm, Inc. under Item 4.01 of its Form 8-K dated July 6, 2023. We agree with the statements in Item 4.01(a) concerning our Firm in such Form 8- K; we are not in a position to agree or disagree with other statements of Transphorm, Inc. contained therein. V

  Subscription Rights to Purchase Up to an Aggregate of 4,545,454 Shares of Common Stock at a Subscription Price of $3.30 per Share

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267522 PROSPECTUS SUPPLEMENT (to Prospectus dated September 29, 2022)   Subscription Rights to Purchase Up to an Aggregate of 4,545,454 Shares of Common Stock at a Subscription Price of $3.30 per Share Transphorm, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), is distributing at no charge to record holders of our common stoc

TRANSPHORM, INC. SHARES OF COMMON STOCK SUBSCRIBED FOR UPON EXERCISE OF SUBSCRIPTION RIGHTS NOMINEE HOLDER CERTIFICATION

Exhibit 99.6 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JULY 5, 2023 TO THE COMPANY’S PROSPECTUS DATED SEPTEMBER 29, 2022 AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND BASE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC, THE SUBSCRIPTION AND INFORMATION AGENT,

TRANSPHORM, INC. NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES Up to 4,545,454 Shares of Common Stock Issuable Upon Exercise of Non-Transferable Subscription Rights

Exhibit 99.3 TRANSPHORM, INC. NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES Up to 4,545,454 Shares of Common Stock Issuable Upon Exercise of Non-Transferable Subscription Rights July 5, 2023 Dear Stockholder: This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering by Transphorm, Inc. (the “Company”) of

TRANSPHORM, INC. BENEFICIAL OWNER ELECTION FORM

Exhibit 99.5 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JULY 5, 2023 TO THE COMPANY’S PROSPECTUS DATED SEPTEMBER 29, 2022 AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND BASE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC, THE SUBSCRIPTION AND INFORMATION AGENT,

Transphorm Announces Commencement of Rights Offering

Exhibit 99.7 Transphorm Announces Commencement of Rights Offering GOLETA, Calif.—July 5, 2023— 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 int

TRANSPHORM, INC. NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES Up to 4,545,454 Shares of Common Stock Issuable Upon Exercise of Non-Transferable Subscription Rights

Exhibit 99.4 TRANSPHORM, INC. NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES Up to 4,545,454 Shares of Common Stock Issuable Upon Exercise of Non-Transferable Subscription Rights July 5, 2023 Dear Stockholder: Enclosed for your consideration is a prospectus supplement dated July 5, 2023 (as amended and supplemented from time to time, the “Prospectus Supplement”), and the accompanying

TRANSPHORM, INC. NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS Up to 4,545,454 Shares of Common Stock Issuable Upon Exercise of Non-Transferable Subscription Rights

Exhibit 99.2 TRANSPHORM, INC. NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS Up to 4,545,454 Shares of Common Stock Issuable Upon Exercise of Non-Transferable Subscription Rights July 5, 2023 Dear Stockholder: Enclosed for your consideration is a prospectus supplement dated July 5, 2023 (as amended and supplemented from time to time, the “Prospectus Supplement”), and the accompanying prospectus dat

FORM OF INSTRUCTIONS AS TO USE OF TRANSPHORM, INC. NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATES PLEASE CONSULT THE SUBSCRIPTION AND INFORMATION AGENT, YOUR BANK OR BROKER FOR ANY QUESTIONS

Exhibit 99.1 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JULY 5, 2023 TO THE COMPANY’S PROSPECTUS DATED SEPTEMBER 29, 2022 AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND BASE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC, THE SUBSCRIPTION AND INFORMATION AGENT,

Subscription Rights Certificate

Exhibit 4.1 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JULY 5, 2023 TO THE COMPANY’S PROSPECTUS DATED SEPTEMBER 29, 2022 AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND BASE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC, THE SUBSCRIPTION AND INFORMATION AGENT, B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 Transphorm, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Description of Registrant’s securities

Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES The following description of the capital stock of Transphorm, Inc. (“us,” “our,” “we” or the “Company”) is based upon the Company’s amended and restated certificate of incorporation, the Company’s amended and restated bylaws, and applicable provisions of law. The following description summarizes the most important terms of the Company’s capital st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55832 Transphorm, Inc. (Exact name of

Transphorm Announces Fiscal 2023 Fourth Quarter and Year End Financial Results and Provides Business Update Company to Initiate a Review of Strategic Opportunities to Enhance Shareholder Value in Fiscal Q2 Fiscal Year 2023 Product Revenue up 21% Year

Exhibit 99.1 Transphorm Announces Fiscal 2023 Fourth Quarter and Year End Financial Results and Provides Business Update Company to Initiate a Review of Strategic Opportunities to Enhance Shareholder Value in Fiscal Q2 Fiscal Year 2023 Product Revenue up 21% Year-Over-Year Company to Host Webcast Today at 5:00 p.m. ET to Review Financials and Provide a Business Update GOLETA, Calif.— June 27, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 Transphorm, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 Transphorm, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

Transphorm Announces Rights Offering for Common Stock

Transphorm Announces Rights Offering for Common Stock GOLETA, Calif.—June 16, 2023—Transphorm, Inc. (NASDAQ: TGAN) (“Transphorm” or the “Company”) announced today that the independent Financing Committee of the Company’s board of directors has approved a rights offering available to all holders of record of the Company’s common stock, par value $0.0001 (“Common Stock”) as of 5:00 p.m., Eastern Day

Performer Agreement, dated as of May 17, 2023, by and between the Registrant and the National Security Technology Accelerator (NSTXL)

EX-10.1 2 tgannstxl-eclipsextransp.htm EX-10.1 [***] Certain identified information has been excluded from this document because it is not material and is the type that the registrant treats as private or confidential. NSTXL OTA CONTRACT #: N00164-19-9-0001 NSTXL PROJECT ORDER #: N00164-23-9-W028 PERFORMER AGREEMENT #: EclipseTransphorm2206 1 Version Date Summary of Changes Original 05/15/2023 Bas

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 (State or other jurisdiction of incorporation) (Commission File Number) 75 Castilian Drive Goleta, CA 93117 (Address of principal executive offices)(Zip Code) Cameron McAulay Chief Financial Officer

Conflict Minerals Report for Calendar Year 202

EX-1.01 2 exhibit101conflictminerals.htm EX-1.01 Exhibit 1.01 TRANSPHORM, INC. Conflict Minerals Report For The Year Ended December 31, 2022 This Conflict Minerals Report (this “CMR”) of Transphorm, Inc. (the “Company,” “Transphorm,” “we” or “us”) for the year ended December 31, 2022 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule imposes cer

Transition and Separation Agreement, dated May 11, 2023

Exhibit 10.1 May 11, 2023 Mario Rivas VIA EMAIL Re: Separation and Transition Agreement Dear Mario: This letter confirms the agreement (“Agreement”) between you and Transphorm, Inc. (the “Company”) concerning the terms of your employment separation and transition from the Company. 1.Employment Separation, Board Resignation and Transition Period. a. Employment Separation. You hereby resign your emp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Transphorm, Inc. 3,019,811 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271380 PROSPECTUS Transphorm, Inc. 3,019,811 Shares of Common Stock This prospectus relates to the possible resale by the selling stockholders identified herein, from time to time in one or more offerings, of up to 3,019,811 shares of our common stock, consisting of (i) 500,000 shares of our common stock issued to certain of the selling stockho

April 27, 2023

April 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Jenny O’Shanick Re: Transphorm, Inc. Registration Statement on Form S-3 File No. 333-271380 Filed on April 21, 2023 Acceleration Request Requested Date: May 1, 2023 Requested Time: 4:00 p.m. Eastern Time Ladies and Gentlemen: Pursuant to Rule 46

As filed with the Securities and Exchange Commission on April 21, 2023

As filed with the Securities and Exchange Commission on April 21, 2023 Registration No.

Filing Fee Table

EX-FILING FEES 2 exhibit107filingfeetables-.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Transphorm, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount

Form of Inducement Letter

EX-10.1 4 exhibit101inducementletter.htm EX-10.1 Exhibit 10.1 [Transphorm letterhead] March 31, 2023 [Name and address of Warrant Holder] Re: Reprice and Reload Offer of Common Stock Purchase Warrants To Whom It May Concern: Transphorm, Inc. (the “Company”) is pleased to offer to you the opportunity to receive new warrants to purchase shares of the Company’s common stock, $0.0001 par value per sha

Form of Registration Rights Agreement, dated April 3, 2023

EX-10.3 6 exhibit103formofregistrati.htm EX-10.3 Exhibit 10.3 Registration Rights Agreement This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of April 3, 2023, by and between Transphorm, Inc., a Delaware corporation (the “Company”) and each “Purchaser” named in the Purchase Agreements (as defined below) (collectively, the “Purchasers”). Capitalized terms u

Transphorm Enters Into Agreements to Raise $9.3 Million From the Exercise of Existing Warrants and a Private Placement of Common Stock

Exhibit 99.1 Transphorm Enters Into Agreements to Raise $9.3 Million From the Exercise of Existing Warrants and a Private Placement of Common Stock GOLETA, Calif.—April 3, 2023—Transphorm, Inc. (NASDAQ: TGAN) (“Transphorm” or the “Company”), a pioneer in and global supplier of high-reliability, high-performance gallium nitride (GaN) power conversion products, announced today it has entered into ag

Form of Securities Purchase Agreement, dated April 3, 2023

Exhibit 10.2 THIS AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(A)(2) AND/OR REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO R

Form of Warrant to Purchase Shares of Common Stock, issued April 3, 2023

EX-4.2 3 exhibit42formofcommonstock.htm EX-4.2 Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 Transphorm, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

Form of Inducement Warrant to Purchase Shares of Common Stock, issued April 3, 2023

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 22, 2023 Transphorm, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 22, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Transphorm Announces Fiscal 2023 Third Quarter Financial Results and Provides Business Update Product Revenue up 25% from Fiscal 2023 Q2 Company to Host Webcast February 23rd at 11:00 a.m. ET

Exhibit 99.1 Transphorm Announces Fiscal 2023 Third Quarter Financial Results and Provides Business Update Product Revenue up 25% from Fiscal 2023 Q2 Company to Host Webcast February 23rd at 11:00 a.m. ET GOLETA, Calif.— February 22, 2023—Transphorm, Inc. (NASDAQ: TGAN)—a pioneer in and global supplier of high-reliability, high-performance gallium nitride (GaN) power conversion products, announced

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55832 Transphorm, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC File Number: 001-41295 CUSIP Number: 89386L100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TGAN / TRANSPHORM INC / HIRSCHMAN ORIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 2 Under the Securities Exchange Act of 1934 Transphorm, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89386L100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 14, 2023 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d425825dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2023 in connection with their beneficial ownership of Transphorm, Inc. Each of Columbia Seligman Technology and Information Fund and Columbia Management Investment Advisers, LLC authorizes Amer

to Schedule 13G

EX-99.I 2 d425825dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

Transphorm to Reschedule Third Quarter 2023 Earnings News Release Date and Conference Call

Exhibit 99.1 Transphorm to Reschedule Third Quarter 2023 Earnings News Release Date and Conference Call GOLETA, Calif.—February 14, 2023—Transphorm, Inc. (NASDAQ: TGAN)—a pioneer in and global supplier of high-reliability, high-performance gallium nitride (GaN) power conversion products, today announced that it will reschedule the release of its financial results for the third fiscal quarter ended

TGAN / TRANSPHORM INC / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d425825dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 Transphorm, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 89386L100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

TGAN / TRANSPHORM INC / SAS Capital Co., Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 d468777dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Transphorm, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 89386L100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55832 Transphorm, Inc. (E

NASDAQ: TGAN Leading the GaN Revolution Fiscal Q2’23 Investor Update November 9th, 2022 l NASDAQ: TGAN NASDAQ: TGAN Safe Harbor Statement • This presentation is made solely for informational purposes, and no representation or warranty, express or imp

NASDAQ: TGAN Leading the GaN Revolution Fiscal Q2?23 Investor Update November 9th, 2022 l NASDAQ: TGAN NASDAQ: TGAN Safe Harbor Statement ? This presentation is made solely for informational purposes, and no representation or warranty, express or implied, is made by Transphorm, Inc.

Transphorm Announces Fiscal 2023 Second Quarter Financial Results and Provides Business Update Product Revenue up 38% from Fiscal 2022 Q2 Company to Host Webcast Today at 5:00 p.m. ET

Exhibit 99.1 Transphorm Announces Fiscal 2023 Second Quarter Financial Results and Provides Business Update Product Revenue up 38% from Fiscal 2022 Q2 Company to Host Webcast Today at 5:00 p.m. ET GOLETA, Calif.? November 9, 2022?Transphorm, Inc. (NASDAQ: TGAN)?a pioneer in and global supplier of high-reliability, high-performance gallium nitride (GaN) power conversion products, announced today fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

September 27, 2022

CORRESP 1 filename1.htm September 27, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Gregory Herbers Re: Transphorm, Inc. Registration Statement on Form S-3 File No. 333-267522 Filed on September 20, 2022 Acceleration Request Requested Date: September 29 2022 Requested Time: 4:30 p.m. Eastern Time Lad

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) TRANSPHORM, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.00

As filed with the Securities and Exchange Commission on September 20, 2022

As filed with the Securities and Exchange Commission on September 20, 2022 Registration No.

Form of Indenture

Exhibit 4.3 TRANSPHORM, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.1 Issuable in Series 5 Section 2.2 Establishment of Terms o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55832 Transphorm, Inc. (Exact

NASDAQ: TGAN Leading the GaN Revolution Fiscal Q1’23 Investor Update August, 2022 l NASDAQ: TGAN NASDAQ: TGAN Safe Harbor Statement • This presentation is made solely for informational purposes, and no representation or warranty, express or implied,

EX-99.2 3 transphorm1q2023ir0812x.htm EX-99.2 NASDAQ: TGAN Leading the GaN Revolution Fiscal Q1’23 Investor Update August, 2022 l NASDAQ: TGAN NASDAQ: TGAN Safe Harbor Statement • This presentation is made solely for informational purposes, and no representation or warranty, express or implied, is made by Transphorm, Inc. (“Transphorm”) or any of its representatives as to the information contained

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File N

Transphorm Announces Fiscal 2023 First Quarter Financial Results and Business Update Transphorm reports first quarter revenue of $5.2 million and record product revenue of over $4.4 million representing a 101% increase year-over-year and the 10th suc

Exhibit 99.1 Transphorm Announces Fiscal 2023 First Quarter Financial Results and Business Update Transphorm reports first quarter revenue of $5.2 million and record product revenue of over $4.4 million representing a 101% increase year-over-year and the 10th successive quarter of product revenue growth Company to Host Webcast Today at 5:00 p.m. ET to Review Quarterly Results and Provide a Busines

Transphorm, Inc. 3,866,667 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265899 PROSPECTUS Transphorm, Inc. 3,866,667 Shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified herein, from time to time in one or more offerings, of up to 3,866,667 shares of our common stock, which consists of (i) an aggregate of 3,199,999 shares of common stock privately issued to the s

July 11, 2022

July 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Gregory Herbers Re: Transphorm, Inc. Registration Statement on Form S-3 File No. 333-265899 Filed on June 29, 2022 Acceleration Request Requested Date: July 13, 2022 Requested Time: 4:30 p.m. Eastern Time Ladies and Gentlemen: Pursuant to Rule 46

Form of Warrant to Purchase Shares of Common Stock, issued February 10, 2022

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Transphorm, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55832 Transphorm, Inc. (Exact name of

As filed with the Securities and Exchange Commission on June 29, 2022.

As filed with the Securities and Exchange Commission on June 29, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 82-1858829 (State or other jurisdiction of incorporation or organization) (I.R.S. Employe

Filing fee table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Transphorm, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per

As filed with the Securities and Exchange Commission on June 29, 2022

As filed with the Securities and Exchange Commission on June 29, 2022 Registration No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

Manufacturing and Supply Agreement, dated as of June 21, 2022, by and between the Registrant and GlobalWafers Co., Ltd.

Exhibit 10.1 [***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. MANUFACTURING AND SUPPLY AGREEMENT This Manufacturing and Supply Agreement (?Agreement?) is made and entered into as of June 21, 2022 (?Effective Date?) by and between GlobalWafers Co., Ltd., having its p

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Transphorm Receives $16 Million from Existing Investors’ Exercise of Green Shoe

Exhibit 99.1 Transphorm Receives $16 Million from Existing Investors? Exercise of Green Shoe ? Increases Cash and Equivalents as of June 3, 2022 to More than $45 Million ? GOLETA, Calif.?June 3, 2022?Transphorm, Inc. (Nasdaq: TGAN)? ?an innovative design pioneer and global supplier of efficient, high-reliability, high-performance gallium nitride (GaN) power conversion products, announced today tha

TGAN / TRANSPHORM INC / KKR Phorm Investors L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Transphorm, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 89386L100 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York 10001 Telephone: (212) 750-8300 (Name, A

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TRANSPHORM, INC.

Exhibit K THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41295 (State or other jurisdiction of incorporation) (Commission File Number) 75 Castilian Drive Goleta, CA 93117 (Address of principal executive offices)(Zip Code) Cameron McAulay Chief Financial Officer

Conflict Minerals Report for Calendar Year 202

EX-1.01 2 exhibit101conflictminerals.htm EX-1.01 Exhibit 1.01 TRANSPHORM, INC. Conflict Minerals Report For The Year Ended December 31, 2021 This Conflict Minerals Report (this “CMR”) of Transphorm, Inc. (the “Company,” “Transphorm,” “we” or “us”) for the year ended December 31, 2021 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule imposes cer

NASDAQ: TGAN Leading the GaN Revolution Business and Investor Update May, 2022 l NASDAQ: TGAN NASDAQ: TGAN Safe Harbor Statement • This presentation is made solely for informational purposes, and no representation or warranty, express or implied, is

NASDAQ: TGAN Leading the GaN Revolution Business and Investor Update May, 2022 l NASDAQ: TGAN NASDAQ: TGAN Safe Harbor Statement ? This presentation is made solely for informational purposes, and no representation or warranty, express or implied, is made by Transphorm, Inc.

Transphorm Announces Record Fiscal 2022 Full Year Revenue of $24.1 Million - an 89% Year-Over-Year Increase as Fiscal 2022 Fourth Quarter Revenue Increased 103% - Company to Host a Webcast Today at 5:00 p.m. ET to Review the Quarterly Results and Pro

Exhibit 99.1 Transphorm Announces Record Fiscal 2022 Full Year Revenue of $24.1 Million - an 89% Year-Over-Year Increase as Fiscal 2022 Fourth Quarter Revenue Increased 103% - Company to Host a Webcast Today at 5:00 p.m. ET to Review the Quarterly Results and Provide a Business Update ? GOLETA, Calif.?May 24, 2022?Transphorm, Inc. (NASDAQ: TGAN)?an innovative design pioneer and global supplier of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Form of First Amendment to Securities Purchase Agreement, dated May 16, 2022

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This First Amendment to Securities Purchase Agreement (this ?Amendment?) is entered into as of May 16, 2022, by and between [?] (the ?Purchaser?) and Transphorm, Inc., a Delaware corporation (the ?Company? or ?Transphorm?). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 82-1858829 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 75 Ca

Transphorm to Uplist to the Nasdaq Capital Market Trading Under the Ticker “TGAN” Expected to Begin on February 22, 2022

Exhibit 99.1 Transphorm to Uplist to the Nasdaq Capital Market Trading Under the Ticker ?TGAN? Expected to Begin on February 22, 2022 GOLETA, Calif.?February 17, 2022?Transphorm, Inc. (OTCQX: TGAN)?a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products, announced today that its common stock has been approved for listing on the Nasdaq

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 17, 2022 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

TGAN / TRANSPHORM INC / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Transphorm, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 89386L100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This

to Schedule 13G Joint Filing Agreement

Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2022 in connection with their beneficial ownership of Transphorm, Inc.

to Schedule 13G

Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

2020 Equity Incentive Plan

Exhibit 10.2 TRANSPHORM, INC. 2020 EQUITY INCENTIVE PLAN 1.Purposes of the Plan. The purposes of this Plan are: ?to attract and retain the best available personnel for positions of substantial responsibility, ?to provide additional incentive to Employees, Directors, and Consultants, and ?to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonsta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55832 Transphorm, Inc. (Ex

Form of Restricted Stock Unit Agreement under 2020 Equity Incentive Plan

Exhibit 10.1 TRANSPHORM, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Transphorm, Inc. 2020 Equity Incentive Plan (the ?Plan?) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the ?Notice of Grant?),

TGAN / TRANSPHORM INC / HIRSCHMAN ORIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Transphorm, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89386L100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Transphorm Announces Third Quarter Fiscal 2022 Revenue Increased 129% Year-Over-Year, Driven by Record Product Sales - Company to Host a Webcast Today at 2:00 p.m. PT to Review the Quarterly Results and Provide a Business Update –

Exhibit 99.1 Transphorm Announces Third Quarter Fiscal 2022 Revenue Increased 129% Year-Over-Year, Driven by Record Product Sales - Company to Host a Webcast Today at 2:00 p.m. PT to Review the Quarterly Results and Provide a Business Update ? GOLETA, Calif.?February 9, 2022?Transphorm, Inc. (OTCQX: TGAN)?a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 9, 2022 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Transphorm, Inc. 2,021,801 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261745 PROSPECTUS Transphorm, Inc. 2,021,801 Shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified herein, from time to time in one or more offerings, of up to 2,021,801 shares of our common stock, which consists of (i) an aggregate of 1,673,152 shares of common stock privately issued to the s

December 22, 2021

December 22, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Gregory Herbers Re: Transphorm, Inc. Registration Statement on Form S-3 File No. 333-261745 Filed on December 17, 2021 Acceleration Request Requested Date: December 27, 2021 Requested Time: 4:00 p.m. Eastern Time Ladies and Gentlemen: Pursuan

As filed with the Securities and Exchange Commission on December 17, 2021

As filed with the Securities and Exchange Commission on December 17, 2021 Registration No.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Form of Securities Purchase Agreement, dated December 7, 2021

Exhibit 10.1 THIS AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(A)(2) AND/OR REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO R

Form of Warrant to Purchase Shares of Common Stock, issued December 7, 2021 and December 10, 2021

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE

Form of Registration Rights Agreement, dated December 7, 2021

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into effective as of December 7, 2021, by and between Transphorm, Inc., a Delaware corporation (the ?Company?) and each ?Purchaser? named in the Purchase Agreements (as defined below) (collectively, the ?Purchasers?). Capitalized terms used herein shall have the meanings ascribed to

TGAN / TRANSPHORM INC / SAS Capital Co., Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Transphorm, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 89386L100 (CUSIP Number) November 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

Transphorm, Inc. 9,184,001 Shares of Common Stock

424B3 1 a424b312012021fors-3111920.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-261226 PROSPECTUS Transphorm, Inc. 9,184,001 Shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified herein, from time to time in one or more offerings, of up to 9,184,001 shares of our common stock, which consists of (i) 1,000,000 shares of common st

November 29, 2021

November 29, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Gregory Herbers Re: Transphorm, Inc. Registration Statement on Form S-3 File No. 333-261226 Filed on November 19, 2021 Acceleration Request Requested Date: December 1, 2021 Requested Time: 4:00 p.m. Eastern Time Ladies and Gentlemen: Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

As filed with the Securities and Exchange Commission on November 19, 2021

As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

Warrant to Purchase Shares of Common Stock of the Registrant, dated August 13, 2021, issued to SAS Capital Co., Ltd.

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55832 Transphorm, Inc. (E

Joint Venture Agreement, dated as of December 20, 2020, by and between the Registrant and JCP Capital Management, LLC Limited

Exhibit 10.3 [***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. JOINT VENTURE AGREEMENT by and between JCP Capital Management, LLC and Transphorm, Inc. Date December 20, 2020 TABLE OF CONTENTS Page Article I Definitions 1 Article II Formation of the JV 3 2.1 Sharehold

Share Purchase Agreement, dated as of July 20, 2021, by and between Transphorm Aizu, Inc. and GaNovation, Pte. Ltd.

Exhibit 10.2 [***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. Share Purchase Agreement Transphorm Aizu, Inc. (the ?Transferor?) and GaNovation, Pte. Ltd. (the ?Transferee?) agree on the transfer of shares of Aizu Fujitsu Semiconductor Wafer Solution Limited (the ?Co

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Transphorm Announces Fiscal Second Quarter 2022 Financial Results Delivers Continued Strong Growth and Record Product Revenue

Exhibit 99.1 Transphorm Announces Fiscal Second Quarter 2022 Financial Results Delivers Continued Strong Growth and Record Product Revenue GOLETA, Calif.?November 10, 2021?Transphorm, Inc. (OTCQX: TGAN)?a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products, today announced financial results for the company?s fiscal second quarter of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Transphorm Announces Closing of $23 Million Private Placement of Common Stock to KKR and U.S. Institutional Investors - Deal Further Strengthens Company’s Balance Sheet in Advance of Expected Strong Growth in 2022 -

Exhibit 99.1 Transphorm Announces Closing of $23 Million Private Placement of Common Stock to KKR and U.S. Institutional Investors - Deal Further Strengthens Company?s Balance Sheet in Advance of Expected Strong Growth in 2022 - GOLETA, Calif.?November 9, 2021?Transphorm, Inc. (OTCQX: TGAN)?a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversio

Form of Registration Rights Agreement, dated November 5, 2021

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into effective as of November [l], 2021, by and between Transphorm, Inc., a Delaware corporation (the ?Company?) and each ?Purchaser? named in the Purchase Agreements (as defined below) (collectively, the ?Purchasers?). Capitalized terms used herein shall have the meanings ascribed

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Form of Securities Purchase Agreement, dated November 5, 2021

EX-10.1 3 exhibit101securitiespurcha.htm EX-10.1 Exhibit 10.1 THIS AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(A)(2) AND/OR REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR

Form of Warrant to Purchase Shares of Common Stock, issued November 5, 2021

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TRANSPHORM, INC.

EX-99.J 4 brhc10030499ex99-j.htm EXHIBIT J EXHIBIT J THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,

REGISTRATION RIGHTS AGREEMENT

EXHIBIT I REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into effective as of November 5, 2021, by and between Transphorm, Inc.

SECURITIES PURCHASE AGREEMENT

EXHIBIT H THIS AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(A)(2) AND/OR REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?).

TGAN / TRANSPHORM INC / KKR Phorm Investors L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Transphorm, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) None (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York 10001 Telephone: (212) 750-8300 (Name, Addres

Transphorm Appoints Cindi Moreland to Board of Directors

Exhibit 99.1 Transphorm Appoints Cindi Moreland to Board of Directors GOLETA, Calif.?October 20, 2021?Transphorm, Inc. (?Transphorm? or the ?Company?) (OTCQB: TGAN)?a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products?today announced the appointment of Cindi Moreland to the Company?s Board of Directors, effective October 20, 2021. M

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Note Amendment and Conversion Agreement, dated October 4, 2021, by and among Transphorm, Inc., Transphorm Technology, Inc. and Yaskawa Electric Corporation

Exhibit 10.1 TRANSPHORM, INC. NOTE AMENDMENT AND CONVERSION AGREEMENT This NOTE AMENDMENT AND CONVERSION AGREEMENT (the ?Agreement?) is made effective as of October 4, 2021 (the ?Effective Date?), by and between Transphorm, Inc., a Delaware corporation (the ?Company? or the ?Parent?), Transphorm Technology, Inc., a Delaware corporation (the ?Subsidiary?) and Yaskawa Electric Corporation (the ?Hold

TGAN / TRANSPHORM INC / Yaskawa Electric Corp - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Transphorm, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 89386L100 (CUSIP Number) October 4, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File N

Warrant to Purchase Shares of Common Stock of Transphorm, Inc., dated October 4, 2021, issued to Yaskawa Electric Corporation

Exhibit 10.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY U.S. STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILA

Amendment No. 7 to Loan and Security Agreement, dated June 30, 2021, between the Registrant, Transphorm Technology and Nexperia

Exhibit 10.1 AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT This Amendment No. 7 to Loan and Security Agreement, dated as of June 30, 2021 (this ?Amendment?), is entered into by and among Nexperia B.V., a private limited liability company incorporated under the laws of the Netherlands with its registered office at Jonkerbosplein 52, 6534 AB Nijmegen, the Netherlands (?Nexperia? or the ?Lender?), T

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55832 Transphorm, Inc. (Exact

Transphorm Announces Fiscal First Quarter 2022 Financial Results Achieves Strong Sequential Growth with Record Product Revenue Closed $5 Million Private Placement and Completed Planned Wafer-fab Transaction Subsequent to Quarter-end

Exhibit 99.1 Transphorm Announces Fiscal First Quarter 2022 Financial Results Achieves Strong Sequential Growth with Record Product Revenue Closed $5 Million Private Placement and Completed Planned Wafer-fab Transaction Subsequent to Quarter-end GOLETA, Calif.?August 16, 2021?Transphorm, Inc. (OTCQX: TGAN)?a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN)

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

Joint Filing Agreement

Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated June 30, 2021 in connection with their beneficial ownership of Transphorm, Inc.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

Transphorm Appoints Ms. Kelly Smales to Board of Directors

Exhibit 99.1 Transphorm Appoints Ms. Kelly Smales to Board of Directors GOLETA, Calif.?June 30, 2021?Transphorm, Inc. (OTCQX: TGAN)?a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products, today announced the appointment of Kelly Smales to the company?s Board of Directors effective July 1, 2021. Ms. Smales brings significant industry-s

TGAN / TRANSPHORM INC / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Transphorm, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 89386L100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Sched

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

Strategic Cooperation Agreement, dated May 18, 2021, between the Registrant, Transphorm Technology, Transphorm Japan Epi and Nexperia

Exhibit 10.25 CONFIDENTIAL [***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. STRATEGIC COOPERATION AGREEMENT This Strategic Cooperation Agreement (?Agreement?) is made and entered into as of May 18, 2021 by and among Nexperia B.V., a private limited liability company

Amended and Restated Supply Agreement, dated May 18, 2021, between the Registrant and Nexperia

Exhibit 10.13.3 CONFIDENTIAL [***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. AMENDED AND RESTATED SUPPLY AGREEMENT This Supply Agreement (?Agreement?) is made and entered into as of May 18, 2021 (?Effective Date?) by and between Nexperia B.V., having its principal

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

Amendment No. 5 to Loan and Security Agreement, dated March 1, 2021, between Transphorm Technology and Nexperia

Exhibit 10.14.6 AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT This Amendment No. 5 to Loan and Security Agreement, dated as of March 1, 2021 (this ?Amendment?), is entered into by and among Nexperia B.V., a private limited liability company incorporated under the laws of the Netherlands with its registered office at Jonkerbosplein 52, 6534 AB Nijmegen, the Netherlands (?Nexperia? or the ?Lender?)

Option Agreement, dated May 18, 2021, between the Registrant, Transphorm Technology, Transphorm Japan Epi and Nexperia

Exhibit 10.26 CONFIDENTIAL [***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. OPTION AGREEMENT This Option Agreement (?Agreement?) is made and entered into as of May 18, 2021 by and among Nexperia B.V., a private limited liability company incorporated under the laws o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2021 to March 31, 2021 Commission file number: 000-55832 Transphorm, Inc

Amended and Restated License Agreement, dated May 18, 2021, between the Registrant, Transphorm Japan Epi and Nexperia

Exhibit 10.24.2 CONFIDENTIAL [***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. Amended and Restated License Agreement This License Agreement (?Agreement?) is made as of May 18, 2021 (the ?Effective Date?) byand between Transphorm Japan Epi, a Japanese company with an

Transphorm Announces Fiscal Fourth Quarter 2021 Financial Results

Exhibit 99.1 Transphorm Announces Fiscal Fourth Quarter 2021 Financial Results GOLETA, Calif.?June 24, 2021?Transphorm, Inc. (OTCQX: TGAN)?a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products, today announced financial results for the company?s fiscal fourth quarter of 2021 ended March 31, 2021, which reflects the Company?s new fisc

Amended and Restated Development and License Agreement, dated May 18, 2021, between the Registrant, Transphorm Technology and Nexperia

Exhibit 10.15.4 CONFIDENTIAL [***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. AMENDED and RESTATED DEVELOPMENT and LICENSE AGREEMENT This Amended and Restated Development Agreement, effective as of May 18, 2021, is entered into by and among: Nexperia B.V., Jonkerbos

Amendment No. 6 to Loan and Security Agreement, dated May 18, 2021, between the Registrant, Transphorm Technology and Nexperia

Exhibit 10.14.7 AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT This Amendment No. 6 to Loan and Security Agreement, dated as of May 18, 2021 (this ?Amendment?), is entered into by and among Nexperia B.V., a private limited liability company incorporated under the laws of the Netherlands (?Nexperia? or the ?Lender?), Transphorm Technology, Inc., a Delaware corporation (?OpCo? or the ?Borrower?), an

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Transphorm Announces Preliminary First Quarter 2021 Results with Record Product Revenue Driven by Increased GaN Adoption

Exhibit 99.1 Transphorm Announces Preliminary First Quarter 2021 Results with Record Product Revenue Driven by Increased GaN Adoption - Achieves Shipment Milestone of Cumulative Over 1 Million GaN Power Devices, as Quarterly Unit Volume Increases 100% Sequentially GOLETA, Calif.?May 6, 2021?Transphorm, Inc. (OTCQB: TGAN)?a pioneer in and global supplier of high reliability, high performance galliu

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Transphorm to Host Business Update Call on May 18

EX-99.2 3 exhibit992pressrelease0513.htm EX-99.2 Exhibit 99.2 Transphorm to Host Business Update Call on May 18 GOLETA, Calif.— May 13, 2021—Transphorm, Inc. (“Transphorm” or the “Company”) (OTCQB: TGAN)— a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products, today announced the Company will host a business update call on Tuesday, Ma

Transphorm, Inc. 250,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-255441 PROSPECTUS Transphorm, Inc. 250,000 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholder identified herein of up to 250,000 shares of common stock, par value $0.0001 per share, of Transphorm, Inc., which were acquired from us in a private placement consummated on March 31, 2021. We will not

April 27, 2021

April 27, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Anne McConnell Re: Transphorm, Inc. Registration Statement on Form S-3 File No. 333-255441 Filed on April 22, 2021 Acceleration Request Requested Date: April 30, 2021 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Nu

- S-3

S-3 1 s-304222021.htm S-3 As filed with the Securities and Exchange Commission on April 22, 2021 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 82-1858829 (State or other jurisdiction of incorporation or organiza

Transphorm, Inc. 33,707,439 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-252269 PROSPECTUS Transphorm, Inc. 33,707,439 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 33,707,439 shares of common stock, par value $0.0001 per share, of Transphorm, Inc., which consists of (i) 30,481,268 outstanding shares of common stock, (ii) 150,000 shares of co

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55832 Transpho

- POS AM

As filed with the Securities and Exchange Commission on March 16, 2021 Registration No.

Specimen common stock certificate of the Registrant

Exhibit 4.4 Exhibit 4.4

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55832 Transphorm, Inc. (Exact name

Description of Registrant’s securities

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES The following description of the capital stock of Transphorm, Inc. (“us,” “our,” “we” or the “Company”) is based upon the Company’s amended and restated certificate of incorporation, the Company’s amended and restated bylaws, and applicable provisions of law. The following description summarizes the most important terms of the Company’s capital st

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File Num

Transphorm Reports Fourth Quarter 2020 Results

EX-99.1 2 exhibit991transphorm4q2020.htm EX-99.1 Exhibit 99.1 Transphorm Reports Fourth Quarter 2020 Results GOLETA, Calif.—March 9, 2021—Transphorm, Inc. (OTCQB: TGAN)—a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products, today announced financial results for the fourth quarter and full year ended December 31, 2020. Recent Business

38,227,152 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-238864 PROSPECTUS SUPPLEMENT (To Prospectus dated June 19, 2020) 38,227,152 Shares of Common Stock This prospectus supplement supplements the prospectus dated June 19, 2020 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-238864). The Prospectus and this prospectus supplement relat

5,285,501 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-252269 PROSPECTUS SUPPLEMENT (To Prospectus dated January 27, 2021) 5,285,501 Shares of Common Stock This prospectus supplement supplements the prospectus dated January 27, 2021 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-252269). The Prospectus and this prospectus supplement

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 23, 2021 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File

Transphorm Appoints Katharina McFarland to Board of Directors

Exhibit 99.1 Transphorm Appoints Katharina McFarland to Board of Directors GOLETA, Calif.? February 24, 2021?Transphorm, Inc. (?Transphorm? or the ?Company?) (OTCQB: TGAN)?a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products?today announced the appointment of Katharina McFarland to the Company?s Board of Directors, effective Februar

5,285,501 Shares of Common Stock

Filed Pursuant to Rule 4242(b)(3) Registration No. 333-252269 PROSPECTUS 5,285,501 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 5,285,501 shares of common stock of Transphorm, Inc., par value $0.0001 per share (the “Common Stock”), which consists of (i) 5,000,000 shares of Common Stock issued to certain selling sto

-

January 25, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Asia Timmons-Pierce Re: Transphorm, Inc. Registration Statement on Form S-1 File No. 333-252269 Acceleration Request Requested Date: January 27, 2021 Requested Time: 4:00 PM Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Sec

List of Subsidiaries

EX-21.1 4 ex211listofsubsidiaries.htm EX-21.1 Exhibit 21.1 List of Subsidiaries Transphorm, Inc. A Delaware Corporation Subsidiaries Jurisdiction Transphorm Aizu, Inc. Japan Transphorm Japan, Inc. Japan Transphorm Japan EPI, Inc. Japan Transphorm Technology, Inc. Delaware, United States

Specimen common stock certificate of the Registrant

Exhibit 4.4 Exhibit 4.4

Registration Statement - S-1

As filed with the Securities and Exchange Commission on January 20, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 3674 82-1858829 (State or other jurisdiction of incorporation or organization) (Primar

Transphorm Announces Closing of $15 Million Private Placement of Common Stock Positioned to Capitalize on Significant Market Opportunities and Growing Adoption of GaN Power Conversion Devices

Exhibit 99.1 Transphorm Announces Closing of $15 Million Private Placement of Common Stock Positioned to Capitalize on Significant Market Opportunities and Growing Adoption of GaN Power Conversion Devices GOLETA, Calif.—December 24, 2020—Transphorm, Inc. (OTCQB: TGAN)—a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products—today announ

Transphorm Announces Closing of $15 Million Private Placement of Common Stock Positioned to Capitalize on Significant Market Opportunities and Growing Adoption of GaN Power Conversion Devices

Exhibit 99.1 Transphorm Announces Closing of $15 Million Private Placement of Common Stock Positioned to Capitalize on Significant Market Opportunities and Growing Adoption of GaN Power Conversion Devices GOLETA, Calif.—December 24, 2020—Transphorm, Inc. (OTCQB: TGAN)—a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products—today announ

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2020 Transphorm, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55832 82-1858829 (State or Other Jurisdiction of Incorporation) (Commission File