8-K/A 1 transphorm8-kax03302020.htm 8-K/A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2020

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

Delaware000-5583282-1858829
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
75 Castilian Drive
Goleta, CA 93117
(Address of principal executive offices, including zip code)
(805) 456-1300
(Registrant’s telephone number, including area code)
Peninsula Acquisition Corporation
2255 Glades Road, Suite 324A
Boca Raton, FL 33431
(Former name or former address, if changed since last report)

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

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


EXPLANATORY NOTE
On February 14, 2020, Transphorm, Inc. (f/k/a Peninsula Acquisition Corporation) (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission (the “SEC”) disclosing the consummation, on February 12, 2020, of a merger between Transphorm Technology, Inc. (f/k/a Transphorm, Inc.), a privately held Delaware corporation (“Transphorm Technology”) and Peninsula Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company. Pursuant to this transaction (the “Merger”), Transphorm Technology became a wholly-owned subsidiary of the Company. Following the effective time of the Merger, the Company’s predecessor, Peninsula Acquisition Corporation, adopted Transphorm Technology’s former company name, “Transphorm, Inc.,” and has been continuing the existing business operations of Transphorm Technology. As Transphorm Technology is deemed the accounting acquirer in connection with the Merger, the financial statements of Transphorm Technology are deemed to be the historical financial statements of the Company.
The Company previously filed the following as exhibits to the Original Form 8-K:
•Transphorm Technology’s audited consolidated financial statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018 and 2017 (Exhibit 99.1);
•Transphorm Technology’s unaudited condensed consolidated financial statements as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018 (Exhibit 99.2); and
•Unaudited pro forma combined financial information of the Company as of and for the nine months ended September 30, 2019 and for the year ended December 31, 2018 (Exhibit 99.3).
On March 25, 2020, the Company filed a Current Report on Form 8-K (Amendment No. 1) to update and refile Exhibits 99.1 and 99.2 to the Original Form 8-K.
In order to prevent a lapse in reporting, the Company is filing this Current Report on Form 8-K/A (Amendment No. 2) (the “Form 8-K/A”) to further amend and supplement the Original Form 8-K, as amended on March 25, 2020, to include Transphorm Technology’s audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018, as required by Section 12240.4 of the SEC’s Division of Corporate Finance Financial Reporting Manual, which covers situations involving reverse acquisitions where the registrant elects to adopt the fiscal year of the accounting acquirer, as well as provide the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Transphorm Technology for the years ended December 31, 2019 and 2018. Accordingly, the Company is hereby amending Item 9.01 of the Original Form 8-K, as amended on March 25, 2020, and filing the following documents as Exhibits 99.4, 99.5 and 99.6, respectively:
•Transphorm Technology’s audited consolidated financial statements as of and for the year ended December 31, 2019 and 2018;
•Management’s Discussion and Analysis of Financial Condition and Results of Operations of Transphorm Technology for the year ended December 31, 2019; and
•Unaudited pro forma combined financial information of the Company as of and for the year ended December 31, 2019.
No other changes have been made to the Original Form 8-K, as amended on March 25, 2020. This Form 8-K/A should be read in conjunction with the Original Form 8-K, as amended on March 25, 2020, and with our filings with the SEC subsequent to the Original Form 8-K, as amended on March 25, 2020. The Form 8-K/A speaks as of the filing date of the Original Form 8-K, as amended on March 25, 2020, and we have not updated the disclosures contained therein or herein to reflect any events which occurred at a date subsequent to the filing of the Original Form 8-K, as amended on March 25, 2020. Defined terms not otherwise defined herein shall have the meaning ascribed to such terms in the Original Form 8-K, as amended on March 25, 2020, except that all references to the “Report” shall now refer to the Original Form 8-K, as amended on March 25, 2020, as amended by this Form 8-K/A.
        
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Item 9.01 Financial Statements and Exhibits.
        (a) Exhibits.
Exhibit Index
Exhibit NumberExhibit Description
2.1 ‡ ^
3.1 ^
3.2 ^
3.3 ^
3.4 ^
4.1 *^
4.2 ^
10.1.1 *^
10.1.2 *^
10.2 *^
10.3.1 #^
10.3.2 #^
10.4.1 #^
10.4.2 #^
10.5 #^
10.6 ^
10.7 *^
10.8 #^
10.9 #^
10.10 #^
10.11.1 †^
10.11.2 †^
10.11.3 †^
10.11.4 ^
10.11.5 †^
10.12.1 †^
10.12.2 †^
10.13.1 †^
2

Exhibit NumberExhibit Description
10.13.2 ^
10.14.1 †^
10.14.2 †^
10.14.3 ^
10.15.1 †^
10.15.2 †
10.15.3 ^
10.16.1 ^
10.16.2 ^
10.17.1 ^
10.17.2 ^
10.17.3 ^
10.17.4 ^
10.18 ^
10.19 ^
10.20.1 *^
10.20.2 ^
10.20.3 ^
10.21.1 *^
10.21.2 ^
10.21.3 ^
10.22.1 ^
10.22.2 ^
10.22.3 ^
10.22.4 ^
10.22.5 ^
3

Exhibit NumberExhibit Description
10.23.1 *^
10.23.2 ^
10.23.3 ^
10.24.1 †^
10.24.2 †^
10.25 †^
10.26 ^
10.27 ^
10.28 ^
16.1 ^
99.1 ¥
99.2 ¥
99.3 ^
99.4
99.5
99.6
‡ Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the SEC on a confidential basis upon request.
^ Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 14, 2020.
* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the SEC on a confidential basis upon request.
# Indicates management contract or compensatory plan.
† Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.
¥ Incorporated by reference to the Registrant’s Current Report on Form 8-K/A filed on March 25, 2020.

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Signature
        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Transphorm, Inc.
Dated: March 30, 2020By:/s/ Mario Rivas
Mario Rivas
Chief Executive Officer

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