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SUBSEQUENT EVENT
3 Months Ended
Mar. 31, 2024
SUBSEQUENT EVENT  
SUBSEQUENT EVENT

11. SUBSEQUENT EVENT


Following the fiscal quarter ended March 31, 2024, Toro 18 Holdings LLC (“Investor”), a Delaware limited liability company and wholly owned subsidiary of Immersion, entered into a Standby, Securities Purchase and Debt Conversion Agreement (the “Purchase Agreement”), dated April 16, 2024, with Barnes & Noble Education, Inc., a Delaware corporation (“BNED”), and certain other parties.  Pursuant to the Purchase Agreement, BNED will conduct a rights offering (the “Rights Offering”), whereby (i) BNED will distribute at no charge to the holders of its common stock (“BNED Common Stock”) non-transferable subscription rights (“Rights”) to purchase up to an aggregate of 900,000,000 new shares of BNED Common Stock at a subscription price of $0.05 per share (the “Subscription Price”); (ii) BNED’s stockholders will have oversubscription rights; and (iii) if the Rights Offering is not fully subscribed, Immersion, through Investor, has agreed to purchase up to $35.0 million in unsubscribed Rights (the “Backstop Commitment”). Pursuant to the Purchase Agreement, Immersion, through Investor, will also purchase 900,000,000 new shares of BNED Common Stock at the Subscription Price in a private placement transaction. The Purchase Agreement further provides for a conversion of certain of BNED’s outstanding debt into shares of BNED Common Stock at the Subscription Price.  The closing of the transactions contemplated by the Purchase Agreement is also subject to the approval of BNED stockholders at a special meeting to be held by BNED. In connection with these transactions, BNED has agreed to reimburse Immersion, through Investor, for its reasonable legal and other expenses, up to a maximum of $2.5 million, and will pay Immersion, through Investor, $2.5 million as consideration for its Backstop Commitment.