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): July 26, 2019

ADESTO TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37582	16-1755067
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3600 Peterson Way
Santa Clara, California	95054
(Address of Principal Executive Offices)	(Zip Code)

(408) 400-0578

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per shares	IOTS	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      x

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.              x

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2019, the Board of Directors (the “Board”) of Adesto Technologies Corporation (the “Company”) elected Susan Uthayakumar and Hervés Fages as members of the Board, to serve as Class I directors whose terms will expire at the Company’s 2022 Annual Meeting of Stockholders or such director’s earlier resignation or removal.

There is no arrangement or understanding between Ms. Uthayakumar or Mr. Fages and any other person pursuant to which each was elected as a director of the Company. There is no transaction, since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which either Ms. Uthayakumar or Mr. Fages had or will have a direct or indirect material interest.  Ms. Uthayakumar and Mr. Fages will receive compensation pursuant to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2019 Annual Meeting of Stockholders.

On July 30, 2019, the Company issued a press release announcing the changes to the composition of its Board of Directors. A copy of this press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press release issued by Adesto Technologies Corporation on July 30, 2019 furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADESTO TECHNOLOGIES CORPORATION
Date: July 31, 2019	By:	/s/ Ron Shelton
		Name: Ron Shelton
		Title: Principal Accounting and Financial Officer

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EX-99.1

Exhibit 99.1

Adesto Appoints Two New Board Members

SANTA CLARA, CA — July 30, 2019 — Adesto® Technologies Corporation (NASDAQ: IOTS), a leading provider of innovative application-specific semiconductors and embedded systems for the IoT, announced that Hervé Fages, executive vice president and president of applied product technologies for Evoqua Water Technologies, and Susan Uthayakumar, president of Schneider Electric Canada, have joined its Board of Directors. These appointments bring the total number of Board members to seven.

“We are delighted to welcome Susan and Hervé to the Board,” said Narbeh Derhacobian, president and CEO, Adesto. “These accomplished executives bring a wealth of expertise and strategic vision from tier one industrial companies. As we continue to execute on our mission of addressing the needs of IoT proliferation and adoption, especially within industrial segments, the addition of these board members will significantly enrich our view of how to best serve our customers.”

“I am excited to work closely with Adesto as it proceeds to its next level of growth,” said Mr. Fages. “The company is moving quickly to address a growing opportunity in the Internet of Things, with a powerful value proposition especially in global industrial markets. Adesto has the right management team, culture, and technology to make a real difference for its customers.”

“The world is transforming through digitization, urbanization and connectivity,” said Ms. Uthayakumar. “Against this backdrop, Adesto’s open solutions for the IoT edge can be used to help customers make faster, more informed business decisions and achieve increased efficiencies. I am excited to be part of the future journey with Adesto as it helps customers embrace the IoT.”

About Hervé Fages

Mr. Fages has more than 25 years’ experience in the industrial market. Prior to joining Evoqua in March 2019, he served as a president for Honeywell International, Inc., where, starting in July 2017, he led the connected building software transformation throughout the Home and Home Building Technologies Division. He previously held senior vice president roles at Schneider Electric and positions at Tyco and Sensormatic, with experience working in Europe, the Middle East, Asia and the Americas. He holds a bachelor’s degree from Montpellier University, France. He also currently serves on the board for Mission 500, a nonprofit that works closely with the security industry to serve the needs of children living in severe poverty across the United States.

About Susan Uthayakumar

Ms. Uthayakumar brings a combination of industrial market and operational expertise to Adesto. She has been with Schneider Electric for the past 15 years working in both the United States and Canada in executive financial, sales and business development leadership roles. Prior to that, Ms. Uthayakumar led strategy and M&A projects globally with McCain Foods Limited, and worked with global advisory firm Deloitte. She has an Executive MBA from the Kellogg School of Management at Northwestern with a focus on international business practices; a Master of Accounting (MAcc) and Bachelor of Arts degrees from the University of Waterloo. She holds Board positions with Building Energy Innovators Council, Center for Urban Energy at Ryerson University, Electro Federation of Canada, and the France-Canada Chamber of Commerce.

About Adesto Technologies Corp.

Adesto Technologies Corporation (NASDAQ:IOTS) is a leading provider of innovative application-specific semiconductors and embedded systems for the IoT. The company’s technology is used by more than 5,000 customers worldwide who are creating differentiated solutions across industrial, consumer, medical and communications markets. With its growing portfolio of high-value technologies, Adesto is helping its customers usher in the era of the Internet of Things.

See: www.adestotech.com

Follow Adesto on Twitter.

Adesto and the Adesto logo are trademarks of Adesto Technologies Corporation or its subsidiaries in the United States and other countries.  Other company, product, and service names may be trademarks or service marks of others.

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Adesto Technologies Media Contact:

Jen Bernier-Santarini

+1 650-336-4222

jen.bernier@adestotech.com

Adesto Technologies Investor Relations:

Leanne K. Sievers
Shelton Group

949-224-3874

sheltonir@sheltongroup.com