UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2, 2023
CEVA, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-49842 | 77-0556376 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
15245 Shady Grove Road, Suite 400, Rockville, MD 20850
(Address of Principal Executive Offices, and Zip Code)
(240) 308-8328
Registrant’s Telephone Number, Including Area Code
Not applicable
(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 communication 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | CEVA | The NASDAQ Stock Market LLC |
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
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. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 2, 2023, CEVA, Inc. (the “Company”) completed its previously announced sale of its wholly owned subsidiary Intrinsix Corp. (“Intrinsix”), a Massachusetts-based provider of design engineering solutions focused on the U.S. Aerospace & Defense industry, to Cadence Design Systems, Inc. (“Cadence”).
The Company sold Intrinsix pursuant to the Share Purchase Agreement, made and entered into on September 14, 2023, by and among the Company, Intrinsix and Cadence (the “Agreement”), for $35 million in cash, less approximately $7.5 million repaid by Intrinsix to the Company in respect of an intercompany obligation and subject to other certain purchase price adjustments as provided for in the Agreement (the “Consideration”). As previously disclosed, an amount of $300,000 from the Consideration was deposited with a third-party escrow agent for the purposes of satisfying any additional post-closing purchase price adjustments owed by the Company to Cadence. In addition, a further amount of $3.5 million of the Consideration was deposited with the same escrow agent, to be held for a period of 18 months, as security for the Company’s indemnification obligations to Cadence in accordance with the terms and conditions set forth in the Agreement. Intrinsix is now a wholly owned subsidiary of Cadence.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2023 and which is incorporated herein by reference to this Item 2.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number | Description | |
| 2.1* | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * Certain exhibits and schedules to the Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC. |
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.
CEVA, INC. | ||
| Date: October 2, 2023 | By: | /s/ Yaniv Arieli |
| Name: | Yaniv Arieli | |
| Title: | Chief Financial Officer | |