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0001781405
0001781405
2024-06-05
2024-06-05
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 5, 2024
Odyssey Semiconductor Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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333-234741
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84-1766761
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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9 Brown Road
Ithaca, NY 14850
(Address of Principal Executive Offices)
Registrant’s telephone number including area code: (607) 351-9768
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ☒
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously announced, on March 12, 2024, Odyssey Semiconductor Technologies, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Odyssey Semiconductor, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“SubCo”), JR2J, LLC, a Delaware limited liability company and wholly-owned subsidiary of the SubCo (“JR2J”, together with the SubCo and the Company, the “Seller Parties”), and Power Integration Inc., a Delaware corporation (“Power Integration”). Pursuant to the Asset Purchase Agreement and subject to the satisfaction or waiver of certain conditions and limitation provided therein, the Seller Parties will sell, transfer and assign substantially all of their asset to Power Integration.
Power Integration (Nasdaq: POWI) is a California-based developer and producer of high-voltage integrated circuits for energy-efficient power conversion.
Pursuant to the Asset Purchase Agreement and the agreement between the parties, the name of Power Integration was previously withheld as the board of the Company conducts its search for alternative acquisition proposals pursuant to certain go-shop provisions during a 20-day period (the “Go-Shop Period”) contained in the Asset Purchase Agreement. Upon the conclusion of the Go-Shop Period and the commencement of mailing of the Proxy Statement (as defined below), the transaction was announced in a press release by Power Integration on May 7, 2024.
As previously announced, the Company would organize a special meeting (the “Special Meeting”) of stockholders on or about June 3, 2024 for the approval of the Asset Purchase Agreement, the Asset Sales and other related matters by the stockholders of the Company. In connection with the Special Meeting, the Board has designated April 29, 2024, as the record date established for voting at the Special Meeting. A proxy statement (the “Proxy Statement”) was prepared and mailed to the registered stockholders of the Company, in accordance with requirements of the law of the state of Delaware on or about May 7, 2024.
On June 3, 2024, the Company held the Special Meeting in connection with the Asset Sale.
On April 29, 2024, the record date of the Special Meeting, there were 14,600,881 issued and outstanding shares of common stock of the Company, 8,864,992 shares or approximately 60.7% of which were represented in person or by proxy at the Special Meeting.
The final results for the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
1. The Asset Sale Proposal
The stockholders approved the proposal to consider and approve the sale by the Company of substantially all of its assets pursuant to the Asset Purchase Agreement by and between the Company, SubCo, and JR2J, on the one hand, and Power Integrations, dated March 12, 2024. The voting results were as follows:
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FOR
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AGAINT
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ABSTAIN
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8,860,592
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4,400
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0
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2. The Dissolution Proposal
The stockholders approved the proposal to dissolve the Company, SubCo and JR2J and to approve a plan of dissolution, winding up and distribution approve and recommended by the Company’s Board of Directors, pursuant to which the Company, SubCo and JR2J will be voluntarily dissolved, their assets liquidated as necessary, their liabilities:
The voting results were as follows:
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FOR
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AGAINT
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ABSTAIN
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8,861,592
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3,400
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0
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Pursuant to the Asset Purchase Agreement, and subject to the satisfactions of certain conditions, the Asset Sales is expected to close on or around July 1, 2024, but no later than July 10, 2024 (the “Closing Date”). On or about the Closing Date, the Company shall notify OTC Market Group of its intent to withdraw from being quoted on the over-the-counter market, and move forward with the plan to dissolve the Company.
Item 7.01 Regulation FD Disclosure.
On June 5, 2024, the Company issued a press release announcing the approval of the Asset Sale by its stockholders. A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and the press releases hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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.
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Odyssey Semiconductor Technologies, Inc.
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Date: June 5, 2024
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By:
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/s/ Richard Brown |
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Name: Richard Brown
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Title: Chief Executive Officer
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Exhibit 99.1
Odyssey Semiconductor Technologies Announces Stockholder Approval of Asset Sale to Power Integration
Ithaca, New York, June 5, 2024 – Odyssey Semiconductor Technologies, Inc. (OTC: ODII, “Odyssey” or the “Company”), a semiconductor device company developing innovative high-voltage power switching components based on proprietary gallium nitride ("GaN") processing technology, today announced that its previously announced plan to sell (the “Asset Sale”) substantially all of its assets to Power Integration, Inc., (“Power Integration”) was approved at a special meeting of stockholders (the "Special Meeting") of Odyssey on June 3, 2024.
The Asset Sale was approved by about 99% of the votes cast at the Special Meeting. Odyssey plans to file the results of the Special Meeting, as tabulated by an independent inspector of elections, on a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) later today.
Power Integration (Nasdaq: POWI) is a California-based developer and producer of high-voltage integrated circuits for energy-efficient power conversion.
Pursuant to the Asset Purchase Agreement and the agreement between the parties, the Company, assisted by an investment bank, conducted a search for alternative acquisition proposals pursuant to certain go-shop provisions during a 20-day period (the “Go-Shop Period”) ending on April 1, 2024. Upon the conclusion of the Go-Shop Period and the commencement of mailing of a certain proxy statement prepared and mailed by Odyssey on or about May 7, 2024, the transaction was also announced in a press release by Power Integration on May 7, 2024.
Subject to the satisfaction of customary closing conditions, the transaction is expected to close in early July. After closing, Odyssey shall notify OTC Market Group of its intent to withdraw from being quoted on the over-the-counter market, cease operations and move forward with the plan to dissolve the Company including the payment of a liquidating distribution to common shareholders to the extent funds are available.
About Odyssey Semiconductor Technologies, Inc.
Odyssey Semiconductor Technologies, Inc., is developing a proprietary technology that is designed to allow for GaN to replace SiC as the emerging high-voltage power switching semiconductor material. Based in Ithaca, NY, the Company operates a 10,000 sq. ft. semiconductor wafer manufacturing facility complete with a mix of class 1,000 and class 10,000 clean space as well as tools for advanced semiconductor development and production. Odyssey Semiconductor also offers a world-class semiconductor device development and foundry service.
For more information, visit the Company's website at www.odysseysemi.com and LinkedIn.
Forward-Looking Statements
Statements in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, forecasts, representations and contentions and are not historical facts and typically are identified by use of terms such as "may," "will," "should," "could," "expect," "plan," "forecast,""anticipate," "believe," "estimate," "predict," "potential," "continue" and similar words, although some forward-looking statements are expressed differently. These forward-looking statements are based on management's current expectations and assumptions and are subject to risks and uncertainties described more fully in the Company's filings on Forms 10-K and 10-Q and other periodic filings with the Securities and Exchange Commission. Factors that could cause actual results to differ materially from those currently anticipated include, without limitation, risks relating to the results of our research and development activities, including uncertainties relating to semiconductor process manufacturing; the early stage of our GaN-based technology presently under development; our ability to protect our intellectual property rights that are valuable to our business, including patent and other intellectual property rights; our ability to successfully market and sell our technologies; the ability to achieve high volume manufacturing and the size and growth of the potential markets for any of our technologies, the rate and degree of market acceptance of any of our technologies and our ability to raise funding to support operations and the continued development and qualification of our technology.
In light of these risks, uncertainties and assumptions, the forward-looking statements regarding future events and circumstances discussed in this press release may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements included herein speak only as of the date hereof, and we undertake no obligation to update publicly or privately any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in our expectations.
Important Additional Information and Where to Find It
This press release is being issued in connection with the approval by the Company’s Shareholders of the Asset Sale and liquidating distribution of the Company at a meeting of the Shareholders held on June 3, 2024. A copy of this Press Release will be filed with the Securities Exchange Commission as an exhibit to a Current Report on Form 8-K, copies of which may be obtained free of charge at www.sec.gov.
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Contact
Rick Brown, CEO
Rick.Brown@odysseysemi.com
607-351-9768
v3.24.1.1.u2
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