---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-164045"
form_type: "8-K"
ticker: null
cik: "0001715768"
company_name: "Transphorm, Inc."
filed_at: "2024-06-20T23:59:59+00:00"
generated_at: "2026-06-01T03:34:43.805872+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Transphorm acquired by Renesas for $5.10/share; stock to be delisted

## Summary
- Merger completed June 20, 2024; shareholders receive $5.10 per share in cash.
- Total consideration ~$345 million paid from Renesas's cash on hand.
- All directors and officers (Parikh, Mishra, McAulay) replaced; Chittipeddi sole director.
- Common stock to be delisted from Nasdaq and deregistered under Exchange Act.
- Pre-closing credit facility amended to allow $15M borrowing; post-closing reduced to $3M.

## SEC filing metadata
- accession: 0001193125-24-164045
- form_type: 8-K
- cik: 0001715768
- company_name: Transphorm, Inc.
- filed_at: 2024-06-20T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/d823213d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-164045
- JSON: https://secwatch.observer/filing/0001193125-24-164045.json
- Plain text: https://secwatch.observer/filing/0001193125-24-164045.txt

## Key facts
- Executive change
  Primit Parikh departed as Director at Transphorm, Inc..
  - Action: ceased
  - Role: Director
  source text: Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- Executive change
  Eiji Yatagawa departed as Director at Transphorm, Inc..
  - Action: ceased
  - Role: Director
  source text: Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- Executive change
  Kelly Smales departed as Director at Transphorm, Inc..
  - Action: ceased
  - Role: Director
  source text: Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- Executive change
  Julian Humphreys departed as Director at Transphorm, Inc..
  - Action: ceased
  - Role: Director
  source text: Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- Executive change
  Cynthia (Cindi) Moreland departed as Director at Transphorm, Inc..
  - Action: ceased
  - Role: Director
  source text: Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- Executive change
  Katharina McFarland departed as Director at Transphorm, Inc..
  - Action: ceased
  - Role: Director
  source text: Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- Executive change
  Umesh Mishra departed as Director at Transphorm, Inc..
  - Action: ceased
  - Role: Director
  source text: Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- Executive change
  Umesh Mishra departed as other_named_officer at Transphorm, Inc..
  - Action: ceased
  source text: Immediately after the Effective Time, Umesh Mishra and Cameron McAulay, each of whom was an officer of the Company as of immediately prior to the Effective Time, ceased serving in their respective corporate offices of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- Executive change
  Cameron McAulay departed as other_named_officer at Transphorm, Inc..
  - Action: ceased
  source text: Immediately after the Effective Time, Umesh Mishra and Cameron McAulay, each of whom was an officer of the Company as of immediately prior to the Effective Time, ceased serving in their respective corporate offices of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- Executive change
  Sailesh Chittipeddi was appointed as Sole Director at Transphorm, Inc..
  - Action: became
  - Role: Sole Director
  source text: At the Effective Time, Sailesh Chittipeddi became the sole director of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm
- M&A Transactions
  Transphorm, Inc. underwent a change of control involving Renesas Electronics America Inc. for approximately $345 million (closed 2024-06-20).
  - Action: change of control
  - Counterparty: Renesas Electronics America Inc.
  - Consideration: approximately $345 million
  - Closing: 2024-06-20
  source text: Company Options and Company Warrants from cash on hand. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $345 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715768/000119312524164045/0001193125-24-164045-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.