iphi20200929

iphi20200929_8k.htm

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): September 29, 2020

INPHI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34942	77-0557980
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)

2953 Bunker Hill Lane, Suite 300
Santa Clara, California		95054
(Address of principal executive offices)		(Zip Code)

(408) 217-7300

(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 obligations of the registrant under any of the following provisions:

☐	Written communications 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 per share	IPHI	The New York Stock Exchange

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. ☐

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(d)

On September 29, 2020, Inphi Corporation (“Inphi”), acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the principal listing of Inphi’s common stock, par value $0.001 cents per share (the “Common Stock”) from the New York Stock Exchange (“NYSE”) and transfer the listing to the Nasdaq Global Select Market (“Nasdaq”). Inphi expects that listing and trading of its common stock on NYSE will end at market close on October 13, 2020, and that trading will begin on Nasdaq at market open on October 14, 2020.

The Common Stock has been approved for listing on Nasdaq, where it will continue to trade under the stock symbol “IPHI.”

Item 7.01.

Regulation FD Disclosure.

Inphi issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Common Stock to Nasdaq.

The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated October 1, 2020
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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 thereunto duly authorized.

Date: October 1, 2020	INPHI CORPORATION


	By:	/s/ Richard T. Ogawa
		Richard T. Ogawa
		General Counsel

ex_205572.htm

Exhibit 99.1

Inphi Announces Listing Transfer to Nasdaq

Ticker Symbol to Remain “IPHI”

SAN JOSE, Calif., October 1, 2020 – Inphi Corporation (NYSE: IPHI), a leader in high-speed data movement interconnects, announced today that it will voluntarily transfer its stock exchange listing from the New York Stock Exchange to the Nasdaq Global Select Market ("Nasdaq"). The Company will retain the "IPHI" ticker with trading on the Nasdaq expected to begin on October 14, 2020.

“Listing on Nasdaq marks an important milestone for Inphi as we celebrate our 10^th anniversary as a public company and our 20^th anniversary since our founding,” said Ford Tamer, President and CEO, Inphi. “This move aligns with our vision of transitioning to a digital world as we partner with Nasdaq’s cutting-edge technology in intelligent investor relations solutions to reach a larger audience of investors and enhance shareholder value. We are excited to join the ranks of the world’s most innovative and forward-looking companies in their respective industries.”

"Inphi represents the growth-oriented and industry-defining technology companies that call Nasdaq home," said Nelson Griggs, President, Nasdaq Stock Exchange. "Nasdaq is driven by the same entrepreneurial spirit valued by Inphi and we look forward to supporting the company’s continued success.”

About Inphi
Inphi Corporation is a leader in high-speed data movement interconnects. We move big data – fast, throughout the globe, between data centers, and inside data centers. Inphi’s expertise in signal integrity results in reliable data delivery, at high speeds, over a variety of distances. As data volumes ramp exponentially due to video streaming, social media, cloud-based services, and wireless infrastructure, the need for speed has never been greater. That’s where we come in. Customers rely on Inphi’s solutions to develop and build out the Service Provider and Cloud infrastructures, and data centers of tomorrow. To learn more about Inphi, visit www.inphi.com or connect with Inphi on Twitter or Linkedin.

# # #

Inphi, the Inphi logo and Think fast are registered trademarks of Inphi Corporation. All other trademarks used herein are the property of their respective owners.

Corporate Contact:
Kim Markle
408-217-7329
kmarkle@inphi.com

Investor Contact:

Vernon P. Essi, Jr.

408-606-6524

vessi@inphi.com

Document And Entity Information	Sep. 29, 2020
Document Information [Line Items]
Entity, Registrant Name	INPHI CORPORATION
Document, Type	8-K
Document, Period End Date	Sep. 29, 2020
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-34942
Entity, Tax Identification Number	77-0557980
Entity, Address, Address Line One	2953 Bunker Hill Lane
Entity, Address, Address Line Two	Suite 300
Entity, Address, City or Town	Santa Clara
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	95054
City Area Code	408
Local Phone Number	217-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	IPHI
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001160958