false 0001173489 0001173489 2021-05-31 2021-05-31
 
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): May 31, 2021
 
CEVA, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
000-49842
(Commission File Number)
77-0556376
(I.R.S. Employer Identification No.)
   
15245 Shady Grove Road, Suite 400, Rockville, MD
(Address of Principal Executive Offices)
20850
(Zip Code)
 
(240)-308-8328
(Registrant’s Telephone Number, Including Area Code)
 

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 (see General Instruction A.2. below):
 
 
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, $.001 per share
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 (§230.405 of this chapter) or Rule 12b-2 of the Security 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
 
On May 31, 2021, CEVA, Inc. (the “Company”) completed its previously announced acquisition of Intrinsix Corp. (“Intrinsix”), a leading chip design specialist.
 
The Company acquired Intrinsix pursuant to the Agreement and Plan of Merger, made and entered into on May 9, 2021 (the “Merger Agreement”), by and among the Company, Northstar Merger Sub, Inc., Intrinsix and Shareholder Representative Services LLC, for $33 million in cash, subject to working capital and other customary purchase price adjustments (“the Merger Consideration”). As previously disclosed, concurrently with the execution of the Merger Agreement, the Company entered into holdback agreements with the Chief Executive Officer and the Chief Technology Officer of Intrinsix pursuant to which 25% of the Merger Consideration payable to each of them in respect of their equity in Intrinsix is being held back and, subject to their respective continued employment with the Company, released to them over a period of twenty four (24) months after closing of the acquisition. Intrinsix is now a wholly owned subsidiary of the Company.
 
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger 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 May 10, 2021 and which is incorporated herein by reference into this Item 2.01.
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(a)
Financial Statements of Business Acquired
 
The Company intends to file the financial statements required by Item 9.01(a) by an amendment to this Current Report on Form 8-K (this “Report”) no later than 71 days following the date that this Report is required to be filed. 
 
(b)
Pro Forma Financial Information
 
The Company intends to file the pro forma financial information required by Item 9.01(b) by an amendment to this Report no later than 71 days following the date that this Report is required to be filed. 
 
(d)
Exhibits.
 
2.1*
Agreement and Plan of Merger (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 10, 2021).
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
*
Exhibits and schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) 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.
 
 

 
 
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.
 
 
CEVA, INC.
 
       
 
Date: June 1, 2021
 
 
By:
/s/ Yaniv Arieli
 
   
Yaniv Arieli
Chief Financial Officer