Amendment: Immersion Corporation filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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. ☐
EXPLANATORY NOTE
On June 12, 2024, Immersion Corporation, a Delaware corporation (the “Registrant”), filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Form 8-K”) reporting the completion on June 10, 2024 of the previously announced transactions (the “Transactions”) contemplated by the Standby, Securities Purchase and Debt Conversion Agreement (the “Purchase Agreement”) among Toro 18 Holdings, LLC (“Investor”), a Delaware limited liability company and wholly owned subsidiary of the Registrant, Barnes & Noble Education, Inc., a Delaware corporation (“BNED”), Vital Fundco, LLC (“Vital”), TopLids LendCo, LLC (“TopLids” and, together with Vital, the “Lien Purchasers”), Outerbridge Capital Management, LLC (“Outerbridge”), and Selz Family 2011 Trust (“Selz” and, together with Outerbridge, Investor, Vital, and TopLids, each individually a “Purchaser” and together the “Purchasers”).
This Current Report on Form 8-K/A is being filed to amend the Form 8-K to provide the financial statements and pro forma financial information described below, in accordance with the requirements of Item 9.01 of Form 8-K. The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Registrant and BNED would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Transactions. Except as described above, all other information in the Form 8-K filed on June 10, 2024 remains unchanged.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired.
The audited consolidated balance sheets of BNED and its subsidiaries as of April 29, 2023 and April 27, 2024 and related consolidated statements of income and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the fiscal years ended April 29, 2023 and April 27, 2024, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.1, and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial statements of the Registrant and BNED as of and for the year ended December 31, 2023 and the three and six months ended June 30, 2024 are filed herewith and attached hereto as Exhibit 99.2, and are incorporated herein by reference.
(d) Exhibits.
Exhibit No. |
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Description |
23.1 |
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm of BNED. |
99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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IMMERSION CORPORATION | |
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Date: |
August 26, 2024 |
By: |
/s/ J. MICHAEL DODSON |
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Name: |
J. Michael Dodson |
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Title: |
Chief Financial Officer |
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