Immersion Corp Files 8-K on Definitive Agreement

TL;DR

IMMR filed an 8-K today, looks like a big deal is happening.

AI Summary

On April 16, 2024, Immersion Corporation (IMMR) filed an 8-K, reporting on the entry into a material definitive agreement and its results of operations and financial condition. The filing also includes financial statements and exhibits. Specific details regarding the agreement or financial results were not provided in this excerpt.

Why It Matters

This filing indicates a significant business event for Immersion Corporation, potentially impacting its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing of an 8-K often signals material events, which can introduce uncertainty and potential volatility for investors.

Key Players & Entities

• Immersion Corporation (company) — Registrant
• April 16, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• Aventura, FL (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share IMMR The NASDAQ
• $0.05 — red Shares") at a subscription price of $0.05 per share that, if exercised in full, w
• $35,000,000 — , through Investor , purchas ing u p to $35,000,000 in Rights , Outerbridge purchas ing up
• $5,000,000 — 0 in Rights , and Selz purchasing up to $5,000,000 in Rights (the "Backstop Commitment") .
• $2,450,000 — . BNED will also pay an amount equal to $2,450,000 to the Registrant, through Investor and
• $50,000,000 — and for an aggregate purchase price of $50,000,000 (the "PIPE Transaction"). T he Purcha
• $0 — of the Rollover Debt Amount divided by $0.05, with the Rollover Shares being issu
• $200 million — stockholder equity to be approximately $200 million as of March 31, 2024, subject to standa

Filing Documents

• immr-20240416.htm (8-K) — 86KB
• ex101_1.htm (EX-10.1) — 593KB
• 0001213900-24-033529.txt ( ) — 936KB
• immr-20240416_def.xml (EX-101.DEF) — 16KB
• immr-20240416_pre.xml (EX-101.PRE) — 17KB
• immr-20240416_cal.xml (EX-101.CAL) — 1KB
• immr-20240416_lab.xml (EX-101.LAB) — 35KB
• immr-20240416.xsd (EX-101.SCH) — 4KB
• immr-20240416_htm.xml (XML) — 4KB

.01 Entry into a Material Definitive Agreement

Item 1 .01 Entry into a Material Definitive Agreement . On April 1 6 , 2024, Toro 18 Holdings LLC ("Investor") , a Delaware limited liability company and wholly owned subsidiary of Immersion Corporation ( the " Registrant ") entered into a Standby , Securities Purchase and Debt Conversion Agreement (the " Purchase Agreement " ) with Barnes & Noble Education, Inc., a Delaware Corporation ("BNED"), Vital Fundco, LLC ("Vital"), and 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" ) . Pursuant to the Purchase Agreement, BNED will conduct a rights offering (the "Rights Offering") , whereby (i) BNED will distribute at no charge to the holders of its common stock ("BNED Common Stock") non-transferable subscription rights ("Rights") to purchase up to an aggregate of 9 00,000,000 new shares of BNED Common Stock (the "Offered Shares") at a subscription price of $0.05 per share that, if exercised in full, will provide gross proceeds to BNED of $ 45 ,000,000; (ii) BNED 's stockholders will have oversubscription rights; and (iii) if the Rights Offering is not fully subscribed, the Registrant, through Investor , along with Outerbridge and Selz , will purchase any unsubscribed Rights, with the Registrant, through Investor , purchas ing u p to $35,000,000 in Rights , Outerbridge purchas ing up to $ 5 ,000,000 in Rights , and Selz purchasing up to $5,000,000 in Rights (the "Backstop Commitment") . BNED will reimburse the Registrant, through Investor , Vital , and Outerbridge for reasonable legal and other expenses in connection with the Transactions (as defined below) , up to a maximum of $ 3 , 0 00,000 , $ 200,000 , and $ 2 5 0,000 , respectively. BNED will also pay an amount equal to $2,450,000 to the Registrant, through Investor and

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , including statements related to the Purchase Agreement and the Transactions . These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including risks detailed from time to time in the Registrant's filings with the Securities and Exchange Commission. The forward-looking statements in this Current Report on Form 8-K are based on information available to the Registrant as of the date hereof, and the Registrant does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made except as required by law or regulation . No Offer or Solicitation This Current Report on Form 8-K does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Additional Information Regarding the Special Meeting and Where to Find It BNED intends to file a proxy statement and proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with its solicitation of proxies for the Special Meeting. BNED 'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. BNED's Stockholders may obtain the proxy statement, any amendm

.0 2 Results of Operations and Financial Condition

Item 2 .0 2 Results of Operations and Financial Condition . The Company expects total stockholder equity to be approximately $200 million as of March 31, 2024, subject to standard quarterly closing procedures.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 10.1 Standby, Securities Purchase and Debt Conversion Agreement , dated as of April 1 6 , 2024, by and among Toro 18 Holdings LLC , Barnes & Noble Education, Inc., Vital Fundco, LLC, TopLids LendCo, LLC , Outerbridge Capital Management, LLC , and Selz Family 2011 Trust . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. IMMERSION CORPORATION Date: April 1 6 , 202 4 By: /s/ Eric Singer Name: Eric Singer Title: President, Chief Executive Officer and Chairman

View Full Filing

View this 8-K filing on SEC EDGAR