ROTH Capital Partners acts as Co-Manager for
Adesto Technologies (Nasdaq: IOTS) in its
$80.5 Million Senior Convertible Notes Offering


For more information please contact:
Investment Banking

David Enzer
Managing Director
(310) 445-5868
Robert Reid
Vice President
(949) 720-7146
Equity Capital Markets
Aaron Gurewitz
Head of Equity
Capital Markets
(949) 720-5703
Nazan Akdeniz
Senior Vice President
(949) 720-5740
Lou Ellis
Senior Vice President
(949) 720-5739

Transaction Information
Adesto Technologies (NASDAQ:IOTS), a leading provider of innovative application-specific semiconductors for the IoT era, has closed on $80.5 million aggregate principal amount of 4.25% Convertible Senior Notes due 2024 in a private offering to qualified institutional buyers pursuant to Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933. The closing included full exercise of the over-allotment option for $10.5 million.

The notes will be senior, unsecured obligations of Adesto, and will bear interest at 4.25% per year payable semiannually in arrears. The notes will mature on September 15, 2024, unless earlier converted, redeemed or repurchased. Prior to June 15, 2024, the notes will be convertible at the option of holders of the notes only under certain circumstances, and thereafter, at any time prior to the close of business on the business day immediately preceding the maturity date. Upon conversion, the notes may be settled in shares of Adesto common stock, cash, or a combination thereof, at the election of Adesto.

The conversion rate for the notes will initially be 83.3021 shares of Adesto common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $12.00 per share of Adesto common stock). The initial conversion price of the notes represents a premium of approximately 32.5% to the $9.06 per share closing price of Adesto common stock on the Nasdaq Capital Market on September 18, 2019.

In connection with the pricing of the notes, Adesto also entered into privately negotiated capped call transactions with certain financial institutions (the "option counterparties"). The capped call transactions are expected generally to offset potential dilution to holders of Adesto's common stock as a result of any conversion of the notes, with such offset subject to a cap based on the cap price. The capped call transactions will result in a conversion price of $15.86 per share, representing a premium of approximately 75.0% over the per share closing price of Adesto's common stock of $9.06 per share on September 18, 2019, and is subject to certain adjustments under the terms of the capped call transactions.

Adesto may not redeem the notes prior to September 20, 2022.

Adesto expects to use approximately $35.5 million of the net proceeds from the offering to repay in full Adesto's existing term loan and approximately $5.3 million of the net proceeds from the offering of the notes to pay the cost of the capped call transaction. Adesto expects to use the remainder of the net proceeds from the offering for general corporate purposes, which may include investments, acquisitions, or other strategic transactions. However, Adesto has not designated any specific uses and has no current agreements or commitments with respect to any material investment, acquisition, or strategic transaction.

ROTH Capital Partners acted as a co-manager for the offering.

About Adesto Technologies
Adesto Technologies Corporation (NASDAQ: IOTS) is a leading provider of innovative application-specific semiconductors and embedded systems for the IoT. The company’s technology is used by more than 5,000 customers worldwide who are creating differentiated solutions across industrial, consumer, medical and communications markets. With its growing portfolio of high-value technologies, Adesto is helping its customers usher in the era of the Internet of Things. For For more information, please visit (Source: Company Press Release | 8/14/19)

About ROTH Capital Partners
ROTH Capital Partners, LLC (ROTH), is a relationship-driven investment bank focused on serving emerging growth companies and their investors. As a full-service investment bank, ROTH provides capital raising, M&A advisory, analytical research, trading, market-making services and corporate access. Headquartered in Newport Beach, CA, ROTH is privately-held and employee owned, and maintains offices throughout the U.S. For more information on ROTH, please visit

Date of Announcement: 10/09/19

The material, information and  facts discussed in this announcement other than the information regarding ROTH Capital Partners, LLC ("ROTH") and its affiliates, are from sources believed to be reliable, but are in no way guaranteed to be complete or accurate. This announcement should not be used as a complete analysis of any companies, securities or topics discussed herein. Additional information is available upon request. This is not, however, an offer or solicitation of the securities discussed. Any opinions or estimates in this announcement are subject to change without notice. An investment in any security based on this announcement may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Additionally, such investments may involve a high degree of risk and may not be suitable for all investors. No part of this announcement may be reproduced in any form without the express written permission of ROTH. Copyright 2019.