Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed by Transphorm, Inc. (the "Company") in its Current Reports on Form 8-K that were filed with the Securities and Exchange Commission on November 9, 2021 and November 10, 2021 , the Company entered into a series of securities purchase agreements on November 5, 2021 and November 9, 2021 (each, a "Purchase Agreement") with the investors named therein (the "Purchasers"), including the Company's largest stockholder, KKR Phorm Investors L.P. The Purchase Agreements provide that, during the Second Investment Period (as defined in the Purchase Agreements), each Purchaser has the right (but not the obligation) (an "Option"), subject to the satisfaction of customary closing conditions, to purchase and acquire from the Company additional shares of the Company's common stock at a purchase price of $5.00 per share and additional warrants to purchase shares of the Company's common stock.

On May 16, 2022, the Company and the Purchasers entered into amendments to the Purchase Agreements to provide that the Second Investment Period be adjusted to begin after the close of trading on the first full trading day after the Company's earnings announcement for the fourth fiscal quarter and year ended March 31, 2022 and ending at 5:00 p.m. Pacific Time on the seventh business day following such earnings announcement.

The foregoing summary of the amendments to the Purchase Agreements is qualified in its entirety by reference to the form of First Amendment to Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.             Description
10.1                      Form of First Amendment to Securities Purchase Agreement, dated May 16,
                        2022
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)



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