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): ~~February~~ April 14, 2020

Adesto Technologies Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37582	16-1755067
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3600 Peterson Way
Santa Clara, California		95054
(Address of Principal Executive Offices)		(Zip Code)

(408) 400-0578 (Registrant’s Telephone Number, Including Area Code)

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨o 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		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		IOTS		NASDAQ

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).

Emerging growth company x

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. x

Item 58.~~02.~~01 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.~~Events

~~Awards~~Press ~~of Performance Based Cash Compensation for Executive Officers~~Release

On ~~February~~ April 14, 2020, the ~~Compensation~~Company ~~Committee (the~~issued ~~“Committee”)~~a ofpress ~~the~~release ~~Board~~announcing ofexpiration ~~Directors~~ of ~~Adesto~~Hart-Scott-Rodino ~~Technologies~~waiting ~~Corporation~~period ~~(the “Company”) approved an executive officer bonus plan~~ for ~~2020~~proposed ~~(“2020~~transaction ~~Bonus~~with ~~Plan”)~~Dialog Semiconductor, ~~and~~a ~~set~~copy ~~target~~of ~~bonus~~which ~~amounts~~is ~~for its~~attached ~~executive~~as ~~officers, including the named executive officers~~Exhibit 99.1 ~~The~~to ~~Committee~~this ~~also~~Current ~~approved~~Report ~~target~~on ~~bonus~~Form 8-K ~~amounts~~and ~~under~~is ~~the~~incorporated ~~2020 Bonus~~by ~~Plan~~reference herein.

~~Under~~Item ~~the~~9.01 ~~2020~~Financial ~~Bonus~~Statements ~~Plan, in 2021, participants will be eligible to receive a bonus equal to their respective target bonus amounts, based upon Company achievement of specific 2020 financial performance objectives~~ and ~~participant achievement of specific 2020 non-financial management and business objectives (“MBOs”) established for that participant~~Exhibits.

~~The 2020 on-target bonus amounts were set at the following levels for the following named executive officers:~~(d) Exhibits.

Narbeh Derhacobian – 85% of base salary

Exhibit Number		Description of Document
99.1		Press Release, dated April 14, 2020.

~~Ron Shelton – 55% of base salary~~2

~~Andy Lovit – 100% of base salary~~SIGNATURES

~~For~~Pursuant ~~Mr. Derhacobian~~to ~~and~~the ~~Mr. Shelton, 70%~~requirements of the ~~bonus~~Securities ~~will~~Exchange beAct ~~determined~~of by1934, ~~Company~~as ~~financial~~amended, ~~performance~~the ~~and~~Registrant ~~30%~~has byduly ~~achievement~~caused ofthis ~~MBOs. For~~report ~~Mr. Lovit, 10%~~to ~~of the bonus will~~ be ~~determined~~signed byon ~~Company~~its ~~financial~~behalf ~~performance, 85%~~ by ~~divisional~~the ~~financial~~undersigned ~~performance~~hereunto ~~and~~duly ~~5% by achievement of MBOs~~authorized.

Company financial objectives for 2020 are expressed in terms of revenue, gross margin, and adjusted EBITDA (as defined in the Company’s earnings releases). After setting specific target performance levels for revenue, gross margin and adjusted EBITDA, the Committee weighted each metric and determined that performance at 100% of these targets would drive 35%, 35% and 30% payouts on the Company financial performance portion of the bonus, respectively. No bonus would be earned for performance of a metric at 80% of target or less, and performance at 110% of target (maximum) would drive 53.8%, 53.8% and 48.8% payouts for the Company financial bonus.

			ADESTO TECHNOLOGIES CORPORATION


Date:	April 14, 2020	By:	/s/ Ron Shelton
			Name: Ron Shelton
			Title: Chief Financial Officer

~~MBOs targets for each participant are established by the Committee to align with the Company’s operational and strategic objectives and the participants’ areas of responsibility.~~3

Grants of Performance-Based Restricted Stock Units for Executive Officers

On February 14, 2020, the Committee also approved grants of performance-based restricted stock units (“PRSUs”) to acquire shares of Company common stock to executive officers of the Company, including PRSUs covering up to 28,695 shares for Mr. Derhacobian, 12,953 shares for Mr. Shelton and 8,462 shares for Mr. Lovit. These awards, granted under the 2015 Equity Incentive Plan, are subject to vesting based on the achievement of specified performance metrics.

Under the PRSUs, depending on the percentage by which the cumulative appreciation of the closing price per share of Company common stock from January 31, 2020 to January 31, 2021 (with such price at the end of the period being equal to the average closing price per share of Company common stock for the 30 consecutive trading days prior to and including January 31, 2021) (“Company Stock Price Performance”) exceeds the cumulative appreciation of the Russell 2000 Index from January 31, 2020 to January 31, 2021 (“Index Performance”), 0% to 100% of the target shares will be eligible to be earned as of January 31, 2021. If (x) the Company Stock Price Performance for the performance period does not exceed Index Performance over the same period or (y) the closing price per share of Company common stock on January 31, 2021 does not meet or exceed a pre-established price per share, then no shares will be earned under the awards and all shares will be forfeited under the awards. If any target shares become earned (“earned shares”) as a result of achievement of the performance metrics, then 25% of the earned shares shall vest in equal installments on July 31, 2021 and at the end of each of the next three six-month

periods thereafter until all of the earned shares have completed vested. Subject to certain exceptions, the awards shall vest, if at all, only after January 31, 2021, and the executive officers must be employed by the Company at the time of vesting for the award to vest.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ADESTO TECHNOLOGIES CORPORATION
Date:	February 21, 2020	By:	/s/ Ron Shelton
			Name: Ron Shelton
			Title: Chief Financial Officer

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