MAXLINEAR, INC — Regulatory Filings 2020

Sep 9, 2020

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2020

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MaxLinear, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-34666	14-1896129
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5966 La Place Court , Suite 100 , Carlsbad , California 92008

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: ( 760 ) 692-0711

N/A

(Former name or former address, if changed since last report)

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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 ( see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	MXL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ).

Emerging growth company ¨

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. ¨

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Item 3.02 Unregistered Sales of Equity Securities

On September 9, 2020, in connection with the closing of its acquisition of NanoSemi, Inc. (“NanoSemi”), MaxLinear, Inc. (“MaxLinear”) issued 804,163 shares of MaxLinear’s common stock to the former NanoSemi stockholders as partial consideration for the acquisition (the “Acquisition”). This issuance of shares was made in reliance on one or more of the following exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”): Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act. MaxLinear has agreed to provide the former NanoSemi stockholders with certain registration rights with respect to the shares of MaxLinear common stock issued in the Acquisition.

Item 8.01 Other Events

On September 9, 2020, MaxLinear issued a press release announcing the Acquisition. A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit	Description
99.1	Press release dated September 9, 2020
104	C over Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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 thereunto duly authorized.

Date:
(Registrant)
By:	/s/ Steven Litchfield
	Steven Litchfield
	Chief Financial Officer and Chief Corporate Strategy Officer

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