8-K

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):    July 20, 2021

Commission File Number 0-17795

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:

☐ 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:

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 ☐

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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 20, 2021, Cirrus Logic, Inc., a Delaware corporation (“Cirrus Logic”), completed its previously announced acquisition of Lion Semiconductor Inc., a Delaware corporation (“Lion”).

Cirrus Logic acquired Lion pursuant to the Agreement and Plan of Merger entered into on July 8, 2021 (the “Merger Agreement”), by and among Cirrus Logic, Lion, Leo Merger Sub, Inc., and Fortis Advisors LLC, solely in its capacity as agent for Lion’s securityholders, for $335 million in cash, adjusted for cash, debt, net working capital, transaction expenses, and holdback amounts.

Lion is now a wholly-owned subsidiary of Cirrus Logic.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed with the SEC on July 8, 2021 as Exhibit 10.1 to Cirrus Logic’s Current Report on Form 8‐K, and which is incorporated herein by reference into this Item 2.01.

SIGNATURES

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

EXHIBIT INDEX

Exhibit No. Description

10.1 Agreement and Plan of Merger (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 8, 2021).

104 Cover Page Interactive Data File (formatted as Inline XBRL)

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Exhibit 10.1

Exhibit 104