iots_Current_Folio_SD

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

ADESTO TECHNOLOGIES CORPORATION

 

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

 

Delaware

    

00137582

    

161755067

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

3600 Peterson Way, Santa Clara, California

    

95054

(Address of Principal Executive Offices)

 

(Zip Code)

 

Ron Shelton

(408) 4000578

 

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Not Applicable

 

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

Check the appropriate box below to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

☒    Rule 13p1 under the Securities Exchange Act (17 CFR 240.13p1) for the reporting period January 1 to December 31, 2018

 

 

 

Item 1.01. Conflict Minerals Disclosure and Report.

Conflict Minerals Disclosure

A copy of the Conflict Minerals Report of Adesto Technologies Corporation (Adesto) for the reporting period January 1 to December 31, 2018 is filed as Exhibit 1.01 to this specialized disclosure report on Form SD and is also available on Adestos website at http://ir.adestotech.com/financial-information/sec-filings.

Item 1.02. Exhibit.

Adesto has filed, as an exhibit to this Form SD, a Conflict Minerals Report as required by Item 1.01 of this Form.

Item 2.01. Exhibit.

 

 

 

Exhibit
Number

    

Description of Document

1.01

 

Adesto Technologies Corporation Conflict Minerals Report for the reporting period January 1 to December 31, 2018.

 

2

SIGNATURES

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 duly authorized undersigned.

 

ADESTO TECHNOLOGIES CORPORATION

 

 

 

 

Dated: May 31, 2019

By:

/s/ Ron Shelton

 

Name:

Ron Shelton

 

Title: 

Chief Financial Officer

 

3

iots_Ex1_01

Exhibit 1.01

Adesto Technologies Corporation

Conflict Minerals Report

For The Reporting Period January 1 to December 31, 2018

This Conflict Minerals Report (CMR) has been prepared by Adesto Technologies Corporation (herein referred to, alternatively, as Adesto,” “we and our). This CMR for the reporting period January 1 to December 31, 2018 is presented to comply with the final conflict minerals implementing rules (Final Rules) promulgated by the Securities and Exchange Commission (SEC), as modified by SEC guidance issued on April 29, 2014 and the SEC order issued on May 2, 2014. The Final Rules were adopted by the SEC to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as codified in Section 13(p) of the Securities Exchange Act of 1934. The Final Rules impose certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals that are necessary to the functionality or production of their products. Conflict minerals are currently defined by the SEC as cassiterite, columbite-tantalite (coltan), gold, wolframite, or their derivatives, which the SEC has currently limited to tin, tantalum, tungsten, and gold.

To comply with the Final Rules, we conducted due diligence on the origin, source and chain of custody of the conflict minerals that were necessary to the functionality or production of the products that we manufactured or contracted to manufacture to ascertain whether these conflict minerals originated in the Democratic Republic of the Congo or an adjoining country (collectively, Covered Countries) and financed or benefited armed groups (as defined in Section 1, Item 1.01(d)(2) of Form SD) in any of these countries.

Pursuant to SEC guidance issued April 29, 2014 and the SEC order issued May 2, 2014, Adesto is not required to describe any of its products as DRC conflict free (as defined in Section 1, Item 1.01(d)(4) of Form SD), DRC conflict undeterminable (as defined in Section 1, Item 1.01(d)(5) of Form SD) or having not been found to be DRC conflict free,’” and therefore makes no conclusion in this regard in the report presented herein. Furthermore, given that Adesto has not voluntarily elected to describe any of its products as DRC conflict free, an independent private sector audit of the report presented herein has not been conducted.

I. Product Overview

Adesto is a leading provider of innovative, application-specific semiconductors and embedded systems that provide the key building block of Internet of Things (IoT) edge devices operation on networks worldwide.  Our broad portfolio of semiconductor and embedded technologies are optimized for connected IoT devices used in industrial, consumer, communications and medical applications.  Through expert design, systems expertise and proprietary intellectual property, we enable our customers to differentiate their systems where it matters most for IoT:  longer battery life, greater reliability, higher performance, integrated intelligence and lower cost.  Through our solutions, we enable seamless access to data and control of “things” in the connected world.

Adesto sells its products directly to leading original equipment manufacturers and original design manufacturers that manufacture products for its end customers. In general, Adesto works directly with its customers to have its NVM devices designed into and qualified for their products. Although Adesto maintains direct sales, support and development relationships with its end customers, most of its products are sold to those end customers through distributors.

Adesto offers six product families, DataFlash, Fusion Serial Flash, EcoXiP, MavriqCM, Embedded Systems Solutions, and Analog, Mixed-Signal and RF ASIC and IP Products the last two of which were added as a result of our acquisition of Echelon Corporation on September 14, 2018 and S3 Semiconductors on May 9, 2018.

II. Supply Chain Overview

Adesto employs a fabless manufacturing business model for its semiconductor products and relies on third-party suppliers for all phases of the manufacturing process, including fabrication, assembly and testing. Our Embedded Systems Solutions use design and manufacturing services from third parties where it reduces our costs and takes advantage of purchasing power.  We outsource all of our system-level manufacturing and limit our internal supply chain activities to quality inspection, system integration, custom configuration, final testing, and order fulfillment.  These suppliers also are responsible for procurement of raw materials used in the production of its products. For purposes of this CMR, references to our products refer to our hardware products, and references to our suppliers refer to our product suppliers.

III. Conflict Minerals Analysis and Reasonable Country of Origin Inquiry

Based upon a review of our products and our reasonable country of origin inquiry (RCOI), we have concluded that:

·

our products contain conflict minerals that are necessary to the production or functionality of such products; and

·

we are unable to determine whether the conflict minerals present in our products originate in the Covered Countries.

We are therefore required by the Final Rules to file with the SEC a Form SD and a Conflict Minerals Report as an exhibit thereto.

IV. Design of Due Diligence Measures

Adesto designed its due diligence with respect to the source and chain of custody of the conflict minerals contained in its products based on the five-step framework set forth in the Third Edition of the Organisation for Economic Co-operation and Developments  Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the supplements thereto (the OECD Guidance).

V. Due Diligence Measures Performed by Adesto

Adesto performed the following due diligence measures in accordance with the OECD Guidance and the Final Rules:

OECD Guidance Step #1: Establish Strong Company Management Systems

·

Adesto maintains a Conflict Minerals Statement (the Conflict Minerals Statement) that sets forth (i) its commitment to complying with the Final Rules, (ii) its support of the Responsible Business Alliances position with respect to conflict minerals sourcing, and (iii) its intent to engage suppliers to conduct conflict minerals sourcing due diligence. The Conflict Minerals Statement can be found at https://www.adestotech.com/wp-content/uploads/Adesto_Conflict_Mineral.pdf.

·

The implementation of Adestos RCOI, the conducting of due diligence on the source and chain of custody of Adestos necessary conflict minerals, and the drafting of the SEC filings required by the Final Rules are managed by Adestos quality assurance and supply chain departments, with support from Adestos outside legal counsel. To the extent that red flags or other issues are identified in the supplier data acquisition or engagement processes, these issues and red flags will be addressed first by the responsible individuals within the quality assurance and supply chain departments, and will then subsequently be reported to Adestos Chief Financial Officer, as appropriate.

·

The quality assurance and supply chain staff responsible for conflict minerals compliance (i) have received training regarding conflict minerals compliance and (ii) are required to be familiar with Adestos Conflict Minerals Statement and with Adestos conflict minerals-related processes and procedures.

·

Records of material conflict minerals-related documentation are maintained electronically by Adesto for a period of five (5) years from the date of creation.

·

Adestos existing manufacturing suppliers have been provided with a copy of the Conflict Minerals Statement, and new manufacturing suppliers will be provided with a copy of the Conflict Minerals Statement as part of Adestos standard supplier onboarding process.

 

·

Adestos Whistleblower and Complaint Policy is designed to provide employees with a confidential or anonymous avenue of communication for reporting violations of (i) laws, governmental rules and regulations, (ii) internal accounting controls or accounting and auditing practices and policies or (iii) any other Adesto policies, including the Conflict Minerals Statement.

OECD Guidance Step #2: Identify and Assess Risk in the Supply Chain

·

Adesto requests that its suppliers complete in full the Responsible Minerals Initiatives (the RMI) Conflict Minerals Reporting Template (the CMRT). The CMRT is designed to provide Adesto with sufficient information regarding its suppliers practices with respect to the sourcing of conflict minerals to enable it to comply with its requirements under the Final Rules.

·

Adestos quality assurance and supply chain departments manage the collection of information reported on the CMRT by its suppliers.

·

Adesto utilizes escalating responses to address the failure of a supplier to provide the information required by the CMRT.

OECD Guidance Step #3: Design and Implement a Strategy to Respond to Identified Risks

·

If, on the basis of red flags that are identified as a result of either (i) the supplier data acquisition or engagement processes or (ii) the receipt of information from other sources, Adesto determines that there is a reasonable risk that a supplier is sourcing conflict minerals that are directly or indirectly financing or benefiting armed groups, Adesto will enforce the Conflict Minerals Statement by means of a series of escalations, as appropriate.

·

Such escalations may range from engagement with the supplier to resolve the sourcing issue, to requiring such supplier to implement a risk management plan (which plan may involve, as appropriate, remedial action up to and including disengagement from upstream suppliers), to disengagement by Adesto from the applicable supplier.

OECD Guidance Step #4: Carry Out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain

Given that we do not have a direct relationship with the smelters and refiners that process the conflict minerals that are present in our products, we rely on the RMI to conduct third-party audits of smelters and refiners.

OECD Guidance Step #5: Report on Supply Chain Due Diligence

As required by the Final Rules, we have filed a Form SD and a Conflict Minerals Report as an exhibit thereto for the 2018 calendar year reporting period. The Form SD and Conflict Minerals Report are also available on our website at http://ir.adestotech.com/financial-information/sec-filings.

VI. Smelters and Refiners Identified

As a result of Adestos reasonable country of origin inquiry, fourteen suppliers, representing 100% of suppliers, provided CMRTs to Adesto. The suppliers providing CMRTs to Adesto identified the names of 308 smelters and refiners from which they source conflict minerals that are listed on the RMI’s Smelter Reference List. Of those smelters and refiners, approximately 83% are conformant with the assessment protocols of the RMIs Responsible Minerals Assurance Process. With respect to the smelters and refiners identified by our suppliers that are listed on the RMI’s Smelter Reference List, although we were not able to determine the mines or locations of origin of the conflict minerals sourced from such smelters and refiners, we were able to determine their country locations. Attached as Addendum A to this CMR is a list of such country locations, grouped according to the specific conflict mineral processed by such smelters and refiners.

VII. Steps to Mitigate Risk

Adesto intends to take the following steps to mitigate the risk that its necessary conflict minerals benefit armed groups:

·

Continue to engage with suppliers to obtain complete CMRTs;

·

Support the development of supplier capabilities to perform conflict minerals-related due diligence; and

·

provide ongoing training regarding emerging best practices and other relevant topics to quality assurance and supply chain staff responsible for conflict minerals compliance.

FORWARD LOOKING STATEMENTS

Statements relating to due diligence improvements are forward-looking in nature and are based on Adestos management's current expectations or beliefs. These forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors that may be outside of Adestos control and which could cause actual events to differ materially from those expressed or implied by the statements made herein.

DOCUMENTS INCORPORATED BY REFERENCE

Unless otherwise stated herein, any documents, third-party materials or references to websites (including Adestos) are not incorporated by reference in, or considered to be a part of, this CMR, unless expressly incorporated by reference herein.

Addendum A

Smelter and Refiner Country Locations by Conflict Mineral

 

 

 

Conflict Mineral

Country Location

Tin

BELGIUM

BOLIVIA

BRAZIL

CHINA

INDONESIA

JAPAN

MALAYSIA

MYANMAR

PERU

PHILIPPINES

POLAND

SPAIN

TAIWAN

THAILAND

UNITED STATES OF AMERICA

VIETNAM

Tungsten

AUSTRIA

BRAZIL

CHINA

GERMANY

JAPAN

KOREA, REPUBLIC OF

PHILIPPINES

RUSSIAN FEDERATION

UNITED STATES OF AMERICA

VIETNAM

Tantalum

BRAZIL

CHINA

ESTONIA

GERMANY

INDIA

JAPAN

KAZAKHSTAN

MACEDONIA, THE FORMER YUGOSLAV REPUBLIC OF

MEXICO

RUSSIAN FEDERATION

THAILAND

UNITED STATES OF AMERICA

Gold

ANDORRA

AUSTRALIA

AUSTRIA

BELGIUM

BRAZIL

CANADA

CHILE

CHINA

CZECH REPUBLIC

FRANCE

GERMANY

INDIA

INDONESIA

ITALY

JAPAN

KAZAKHSTAN

 

 

 

KOREA, REPUBLIC OF

KYRGYZSTAN

LITHUANIA

MALAYSIA

MEXICO

NETHERLANDS

NEW ZEALAND

PHILIPPINES

POLAND

RUSSIAN FEDERATION

SAUDI ARABIA

SINGAPORE

SOUTH AFRICA

SPAIN

SWEDEN

SWITZERLAND

TAIWAN, PROVINCE OF CHINA

THAILAND

TURKEY

UGANDA

UNITED ARAB EMIRATES

UNITED STATES OF AMERICA

UZBEKISTAN

ZAMBIA