Item 2. Unregistered Sales of Equity Securities
Item 2 . Unregistered Sales of Equity Securities and Use of Proceeds
Stock Repurchase Program
On December 29, 2022, our Board approved a stock repurchase program of up to $ 50.0 million of our common stock for a period of up to twelve months (the “December 2022 Stock Repurchase Program”), which terminated and superseded the stock repurchase program that had been approved by the Board on February 23, 2022. Any stock repurchases may be made through open market and privately negotiated transactions, at such times and in such amounts as management deems appropriate, including pursuant to one or more Rule 10 b 5 - 1 trading plans adopted in accordance with Rule 10 b 5 - 1 of the Securities Exchange Act of 1934 , as amended. Additionally, the Board authorized the use of any derivative or similar instrument to effect stock repurchase transactions, including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, naked put options, floor transactions or other similar transactions or any combination of the foregoing transactions. The December 2022 Stock Repurchase Program was implemented as a method to return value to our stockholders. The timing, pricing and sizes of any repurchases will depend on a number of factors, including the market price of our common stock and general market and economic conditions. The December 2022 Stock Repurchase Program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time. On August 8, 2023, the Board approved an amendment to extend the expiration date of the December 2022 Stock Repurchase Program that was set to expire on December 29, 2023, to December 29, 2024. On August 27, 2024, the Board approved an amendment to extend the expiration date of the December 2022 Stock Repurchase Program that was set to expire on December 29, 2024, to December 29, 2025.
During 2023 , we repurchased 1,217,774 shares of our common stock for $ 8.3 million at an average purchase price of $ 6.77 per share. During the nine months ended January 31, 2025 , we repurchased 136,668 shares of our common stock for $ 1.2 million at an average purchase price of $ 8.55 per share. As of January 31, 2025 , we had $ 40.6 million available for repurchase under the December 2022 Stock Repurchase Program.
Periods
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs ( 1 )
November 1 to November 30, 2024
—
—
—
—
December 1 to December 31, 2024
—
—
—
—
January 1 to January 31, 2025
136,668
$8.55
136,668
$40,566,109
( 1 ) The amounts represent the amount available to repurchase shares under the authorized repurchase program as of January 31, 2025. Our stock repurchase program does not obligate the Company to acquire any specific number of shares.
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ITEM 6. EXHIBITS
The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q.
Exhibit
Number
Exhibit Description
Incorporated by Reference
Form
File No.
Exhibit
Filing Date
3.1
Amended and Restated Bylaws of Immersion Corporation, effective as of August 12, 2022
8-K
000-38334
3.1
August 15, 2022
3.2
Amended and Restated Certificate of Incorporation of Immersion Corporation
8-K
000-27969
3.1
June 7, 2017
3.3
Certificate of Designation of the Powers, Preferences and Rights of Series A Redeemable Convertible Preferred Stock
8-K
000-27969
3.1
July 29, 2003
3.4
Amended and Restated Certificate of Designations of Series B Participating Preferred Stock of Immersion Corporation
8-K
000-27969
3.1
November 17, 2021
31.1
*
Certification of Eric Singer, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
*
Certification of J. Michael Dodson, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
+
Certification of Eric Singer, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
+
Certification of J. Michael Dodson, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
*
Inline XBRL Report Instance Document
101.SCH
*
Inline XBRL Taxonomy Extension Schema Document
101.CAL
*
Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF
*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
*
Inline XBRL Taxonomy Label Linkbase Document
101.PRE
*
Inline XBRL Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith
+
This certification is deemed not filed for purposes of section 18 of the Exchange Act, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, as amended, or the Exchange Act, as amended.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 12, 2025
IMMERSION CORPORATION
By
/ S / J. MICHAEL DODSON
J. Michael Dodson
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
64
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.