0001715768-21-000108 | 10-Q | XBRL Viewer

Cover - shares	3 Months Ended
Cover - shares	Jun. 30, 2021	Aug. 05, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	000-55832
Entity Registrant Name	Transphorm, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-1858829
Entity Address, Address Line One	75 Castilian Drive
Entity Address, City or Town	Goleta,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93117
City Area Code	805
Local Phone Number	456-1300
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		40,663,020
Entity Central Index Key	0001715768
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--03-31
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021
Current assets:
Cash and cash equivalents	$ 2,462	$ 9,500
Accounts receivable, net, including related parties	2,247	1,618
Inventory	2,924	2,223
Prepaid expenses and other current assets	2,160	953
Total current assets	9,793	14,294
Property and equipment, net	1,832	1,360
Goodwill	1,303	1,302
Intangible assets, net	839	914
Other assets	267	274
Total assets	14,034	18,144
Current liabilities:
Accounts payable and accrued expenses	3,744	3,140
Deferred revenue	1,016	505
Development loan	8,000	10,000
Revolving credit facility, including accrued interest	166	10,150
Unfunded commitment to joint venture	1,339	1,866
Accrued payroll and benefits	1,582	1,410
Total current liabilities	15,847	27,071
Revolving credit facility	12,000	0
Promissory note	17,190	16,128
Total liabilities	45,037	43,199
Commitments and contingencies (Note 8)
Stockholders’ deficit:
Common stock, $0.0001 par value; 750,000,000 shares authorized as of June 30, 2021 and March 31, 2021, and 40,662,020 and 40,531,996 shares issued and outstanding as of June 30, 2021 and March 31, 2021, respectively	4	4
Additional paid-in capital	145,332	144,201
Accumulated deficit	(175,455)	(168,403)
Accumulated other comprehensive loss	(884)	(857)
Total stockholders’ deficit	(31,003)	(25,055)
Total liabilities and stockholders’ deficit	$ 14,034	$ 18,144

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Mar. 31, 2021	Feb. 12, 2020	Feb. 11, 2020	Dec. 31, 2019
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001			$ 0.0001
Common stock, shares authorized (in shares)	750,000,000
Common stock, shares issued (in shares)	40,662,020	40,531,996	4,171,571	50,325,662
Common stock, shares outstanding (in shares)	40,662,020	40,531,996	4,171,571	50,325,662
Common Stock
Common stock, shares authorized (in shares)					750,000,000

Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Revenue, net, including related parties (Note 11)	$ 3,216	$ 6,329
Operating expenses:
Cost of goods sold	2,567	1,248
Research and development	1,823	1,594
Sales and marketing	687	528
General and administrative	2,743	2,058
Total operating expenses	7,820	5,428
Loss from operations	(4,604)	901
Interest expense	204	189
Loss in joint venture	1,490	1,856
Changes in fair value of promissory note	1,024	1,658
Other income, net	(270)	(532)
Loss before tax expense	(7,052)	(2,270)
Tax expense	0	0
Net loss	$ (7,052)	$ (2,270)
Net loss per share - basic (in usd per share)	$ (0.17)	$ (0.06)
Net loss per share - diluted (in usd per share)	$ (0.17)	$ (0.06)
Weighted average common shares outstanding - basic (in shares)	40,637,213	35,135,520
Weighted average common shares outstanding - diluted (in shares)	40,637,213	35,135,520

Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (7,052)	$ (2,270)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(27)	(17)
Other comprehensive loss, net of tax	(27)	(17)
Comprehensive loss	$ (7,079)	$ (2,287)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Mar. 31, 2020		35,135,520
Beginning balance at Mar. 31, 2020	$ (21,169)	$ 4	$ 127,683	$ (148,102)	$ (754)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	0
Stock-based compensation	$ 104		104
Other comprehensive loss	(17)				(17)
Net loss	(2,270)			(2,270)
Ending balance (in shares) at Jun. 30, 2020		35,135,520
Ending balance at Jun. 30, 2020	$ (23,352)	$ 4	127,787	(150,372)	(771)
Beginning balance (in shares) at Mar. 31, 2021	40,531,996	40,531,996
Beginning balance at Mar. 31, 2021	$ (25,055)	$ 4	144,201	(168,403)	(857)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	31,925	31,925
Stock options exercised	$ 134		134
Restricted stocks issued (in shares)		1,000
Issuance of common stock, net (in shares)		97,099
Issuance of common stock (Note 9)	500		500
Stock-based compensation	497		497
Other comprehensive loss	(27)				(27)
Net loss	$ (7,052)			(7,052)
Ending balance (in shares) at Jun. 30, 2021	40,662,020	40,662,020
Ending balance at Jun. 30, 2021	$ (31,003)	$ 4	$ 145,332	$ (175,455)	$ (884)

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (7,052)	$ (2,270)
Adjustments to reconcile net loss to net cash used in operating activities:
Inventory write-off (reversal)	134	(7)
Depreciation and amortization	197	202
Licensing revenue from a related party	0	(5,000)
Stock-based compensation	497	104
Interest cost	54	189
Loss in joint venture	1,490	1,856
Changes in fair value of promissory note	1,024	1,658
Changes in operating assets and liabilities:
Accounts receivable	(629)	608
Inventory	(835)	(250)
Prepaid expenses and other current assets	(707)	(447)
Other assets	7	71
Accounts payable and accrued expenses	354	(540)
Deferred revenue	511	193
Accrued payroll and benefits	172	272
Net cash used in operating activities	(4,783)	(3,361)
Cash flows from investing activities:
Purchases of property and equipment	(346)	(22)
Investment in joint venture	(2,018)	(1,879)
Net cash used in investing activities	(2,364)	(1,901)
Cash flows from financing activities:
Proceeds from stock option exercise	134	0
Net cash provided by financing activities	134	0
Effect of foreign exchange rate changes on cash and cash equivalents	(25)	(4)
Net decrease in cash and cash equivalents	(7,038)	(5,266)
Cash and cash equivalents at beginning of period	9,500	14,648
Cash and cash equivalents at end of period	2,462	9,382
Supplemental disclosures of cash flow information:
Interest expense paid	150	0
Supplemental non-cash investing activity:
Equipment purchases	250	0
Supplemental non-cash financing activity:
Issuance of shares in connection with a service contract	500	0
Development loan reduction related to licensing revenue	$ 0	$ 5,000

Business and Basis of Presentation	3 Months Ended
Business and Basis of Presentation	Jun. 30, 2021
Accounting Policies [Abstract]
Business and Basis of Presentation	Business and Basis of Presentation Transphorm, Inc. (“Parent”) develops gallium nitride (“GaN”) semiconductor components used in power conversion and is headquartered in Goleta, California. Parent’s wholly owned-subsidiary, Transphorm Technology, Inc., was incorporated in the State of Delaware on February 22, 2007. Throughout these notes, “the Company,” “Transphorm,” “we,” “us” and “our” refer to Parent and its direct and indirect wholly-owned subsidiaries. Transphorm Technology and its subsidiaries hold all material assets and conduct all business activities and operations of the Company. Transphorm Technology’s activities to date have been primarily performing research and development, establishing manufacturing infrastructure, market sampling, product launch, hiring personnel, and raising capital to support and expand these activities. Transphorm Japan, Inc. was established in Japan in February 2014 to secure Transphorm’s production capacity and establish a direct presence in Asian markets. Transphorm Aizu, Inc. was established in Japan to manage the financial transactions around Aizu Fujitsu Semiconductor Wafer Solution Limited, Transphorm’s non-controlling joint venture wafer fabrication facility located in Aizu Wakamatsu, Japan (“Aizu”). Transphorm Japan Epi, Inc. was established in Japan in 2019 to enable the operational capacity of the reactors held in Aizu. In management’s opinion, the accompanying unaudited condensed consolidated financial statements of Transphorm reflect all adjustments of a normal and recurring nature that are necessary for a fair presentation of the results for the interim period ended June 30, 2021, but are not necessarily indicative of the results that will be reported for the entire year or any other interim period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with Accounting Principles Generally Accepted in the United States of America (“GAAP”) have been condensed or omitted. The aforementioned unaudited condensed consolidated financial statements are prepared in conformity with GAAP and in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. The interim information should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Transition Report on Form 10-K for the transition period from January 1, 2021 to March 31, 2021. The consolidated balance sheet as of March 31, 2021 is derived from those audited financial statements. Change in Fiscal Year End On April 20, 2021, we changed our fiscal year from the period beginning on January 1 and ending on December 31 to the period beginning on April 1 and ending on March 31 of each year, effective immediately. Accordingly, we filed a Transition Report on Form 10-K to include audited consolidated financial information for the transition period from January 1, 2021 through March 31, 2021. Reverse Merger On February 12, 2020, our wholly-owned subsidiary, Peninsula Acquisition Sub, Inc., a corporation formed in the State of Delaware (“Acquisition Sub”), merged with and into Transphorm Technology (formerly known as Transphorm, Inc.), the corporate existence of Acquisition Sub ceased, and Transphorm Technology became our wholly-owned subsidiary (such transaction, the “Merger”). As a result of the Merger, we acquired the business of Transphorm Technology. The Merger was effective as of February 12, 2020, upon the filing of a certificate of merger with the Secretary of State of the State of Delaware. Immediately after completion of the Merger, we adopted Transphorm Technology’s former company name, “Transphorm, Inc.”, as our company name. The Merger was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Transphorm Technology is considered the acquirer for accounting purposes. As a result of the Merger and the change in our business and operations, a discussion of the past financial results of our predecessor, Peninsula Acquisition Corporation, is not pertinent, and under applicable accounting principles, the historical financial results of Transphorm Technology, the accounting acquirer, prior to the Merger are considered our historical financial results. At the effective time of the Merger, (i) each share of Transphorm Technology’s common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive (a) 0.08289152527 shares of our common stock (in the case of shares held by accredited investors) or (b) $4.00 multiplied by 0.08289152527 (in the case of shares held by unaccredited investors), with the actual number of shares of our common stock issued to the former holders of Transphorm Technology’s common stock equal to 4,171,571, (ii) 51,680,254 shares of Transphorm Technology’s Series 1 preferred stock issued and outstanding immediately prior to the closing of the Merger were converted into 12,433,953 shares of our common stock, (iii) 38,760,190 shares of Transphorm Technology’s Series 2 preferred stock issued and outstanding immediately prior to the closing of the Merger were converted into 7,499,996 shares of our common stock, and (iv) 31,850,304 shares of Transphorm Technology’s Series 3 preferred stock issued and outstanding immediately prior to the closing of the Merger were converted into 4,000,000 shares of our common stock. As a result, 28,105,520 shares of our common stock were issued to the former holders of Transphorm Technology’s issued and outstanding capital stock after adjustments due to rounding for fractional shares. Immediately prior to the effective time of the Merger, an aggregate of 682,699 shares of our common stock, owned by the stockholders of Peninsula Acquisition Corporation prior to the Merger, were forfeited and cancelled. In addition, pursuant to the Merger Agreement, (i) options to purchase 29,703,285 shares of Transphorm Technology’s common stock issued and outstanding immediately prior to the closing of the Merger under Transphorm Technology’s 2007 Stock Plan (the “2007 Plan”) and 2015 Equity Incentive Plan (the “2015 Plan”) were assumed and converted into options to purchase 2,461,923 shares of our common stock, (ii) warrants to purchase 186,535 shares of Transphorm Technology’s common stock issued and outstanding immediately prior to the closing of the Merger were assumed, amended and converted into warrants to purchase 15,461 shares of our common stock, and (iii) Transphorm Technology’s outstanding convertible promissory note was amended to be convertible at the option of the holder, into shares of our common stock at a conversion price of $5.12 per share, with 3,076,171 being the maximum number of shares of our common stock issuable upon conversion of the convertible promissory note. As of June 30, 2021, there was $15.0 million of principal and $561 thousand of accrued and unpaid interest outstanding on the convertible promissory note. All per share and share amounts for all periods presented have been retroactively adjusted to reflect the effect of the Merger. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As included in the accompanying unaudited condensed consolidated financial statements, the Company has generated recurring losses from operations, sustained negative cash flows from operating activities, and has an accumulated deficit and has a working capital deficiency. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. Management plans to raise additional working capital to fund operations through the issuance of stock to investors, license of intellectual property and/or issuance of notes payable. The Company raised $19.7 million, $13.6 million and $1.0 million from the sales of common stock in February 2020, December 2020 and March 2021, respectively, as described in Note 9 - Stockholders’ Equity. However, there is no assurance that the Company will be successful in raising additional capital. The ability of the Company to continue as a going concern is dependent on its ability to raise significant additional capital to fund operating losses until it is able to generate liquidity from its business operations. To the extent sufficient financing is not available, the Company may not be able to, or may be delayed in, developing its offerings and meeting its obligations. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate financing alternatives in order to satisfy its working capital and other cash requirements. The accompanying unaudited condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties. Impact of COVID-19 on Our Business The COVID-19 pandemic has adversely disrupted and will further disrupt the operations at certain of our customers, partners, suppliers and other third-party providers for an uncertain period of time, including as a result of travel restrictions, adverse effects on budget planning processes, business deterioration, and/or business shutdowns, all of which has impacted our business and results of operations. Some of our customers have experienced delays in their internal development programs and design cycles with our GaN products due to the effects of COVID-19, which have led to postponements of their orders of our products and postponements of determinations that our products will be used in their designs for new products under development with corresponding delays in their market introduction and our revenues. The future impact of COVID-19 cannot be predicted with certainty and may make it more difficult or preclude us from raising additional capital, increase our costs of capital and otherwise adversely affect our business, results of operations, financial condition and liquidity. Significant Accounting Policies Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Parent and its wholly-owned subsidiaries, Transphorm Technology, Transphorm Japan, Inc., Transphorm Japan Epi, Inc. and Transphorm Aizu, Inc. Upon consolidation, all significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its estimates and assumptions on historical experience, knowledge of current conditions, and its belief of what could occur in the future, given available information. Actual results could differ from those estimates, and such differences could be material to the consolidated financial statements. Estimates are used for, but not limited to, the determinations of fair value of stock awards and promissory notes, accrual of liabilities, revenue recognition, inventory reserve, and useful lives for property and equipment. Cash and Cash Equivalents The Company considers all highly-liquid investments with original maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist principally of bank deposits and money market funds. Other assets in the consolidated balance sheets as of June 30, 2021 and March 31, 2021 include restricted cash of $225 thousand and $75 thousand, respectively. Foreign Currency Risk The Company is exposed to foreign currency risk due to its operations in Japan (Yen). Assets and liabilities of the operations are re-measured into U.S. currency at exchange rates in effect at the balance sheet dates through the consolidated statements of comprehensive income. Gains or losses resulting from foreign currency transactions are re-measured using the rates on the dates on which those elements are recognized during the period and are included in other income or expense in the consolidated statements of operations. As of June 30, 2021 and March 31, 2021, the Company had foreign cash and cash equivalents of $134 thousand and $444 thousand, respectively, which represented 5.4 percent and 4.7 percent, respectively, of total cash and cash equivalents. Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company is exposed to credit risk in the event of default by the financial institution holding its cash. The Company’s investment policy restricts investments to high-quality investments and limits the amounts invested with any one issuer, industry or geographic area. Risks associated with cash holdings in excess of insured limits are mitigated by banking with high-quality institutions. To date, the Company has not experienced any significant losses on its cash and cash equivalents. The Company periodically evaluates the relative credit standing of these financial institutions. The Company is subject to risks common in the power conversion components industry, including, but not limited to, technological obsolescence, dependence on key personnel, market acceptance of its products, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes the impact of foreign currency translation adjustments. Accounts Receivable Accounts receivable are analyzed and allowances for uncollectible accounts are recorded, as required. Provisions for uncollectible accounts, if any, are recorded as bad debt expense and included in general and administrative expenses in the accompanying consolidated statements of operations. The process for determining the appropriate level of allowances for doubtful accounts involves judgment, and the Company considers such factors as the age of the underlying receivables, historical and projected collection trends, the composition of outstanding receivables, current economic conditions and regulatory changes. An account is fully reserved when reasonable collection efforts have been unsuccessful and it is probable that the receivable will not be recovered. Provision for doubtful accounts amounted to $0 and $60 thousand for the three months ended June 30, 2021 and 2020, respectively. Inventory Inventory is stated at the lower of cost (first-in, first-out method) or net realizable value. The Company periodically reviews the value of items in inventory and records write-downs or write-offs based on its assessment of slow moving or obsolete inventory. The Company maintains an inventory reserve for obsolete inventory and generally makes inventory value adjustments against the inventory reserve. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the respective assets, generally ranging from three to seven years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the related lease term. Depreciation for equipment commences once it is placed in service, and depreciation for buildings and leasehold improvements commences once they are ready for their intended use. The Company expenses maintenance and repair costs that do not extend the life of the asset as they are incurred. The Company evaluates the carrying amount of its property and equipment whenever events or changes in circumstances indicate that the assets may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of an asset or asset group and its eventual disposition are less than the carrying amount of the asset or asset group. To date, there have been no such impairment losses. Goodwill Goodwill arose for the acquisition of a business in February 2014 based in Japan and was accounted for as the purchase of a business. Goodwill generated from business combinations and deemed to have indefinite lives are not subject to amortization and instead are tested for impairment at least annually in December unless certain events occur or circumstances change. Goodwill represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. We test for goodwill impairment annually or earlier if events or changes in circumstances indicate goodwill might possibly be impaired. Impairment exists when the carrying value of the goodwill exceeds its implied fair value. An impairment loss would be recognized in an amount equal to that excess as a charge to operations in the unaudited condensed consolidated statements of operations. For the three months ended June 30, 2021 and 2020, no impairment charge was recorded related to goodwill. Intangible Assets Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives, which generally range from three to ten years. Each reporting period, the Company evaluates the estimated remaining useful lives of intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. If it is determined that the carrying values might not be recoverable based upon the existence of one or more indicators of impairment, the Company performs a test for recoverability using various methodologies, such as the income approach or cost approach, to determine the fair value of intangible assets depending upon the nature of the assets. If assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds their respective fair values. For the three months ended June 30, 2021 and 2020, no impairment charges were recorded related to intangible assets. Revenue Recognition The Company derives its revenues from sales of high-powered GaN-based products manufactured utilizing the Company’s proprietary and patented epiwafer technology and wafer fabrication and other assembly processes, sales of GaN epiwafers for the radio frequency (“RF”) and power markets, and sales of licenses to use such patented proprietary technology, as well as enabling EPI wafer growth services and products to our strategic partners. Revenues are recognized when control of these products or licenses are transferred to the Company’s customers in an amount that reflects the consideration it expects to be entitled to in exchange for those products and licenses. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company does not have any significant financing components associated with its revenue contracts, as payment is received at or shortly after the point of sale. Disaggregation of Revenue from Contracts with Customers Revenue consists of licensing revenue, government contract revenue from our contract with the U.S. Navy and product sales, with applicable performance obligations satisfied at a point in time. Products are sold to distributors and end-users in various sectors such as, but not limited to, the automotive, gaming, industrial, IT, and consumer products industries. As part of the multi-element commercial arrangement executed with Nexperia on April 4, 2018 (see Note 2 - Nexperia Arrangement), the Company agreed to grant Nexperia the perpetual exclusive right to use the Company’s existing Gen-3 manufacturing process technology. License fees are received upon satisfaction of contractual milestones and recognized upon delivery of the perpetual license or transferred technology without any remaining performance obligations. The Company recognized $0 and $5.0 million of licensing revenue for the three months ended June 30, 2021 and 2020, respectively. In December 2020, we entered into a cooperation and development agreement with Yaskawa, pursuant to which Yaskawa agreed to provide $4.0 million over approximately three years to fund development activities related to industrial power conversion applications, with an initial focus on servo motor drive applications. Yaskawa provided $1.0 million of this $4.0 million commitment in December 2020. The Company evaluated and concluded that the deliverables are the same and nature of the services to be provided to Yaskawa will be consistent over the period of approximately three years. Accordingly, the Company recognized $334 thousand and $333 thousand as revenue for the three months ended June 30, 2021 and March 31, 2021, respectively. During the three months ended June 30, 2021 and 2020, we billed the commitment of $750 thousand and $0, respectively. Deferred revenue of $750 thousand and $0 is recorded as of June 30, 2021 and 2020, respectively. Government contract revenues are principally generated under research and development contracts. Contract revenues are derived primarily from research contracts with agencies of the U.S. government. We believe credit risk related to accounts receivable arising from such contracts is minimal. These contracts may include cost-plus fixed fee and fixed price terms. All payments to us for work performed on contracts with agencies of the U.S. government are subject to adjustment upon audit by the Defense Contract Audit Agency. The Company received new government authorized rates for billing purposes which allowed for retroactive application since inception. The cumulative impact of this rate change as of June 30, 2021 was $423 thousand, of which $(83) thousand and $505 thousand were recorded in the three months ended March 31, 2021 and September 30, 2020, respectively. The Company will use the new approved rates on a go-forward basis. Performance Obligations For performance obligations related to the sale of products, control transfers to the customer at a point in time. The Company’s principal terms of sale are free on board shipping or destination and the Company transfers control and records revenue for product sales upon shipment or delivery to the customer, respectively. For performance obligations related to the licensing of patented technology in perpetuity, control also transfers to the customer at a point in time. The Company transfers control and records revenue for licensing fees once the Company has (i) provided or otherwise makes available the patented technology to the customer and (ii) the customer is able to use and benefit from the patented technology. Variable Consideration The nature of the Company’s arrangement with Nexperia gives rise to variable consideration in the form of milestone and royalty payments. The royalties qualify for the sales and usage-based royalty exception, as the license of intellectual property is the predominant item to which the royalty relates and are recognized upon the subsequent sale occurring. The variable amounts are received upon satisfaction of contractually agreed upon development targets and sales volume. Research and Development The Company is a party to research grant contracts with the U.S. government for which the Company is reimbursed for specified costs incurred for its research projects. These projects include energy saving initiatives for which the U.S. government offers reimbursement funds. Such reimbursements are recorded as an offset to research and development expenses when the related qualified research and development expenses are incurred. Reimbursable costs are recognized in the same period the costs are incurred up to the limit of approved funding amounts on qualified expenses. Grant reimbursement of $26 thousand and $226 thousand was recorded as an offset to research and development expense for the three months ended June 30, 2021 and 2020, respectively. Stock-Based Compensation All share-based payments, including grants of stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”), are measured at the fair value of the share-based awards on the grant date and recognized over their respective vesting periods, which is generally one to four years. The estimated fair value of stock options at the grant date is determined using the Black-Scholes-Merton pricing model. The RSAs and RSUs are measured using the estimated fair value of the stock price, which, due to limited trading history, is based on recent equity sales. The Company recognizes the fair value of share-based payments as compensation expense for all expected-to-vest stock-based awards over the vesting period of the award using the straight-line attribution or graded vesting method provided that the amount of compensation cost recognized at any date is no less than the portion of the grant-date fair value of the award that is vested at that date. The Black-Scholes-Merton option pricing model requires inputs such as the fair value of common stock on date of grant, expected term, expected volatility, dividend yield, and risk-free interest rate. Further, the forfeiture rate also affects the amount of aggregate compensation expense. These inputs are subjective and generally require significant analysis and judgment to develop. Volatility data is obtained from a study of publicly traded industry peer companies. The forfeiture rate is derived primarily from the Company’s historical data, and the risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues commensurate with the expected term. Management generally uses the simplified method to calculate the expected term for employee grants as the Company has limited historical exercise data or alternative information to reasonably estimate an expected term assumption. The simplified method assumes that all options will be exercised midway between the weighted average vesting date and the contractual term of the option. Stock-based compensation expense recognized in the Company’s unaudited condensed consolidated financial statements is based on awards that are expected to vest. These expense amounts have been reduced by using an estimated forfeiture rate. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company evaluates the assumptions used to estimate forfeitures annually in connection with the recognition of stock-based compensation expense. Loss Per Share Basic loss per share is calculated by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common stockholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of stock warrants, restricted stock units and stock options, are not reflected in diluted loss per share because such shares are anti–dilutive. Dilutive impact of potential common shares resulting from common stock equivalents is determined by applying the treasury stock method. For the three months ended June 30, 2021, there were 3,543,866 shares, consisting of 2,462,414 stock options, 922,037 restricted stock units and 159,415 stock warrants, that were not included in the computation of diluted loss per share because their effect would be anti-dilutive. For the three months ended June 30, 2020, there were 2,470,148 shares, consisting of 2,454,687 stock options and 15,461 stock warrants, that were not included in the computation of diluted loss per share because their effect would be anti-dilutive. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of the Company’s financial instruments such as cash equivalents, accounts receivable, revolving credit facility, accounts payable and accrued liabilities approximate fair values due to the short-term nature of these items. The Company has elected the fair value option for its promissory notes. Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”). ASC 740 prescribes the use of the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted statutory tax rates in effect at the balance sheet date. The Company records a valuation allowance to reduce its deferred tax assets when uncertainty regarding their realizability exists. Equity Method Investments The Company uses the equity method to account for investments in entities that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's proportionate share of the net income or loss of these companies is included in consolidated net loss. Judgments regarding the level of influence over each equity method investment include consideration of key factors such as the Company's ownership interest, representation on the board of directors or other management body and participation in policy-making decisions. Segment Reporting The Company’s operations and its financial performance is evaluated on a consolidated basis by the chief operating decision maker. Accordingly, the Company considers all of its operations to be aggregated in one reportable operating segment. For the three months ended June 30, 2021, total revenue was $3.2 million, of which $2.7 million was from U.S. operations and $471 thousand was from Japan operations. For the three months ended June 30, 2020, total revenue was $6.3 million, of which $6.3 million was from U.S. operations and $21 thousand was from Japan operations. Recently Issued Accounting Standards under Evaluation Debt - In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly change the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. Refer to our white paper, Accounting simplifications for convertible instruments and warrants, for additional information. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. Leases - In June 2020, the FASB issued ASU 2020-05, which amends the effective dates of the FASB’s standards on leasing (ASC 842) to give immediate relief to certain entities as a result of the widespread adverse economic effects and business disruptions caused by the COVID-19 pandemic. In February 2016, the FASB issued ASU 2016-02, Leases, which, for operating leases, requires the lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on its balance sheet. The guidance also requires a lessee to recognize single lease costs, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The leasing standard’s effective dates were the fiscal year beginning after December 15, 2019 as originally issued (ASU 2016-02) and the fiscal year beginning after December 15, 2020 as amended by ASU 2019-10. As amended by ASU 2020-05, the leasing standard’s effective date is now the fiscal year beginning after December 15, 2021. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. Financial Instruments - FASB ASU 2020-03, Codification Improvements to Financial Instruments, makes clear the determination of the contractual life of a net investment in leases in estimating expected credit losses under ASC 326, Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 is effective for the Company in 2023. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. Income Tax - In December 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the FASB’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users). ASU 2019-12 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements.

Nexperia Arrangement	3 Months Ended
Nexperia Arrangement	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nexperia Arrangement	Nexperia Arrangement Nexperia Transaction On April 4, 2018, the Company entered into a multi-element commercial arrangement with Nexperia B.V. (“Nexperia”) to obtain financing in exchange for the sale of equity instruments and performing certain technology and product development activities for Nexperia (collectively, the “Collaboration Arrangement”). Nexperia specializes in designing, manufacturing and selling a broad range of small discrete semiconductor devices that utilize components such as those manufactured by the Company. Financing under the Collaboration Arrangement is comprised of the following elements: •$16 million Series 3 preferred stock issuance •$9 million license fee for transfer of the Gen-3 manufacturing process •$5 million development loan, originally maturing March 31, 2020 and subsequently extended to June 30, 2020 intended to pre-fund the Gen-4 (Tranche A) technology development (the “Tranche A Loan”) •$10 million development loan maturing March 31, 2021 intended to pre-fund the Gen-5 and 1200V technology development (the “Tranche B Loan”) •$10 million revolving loan (the “Tranche C Loan”) The Company has to use the funds to operate the business in a manner consistent with or reasonably related to those business activities as carried out on or prior to April 4, 2018, the effective date of Collaboration Arrangement. In addition to the multiple elements outlined above, the Company and Nexperia entered into a Supply Agreement requiring that the Company be Nexperia’s primary supplier of specified components until June 30, 2020 on a best efforts basis. By entering into this Collaboration Arrangement, Nexperia will gain access to technology that allows for production of high power semiconductors for use in electric vehicles. Further, Nexperia will obtain an exclusive license and market access to automotive customers outside of Japan and a sole license (non-exclusive of the Company), as well as market access to customers in other parts of the power market. Nexperia has a lien on certain of the Company’s U.S. patents not relating to metal organic chemical vapor deposition (“MOCVD”) or epiwafer technology, per the agreement. On March 31, 2019, the Company executed Amendment No. 1 to the Loan and Security Agreement (the ”LSA”), pursuant to which the Tranche B Loan was bifurcated into the following two separate sub-tranches: •$8 million development loan intended to pre-fund the Gen-5 (Tranche B) technology development (the “Tranche B Loan”) •$2 million development loan intended to pre-fund the 1200V technology development (the “Tranche B-1 Loan” and, together with the Tranche B Loan, the “Tranche B Loans”) On February 7, 2020, Amendment No. 2 to the LSA was executed to acknowledge the then-pending Merger, reaffirm the terms of the loans and confirm the waiver for the late delivery of the Company’s 2018 audited financial statements. On April 8, 2020, Amendment No. 3 to the LSA was executed to extend the maturity of the Tranche A Loan to April 30, 2020. On April 28, 2020, Amendment No. 4 to the LSA was executed to further extend the maturity of the Tranche A Loan to June 30, 2020. All other terms set forth under the original LSA remained unchanged following the amendments. The Tranche A and Tranche B Loans represent pre-funding for Gen-4 (Tranche A), Gen-5 (Tranche B), and 1200V (Tranche B-1) technology development for Nexperia. The specific development activities and associated performance milestones are contained within a Statement of Work (“SoW”) between the Company and Nexperia. The SoW may be modified from time to time based upon mutual business interests. This promise to perform the technology development is a good/service provided to a customer in exchange for consideration in the form of the technology development license fees that offset the Tranche A and Tranche B Loans outstanding. The Development Loans are recognized as a liability equal to the cash proceeds received. In relation to the license fee for the transfer of the Company’s Gen-3 manufacturing process to Nexperia, the Company received $3 million (the first of three tranches) in October 2018, $3 million (the second of three tranches) in April 2019, and $3 million (the third of three tranches) in October 2019. The Company recognized $9.0 million as licensing revenue during 2019 upon the completion of the transfer of the Company’s Gen-3 manufacturing process technology and mutual sign off between Nexperia and the Company. In January 2019, the Company received the $5 million Tranche A Loan. In June 2020, Nexperia agreed that the $5 million Tranche A Loan was permanently satisfied in full in connection with the Company transferring its Gen-4 technology development to Nexperia, at which point the Company recognized $5 million as licensing revenue. In June and July 2019, the Company received the $8 million Tranche B Loan. In December 2019, the Company received the $2 million Tranche B-1 Loan. The Company received the full $10 million Tranche C Loan under the credit facility during the year ended December 31, 2018. See Note 6 - Debts. On March 1, 2021, Amendment No. 5 to the LSA was executed to extend the maturity of the Tranche B loans of $10 million and the Tranche C Loan of $10 million to June 30, 2021 and May 18, 2021, respectively. On May 18, 2021, Amendment No. 6 to the LSA was executed to (1) extend the maturity date for the Tranche C Loans to the earlier of April 4, 2023 and the occurrence of specified change of control events, (2) add Parent as a guarantor of Transphorm Technology, Inc.’s obligations under the Loan Agreement, and (3) convert the outstanding $2 million Tranche B-1 Loan into a Tranche C-1 Loan, which Tranche C-1 Loan has the same terms and conditions as the existing Tranche C Loan. On May 18, 2021, in addition to Amendment No. 6 to the LSA, the Company entered into a series of agreements with Nexperia, as described below. Strategic Cooperation Agreement The strategic cooperation agreement serves as a framework agreement that describes the numerous agreements between the parties and provides Nexperia with information rights and inspection rights with respect to the Company’s business. Option Agreement The option agreement establishes the parameters pursuant to which Nexperia, in certain limited instances, is permitted to exercise an option (the “Option”) to acquire Transphorm Japan Epi, Inc. (“TJE”), a Japanese subsidiary of the Company through which the Company is engaged in the development, manufacturing and sales of gallium nitride (“GaN”) based epitaxial wafer products. In general, the Option is exercisable upon (1) certain acquisitions of securities or assets of the Company or its subsidiaries by a Competitor (as defined in the option agreement) that results in the Company, directly or indirectly, owning less than a majority of TJE, which acquisition is followed by any material breach (that is not cured within a specified time period) by the Company or a subsidiary of its obligations with respect to epiwafer supply to Nexperia under the Company’s amended and restated supply agreement (the “Supply Agreement”) with Nexperia, or (2) the unilateral termination by the Company of the Supply Agreement. The option agreement also establishes the material terms, including price and timing, for the exercise of the Option by Nexperia. The Option terminates (1) if the Option is not exercised by Nexperia prior to the date on which the option agreement terminates, or (2) on the first to occur of (a) the termination of the option agreement upon written agreement of the parties, (b) the mutual termination or expiration of the Supply Agreement, or (c) the first to occur of (i) two years following the date on which the Company notifies Nexperia of epiwafer qualification of a second source and (ii) April 1, 2028. In connection with the option agreement, the Company has also amended and restated its existing intracompany license agreement with TJE to clarify Nexperia’s rights upon exercise of the Option. Amended and Restated Development and License Agreement The Company entered into an amended and restated development and license agreement (the “DLA”) with Nexperia, pursuant to which the Company agreed to develop and transfer to Nexperia certain manufacturing process technologies to enable Nexperia to manufacture GaN-based products at Nexperia’s facilities. These technologies to be transferred included the Company’s Gen-3, Gen-4 (Tranche A), and Gen-5 (Tranche B) process technologies, but do not include the Company’s Epi Process Technology (as defined in the DLA). Nexperia also agreed to provide funding for the development of such technologies in return for limited exclusivities in automotive and other fields. Nexperia’s rights now include sale of products in the automotive field in Japan along with Transphorm’s rights for sale of products in the automotive field in Japan which remain in place. As per the original agreement, after April 2023, Nexperia’s exclusive rights for sale of products in the automotive field outside of Japan terminate. In addition, the parties have clarified the ability of Nexperia’s customers to use products developed by Nexperia through exercise of its rights under this agreement. Amended and Restated Supply Agreement The Company entered into the Supply Agreement with Nexperia, which sets forth the terms under which Nexperia may purchase epiwafers and processed wafers from the Company, and the Company may purchase processed wafers from Nexperia. The agreement specifies that Nexperia is the Company’s priority customer with respect to epiwafers manufactured by TJE and, accordingly, has preferred utilization of extra capacity, and further specifies procedures to address expansion of the Company’s epiwafer manufacturing capacity and Nexperia’s obligations with respect thereto. The term of the Supply Agreement was extended until December 31, 2025, with automatic one year renewals thereafter, and the Company may not terminate the Supply Agreement while the Option Agreement is in effect. On June 30, 2021, Amendment No. 7 to the LSA was executed to extend the maturity of the Tranche B loans of $8 million to July 16, 2021. On July 16, 2021, Nexperia agreed that the $8 million Tranche B Loan was satisfied in full in connection with the Company transferring its Gen-5 and 1200V technology developments to Nexperia, at which point the Company recognized $8 million as licensing revenue. See Note 12 - Subsequent Events.

Fair Value Measurements

3 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures, establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2 - Inputs (other than quoted prices included within Level 1) that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data of substantially the full term of the related assets or liabilities.

Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Inputs are unobservable for the asset or liability. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table summarizes the Company’s liabilities measured at fair value as of the dates presented, by level within the fair value hierarchy (in thousands):


	Level 1		Level 2		Level 3
June 30, 2021
Promissory note	$	—	$	—	$	17,190
March 31, 2021
Promissory note	$	—	$	—	$	16,128

The following table includes the changes in fair value of the promissory note which are Level 3 on the fair value hierarchy (in thousands):


April 1, 2021	$	16,128
Interest expense accrued	38
Increase in fair value	1,024
June 30, 2021	$	17,190

January 1, 2021	$	15,392
Interest expense accrued	37
Increase in fair value	699
March 31, 2021	$	16,128

The Company recorded interest expense of $38 thousand and $37 thousand for the three months ended June 30, 2021 and 2020, respectively. Fair value of promissory note increased $1.0 million and $1.7 million for the three months ended June 30, 2021 and 2020, respectively.

There were no changes to our valuation techniques used to measure assets and liability fair values during the three months ended June 30, 2021 and 2020. The valuation techniques for the items in the table above are as follows:

Level 3 borrowings, which consist of a promissory note, are measured and reported at fair value using a Monte Carlo simulation valuation model. The models can include assumptions related to the value of the notes that are based on the estimated timing and amounts of future rounds of financing, including the estimated timing of a change in control of the Company, and estimated market interest rates, which represent significant unobservable inputs. Assumptions used are (1) the Company is worth today what it can generate in future cash to the Company, (2) cash received today is more than an equal amount of cash received in the future, and (3) future cash flows can be reasonably estimated. There were no transfers in or out of level 3 fair value instruments.

The following table summarizes assumptions used for fair value of promissory note as of the dates presented:


	June 30, 2021	March 31, 2021
Stock price	$4.69	$3.75
Time	1.25 years	1.5 years
Risk-free rate	0.12%	0.12%
Volatility	43.7%	50.6%

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Concentration of Credit Risk and Significant Customers

3 Months Ended

Jun. 30, 2021

Risks and Uncertainties [Abstract]

Concentration of Credit Risk and Significant Customers

The Company manages its credit risk associated with exposure to distributors and direct customers on outstanding accounts receivable through the application of credit approvals and other monitoring procedures. Credit sales, which are mainly on credit terms of 30 to 60 days, are only made to customers who meet the Company's credit standards, while sales to new customers or customers with low credit ratings are usually made on an advance payment basis. The Company closely monitors the aging of accounts receivable from its distributors and direct customers, and regularly reviews their financial positions, where available.

Significant customers are those that represent 10% or more of revenue or accounts receivable and are set forth in the following table:


	Revenue for the Three Months Ended June 30,		Accounts Receivable As of
Revenue	2021	2020	June 30, 2021	March 31, 2021
Customer A	20.9%	86.4%	21.8%	31.1%
Customer B	31.5%	10.5%	38.6%	33.9%
Customer C	14.7%	*	13.7%	*
Customer D	10.4%	*	*	*
Customer E	*	*	*	10.0%

* Less than 10% of total

Customer A and Customer D are related parties and Customer B is a government agency. See Note 11 - Related Party Transactions.

Inventory

3 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Inventory

Inventory consists of the following as of the dates presented (in thousands):


	June 30, 2021		March 31, 2021
Raw materials	$	788	$	626
Work in process	1,153		1,054
Finished goods	983		543
Total	$	2,924	$	2,223

An inventory write-off (reversal) of $134 thousand and ($7) thousand was recorded for the three months ended June 30, 2021 and 2020, respectively.

Debts

3 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Debts

Development Loans

On April 4, 2018, the Company entered into a Loan and Security Agreement (“LSA”) and Development and License Agreement (“DLA”) with Nexperia. The LSA provided for term loans in an aggregate principal amount of up to $15.0 million, which term loans were available in tranches (Tranche A, Tranche B and Tranche B-1) and subject to the satisfaction of specified conditions. The Tranche A Loan of $5.0 million initially was scheduled to mature on the earlier of the date a specified report is required to be delivered under the DLA or March 31, 2020. On April 8, 2020, the maturity of the Tranche A loan was extended to April 30, 2020 and, on April 28, 2020, the maturity of the Tranche A Loan was further extended to June 30, 2020. On June 29, 2020, the Tranche A Loan of $5.0 million was satisfied in full when the Company transferred its Gen-4 technology development to Nexperia. The Tranche B Loan of $8.0 million and Tranche B-1 Loan of $2.0 million mature on the earlier of the date a specified report is required to be delivered under the DLA or March 31, 2021, subject to extension as provided in the LSA. On March 1, 2021, the maturity of the Tranche B Loan of $8.0 million and Tranche B-1 Loan of $2.0 million was extended to June 30, 2021. On May 18, 2021, Tranche B-1 Loan of $2.0 million was converted into a Tranche C-1 Loan, which Tranche C-1 Loan has the same terms and conditions as the existing Tranche C Loan. On June 30, 2021, the maturity of the Tranche B Loan was extended to July 16, 2021. See Note 2 - Nexperia Arrangement.

As of June 30, 2021, and March 31, 2021, aggregate principal amount of term loans outstanding under the LSA were $8.0 million and $10.0 million, respectively.

On July 16, 2021, the Tranche B Loan of $8.0 million was satisfied in full when the Company transferred its Gen-5 and 1200V technology developments to Nexperia

Revolving Credit Facility

The LSA also provided a $10.0 million revolving loan (Tranche C Loan) that was scheduled to mature at the earlier of (i) April 3, 2021, and (ii) the date a Change of Control (as defined in the LSA) of the Company occurs. Interest payable by the Company accrues on the outstanding principal amount of the loans during such period at a rate of 6% per annum. The credit facility is secured against certain of our U.S. patents not relating to MOCVD or epiwafer technology. On March 1, 2021, the maturity of the Tranche C Loan of $10.0 million was extended to May 18, 2021. On May 18, 2021, the maturity of the Tranche C Loan was extended to the earlier of April 4, 2023 and the occurrence of specified change of control events, and $2.0 million Tranche B-1 Loan converted into a Tranche C-1 Loan (the “Tranche C Loans” together with the Tranche C Loan) with the same terms and conditions as the existing Tranche C Loan. See Note 2 - Nexperia Arrangement.

The Tranche C Loans are recorded based on principal in the amount of $12.0 million and accrued interest (6% interest per annum). The Company recorded interest expense of $166 thousand and $152 thousand for the three months ended June 30, 2021 and 2020, respectively. The Company paid interest expense of $150 thousand and $0 for the three months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and March 31, 2021, the total balance of the revolving credit facility was $12.2 million and $10.2 million, respectively.

Promissory Note

The Company’s stated value of promissory note obligation as of the dates presented consists of the following (in thousands):


	Interest Rate	Due Date	June 30, 2021		March 31, 2021
Yaskawa Note	1.00%	September 2022	$	15,561	$	15,523

Pursuant to ASC 825-10-15-4, the Company elected to apply the fair value option for the promissory note. As of the dates presented, the Company determined the fair value for the note, as compared to the face value, including accrued interest, as follows (in thousands):


	June 30, 2021		March 31, 2021
Yaskawa Note	$	17,190	$	16,128

Fair value of promissory note increased $1.0 million and $1.7 million for the three months ended June 30, 2021 and 2020, respectively.

In October 2017, the Company issued an unsecured subordinated convertible promissory note to Yaskawa Electric Corporation (the “Yaskawa Note”) for $15.0 million. The stated interest rate of the Yaskawa Note is 1.0%, and principal plus interest is due on the earlier of September 30, 2022, or the date of the occurrence of an Event of Default, Change of Control or an Initial Public Offering (all terms as defined in the Yaskawa Note). In connection with the Merger, the Yaskawa Note was amended to be convertible at the option of the holder into a maximum of 3,076,171 shares of our common stock at a conversion price of $5.12 per share.

In connection with its promissory note obligation, the Company recorded interest expense of $38 thousand and $37 thousand for the three months ended June 30, 2021 and 2020, respectively. In accordance with the terms of the promissory note, interest is added to the principal balance and is reflected in the carrying value on the consolidated balance sheet. As of June 30, 2021 and March 31, 2021, accrued interest on the promissory note was $561 thousand and $523 thousand, respectively.

In December 2020, we entered into a cooperation and development agreement with Yaskawa, pursuant to which Yaskawa agreed to provide $4.0 million over approximately three years to fund development activities related to industrial power conversion applications, with an initial focus on servo motor drive applications. Yaskawa provided $1.0 million of this $4.0 million commitment in December 2020. The Company evaluated and concluded that the deliverables are the same and nature of the services to be provided to Yaskawa will be consistent over the period of approximately three years. Accordingly, the Company recognized $334 thousand and $0 as revenue for the three months ended June 30, 2021 and 2020, respectively.

As of June 30, 2021, the scheduled maturity on the development loan, revolving credit facility and promissory note was as follows (in thousands):


2022	$	8,166
2023	15,748
2024	12,000
Total	$	35,914

Investment in Aizu Fujitsu Semiconductor Wafer Solution Limited ("AFSW")

3 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Investment in Aizu Fujitsu Semiconductor Water Solution Limited ("AFSW")

Investment in Aizu Fujitsu Semiconductor Wafer Solution Limited (“AFSW”)

As of June 30, 2021, the Company was party to a joint venture agreement (the “JVA”), by and among Aizu Fujitsu Semiconductor Limited, Fujistu Semiconductor Limited (“FSL”), the Company and Transphorm Aizu, Inc. (“Transphorm Aizu”) for the ownership and operations of AFSW. As of June 30, 2021, the Company held a 49% interest in AFSW through Transphorm Aizu, the Company’s wholly-owned subsidiary established in Japan to manage the financial transactions around AFSW. AFSW manufactures semiconductor products exclusively for its owners under manufacturing agreements at prices estimated to cover the cost of production. AFSW was determined to be a variable interest entity (“VIE”) as the equity at risk was not believed to be sufficient. AFSW depends on its owners for any additional cash. The Company extended $2.0 million and $1.9 million to AFSW to fund AFSW’s operations for the three months ended June 30, 2021 and 2020, respectively. The Company’s known maximum exposure to loss approximated the carrying value of its investment balance, which included the financing. Potential future losses could be higher than the carrying amount of the Company’s investment, as we are liable, along with the other owner, for other future operating costs or obligations of AFSW. In addition, because Transphorm is currently committed to purchasing GaN wafers and production-related services from AFSW at pre-agreed pricing based upon the Company’s second generation products, the Company may be required to purchase products at a higher cost for its newer generation products. Unfunded commitment to AFSW was $1.3 million and $1.9 million as of June 30, 2021 and March 31, 2021, respectively.

On April 1, 2020, FSL exercised its put option under the JVA and notified us that FSL intended to exit the joint venture by selling its 51% interest in AFSW to us. On August 1, 2021, our joint venture company in Singapore, in which we hold a 25%, acquired all of the interests in AFSW. See Note 12 - Subsequent Events.

The Company’s investment activities in AFSW for the periods presented are summarized below (in thousands):


	For the Three Months Ended June 30, 2021		For the Three Months Ended March 31, 2021
Beginning balance	$	(1,866)	(1,466)
Investment	2,018		968
Loss	(1,490)		(1,468)
Effect of exchange rate change	(1)		100
Ending balance	$	(1,339)	$	(1,866)

Summarized financial information of AFSW for the periods indicated, as provided by the controlling owner, are as follows (in thousands):


	As of
	June 30, 2021		March 31, 2021
Current assets	$	1,693	$	932
Long-term assets	$	5,395	$	5,330
Other current liabilities	$	2,495	$	2,200
Due to controlling owner	$	24,299	$	22,354
Due to Transphorm	$	14,820	$	13,179
Net deficit	$	(34,526)	$	(31,471)

	For the Three Months Ended June 30,
	2021		2020
Sales	$	1,430	$	538
Gross loss	$	(2,399)	$	(3,148)
Net loss	$	(3,041)	$	(3,789)

Commitments and Contingencies

3 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitment with a Government Agency

In connection with a contract with a government agency, the Company entered into a commitment to acquire equipment and services from vendors totaling $7.4 million, all of which is reimbursable. The Company has made total purchases of $7.0 million cumulatively as of June 30, 2021, of which $7.0 million was reimbursed by the government agency as of June 30, 2021. During the three months ended June 30, 2021, the Company made purchases of $112 thousand and the remaining accounts payable to the vendors was $155 thousand as of June 30, 2021. For the three months ended March 31, 2021, the Company made purchases of $270 thousand, of which $124 thousand was in accounts payable as of March 31, 2021.

Operating Leases

The Company leases office and fabrication space in Goleta, California, and office space in Campbell, California and in Japan under noncancelable operating lease agreements. The terms of certain leases provide for escalating rental payments through the term of the lease. The Company recognizes rent expense on a straight-line basis over the lease term and accrues for rent expense incurred but not paid.

As of June 30, 2021, future minimum operating lease commitments were as follows (in thousands):


2022	$	508
2023	322
2024	241
Thereafter	60
Total	$	1,131

The Company recorded rent expense, net of rental income, which includes common area maintenance fees in addition to the base rent, of $225 thousand and $195 thousand for the three months ended June 30, 2021 and 2020, respectively. Rental income from a noncancelable sublease was $0 and $45 thousand for the three months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, there is no the future minimum rental payments to be received under the noncancelable sublease.

Contingencies

During the ordinary course of business, the Company may become a party to legal proceedings incidental to its business. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Legal cost is expensed as incurred. The Company is not aware of any material legal claims or assessments. Although the results of litigation and claims are inherently unpredictable, management believes there was not at least a reasonable possibility that the Company had incurred a material loss with respect to any loss contingencies as of June 30, 2021 and through the issuance of these financial statements.

Indemnification

The Company from time to time enters into types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily relate to: (1) real estate leases, under which the Company may be required to indemnify property owners for environmental and other liabilities and for other claims arising from the Company’s use of the applicable premises; (2) agreements with the Company’s officers, directors, and employees, under which the Company may be required to indemnify such persons from liabilities arising out of their relationship; (3) indemnifying customers in the event of product failure; and (4) agreements with outside parties that use the Company’s intellectual property, under which the Company may indemnify for copyright or patent infringement related specifically to the use of such intellectual property.

Historically, the Company has not been required to make payments under these obligations, and no liabilities have been recorded for these obligations in the Company’s unaudited condensed consolidated financial statements.

Stockholders' Deficit

3 Months Ended

Jun. 30, 2021

Equity [Abstract]

Stockholders' Deficit

Stockholders’ Deficit

On February 12, 2020, in connection with the Merger, shares of Transphorm Technology’s convertible preferred stock and common stock issued and outstanding immediately prior to the closing of the Merger were converted into shares of the Company’s common stock as follows:

•Series 1 convertible preferred stock: 51,680,254 shares issued and outstanding were converted into 12,433,953 shares issued and outstanding;

•Series 2 convertible preferred stock: 38,760,190 shares issued and outstanding were converted into 7,499,996 shares issued and outstanding;

•Series 3 convertible preferred stock: 31,850,304 issued and outstanding were converted into 4,000,000 shares issued and outstanding; and

•Common stock: 50,325,662 shares issued and outstanding were converted into 4,171,571 shares, net of 52,733 redeemed shares from unaccredited investors, issued and outstanding.

In addition, on February 12, 2020, the Company issued 1,650,000 shares in connection with the Merger with Peninsula Acquisition Corporation.

All per share and share amounts for all periods presented have been retroactively adjusted to reflect the effect of the Merger.

In December 2019, the Company amended its certificate of incorporation to authorize two classes of stock, to be designated, respectively, common stock and preferred stock. The total number of shares of stock that the Company shall have authority to issue is 755,000,000 shares, of which 750,000,000 shares are common stock, $0.0001 par value per share, and 5,000,000 shares are preferred stock, $0.0001 par value per share.

In April 2021, the Company issued 97,099 shares of common stock as payment of $500 thousand for one year internet advertising contract with SRAX, Inc.

As of June 30, 2021, 750,000,000 shares of common stock are authorized, of which 40,662,020 shares of common stock were issued and outstanding and 5,000,000 shares of preferred stock are authorized, none of which were issued and outstanding. The Company’s Board of Directors has the ability to designate the rights, preferences and privileges for the preferred stock.

Private Placement

On February 12, 2020 and February 27, 2020, we sold an aggregate of 5,380,000 shares of common stock in a private placement offering at a purchase price of $4.00 per share, with aggregate gross proceeds of $21.5 million (before deducting placement agent fees and other offering expenses, which were an aggregate of $1.8 million).

On December 23, 2020, we sold an aggregate of 5,000,000 shares of common stock in a private placement offering at a purchase price of $3.00 per share and issued warrants to placement agents to purchase 150,000 shares of common stock at a price of $3.30 per share, with aggregate gross proceeds of $15.0 million (before deducting placement agent fees, financial advisor fees and other offering expenses, which were an aggregate of $1.4 million excluding warrant cost of $223 thousand).

On March 31, 2021, we sold 250,000 shares of common stock in a private placement offering at a purchase price of $4.00 per share, with gross proceeds of $1.0 million (before deducting placement agent fees and other offering expenses, which were an aggregate of $50 thousand).

Common Stock

Common stockholders are entitled to dividends, as and when declared by the Company’s Board of Directors, subject to the priority dividend rights of the holders of other classes of stock. There have been no dividends declared to date. The holder of each share of common stock is entitled to one vote.

The Company has reserved shares of common stock for future issuance as of date presented as follows:


			June 30, 2021
Equity incentive plans			7,032,699
Common stock warrants			159,415
Total			7,192,114

Common Stock Warrants

On December 23, 2020, we issued warrants to placement agent to purchase 150,000 shares of common stock at an exercise price of $3.30 per share in the private placement. Our warrants are exercisable by paying cash or by cashless exercise for unregistered shares of common stock. The exercise price of the warrants is subject to standard antidilutive provision adjustment in the case of stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations, reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders. The exercise price of the warrants is not subject to “price-based” anti-dilution adjustment. We have determined that these warrants related to issuance of common stock are subject to equity treatment because the warrant holder has no right to demand cash settlement and there are no unusual anti-dilution rights.

The following warrants to purchase common stock were outstanding as of June 30, 2021:


Number of Shares	Exercise Price		Expiration Date
6,046	$	34.74	5 years after an initial public offering of the Company
3,369	$	54.41	5 years after an initial public offering of the Company
150,000	$	3.30	December 23, 2025
159,415

Stock Based Compensation

3 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Stock Based Compensation

The 2020 Equity Incentive Plan (the “2020 Plan”) was approved by Transphorm Technology’s board of directors on February 10, 2020 and Transphorm Technology’s stockholders on February 12, 2020, and became effective on the business day immediately prior to the closing of the Merger. Our stockholders approved the 2020 Plan on February 11, 2020. We assumed the 2020 Plan in connection with the Merger. The 2020 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to our employees and our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, and performance shares to our employees, directors, and consultants and our parent and subsidiary corporations’ employees and consultants. As of June 30, 2021, there were 922,037 restricted stock units outstanding under the 2020 Plan, 2,462,414 stock options outstanding under the 2020 Plan, and 3,648,248 shares available for grant (which includes an automatic increase on April 1, 2021 of 2,026,599 shares) under the 2020 Plan.

Subject to the adjustment provisions of the 2020 Plan, and the automatic increase described in the 2020 Plan, the maximum aggregate number of shares of our common stock that may be issued under the 2020 Plan is 5,050,000 shares of our common stock, which includes (i) 2,588,077 shares initially reserved for issuance, plus (ii)

any shares of our common stock subject to issued and outstanding awards under the 2007 Plan or 2015 Plan that were assumed in the Merger and that, on or after the closing of the Merger, expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by us for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by us due to failure to vest, with the maximum number of shares to be added to the 2020 Plan pursuant to this clause (ii) equal to 2,461,923 shares. Subject to the adjustment provisions of the 2020 Plan, the number of shares of common stock available for issuance under the 2020 Plan will also include an annual increase on the first day of each fiscal year beginning with our 2022 fiscal year and ending on (and including) our 2030 fiscal year, in an amount equal to the least of: 5,000,000 shares of our common stock; five percent (5%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year; or such number of shares of our common stock as the administrator of the 2020 Plan may determine.

Stock Options

The following table summarizes stock option activity and related information for the periods presented:


	Number of Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding at April 1, 2021	2,543,125	$	4.82	6.05	$	—
Options granted	—	$	—
Options exercised	(31,925)	$	4.21
Options canceled	(48,786)	$	6.85
Outstanding at June 30, 2021	2,462,414	$	4.79	5.82	$	720
Exercisable at June 30, 2021	2,224,780	$	4.65	5.43	$	690

Outstanding at April 1, 2020	2,458,091	$	4.74	6.58	$	—
Options granted	—	$	—
Options exercised	—	$	—
Options canceled	(3,404)	$	3.51
Outstanding at June 30, 2020	2,454,687	$	4.74	6.33	$	—
Exercisable at June 30, 2020	2,251,243	$	4.83	6.22	$	—

(1) Intrinsic value represents the excess of the fair value on the last day of the period, which was $4.58 and $3.01 as of June 30, 2021 and 2020, respectively, over the exercise price, multiplied by the number of options.

Restricted Stock

Restricted Stock Awards

RSAs are grants of shares of our common stock that vest in accordance with terms and conditions established by the Company’s Board of Directors. Recipients of RSAs generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the RSA agreement provides otherwise. Shares of restricted stock that do not vest are subject to forfeiture. In September 2020, we granted 123,501 RSAs outside of our 2020 Plan, 98,450 of which were fully vested on the date of grant and the remainder of which vested in January 2021. In December 2020, we granted 12,000 RSAs outside of our 2020 Plan, all of which were fully vested on the date of grant. There were no RSAs outstanding as of March 31, 2021 and no RSA activities during the three months ended June 30, 2021.

Restricted Stock Units

RSUs are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator of the 2020 Plan. Subject to the provisions of the 2020 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria. We granted 816,180 RSUs during the three months ended September 30, 2020, 4,000 of which were fully vested on the date of grant. The remainder of the RSUs are scheduled to vest as follows: one third will vest on each of January 1, 2022, January 1, 2023 and July 1, 2023, in each case subject to the RSU holders’ continued status as a service provider to the Company through each vesting date. We granted 137,452 RSUs during the three months ended March 31, 2021, which are scheduled to vest in various periods, beginning immediately and ending on February 2025, in each case subject to the RSU holders’ continued status as a service provider to the Company through each vesting date.

The following table summarizes RSU activity and related information for the period presented:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Outstanding at April 1, 2021	935,397	$	3.96
Granted	—	$	—
Vested	(1,000)	$	3.75
Canceled	(12,360)	$	4.00
Outstanding at June 30, 2021	922,037	$	3.96

Stock-Based Compensation

The accompanying unaudited condensed consolidated statement of operations and comprehensive loss includes stock-based compensation expense for the periods presented as follows (in thousands):


	Three Months Ended June 30,
	2021		2020
Cost of revenue	$	27	$	11
Research and development	127		40
Sales and marketing	36		5
General and administrative	307		48
Total	$	497	$	104

Unrecognized Stock-Based Compensation

Unrecognized stock-based compensation expense as of dates presented was as follows (in thousands):


	June 30, 2021			June 30, 2020
	Unrecognized Expense		Average Expected Recognition Period (in years)	Unrecognized Expense		Average Expected Recognition Period (in years)
Stock options	$	256	3.26	$	224	1.00
Restricted stock	2,176		1.59	—		—
Total	$	2,432	1.77	$	224	1.00

Related Party Transactions	3 Months Ended
Related Party Transactions	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions During the three months ended June 30, 2021, the Company entered into the following related party transactions: •Recorded $641 thousand in cost of goods sold for services, recorded $224 thousand in research and development expense and incurred $(16) thousand for employees and related benefits from the AFSW joint venture; •Sold $18 thousand of products to non-controlling stockholders of the Company and incurred $50 thousand of license maintenance fee from a non-controlling stockholder of the Company; •Recorded $334 thousand in revenue per a cooperation and development agreement with Yaskawa, and •Recorded $476 thousand in license fee income, recorded $38 thousand of reimbursements in license maintenance fee, recorded $166 thousand in interest expense, and sold $197 thousand of products to a stockholder and noteholder of the Company. See Note 2 - Nexperia Arrangement. As of June 30, 2021, total due from related parties was $16.8 million, consisting of $15.6 million due from the AFSW joint venture, $5 thousand accounts receivable from non-controlling stockholders of the Company, $750 thousand other receivable from Yaskawa, and $490 thousand accounts receivable from a stockholder and noteholder of the Company. As of June 30, 2021, total accounts payable to related parties was $763 thousand to the AFSW joint venture and $42 thousand to Nexperia, and deferred revenue to Yaskawa was $750 thousand. During the three months ended June 30, 2020, the Company entered into the following related party transactions: •Recorded $56 thousand in cost of goods sold for services, recorded research and development expense of $408 thousand, of which $231 thousand was reimbursable, and recorded $15 thousand in payroll related costs from the AFSW joint venture; •Sold $27 thousand of products to non-controlling stockholders of the Company and incurred $50 thousand of license maintenance fee from a non-controlling stockholder of the Company; and •Recorded $5.1 million in license fee income, recorded $38 thousand of reimbursements in license maintenance fee, recorded $151 thousand in interest expense, recorded $231 thousand reimbursement for research and development, and sold $359 thousand of products to a stockholder and noteholder of the Company. See Note 2 - Nexperia Arrangement. As of March 31, 2021, total due from related parties was $14.1 million, consisting of $13.5 million due from the AFSW joint venture, $5 thousand accounts receivable from non-controlling stockholders of the Company, and $503 thousand accounts receivable from a stockholder and noteholder of the Company. As of March 31, 2021, total accounts payable to related parties was $370 thousand to the AFSW joint venture and $11 thousand to Nexperia, and accrued royalty was $4 thousand to Furukawa.

Subsequent Events	3 Months Ended
Subsequent Events	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Development Loan As part of the Collaboration Arrangement (Note 2 - Nexperia Arrangement) executed with Nexperia on April 4, 2018, the Company agreed to grant Nexperia the perpetual exclusive right to use the Company’s existing Gen-5 and 1200V manufacturing process technologies. License fees are received upon satisfaction of contractual milestones and recognized upon delivery of the perpetual license or transferred technology without any remaining performance obligations. On July 16, 2021, the $8.0 million Tranche B Loan was satisfied in full upon the Company’s transfer of its Gen-5 and 1200V technology developments to Nexperia. Investment in AFSW In December 2020, the Company entered into a joint venture agreement with JCP Capital Management, LLC (controlling party with 75% ownership) to create GaNovation, a joint venture company in Singapore, to engage in the business of distribution, development and supply of GaN products and, upon approval of the regulatory authorities in Japan, to purchase FSL’s and Transphorm’s interests in AFSW. Transphorm currently holds a 25% interest in GaNovation. In July 2021, regulatory authorities in Japan approved GaNovation’s purchase of 100% of the interests in AFSW from Transphorm and FSL. Accordingly, on July 20, 2021, Transphorm Aizu entered into a Share Purchase Agreement (the “Purchase Agreement”) with GaNovation, pursuant to which GaNovation agreed to acquire Transphorm’s 49% interest in AFSW from Transphorm Aizu for 1 Japanese Yen. The closing of the Purchase Agreement occurred on August 1, 2021. Following the closing of the Purchase Agreement and other concurrent transactions between GaNovation and FSL, Transphorm, through GaNovation, holds a 25% interest in AFSW (down from the previous 49%). For at least one year following the closing, we have agreed to use our best efforts to maintain the operations of AFSW. Stock Purchase On August 13, 2021, the Company issued and sold (i) 1,000,000 shares of the Company’s common stock at a purchase price of $5.00 per share, and (ii) a warrant to purchase 209,000 shares of common stock, resulting in gross proceeds to the Company of $5.0 million. The warrant has an exercise price of $6.00 per share, provides for a cashless exercise feature, and is exercisable for a period of three years.

Business and Basis of Presentation (Policies)	3 Months Ended
Business and Basis of Presentation (Policies)	Jun. 30, 2021
Accounting Policies [Abstract]
Principles of Consolidation	The unaudited condensed consolidated financial statements include the accounts of the Parent and its wholly-owned subsidiaries, Transphorm Technology, Transphorm Japan, Inc., Transphorm Japan Epi, Inc. and Transphorm Aizu, Inc. Upon consolidation, all significant intercompany accounts and transactions have been eliminated.
Use of Estimates	The preparation of interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its estimates and assumptions on historical experience, knowledge of current conditions, and its belief of what could occur in the future, given available information. Actual results could differ from those estimates, and such differences could be material to the consolidated financial statements. Estimates are used for, but not limited to, the determinations of fair value of stock awards and promissory notes, accrual of liabilities, revenue recognition, inventory reserve, and useful lives for property and equipment.
Cash and Cash Equivalents	The Company considers all highly-liquid investments with original maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist principally of bank deposits and money market funds.
Foreign Currency Risk	The Company is exposed to foreign currency risk due to its operations in Japan (Yen). Assets and liabilities of the operations are re-measured into U.S. currency at exchange rates in effect at the balance sheet dates through the consolidated statements of comprehensive income. Gains or losses resulting from foreign currency transactions are re-measured using the rates on the dates on which those elements are recognized during the period and are included in other income or expense in the consolidated statements of operations.
Concentrations of Risk	Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company is exposed to credit risk in the event of default by the financial institution holding its cash. The Company’s investment policy restricts investments to high-quality investments and limits the amounts invested with any one issuer, industry or geographic area. Risks associated with cash holdings in excess of insured limits are mitigated by banking with high-quality institutions. To date, the Company has not experienced any significant losses on its cash and cash equivalents. The Company periodically evaluates the relative credit standing of these financial institutions. The Company is subject to risks common in the power conversion components industry, including, but not limited to, technological obsolescence, dependence on key personnel, market acceptance of its products, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.
Comprehensive Loss	Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes the impact of foreign currency translation adjustments.
Accounts Receivable	Accounts receivable are analyzed and allowances for uncollectible accounts are recorded, as required. Provisions for uncollectible accounts, if any, are recorded as bad debt expense and included in general and administrative expenses in the accompanying consolidated statements of operations. The process for determining the appropriate level of allowances for doubtful accounts involves judgment, and the Company considers such factors as the age of the underlying receivables, historical and projected collection trends, the composition of outstanding receivables, current economic conditions and regulatory changes. An account is fully reserved when reasonable collection efforts have been unsuccessful and it is probable that the receivable will not be recovered.
Inventory	Inventory is stated at the lower of cost (first-in, first-out method) or net realizable value. The Company periodically reviews the value of items in inventory and records write-downs or write-offs based on its assessment of slow moving or obsolete inventory. The Company maintains an inventory reserve for obsolete inventory and generally makes inventory value adjustments against the inventory reserve.
Property and Equipment	Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the respective assets, generally ranging from three to seven years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the related lease term. Depreciation for equipment commences once it is placed in service, and depreciation for buildings and leasehold improvements commences once they are ready for their intended use. The Company expenses maintenance and repair costs that do not extend the life of the asset as they are incurred.
Property and Equipment, Impairment	The Company evaluates the carrying amount of its property and equipment whenever events or changes in circumstances indicate that the assets may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of an asset or asset group and its eventual disposition are less than the carrying amount of the asset or asset group.
Goodwill	Goodwill arose for the acquisition of a business in February 2014 based in Japan and was accounted for as the purchase of a business. Goodwill generated from business combinations and deemed to have indefinite lives are not subject to amortization and instead are tested for impairment at least annually in December unless certain events occur or circumstances change. Goodwill represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. We test for goodwill impairment annually or earlier if events or changes in circumstances indicate goodwill might possibly be impaired. Impairment exists when the carrying value of the goodwill exceeds its implied fair value. An impairment loss would be recognized in an amount equal to that excess as a charge to operations in the unaudited condensed consolidated statements of operations.
Intangible Assets	Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives, which generally range from three to ten years. Each reporting period, the Company evaluates the estimated remaining useful lives of intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.If it is determined that the carrying values might not be recoverable based upon the existence of one or more indicators of impairment, the Company performs a test for recoverability using various methodologies, such as the income approach or cost approach, to determine the fair value of intangible assets depending upon the nature of the assets. If assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds their respective fair values.
Revenue Recognition	The Company derives its revenues from sales of high-powered GaN-based products manufactured utilizing the Company’s proprietary and patented epiwafer technology and wafer fabrication and other assembly processes, sales of GaN epiwafers for the radio frequency (“RF”) and power markets, and sales of licenses to use such patented proprietary technology, as well as enabling EPI wafer growth services and products to our strategic partners. Revenues are recognized when control of these products or licenses are transferred to the Company’s customers in an amount that reflects the consideration it expects to be entitled to in exchange for those products and licenses. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company does not have any significant financing components associated with its revenue contracts, as payment is received at or shortly after the point of sale. Disaggregation of Revenue from Contracts with Customers Revenue consists of licensing revenue, government contract revenue from our contract with the U.S. Navy and product sales, with applicable performance obligations satisfied at a point in time. Products are sold to distributors and end-users in various sectors such as, but not limited to, the automotive, gaming, industrial, IT, and consumer products industries. As part of the multi-element commercial arrangement executed with Nexperia on April 4, 2018 (see Note 2 - Nexperia Arrangement), the Company agreed to grant Nexperia the perpetual exclusive right to use the Company’s existing Gen-3 manufacturing process technology. License fees are received upon satisfaction of contractual milestones and recognized upon delivery of the perpetual license or transferred technology without any remaining performance obligations. The Company recognized $0 and $5.0 million of licensing revenue for the three months ended June 30, 2021 and 2020, respectively. In December 2020, we entered into a cooperation and development agreement with Yaskawa, pursuant to which Yaskawa agreed to provide $4.0 million over approximately three years to fund development activities related to industrial power conversion applications, with an initial focus on servo motor drive applications. Yaskawa provided $1.0 million of this $4.0 million commitment in December 2020. The Company evaluated and concluded that the deliverables are the same and nature of the services to be provided to Yaskawa will be consistent over the period of approximately three years. Accordingly, the Company recognized $334 thousand and $333 thousand as revenue for the three months ended June 30, 2021 and March 31, 2021, respectively. During the three months ended June 30, 2021 and 2020, we billed the commitment of $750 thousand and $0, respectively. Deferred revenue of $750 thousand and $0 is recorded as of June 30, 2021 and 2020, respectively. Government contract revenues are principally generated under research and development contracts. Contract revenues are derived primarily from research contracts with agencies of the U.S. government. We believe credit risk related to accounts receivable arising from such contracts is minimal. These contracts may include cost-plus fixed fee and fixed price terms. All payments to us for work performed on contracts with agencies of the U.S. government are subject to adjustment upon audit by the Defense Contract Audit Agency. The Company received new government authorized rates for billing purposes which allowed for retroactive application since inception. The cumulative impact of this rate change as of June 30, 2021 was $423 thousand, of which $(83) thousand and $505 thousand were recorded in the three months ended March 31, 2021 and September 30, 2020, respectively. The Company will use the new approved rates on a go-forward basis. Performance Obligations For performance obligations related to the sale of products, control transfers to the customer at a point in time. The Company’s principal terms of sale are free on board shipping or destination and the Company transfers control and records revenue for product sales upon shipment or delivery to the customer, respectively. For performance obligations related to the licensing of patented technology in perpetuity, control also transfers to the customer at a point in time. The Company transfers control and records revenue for licensing fees once the Company has (i) provided or otherwise makes available the patented technology to the customer and (ii) the customer is able to use and benefit from the patented technology. Variable Consideration The nature of the Company’s arrangement with Nexperia gives rise to variable consideration in the form of milestone and royalty payments. The royalties qualify for the sales and usage-based royalty exception, as the license of intellectual property is the predominant item to which the royalty relates and are recognized upon the subsequent sale occurring. The variable amounts are received upon satisfaction of contractually agreed upon development targets and sales volume.
Research and Development	The Company is a party to research grant contracts with the U.S. government for which the Company is reimbursed for specified costs incurred for its research projects. These projects include energy saving initiatives for which the U.S. government offers reimbursement funds. Such reimbursements are recorded as an offset to research and development expenses when the related qualified research and development expenses are incurred. Reimbursable costs are recognized in the same period the costs are incurred up to the limit of approved funding amounts on qualified expenses.
Stock-Based Compensation	All share-based payments, including grants of stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”), are measured at the fair value of the share-based awards on the grant date and recognized over their respective vesting periods, which is generally one to four years. The estimated fair value of stock options at the grant date is determined using the Black-Scholes-Merton pricing model. The RSAs and RSUs are measured using the estimated fair value of the stock price, which, due to limited trading history, is based on recent equity sales. The Company recognizes the fair value of share-based payments as compensation expense for all expected-to-vest stock-based awards over the vesting period of the award using the straight-line attribution or graded vesting method provided that the amount of compensation cost recognized at any date is no less than the portion of the grant-date fair value of the award that is vested at that date. The Black-Scholes-Merton option pricing model requires inputs such as the fair value of common stock on date of grant, expected term, expected volatility, dividend yield, and risk-free interest rate. Further, the forfeiture rate also affects the amount of aggregate compensation expense. These inputs are subjective and generally require significant analysis and judgment to develop. Volatility data is obtained from a study of publicly traded industry peer companies. The forfeiture rate is derived primarily from the Company’s historical data, and the risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues commensurate with the expected term. Management generally uses the simplified method to calculate the expected term for employee grants as the Company has limited historical exercise data or alternative information to reasonably estimate an expected term assumption. The simplified method assumes that all options will be exercised midway between the weighted average vesting date and the contractual term of the option. Stock-based compensation expense recognized in the Company’s unaudited condensed consolidated financial statements is based on awards that are expected to vest. These expense amounts have been reduced by using an estimated forfeiture rate. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company evaluates the assumptions used to estimate forfeitures annually in connection with the recognition of stock-based compensation expense.
Loss Per Share	Basic loss per share is calculated by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common stockholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of stock warrants, restricted stock units and stock options, are not reflected in diluted loss per share because such shares are anti–dilutive. Dilutive impact of potential common shares resulting from common stock equivalents is determined by applying the treasury stock method.
Fair Value Measurement	Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of the Company’s financial instruments such as cash equivalents, accounts receivable, revolving credit facility, accounts payable and accrued liabilities approximate fair values due to the short-term nature of these items. The Company has elected the fair value option for its promissory notes.
Income Taxes	The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”). ASC 740 prescribes the use of the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted statutory tax rates in effect at the balance sheet date. The Company records a valuation allowance to reduce its deferred tax assets when uncertainty regarding their realizability exists.
Equity Method Investments	The Company uses the equity method to account for investments in entities that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's proportionate share of the net income or loss of these companies is included in consolidated net loss. Judgments regarding the level of influence over each equity method investment include consideration of key factors such as the Company's ownership interest, representation on the board of directors or other management body and participation in policy-making decisions.
Segment Reporting	The Company’s operations and its financial performance is evaluated on a consolidated basis by the chief operating decision maker. Accordingly, the Company considers all of its operations to be aggregated in one reportable operating segment.
Recently Issued Accounting Standards Adopted and under Evaluation	Recently Issued Accounting Standards under Evaluation Debt - In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly change the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. Refer to our white paper, Accounting simplifications for convertible instruments and warrants, for additional information. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. Leases - In June 2020, the FASB issued ASU 2020-05, which amends the effective dates of the FASB’s standards on leasing (ASC 842) to give immediate relief to certain entities as a result of the widespread adverse economic effects and business disruptions caused by the COVID-19 pandemic. In February 2016, the FASB issued ASU 2016-02, Leases, which, for operating leases, requires the lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on its balance sheet. The guidance also requires a lessee to recognize single lease costs, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The leasing standard’s effective dates were the fiscal year beginning after December 15, 2019 as originally issued (ASU 2016-02) and the fiscal year beginning after December 15, 2020 as amended by ASU 2019-10. As amended by ASU 2020-05, the leasing standard’s effective date is now the fiscal year beginning after December 15, 2021. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. Financial Instruments - FASB ASU 2020-03, Codification Improvements to Financial Instruments, makes clear the determination of the contractual life of a net investment in leases in estimating expected credit losses under ASC 326, Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 is effective for the Company in 2023. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. Income Tax - In December 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the FASB’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users). ASU 2019-12 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements.

Fair Value Measurements (Tables)

3 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Liabilities measured at fair value by level

The following table summarizes the Company’s liabilities measured at fair value as of the dates presented, by level within the fair value hierarchy (in thousands):


	Level 1		Level 2		Level 3
June 30, 2021
Promissory note	$	—	$	—	$	17,190
March 31, 2021
Promissory note	$	—	$	—	$	16,128

Changes in fair value of promissory notes

The following table includes the changes in fair value of the promissory note which are Level 3 on the fair value hierarchy (in thousands):


April 1, 2021	$	16,128
Interest expense accrued	38
Increase in fair value	1,024
June 30, 2021	$	17,190

January 1, 2021	$	15,392
Interest expense accrued	37
Increase in fair value	699
March 31, 2021	$	16,128

Fair value of prommissory note

The following table summarizes assumptions used for fair value of promissory note as of the dates presented:


	June 30, 2021	March 31, 2021
Stock price	$4.69	$3.75
Time	1.25 years	1.5 years
Risk-free rate	0.12%	0.12%
Volatility	43.7%	50.6%

Concentration of Credit Risk and Significant Customers (Tables)

3 Months Ended

Jun. 30, 2021

Risks and Uncertainties [Abstract]

Schedules of concentration of risk, by risk factor

Significant customers are those that represent 10% or more of revenue or accounts receivable and are set forth in the following table:


	Revenue for the Three Months Ended June 30,		Accounts Receivable As of
Revenue	2021	2020	June 30, 2021	March 31, 2021
Customer A	20.9%	86.4%	21.8%	31.1%
Customer B	31.5%	10.5%	38.6%	33.9%
Customer C	14.7%	*	13.7%	*
Customer D	10.4%	*	*	*
Customer E	*	*	*	10.0%

* Less than 10% of total

Inventory (Tables)

3 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Schedule of inventory

Inventory consists of the following as of the dates presented (in thousands):


	June 30, 2021		March 31, 2021
Raw materials	$	788	$	626
Work in process	1,153		1,054
Finished goods	983		543
Total	$	2,924	$	2,223

Debts (Tables)

3 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of promissory note obligation

The Company’s stated value of promissory note obligation as of the dates presented consists of the following (in thousands):


	Interest Rate	Due Date	June 30, 2021		March 31, 2021
Yaskawa Note	1.00%	September 2022	$	15,561	$	15,523

Schedule of fair value option

As of the dates presented, the Company determined the fair value for the note, as compared to the face value, including accrued interest, as follows (in thousands):


	June 30, 2021		March 31, 2021
Yaskawa Note	$	17,190	$	16,128

Schedule of maturities of long-term debt

As of June 30, 2021, the scheduled maturity on the development loan, revolving credit facility and promissory note was as follows (in thousands):


2022	$	8,166
2023	15,748
2024	12,000
Total	$	35,914

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Investment in Aizu Fujitsu Semiconductor Wafer Solution Limited ("AFSW") (Tables)

3 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of investment activities in AFSW

The Company’s investment activities in AFSW for the periods presented are summarized below (in thousands):


	For the Three Months Ended June 30, 2021		For the Three Months Ended March 31, 2021
Beginning balance	$	(1,866)	(1,466)
Investment	2,018		968
Loss	(1,490)		(1,468)
Effect of exchange rate change	(1)		100
Ending balance	$	(1,339)	$	(1,866)

Summarized financial information of AFSW for the periods indicated, as provided by the controlling owner, are as follows (in thousands):


	As of
	June 30, 2021		March 31, 2021
Current assets	$	1,693	$	932
Long-term assets	$	5,395	$	5,330
Other current liabilities	$	2,495	$	2,200
Due to controlling owner	$	24,299	$	22,354
Due to Transphorm	$	14,820	$	13,179
Net deficit	$	(34,526)	$	(31,471)

	For the Three Months Ended June 30,
	2021		2020
Sales	$	1,430	$	538
Gross loss	$	(2,399)	$	(3,148)
Net loss	$	(3,041)	$	(3,789)

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Commitment and Contingencies (Tables)

3 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum operating lease commitments

As of June 30, 2021, future minimum operating lease commitments were as follows (in thousands):


2022	$	508
2023	322
2024	241
Thereafter	60
Total	$	1,131

Stockholders' Equity (Tables)

3 Months Ended

Jun. 30, 2021

Equity [Abstract]

Schedule of convertible preferred stock by class

The Company has reserved shares of common stock for future issuance as of date presented as follows:


			June 30, 2021
Equity incentive plans			7,032,699
Common stock warrants			159,415
Total			7,192,114

Schedule of stockholders' equity note, warrants or rights

The following warrants to purchase common stock were outstanding as of June 30, 2021:


Number of Shares	Exercise Price		Expiration Date
6,046	$	34.74	5 years after an initial public offering of the Company
3,369	$	54.41	5 years after an initial public offering of the Company
150,000	$	3.30	December 23, 2025
159,415

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21484-112644

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Stock Based Compensation (Tables)

3 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule of stock option activity

The following table summarizes stock option activity and related information for the periods presented:


	Number of Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding at April 1, 2021	2,543,125	$	4.82	6.05	$	—
Options granted	—	$	—
Options exercised	(31,925)	$	4.21
Options canceled	(48,786)	$	6.85
Outstanding at June 30, 2021	2,462,414	$	4.79	5.82	$	720
Exercisable at June 30, 2021	2,224,780	$	4.65	5.43	$	690

Outstanding at April 1, 2020	2,458,091	$	4.74	6.58	$	—
Options granted	—	$	—
Options exercised	—	$	—
Options canceled	(3,404)	$	3.51
Outstanding at June 30, 2020	2,454,687	$	4.74	6.33	$	—
Exercisable at June 30, 2020	2,251,243	$	4.83	6.22	$	—

Schedule of unvested restricted stock units

The following table summarizes RSU activity and related information for the period presented:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Outstanding at April 1, 2021	935,397	$	3.96
Granted	—	$	—
Vested	(1,000)	$	3.75
Canceled	(12,360)	$	4.00
Outstanding at June 30, 2021	922,037	$	3.96

Stock-based compensation expense

The accompanying unaudited condensed consolidated statement of operations and comprehensive loss includes stock-based compensation expense for the periods presented as follows (in thousands):


	Three Months Ended June 30,
	2021		2020
Cost of revenue	$	27	$	11
Research and development	127		40
Sales and marketing	36		5
General and administrative	307		48
Total	$	497	$	104

Unrecognized stock-based compensation

Unrecognized stock-based compensation expense as of dates presented was as follows (in thousands):


	June 30, 2021			June 30, 2020
	Unrecognized Expense		Average Expected Recognition Period (in years)	Unrecognized Expense		Average Expected Recognition Period (in years)
Stock options	$	256	3.26	$	224	1.00
Restricted stock	2,176		1.59	—		—
Total	$	2,432	1.77	$	224	1.00

Business and Basis of Presentation (Details)		1 Months Ended			3 Months Ended				9 Months Ended
Business and Basis of Presentation (Details)	Feb. 12, 2020 USD ($) shares $ / shares	Mar. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Feb. 29, 2020 USD ($)	Jun. 30, 2021 USD ($) segment shares	Mar. 31, 2021 USD ($) shares	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($) shares	Mar. 31, 2021 USD ($) shares	Mar. 31, 2020 shares	Feb. 11, 2020 shares
Cash and Cash Equivalents [Line Items]
Merger conversion rate (in shares) \| shares	0.08289152527
Common stock, shares issued (in shares) \| shares	4,171,571	40,531,996			40,662,020	40,531,996			40,531,996		50,325,662
Common stock, forfeited and cancelled (in shares) \| shares	682,699
Shares issued under company plans (in shares) \| shares	2,461,923	2,543,125			2,462,414	2,543,125		2,454,687	2,543,125	2,458,091
Number of Shares \| shares	15,461				159,415						186,535
Conversion price per share on convertible note payable (in dollars per share) \| $ / shares	$ 5.12
Maximum number of shares of common stock issuable (in shares) \| shares	3,076,171
Proceeds from Issuance of Common Stock \| $		$ 1,000,000.0	$ 13,600,000	$ 19,700,000
Cash and cash equivalents \| $		9,500,000			$ 2,462,000	$ 9,500,000			$ 9,500,000
Provision for doubtful accounts \| $					0			$ 60,000
Goodwill impairment charges \| $					0			0
Impairment of intangible assets \| $					0			0
Revenue from product and license fees \| $					3,216,000			6,329,000
Term of cooperation and development agreement.			3 years
Revenue recognized for collaboration development activities \| $					334,000			0
Deferred revenue \| $		505,000			1,016,000	505,000			505,000
Cumulative effect of government rate change \| $						(83,000)	$ 505,000		423,000
Grant reimbursement \| $					$ 26,000			$ 226,000
Number of anti-dilutive shares (in shares) \| shares					3,543,866			2,470,148
Number of reportable segments \| segment					1
Billed Contracts Receivable \| $					$ 750,000			$ 0
Yaskawa Note
Cash and Cash Equivalents [Line Items]
Maximum number of shares of common stock issuable (in shares) \| shares	3,076,171
Principal amount of long term loan facility \| $					15,000,000.0
Accrued interest on promissory note \| $		523,000			561,000	523,000			523,000
Transphorm Technology 2007 Stock Plan and 2015 Equity Incentive Plan
Cash and Cash Equivalents [Line Items]
Shares issued under company plans (in shares) \| shares	29,703,285
Series 1 Preferred Stock
Cash and Cash Equivalents [Line Items]
Convertible preferred stock, shares outstanding (in shares) \| shares	51,680,254
Convertible preferred stock, shares issued (in shares) \| shares	51,680,254
Share conversion in connection with the Merger (in shares) \| shares	12,433,953
Series 2 Preferred Stock
Cash and Cash Equivalents [Line Items]
Convertible preferred stock, shares outstanding (in shares) \| shares	38,760,190
Convertible preferred stock, shares issued (in shares) \| shares	38,760,190
Conversion of stock (in shares) \| shares	7,499,996
Series 3 Preferred Stock
Cash and Cash Equivalents [Line Items]
Convertible preferred stock, shares outstanding (in shares) \| shares	31,850,304
Convertible preferred stock, shares issued (in shares) \| shares	31,850,304
Conversion of stock (in shares) \| shares	4,000,000
Common Stock
Cash and Cash Equivalents [Line Items]
Price per share (in dollars per share) \| $ / shares	$ 4.00
Yaskawa
Cash and Cash Equivalents [Line Items]
Letter of intent for development activities \| $	$ 4,000,000.0		$ 4,000,000.0
Proceeds from collaborators \| $			$ 1,000,000.0
Revenue recognized for collaboration development activities \| $					334,000	333,000
Deferred revenue \| $					750,000			0
Transphorm Technology
Cash and Cash Equivalents [Line Items]
Share conversion in connection with the Merger (in shares) \| shares	28,105,520
Other Assets
Cash and Cash Equivalents [Line Items]
Restricted cash \| $		75,000			225,000	75,000			75,000
License and Service
Cash and Cash Equivalents [Line Items]
Revenue from product and license fees \| $					$ 0			$ 5,000,000.0
Stock options
Cash and Cash Equivalents [Line Items]
Number of anti-dilutive shares (in shares) \| shares					2,462,414			2,454,687
Warrant
Cash and Cash Equivalents [Line Items]
Number of anti-dilutive shares (in shares) \| shares					159,415			15,461
Restricted Stock Awards (RSA)
Cash and Cash Equivalents [Line Items]
Number of anti-dilutive shares (in shares) \| shares					922,037
Minimum
Cash and Cash Equivalents [Line Items]
Property and equipment, estimated useful life					3 years
Intangible assets, estimated useful life					3 years
Award vesting period					1 year
Maximum
Cash and Cash Equivalents [Line Items]
Property and equipment, estimated useful life					7 years
Intangible assets, estimated useful life					10 years
Award vesting period					4 years
JAPAN
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents \| $		$ 444,000			$ 134,000	$ 444,000			$ 444,000
Percentage of cash and cash equivalents in foreign subsidiary		4.70%			5.40%	4.70%			4.70%
Revenue from product and license fees \| $					$ 471,000			$ 21,000
UNITED STATES
Cash and Cash Equivalents [Line Items]
Revenue from product and license fees \| $					$ 2,700,000			$ 6,300,000

Nexperia Arrangement (Details) - USD ($)			1 Months Ended						2 Months Ended	3 Months Ended		12 Months Ended
Nexperia Arrangement (Details) - USD ($)	Jul. 16, 2021	Apr. 04, 2018	Jun. 30, 2020	Dec. 31, 2019	Oct. 31, 2019	Apr. 30, 2019	Jan. 31, 2019	Oct. 31, 2018	Jul. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2018	May 18, 2021	Mar. 01, 2021	Mar. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License fees		$ 9,000,000	$ 5,000,000		$ 3,000,000	$ 3,000,000		$ 3,000,000				$ 9,000,000.0
Revenue from product and license fees										$ 3,216,000	$ 6,329,000
License and Service
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue from product and license fees										0	$ 5,000,000.0
Subsequent Event \| License and Service
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue from product and license fees	$ 8,000,000
Series 3 Preferred Stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of preferred stock		16,000,000
Tranche A Loan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Long-term loan facility		5,000,000
Reduction of debt			$ 5,000,000
Proceeds from issuance of debt							$ 5,000,000
Tranche B Loan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Long-term loan facility		10,000,000							$ 8,000,000.0						$ 10,000,000	$ 8,000,000
Proceeds from issuance of debt									$ 8,000,000
Tranche B Loan \| Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Repayment of Nexperia debt	8,000,000.0
Tranche C Loan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revolving loan		$ 10,000,000													$ 10,000,000
Proceeds from issuance of debt													$ 10,000,000
Tranche B-1 Loan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Long-term loan facility				$ 2,000,000.0						$ 12,200,000				$ 2,000,000		$ 2,000,000
Proceeds from issuance of debt				$ 2,000,000
Tranche B-1 Loan \| Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Repayment of Nexperia debt	$ 8,000,000

Fair Value Measurements - Fair Value Hierarchy (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Promissory note	$ 0	$ 0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Promissory note	0	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Promissory note	$ 17,190	$ 16,128

Fair Value Measurements - Changes in Level 3 inputs (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value at beginning of period	$ 16,128	$ 15,392
Interest expense accrued	38	37	$ 37
Increase in fair value	1,024	699	$ 1,700
Fair value at period end	$ 17,190	$ 16,128

Fair Value Measures - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020
Fair Value Disclosures [Abstract]
Interest expense	$ 38	$ 37	$ 37
Increase in fair value	$ 1,024	$ 699	$ 1,700

Fair Value Measurements - Fair value measurement inputs (Details)	Jun. 30, 2021 $ / shares	Mar. 31, 2021 $ / shares
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Promissory note, fair value measurement inputs	4.69	3.75
Time
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Promissory note, expected term	1 year 3 months	1 year 6 months
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Promissory note, fair value measurement inputs	0.0012	0.0012
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Promissory note, fair value measurement inputs	0.437	0.506

Concentration of Credit Risk and Significant Customers (Details) - Customer Concentration Risk	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021
Revenue \| Customer A
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable	20.90%	86.40%
Revenue \| Customer B
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable	31.50%	10.50%
Revenue \| Customer C
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable	14.70%
Revenue \| Customer D
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable	10.40%
Accounts Receivable \| Customer A
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable	21.80%		31.10%
Accounts Receivable \| Customer B
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable	38.60%		33.90%
Accounts Receivable \| Customer C
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable	13.70%
Accounts Receivable \| Customer E
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable			10.00%

Inventory (Details) - USD ($) $ in Thousands	3 Months Ended
Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 788		$ 626
Work in process	1,153		1,054
Finished goods	983		543
Total	2,924		$ 2,223
Inventory write-off	$ 134	$ (7)

Debts - Additional Information (Details)			1 Months Ended	3 Months Ended
Debts - Additional Information (Details)	Jul. 16, 2021 USD ($)	Feb. 12, 2020 USD ($) shares $ / shares	Dec. 31, 2020 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jun. 30, 2020 USD ($)	May 18, 2021 USD ($)	Mar. 01, 2021 USD ($)	Dec. 31, 2019 USD ($)	Jul. 31, 2019 USD ($)	Mar. 31, 2019 USD ($)	Apr. 04, 2018 USD ($)	Oct. 31, 2017 USD ($)
Line of Credit Facility [Line Items]
Aggregate principal amount of loans outstanding				$ 35,914,000
Interest expense accrued				38,000	$ 37,000	$ 37,000
Outstanding balance on line of credit facility					10,200,000
Maximum number of shares of common stock issuable (in shares) \| shares		3,076,171
Conversion price per share on convertible note payable (in dollars per share) \| $ / shares		$ 5.12
Interest Expense				204,000		189,000
Term of cooperation and development agreement.			3 years
Deferred revenue				1,016,000	505,000
Accounts Payable and Accrued Liabilities
Line of Credit Facility [Line Items]
Interest Expense				150,000		0
Yaskawa
Line of Credit Facility [Line Items]
Letter of intent for development activities		$ 4,000,000.0	$ 4,000,000.0
Proceeds from collaborators			$ 1,000,000.0
Deferred revenue				750,000		0
Loan and Security Agreement (LSA)
Line of Credit Facility [Line Items]
Long-term loan facility												$ 15,000,000.0
Aggregate principal amount of loans outstanding				8,000,000.0	10,000,000.0
Tranche A Loan
Line of Credit Facility [Line Items]
Long-term loan facility												5,000,000
Tranche B Loan
Line of Credit Facility [Line Items]
Long-term loan facility								$ 10,000,000		$ 8,000,000.0	$ 8,000,000	10,000,000
Tranche B Loan \| Subsequent Event
Line of Credit Facility [Line Items]
Repayment of Nexperia debt	$ 8,000,000.0
Tranche B-1 Loan
Line of Credit Facility [Line Items]
Long-term loan facility				12,200,000			$ 2,000,000		$ 2,000,000.0		$ 2,000,000
Tranche B-1 Loan \| Subsequent Event
Line of Credit Facility [Line Items]
Repayment of Nexperia debt	$ 8,000,000
Tranche C Note
Line of Credit Facility [Line Items]
Long-term loan facility												12,000,000.0
Revolving loan												$ 10,000,000.0
Interest rate per annum												6.00%
Interest expense accrued				$ 166,000		152,000
Yaskawa Note
Line of Credit Facility [Line Items]
Interest rate per annum				1.00%									1.00%
Unsecured subordinated convertible promissory note				$ 15,561,000	15,523,000								$ 15,000,000.0
Maximum number of shares of common stock issuable (in shares) \| shares		3,076,171
Interest Expense				37,000		$ 38,000
Accrued interest on promissory note				$ 561,000	$ 523,000

Debts - Notes Payable (Details) - Yaskawa Note - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Oct. 31, 2017
Line of Credit Facility [Line Items]
Interest rate per annum	1.00%		1.00%
Unsecured subordinated convertible promissory note	$ 15,561	$ 15,523	$ 15,000
Promissory note	$ 17,190	$ 16,128

Debts - Maturities Schedule (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 8,166
2023	15,748
2024	12,000
Total	$ 35,914

Investment in Aizu Fujitsu Semiconductor Wafer Solution Limited ("AFSW") - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Aug. 01, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Dec. 31, 2020
Aizu Fajitsu Semiconductor Wafer Solution Limited
Variable Interest Entity [Line Items]
Ownership percentage in entity		49.00%
Additional financial support provided to investment		$ 2,018	$ 968	$ 1,900
Unfunded commitment		$ (1,339)	$ (1,866)		$ (1,466)
Aizu Fajitsu Semiconductor Wafer Solution Limited \| Subsequent Event
Variable Interest Entity [Line Items]
Ownership percentage in entity	25.00%
Joint Venture Company In Singapore \| Subsequent Event
Variable Interest Entity [Line Items]
Ownership percentage	25.00%
Fujitsu Semiconductor Limited
Variable Interest Entity [Line Items]
Purchase of additional interest		51.00%

Investment in Aizu Fujitsu Semiconductor Wafer Solution Limited ("AFSW") - Income Statement Information (Details) - Aizu Fajitsu Semiconductor Wafer Solution Limited - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020
Summary of Variable Interest Entities [Roll Forward]
Beginning balance	$ 1,866	$ 1,466
Investment	2,018	968	$ 1,900
Loss	(1,490)	(1,468)
Effect of exchange rate change	(1)	100
Ending balance	$ 1,339	$ 1,866

Investment in Aizu Fujitsu Semiconductor Wafer Solution Limited ("AFSW") - Summarized Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021
Variable Interest Entity [Line Items]
Current assets	$ 9,793		$ 14,294
Other current liabilities	1,339		1,866
Aizu Fajitsu Semiconductor Wafer Solution Limited
Variable Interest Entity [Line Items]
Current assets	1,693		932
Long-term assets	5,395		5,330
Other current liabilities	2,495		2,200
Net deficit	(34,526)		(31,471)
Variable Interest Entity, Measure of Activity [Abstract]
Sales	1,430	$ 538
Gross loss	(2,399)	(3,148)
Net loss	(3,041)	$ (3,789)
Fujitsu Semiconductor Limited \| Aizu Fajitsu Semiconductor Wafer Solution Limited
Variable Interest Entity [Line Items]
Accounts payable due to related parties	24,299		22,354
Transphorm, Inc. \| Aizu Fajitsu Semiconductor Wafer Solution Limited
Variable Interest Entity [Line Items]
Accounts payable due to related parties	$ 14,820		$ 13,179

Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitment to acquire equipment and services	$ 7,400
Cumulative purchases made to date	7,000
Reimbursement received from government agency	7,000
Amount purchased	112			$ 270
Remaining accounts payable to vendors			$ 155	$ 124
Rent expense	225	$ 195
Rental income from noncancelable sublease	0	$ 45
Future minimum rental payments to be received under sublease	$ 0

Commitment and Contingencies - Operating Lease Maturity Schedule (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 508
2023	322
2024	241
Thereafter	60
Total	$ 1,131

Stockholders' Deficit - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended
	Mar. 31, 2021	Dec. 23, 2020	Feb. 12, 2020	Apr. 30, 2021	Feb. 27, 2020	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Feb. 11, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Common stock, shares issued (in shares)	40,531,996		4,171,571			40,662,020			50,325,662
Common stock, shares outstanding (in shares)	40,531,996		4,171,571			40,662,020			50,325,662
Shares issued in connection with the Reverse Merger (in shares)			1,650,000
Total common and preferred stock authorized for issuance (in shares)										755,000,000
Common stock, shares authorized (in shares)						750,000,000
Common stock, par value (in usd per share)	$ 0.0001					$ 0.0001				$ 0.0001
Par Value Per Share (in usd per share)										$ 0.0001
Preferred stock, shares issued (in shares)						0
Preferred stock, shares outstanding (in shares)						0
Common Stock
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)	40,531,996					40,662,020	35,135,520	35,135,520
Number of shares sold in private placement offering (in shares)				97,099
Price per share (in dollars per share)			$ 4.00
Aggregate gross proceeds from closing of offering				$ 500
Private Placement
Class of Stock [Line Items]
Placement agent fees and closing expenses					$ 1,800
Private Placement \| Common Stock
Class of Stock [Line Items]
Number of shares sold in private placement offering (in shares)	250,000	5,000,000			5,380,000
Price per share (in dollars per share)	$ 4.00	$ 3.00			$ 4.00
Aggregate gross proceeds from closing of offering	$ 1,000	$ 15,000			$ 21,500
Placement agent fees and closing expenses	$ 50	$ 1,400
Exercise price (in usd per share)		$ 3.30
Private Placement \| Warrant
Class of Stock [Line Items]
Placement agent fees and closing expenses		$ 223
Number of common stock issuable from warrants (in shares)		150,000
Series 1 Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued (in shares)									51,680,254
Convertible preferred stock, shares outstanding (in shares)									51,680,254
Common stock, shares issued (in shares)			12,433,953
Common stock, shares outstanding (in shares)			12,433,953
Series 2 Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued (in shares)									38,760,190
Convertible preferred stock, shares outstanding (in shares)									38,760,190
Common stock, shares issued (in shares)			7,499,996
Common stock, shares outstanding (in shares)			7,499,996
Series 3 Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued (in shares)									31,850,304
Convertible preferred stock, shares outstanding (in shares)									31,850,304
Common stock, shares issued (in shares)			4,000,000
Common stock, shares outstanding (in shares)			4,000,000
Common Stock
Class of Stock [Line Items]
Shares redeemed (in shares)			52,733
Common stock, shares authorized (in shares)										750,000,000
Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)						5,000,000				5,000,000

Stockholders' Deficit - Reserved Common Stock (Details)	Jun. 30, 2021 shares
Class of Stock [Line Items]
Common stock reserved for issuance (in shares)	7,192,114
Warrant
Class of Stock [Line Items]
Common stock reserved for issuance (in shares)	159,415
Stock options
Class of Stock [Line Items]
Common stock reserved for issuance (in shares)	7,032,699

Stockholders' Deficit - Warrants (Details) - $ / shares	Jun. 30, 2021	Feb. 12, 2020	Feb. 11, 2020
Class of Stock [Line Items]
Number of shares (in shares)	159,415	15,461	186,535
5 years after an initial public offering of the Company
Class of Stock [Line Items]
Number of shares (in shares)	6,046
Exercise price (in usd per share)	$ 34.74
5 years after an initial public offering of the Company
Class of Stock [Line Items]
Number of shares (in shares)	3,369
Exercise price (in usd per share)	$ 54.41
December 23, 2025
Class of Stock [Line Items]
Number of shares (in shares)	150,000
Exercise price (in usd per share)	$ 3.30

Stock Based Compensation (Details) - shares		1 Months Ended		3 Months Ended		12 Months Ended
Stock Based Compensation (Details) - shares	Apr. 01, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Feb. 12, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding under The 2020 Plan (in shares)				2,462,414		2,543,125	2,454,687	2,458,091	2,461,923
Common stock reserved for issuance (in shares)				7,192,114
Percentage of outstanding shares				5.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				4 years
Restricted Stock Awards (RSA)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock granted (in shares)		12,000	123,501
Equity awards immediately vested (in shares)			98,450
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock granted (in shares)				137,452	816,180	0
Equity awards immediately vested (in shares)					4,000	1,000
Restricted Stock Units (RSUs) \| Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage vesting				33.33%
Restricted Stock Units (RSUs) \| Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage vesting				33.33%
Restricted Stock Units (RSUs) \| Period 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage vesting				33.33%
The 2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding under The 2020 Plan (in shares)				2,462,414
Common stock reserved for issuance (in shares)				3,648,248
Annual increase in shares available for issue (in shares)	2,026,599
Number of shares authorized by 2020 plan (in shares)				5,050,000
The 2020 Equity Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase in shares available for issue (in shares)				5,000,000
Options authorized (in shares)				2,461,923
The 2020 Equity Incentive Plan \| Restricted Stock Awards (RSA)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity Awards outstanding under The 2020 Plan (in shares)				922,037
Transphorm Technology 2007 Stock Plan and 2015 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding under The 2020 Plan (in shares)									29,703,285
Number of shares authorized by 2020 plan (in shares)				2,588,077

Stock Based Compensation - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance, Options outstanding (in shares)	2,543,125		2,458,091
Options granted (in shares)	0		0
Options exercised (in shares)	(31,925)		0
Options cancelled (in shares)	(48,786)		(3,404)
Ending balance, Options outstanding (in shares)	2,462,414	2,543,125	2,454,687	2,458,091
Exercisable at period end (in shares)	2,224,780		2,251,243
Weighted Average Exercise Price per Share
Beginning of period (in dollars per share)	$ 4.82		$ 4.74
Options granted (in dollars per share)	0		0
Options exercised (in dollars per share)	4.21		0
Options cancelled (in dollars per share)	6.85		3.51
End of period (in dollars per share)	4.79	$ 4.82	4.74	$ 4.74
Exercisable at end of period (in usd per share)	$ 4.65		$ 4.83
Weighted Average Remaining Contractual Term (in Years)
Options outstanding, weighted average remaining contractual term (in years)	5 years 9 months 25 days	6 years 18 days	6 years 3 months 29 days	6 years 6 months 29 days
Options exercisable, weighted average remaining contractual term (in years)	5 years 5 months 4 days		6 years 2 months 19 days
Aggregate Intrinsic Value (in thousands)
Options outstanding, aggregate intrinsic value	$ 720	$ 0	$ 0	$ 0
Options exercisable, aggregate intrinsic value	$ 690		$ 0
Closing stock price (in dollars per share)	$ 4.58		$ 3.01

Stock Based Compensation - Restricted Stock (Details) - $ / shares	1 Months Ended		3 Months Ended		12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Restricted stock canceled (in shares)					(12,360)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Restricted stock cancelled (in dollars per share)					$ 4,000.00
Restricted Stock Awards (RSA)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Restricted stock granted (in shares)	12,000	123,501
Restricted stock vested (in shares)		(98,450)
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Restricted stock at beginning of period (in shares)					935,397
Restricted stock granted (in shares)			137,452	816,180	0
Restricted stock vested (in shares)				(4,000)	(1,000)
Restricted stock at end of period (in shares)			922,037
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Restricted stock at beginning of period (in dollars per share)					$ 3,960
Restricted stock granted (in dollars per share)					0
Restricted stock vested (in dollars per share)					$ 3,750
Restricted stock at end of period (in dollars per share)			$ 3,960

Stock Based Compensation - Share-based Payment Agreement, Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	$ 497	$ 104
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	27	11
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	127	40
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	36	5
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	$ 307	$ 48

Stock Based Compensation - Unrecognized Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 2,432	$ 224
Average Expected Recognition Period (in years)	1 year 9 months 7 days	1 year
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options	$ 256	$ 224
Average Expected Recognition Period (in years)	3 years 3 months 3 days	1 year
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock	$ 2,176	$ 0
Average Expected Recognition Period (in years)	1 year 7 months 2 days

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021
Related Party Transaction
Accounts receivable due from related party	$ 16,800		$ 14,100
Deferred revenue	1,016		505
Corporate Joint Venture
Related Party Transaction
Accounts receivable due from related party	15,600		13,500
Corporate Joint Venture \| Related Party Services
Related Party Transaction
Related party transaction expenses	641	$ 56
Corporate Joint Venture \| Research and development
Related Party Transaction
Related party transaction expenses	224	408
Corporate Joint Venture \| Commitment For Services
Related Party Transaction
Related party transaction expenses	(16)	15
Corporate Joint Venture \| Reimbursement for research and development
Related Party Transaction
Related party transaction expenses		231
Noncontrolling Common Stockholder
Related Party Transaction
Accounts receivable due from related party	5		5
Accounts payable to related party	763		370
Accrued Royalties, Related Party			4
Noncontrolling Common Stockholder \| Nexperia
Related Party Transaction
Accounts payable to related party	42		11
Noncontrolling Common Stockholder \| Sale of Products
Related Party Transaction
Revenue from related parties	18	27
Noncontrolling Common Stockholder \| License Maintenance Fee
Related Party Transaction
Related party transaction expenses	50	50
Common Stockholder
Related Party Transaction
Accounts receivable due from related party	490		$ 503
Common Stockholder \| Sale of Products
Related Party Transaction
Revenue from related parties	197	359
Common Stockholder \| License Maintenance Fee
Related Party Transaction
Reduction in license maintenance fees	38	38
Common Stockholder \| License Fee Income
Related Party Transaction
Revenue from related parties	476	5,100
Common Stockholder \| Interest Expense
Related Party Transaction
Related party transaction expenses	166	151
Common Stockholder \| Reimbursement for research and development
Related Party Transaction
Revenue from related parties		$ 231
Yaskawa
Related Party Transaction
Accounts receivable due from related party	750
Deferred revenue	750
Yaskawa \| Cooperation And Development Agreement
Related Party Transaction
Revenue from related parties	$ 334

Subsequent Events (Details) $ / shares in Units, $ in Thousands						1 Months Ended		3 Months Ended
	Aug. 13, 2021 USD ($) $ / shares shares	Aug. 01, 2021 JPY (¥)	Jul. 16, 2021 USD ($)	Mar. 31, 2021 USD ($) $ / shares shares	Dec. 23, 2020 USD ($) $ / shares shares	Apr. 30, 2021 USD ($) shares	Feb. 27, 2020 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jul. 31, 2021	Dec. 31, 2020	Feb. 12, 2020 $ / shares
Subsequent Event [Line Items]
Revenue from product and license fees								$ 3,216	$ 6,329
Common Stock
Subsequent Event [Line Items]
Number of shares sold in private placement offering (in shares) \| shares						97,099
Price per share (in dollars per share) \| $ / shares												$ 4.00
Aggregate gross proceeds from closing of offering						$ 500
Private Placement \| Common Stock
Subsequent Event [Line Items]
Number of shares sold in private placement offering (in shares) \| shares				250,000	5,000,000		5,380,000
Price per share (in dollars per share) \| $ / shares				$ 4.00	$ 3.00		$ 4.00
Aggregate gross proceeds from closing of offering				$ 1,000	$ 15,000		$ 21,500
Exercise price (in usd per share) \| $ / shares					$ 3.30
Private Placement \| Warrant
Subsequent Event [Line Items]
Number of common stock issuable from warrants (in shares) \| shares					150,000
Subsequent Event \| GaNovation
Subsequent Event [Line Items]
Percentage of voting interest acquired										100.00%
Subsequent Event \| Private Placement
Subsequent Event [Line Items]
Aggregate gross proceeds from closing of offering	$ 5,000
Exerciseable period of warrants	3 years
Subsequent Event \| Private Placement \| Common Stock
Subsequent Event [Line Items]
Number of shares sold in private placement offering (in shares) \| shares	1,000,000
Price per share (in dollars per share) \| $ / shares	$ 5.00
Subsequent Event \| Private Placement \| Warrant
Subsequent Event [Line Items]
Number of common stock issuable from warrants (in shares) \| shares	209,000
Exercise price (in usd per share) \| $ / shares	$ 6.00
GaNovation
Subsequent Event [Line Items]
Ownership percentage											25.00%
Aizu Fajitsu Semiconductor Wafer Solution Limited
Subsequent Event [Line Items]
Ownership percentage in entity								49.00%
Aizu Fajitsu Semiconductor Wafer Solution Limited \| Subsequent Event
Subsequent Event [Line Items]
Ownership percentage in entity		25.00%
JCP Capital Management
Subsequent Event [Line Items]
Ownership percentage											75.00%
GaNovation \| Aizu Fajitsu Semiconductor Wafer Solution Limited \| Subsequent Event
Subsequent Event [Line Items]
Percentage of ownership acquired		49.00%
Payment for acquisition \| ¥		¥ 1
Term of agreement to maintain and continue AFSW		1 year
License and Service
Subsequent Event [Line Items]
Revenue from product and license fees								$ 0	$ 5,000
License and Service \| Subsequent Event
Subsequent Event [Line Items]
Revenue from product and license fees			$ 8,000
Tranche B Loan \| Subsequent Event
Subsequent Event [Line Items]
Repayment of Nexperia debt			$ 8,000