0001715768-23-000047 | 10-K | XBRL Viewer

Fair Value Measurements (Tables)

12 Months Ended

Mar. 31, 2023

Schedule of Fair Value of Promissory Note

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


	3/31/2022	3/31/2021
Stock price	—	$3.75
Time	—	1.5 years
Risk-free rate	—	0.12%
Volatility	—	50.6%

Schedule of Changes in Fair Value of Promissory Notes

The following table includes the changes in fair value of the promissory note (in thousands):


March 31, 2021	$	16,128
Interest expense accrued	77
Decrease in fair value	(605)
Conversion	(15,600)
March 31, 2022	$	—

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table presents the fair value of derivative instruments recognized in the Company's consolidated balance sheets as of March 31, 2023 (in thousands):


	Derivative Not Designated as Hedging Instruments		Gross Amounts of Recognized Assets and Liabilities		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets and Liabilities Presented in the Balance Sheet
Prepaid expenses and other current assets	$	7	$	7	$	—	$	7
Net	$	7	$	7	$	—	$	7

Related Party Transactions

12 Months Ended

Mar. 31, 2023

Related Party Transactions

The Company entered into the following related party transactions for the periods indicated (in thousands):


	Year Ended March 31,
	2023		2022
Joint Venture-GaNovation (1):
Product sale	$	4,008	$	476
Inventory purchase	360		181
Fixed asset purchase	370		—
Cost of goods sold	4,124		3,061
Research and development expense	369		456
Consumption tax	312		140
Employee and related benefits	158		343
Gain upon termination of JVA and settlement of its obligation	—		1,455
Service fees	267		—
Service expense	—		12
Yaskawa:
Revenue per a cooperation and development agreement	1,209		1,459
Gain on Yaskawa promissory note conversion	—		1,221
Non-controlling stockholder:
Product sale	—		19
License maintenance fee	—		111
Consulting expense	—		176
Nexperia:
Product sale	2,565		1,670
License and service fee income	226		8,479
Reimbursements in license maintenance fee	113		150
Interest expense	730		714

(1) Includes transactions for AFSW during the four months ended July 30, 2021.

As of March 31, 2023 and 2022, total due to and from related parties were as follows (in thousands):


	March 31,
	2023		2022
Due from (included in Accounts receivable, net):
Joint venture	$	1,713	$	719
Stockholder and noteholder (Note 3)	1,152		515
Total due from related parties	$	2,865	$	1,234
Due to (included in Accounts payable and accrued expenses):
Joint venture	$	968	$	760
Stockholder and noteholder (Note 3)	93		102
Total due to related parties	$	1,061	$	862

Intangible Assets

12 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

The carrying values of intangible assets as of the dates presented, respectively, consists of the following (in thousands except years):


	March 31, 2023
	Gross		Accumulated Amortization		Foreign Exchange Rate Changes		Net		Estimated Useful Life (in years)
Patents	$	2,963	$	(2,642)	$	—	$	321	10
Developed Technology - 150 V	560		(517)		(43)		—		6
Developed Technology - 600 V	1,701		(1,570)		(131)		—		6
Total	$	5,224	$	(4,729)	$	(174)	$	321


	March 31, 2022
	Gross		Accumulated Amortization		Foreign Exchange Rate Changes		Net		Estimated Useful Life (in years)
Patents	$	2,963	$	(2,346)	$	—	$	617	10
Developed Technology - 150 V	560		(517)		(43)		—		6
Developed Technology - 600 V	1,701		(1,570)		(131)		—		6
Total	$	5,224	$	(4,433)	$	(174)	$	617

The Company recorded amortization expenses related to intangible assets of $0.3 million for each of the years ended March 31, 2023 and 2022.

Estimated future amortization expenses related to intangible assets as of March 31, 2023 were as follows (in thousands):


Year Ending March 31,
2024	$	296
2025	25
Total	$	321

Property and Equipment

12 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment as of the dates presented consists of the following (in thousands except years):


	March 31,				Estimated Useful Life (in years)
	2023		2022
Machinery and equipment	11,124		$	15,255	5
Computer equipment and software	887		872		3
Furniture and fixtures	75		179		7
Leasehold improvements (1)	5,069		4,950		7
Construction in progress	6,446		384
Property and equipment, gross	23,601		21,640
Less: accumulated depreciation and amortization	(15,711)		(19,991)
Property and equipment, net	$	7,890	$	1,649

(1) Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the related remaining lease term.

The Company recorded depreciation and amortization expense related to property and equipment of $0.7 million and $0.5 million for the years ended March 31, 2023 and 2022, respectively.

The Company recognized $0.1 million as gain on sale of equipment in Other income, net for the year ended March 31, 2023.

Stock-Based Compensation (Tables)

12 Months Ended

Mar. 31, 2023

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 March 31, 2022	2,879,008	$	4.88	6.02	$	6,747
Options granted	281,712	5.09
Options exercised	(168,326)	4.22
Options canceled	(83,190)	5.95
Outstanding at March 31, 2023	2,909,204	4.90		5.50	126
Exercisable at March 31, 2023	2,302,834	4.66		4.63	125

Outstanding at March 31, 2021	2,543,125	$	4.82	6.05	$	—
Options granted	528,077	6.31
Options exercised	(52,799)	4.19
Options canceled	(139,395)	9.52
Outstanding at March 31, 2022	2,879,008	4.88		6.02	6,747
Exercisable at March 31, 2022	2,206,259	4.44		4.99	5,984

(1) Intrinsic value represents the excess of the fair value on the last day of the period (which was $3.99 and $7.07 as of March 31, 2023 and 2022, respectively) over the exercise price, multiplied by the number of options.

Schedule of Valuation Assumptions

The assumptions used to value options granted to employees during the periods presented were as follows:


	Year Ended March 31,
	2023	2022
Weighted average expected life (in years)	5.68	5.87
Risk-free interest rate	3.24% - 3.75%	1.08% - 1.32%
Expected volatility	44.60% - 47.20%	42.50% - 43.80%
Grant date fair market value	$4.77 - $5.24	$6.34
Grant date fair value	$2.21 - $2.49	$1.94 - $3.32
Dividend yield	—%	—%

Schedule of Unvested Restricted Stock Units

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


	Year Ended March 31,
	2023			2022
	Number of Shares	Weighted-Average Grant Date Fair Value Per Share		Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Balance at beginning of period	954,775	$	4.61	935,397	$	3.96
Granted	333,585	5.16		342,640	6.31
Vested	(403,157)	5.93		(305,982)	3.98
Canceled	(69,181)	5.66		(17,280)	3.98
Balance at end of period	816,022	5.74		954,775	4.61

Schedule of Stock-Based Compensation Expense

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


	Year Ended March 31,
	2023		2022
Cost of revenue	$	243	$	161
Research and development	528		552
Sales and marketing	268		190
General and administrative	2,160		1,711
Total	$	3,199	$	2,614

Schedule of Unrecognized Stock-Based Compensation

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


	March 31,
	2023			2022
	Unrecognized Expense		Average Expected Recognition Period (in years)	Unrecognized Expense		Average Expected Recognition Period (in years)
Stock options	$	1,325	1.05	$	1,413	2.11
Restricted stock units	1,813		1.34	2,576		1.57
Total	$	3,138	1.22	$	3,989	1.76

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 23,601	$ 21,640
Less: accumulated depreciation and amortization	(15,711)	(19,991)
Property and equipment, net	7,890	1,649
Depreciation and amortization related to property, plant, and equipment	700	500
Gain on sale of equipment	106	0
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 11,124	15,255
Estimated Useful Life (in years)	5 years
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 887	872
Estimated Useful Life (in years)	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 75	179
Estimated Useful Life (in years)	7 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,069	4,950
Estimated Useful Life (in years)	7 years
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,446	$ 384

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Parent and its wholly-owned subsidiaries, Transphorm Technology, TPJ, Transphorm Aizu and TJE. Upon consolidation, all significant intercompany accounts and transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of 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 expenses, revenue recognition, allowance for doubtful accounts, inventory reserve, and useful lives for property and equipment.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted CashThe 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 and Hedging	Foreign Currency Risk and HedgingThe 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 loss. 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. Changes in the value of our cash balance due to fluctuations in foreign exchange rate are presented on the consolidated statements of cash flows as effect of foreign exchange rate changes on cash, cash equivalents and restricted cash.
Concentrations of Risk	Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The majority of the Company’s cash, cash equivalents, and restricted cash are held with one major financial institution, which exposes the Company to credit risk in the event of default by the financial institution holding its cash. Substantially all cash amounts on deposit with major financial institutions exceed Federal Deposit Insurance Corporation insured limits. Risks associated with cash holdings in excess of insured limits are mitigated by banking with high-quality institutions. The Company’s investment policy restricts investments to high-quality investments and limits the amounts invested with any one issuer, industry or geographic area. 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 Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes the impact of foreign currency translation adjustments.
Accounts Receivable	Accounts ReceivableAccounts 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 Inventories are stated at the lower of cost or estimated net realizable value. Standard cost is generally computed based on actual cost on a first-in, first-out basis and is adjusted on a periodic basis. Standard cost includes the cost of raw materials, internal labor, overhead (including depreciation) and costs for foundry and packaging for offshore assembly providers. Standard cost is based on the normal utilization and yield of installed factory capacity, which are inputs that require management’s judgement in determining. Cost associated with underutilization of capacity and yield is expensed as incurred. Inventory held at consignment locations is included in our finished goods inventory. The Company performs periodic reviews of inventory items to identify excess and obsolete inventories on hand by comparing on-hand balances to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the Company, additional inventory carrying value adjustments may be required. 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 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. To date, there have been no such impairment losses.
Goodwill	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 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. The Company tests for goodwill impairment annually, on March 31, 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 consolidated statements of operations.
Intangible Assets	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	Revenue Recognition The Company derives its revenues primarily through the sale and delivery of promised goods and services to distributors and end-users in various sectors such as, but not limited to, the gaming, industrial, IT, and consumer products industries. The Company disaggregates revenue based on the following contract types: •Commercial product and service contracts, including contracts for 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 and power markets, and the provision of epiwafer growth services and products to the Company’s strategic partners. •Government contracts for research and development related services and activities. •Licensing contracts, including licenses to use the Company’s patented proprietary technology. The Company follows a five-step approach for recognizing revenue, consisting of the following: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when, or as, the entity satisfies a performance obligation. 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 within one year. Commercial Product and Service Contracts Sales prices are documented in executed customer or distributor agreements and subsequent individual invoices. Performance obligations consist of the delivery of promised products or services, each of which are considered to be separate although the invoices typically do not include more than one performance obligation. For invoices with multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. Performance obligations are satisfied, and revenue is recognized when control of a good or service promised in a contract is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service at a point in time, and revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those products or services. Revenue is recognized over time if the customer receives the benefits as the Company performs services, if the customer controls the asset as it is being produced (continuous transfer of control), or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment for performance to date. The Company recognizes revenue ratably over time under the cooperation and development agreement with Yaskawa Electric Corporation (“Yaskawa”), a related party through share ownership. A portion of the Company’s products are sold through distributors. Distributors stock inventory and sell the Company’s products to their own customer base. The Company recognizes revenue upon shipment of its products to its distributors. Master supply or distributor agreements are in place with many of the Company's customers and contain terms and conditions including, but not limited to, payment, delivery, incentives and warranty. These agreements sometimes require minimum purchase commitments. If a master supply, distributor or other similar agreement is not in place with a customer, the Company considers a purchase order, which is governed by the Company’s standard terms and conditions, to be the contract governing the relationship with that customer. Pricing terms are negotiated independently on a stand-alone basis. Revenue is measured based on the amount of net consideration to which the Company expects to be entitled to receive in exchange for products or services. Government contracts Government contract revenue is principally generated under research and development contracts with agencies of the U.S. government. These contracts may include cost-plus fixed fee and fixed price terms. All payments received for work performed on contracts with agencies of the U.S. government are subject to adjustment upon audit by the Defense Contract Audit Agency. Performance obligations under government contracts are satisfied and revenue is recognized over time because the customer receives the benefits as the Company performs work, the customer controls the asset as it is being produced (continuous transfer of control), and the Company has a contractual right to payment for performance to date. Licensing contracts From time to time, the Company may enter into licensing arrangements related to its intellectual property. Revenue from licensing arrangements is recognized when earned and estimable. The timing of revenue recognition is dependent on the terms of each license agreement. Generally, the Company will recognize non-refundable upfront licensing fees related to patent licenses immediately upon receipt of the funds if the Company has no significant future obligations to perform under the arrangement. In the case that the arrangement gives rise to variable consideration in the form of milestone and royalty payments, the Company evaluates the royalties to determine if they qualify for the sales and usage-based royalty exception. In the case of the Company’s royalty arrangement with Nexperia, the Company determined 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 revenue is recognized upon the subsequent sale occurring. The variable amounts are recognized at the net consideration the Company expects to receive upon satisfaction of contractually agreed upon development targets and sales volumes.
Research and Development	Research and DevelopmentThe 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	Stock-Based Compensation All share-based payments, including grants of stock options and restricted stock units (“RSUs”), are measured at the fair value of the share-based awards on the grant date and expense is 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, and the RSUs are measured using the fair market value of the stock price at grant date. 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 the following assumptions: •Expected volatility - The Company utilizes the historical volatility of representative public companies to determine its expected volatility, as the trading history of the Company’s common stock is limited. •Forfeitures - The Company adopted ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting and has elected to account for forfeitures as they occur and therefore, stock-based compensation expense has been calculated based on actual forfeitures in the statements of operations, rather than our previous approach which was net of estimated forfeitures. •Expected dividend yield - The Company has not issued any common stock dividends; therefore, a dividend yield of zero was used. •Risk-free interest rate - The Company bases the risk-free interest rate used in the Black-Scholes-Merton option pricing model on the implied yield currently available on United States Treasury zero-coupon issues with an equivalent expected term. •Expected Term - The expected term of stock options represents the period that the Company’s stock options are expected to be outstanding. The Company 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. Changes in the deemed fair value of the common stock, the underlying assumptions in the calculations, the number of options granted or the terms of such options, the treatment of tax benefits, and other changes may result in significant differences in the amounts or timing of the compensation expense recognized.
Income (Loss) Per Share	Income (Loss) Per Share Basic income (loss) per share is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (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 income (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 MeasurementFair 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 fair value of the foreign currency forward and option contracts are discussed in Note 15.
Income Taxes	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	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	Segment ReportingThe Company’s operations and its financial performance is evaluated on a consolidated basis by the chief operating decision maker. The Company’s chief operating decision maker is the Parent’s Chief Executive Officer. Accordingly, the Company considers all of its operations to be aggregated in one reportable operating segment.
Accounting Standard Adopted and Recently Issued Accounting Standards under Evaluation	Accounting Standard Adopted The Company adopted ASU 2016-02, Leases (Topic 842) effective April 1, 2022, pursuant to ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities which deferred the effective date of the standard for smaller reporting companies. The standard requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability on their balance sheet for all leases, including operating leases, with a term of greater than 12 months. In July 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-11, which adds a transition option permitting entities to apply the provisions of the new standard at its adoption date instead of the earliest comparative period presented in the consolidated financial statements. Under this transition option, comparative reporting would not be required, and the provisions of the standard would be applied prospectively to leases in effect at the date of adoption. The Company elected to use the optional transition method provided by ASU 2018-11. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward its ASC 840 assessment regarding definition of a lease, lease classification, and initial direct costs. The following practical expedients were applied implementing this standard. •The Company did not reassess whether any expired or existing contracts are, or contain, leases. Additionally, the Company did not reassess for lease classifications of expired or existing leases, or initial direct costs for any existing leases. •The Company elected the short-term lease exception, which allows the Company to account for leases with a lease term of twelve months or less similar to existing operating leases. The cost of these leases is disclosed, but is not recognized in the ROU asset and lease liability balances. Consistent with ASC 842 requirements, leases that are one month or less are not included in the disclosures. Operating lease ROU assets represent the Company’s right to use the underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using incremental borrowing rate at the lease commencement date. The Company chose the practical expedients and reviewed the lease and non-lease components for any impairment or otherwise, subsequently determining that no cumulative-effect adjustment to equity was necessary as part of implementing the modified retrospective approach for its adoption of ASC 842. Operating lease expense, which is comprised of amortization of the ROU asset and the interest accreted on the lease liability, is recognized on a straight-line basis over the lease term and is recorded in lease expense in the consolidated statements of 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. Among 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. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, excluding entities eligible to be smaller reporting companies as defined by the SEC. As the Company is a smaller reporting company, the ASU is effective for fiscal years beginning after December 15, 2023. 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 - 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’s 2024 fiscal year. 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.

Fair Value Measurements - Fair value measurement inputs (Details)	Mar. 31, 2023 $ / shares	Mar. 31, 2022 $ / shares
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Promissory note, fair value measurement inputs	3.75	0
Time
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Promissory note, expected term	1 year 6 months	0 years
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Promissory note, fair value measurement inputs	0.0012	0
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Promissory note, fair value measurement inputs	0.506	0

Related Party Transactions (Tables)

12 Months Ended

Mar. 31, 2023

Schedule of Related Party Transactions

The Company entered into the following related party transactions for the periods indicated (in thousands):


	Year Ended March 31,
	2023		2022
Joint Venture-GaNovation (1):
Product sale	$	4,008	$	476
Inventory purchase	360		181
Fixed asset purchase	370		—
Cost of goods sold	4,124		3,061
Research and development expense	369		456
Consumption tax	312		140
Employee and related benefits	158		343
Gain upon termination of JVA and settlement of its obligation	—		1,455
Service fees	267		—
Service expense	—		12
Yaskawa:
Revenue per a cooperation and development agreement	1,209		1,459
Gain on Yaskawa promissory note conversion	—		1,221
Non-controlling stockholder:
Product sale	—		19
License maintenance fee	—		111
Consulting expense	—		176
Nexperia:
Product sale	2,565		1,670
License and service fee income	226		8,479
Reimbursements in license maintenance fee	113		150
Interest expense	730		714

(1) Includes transactions for AFSW during the four months ended July 30, 2021.

As of March 31, 2023 and 2022, total due to and from related parties were as follows (in thousands):


	March 31,
	2023		2022
Due from (included in Accounts receivable, net):
Joint venture	$	1,713	$	719
Stockholder and noteholder (Note 3)	1,152		515
Total due from related parties	$	2,865	$	1,234
Due to (included in Accounts payable and accrued expenses):
Joint venture	$	968	$	760
Stockholder and noteholder (Note 3)	93		102
Total due to related parties	$	1,061	$	862

Stockholders' Equity - Warrants (Details) - $ / shares	12 Months Ended
Stockholders' Equity - Warrants (Details) - $ / shares	Mar. 31, 2023	Jan. 10, 2022
Class of Stock [Line Items]
Number of shares (in shares)	3,323,966
Exercise price (in usd per share)		$ 3.30
August 13, 2024
Class of Stock [Line Items]
Number of shares (in shares)	209,000
Exercise price (in usd per share)	$ 6.00
October 4, 2024
Class of Stock [Line Items]
Number of shares (in shares)	650,000
Exercise price (in usd per share)	$ 6.00
Novmeber 5, 2024
Class of Stock [Line Items]
Number of shares (in shares)	1,416,669
Exercise price (in usd per share)	$ 6.00
November 9, 2024
Class of Stock [Line Items]
Number of shares (in shares)	625,000
Exercise price (in usd per share)	$ 6.00
December 7, 2024
Class of Stock [Line Items]
Number of shares (in shares)	348,649
Exercise price (in usd per share)	$ 9.25
December 10, 2025
Class of Stock [Line Items]
Number of shares (in shares)	20,233
Exercise price (in usd per share)	$ 8.48
December 23. 2025
Class of Stock [Line Items]
Number of shares (in shares)	45,000
Exercise price (in usd per share)	$ 3.30
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
Expiration period (in years)	5 years
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
Expiration period (in years)	5 years

Nexperia Arrangement (Details) - USD ($)			1 Months Ended	12 Months Ended
Nexperia Arrangement (Details) - USD ($)	Jul. 16, 2021	Apr. 04, 2018	Jun. 30, 2020	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2021	May 18, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License fees		$ 9,000,000
Long-term loan facility		15,000,000
Revenue from product and license fees				$ 16,511,000	$ 24,050,000
Supply agreement renewal term (in years)				1 year
Nexperia
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Term after notification of epiwafer qualification of a second source (in years)				2 years
License and Service
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue from product and license fees	$ 8,000,000			$ 0	$ 8,000,000
Tranche C Loan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revolving loan		10,000,000
Loan and Security Agreement (LSA)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Long-term loan facility		15,000,000
Revolving loan		$ 10,000,000
Interest rate per annum (as a percent)		6.00%
Repayment of Nexperia debt			$ 5,000,000
Revenue from product and license fees			$ 5,000,000
Tranche B-1 Loan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Long-term loan facility							$ 2,000,000
Repayment of Nexperia debt	$ 8,000,000
Tranche B Loan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Long-term loan facility						$ 8,000,000
Series 3 Preferred Stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of preferred stock		$ 16,000,000

Leases - Schedule of lease assets and liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Apr. 01, 2022	Mar. 31, 2022
Leases [Abstract]
Operating lease ROU assets	$ 3,033	$ 3,500	$ 0
Operating lease liabilities	404		0
Operating lease liabilities, net of current portion	2,670		$ 0
Total operating lease liability	$ 3,074	$ 3,500

Concentration of Credit Risk and Significant Customers (Details)	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue \| Customer Concentration Risk \| Customer A
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable (in percent)	16.90%	42.40%
Revenue \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable (in percent)		16.10%
Revenue \| Customer Concentration Risk \| Customer C
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable (in percent)	21.70%	19.60%
Revenue \| Customer Concentration Risk \| Customer E
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable (in percent)	24.30%
Accounts Receivable \| Customer Concentration Risk \| Customer A
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable (in percent)	26.20%	20.10%
Accounts Receivable \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable (in percent)		19.40%
Accounts Receivable \| Customer Concentration Risk \| Customer C
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable (in percent)	12.80%	38.80%
Accounts Receivable \| Customer Concentration Risk \| Customer D
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable (in percent)	10.60%
Accounts Receivable \| Customer Concentration Risk \| Customer E
Concentration Risk [Line Items]
Percentage of revenue or accounts receivable (in percent)	38.20%
Minimum
Concentration Risk [Line Items]
Credit term	30 days
Maximum
Concentration Risk [Line Items]
Credit term	60 days

Fair Value Measurements

12 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value MeasurementsFASB 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.

Promissory Note

The Yaskawa promissory note was categorized as a Level 3 borrowing, 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.

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


	3/31/2022	3/31/2021
Stock price	—	$3.75
Time	—	1.5 years
Risk-free rate	—	0.12%
Volatility	—	50.6%

The following table includes the changes in fair value of the promissory note (in thousands):


March 31, 2021	$	16,128
Interest expense accrued	77
Decrease in fair value	(605)
Conversion	(15,600)
March 31, 2022	$	—

On October 4, 2021, the promissory note of $15.6 million, consisting of an outstanding principal amount of $15.0 million plus accrued but unpaid interest of $0.6 million, was converted into an aggregate of 3,120,000 shares of common stock. See Note 11 - Debts and Note 13 - Stockholders’ Equity.

Foreign Currency Forward and Option Contracts

During the year ended March 31, 2023, the Company entered into four quarterly tiered collar contracts consisting of foreign currency forward and option contracts to manage the foreign exchange risk associated with certain foreign currency-denominated assets and liabilities, specifically those associated with its Japanese operations. The contracts have quarterly maturities ending January 2024.

As a result of foreign currency fluctuations, the U.S. dollar equivalent values of the Company’s foreign currency-denominated assets and liabilities change. The Company has not elected to account for these contracts as hedge instruments and as such, gains and losses on these contracts are included in other income (expense), net in the Company's consolidated statements of operations, along with foreign currency gains and losses of the related foreign currency-denominated assets and liabilities associated with these foreign currency forward and option contracts. During year ended March 31, 2023 the Company recognized net gains of $14 thousand associated with these contracts.

As the forward contract and option model employs market observable inputs such as spot currency rates and forward points, the Company has determined that the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy. As of March 31, 2023 the fair value of the Company’s derivative assets were $7 thousand and there were no derivative liabilities. The Company had no derivative assets or liabilities as of March 31, 2022.

The following table presents the fair value of derivative instruments recognized in the Company's consolidated balance sheets as of March 31, 2023 (in thousands):


	Derivative Not Designated as Hedging Instruments		Gross Amounts of Recognized Assets and Liabilities		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets and Liabilities Presented in the Balance Sheet
Prepaid expenses and other current assets	$	7	$	7	$	—	$	7
Net	$	7	$	7	$	—	$	7

- 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

Investment in Joint Venture - Investment activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
GaNovation
Summary of Variable Interest Entities [Roll Forward]
Beginning Balance	$ 143
Investment	3,320
Loss	(2,724)
Gain	0
Effect of exchange rate change	(24)
Ending Balance	715	$ 143
GaNovation/AFSW
Summary of Variable Interest Entities [Roll Forward]
Beginning Balance	$ 143	(1,866)
Investment		4,526
Loss		(3,971)
Gain		1,455
Effect of exchange rate change		(1)
Ending Balance		$ 143

Stockholders' Equity - Common stock warrants (Details) - $ / shares	Jun. 02, 2022	Jan. 10, 2022	Dec. 07, 2021	Nov. 09, 2021	Nov. 05, 2021	Aug. 13, 2021
Class of Stock [Line Items]
Exercise price (in usd per share)		$ 3.30
Private Placement
Class of Stock [Line Items]
Number of common stock issuable from warrants (in shares)	666,668		348,649	416,667	958,334	209,000
Exercise price (in usd per share)	$ 6.00		$ 9.25	$ 6.00	$ 6.00	$ 6.00

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Operating Loss Carryforwards [Line Items]
Pre-tax income (loss)	$ (30,598,000)	$ (10,235,000)
Tax expense	0	0
Valuation allowance	62,900,000	56,600,000
Increase in unrecognized tax benefits	0	0
Decrease in unrecognized tax benefits	0	0
Unrecognized tax benefits, penalties	0	0
Unrecognized tax benefits, interest	0	0
Unrecognized tax benefits, accrued interest and penalties	0	0
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Pre-tax income (loss)	(27,500,000)	(8,800,000)
Tax expense	0	0
Operating loss carryforwards	276,100,000
Operating loss carryforwards subject to expiration	207,500,000
Domestic Tax Authority \| Tax Year 2023
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	17,400,000
Domestic Tax Authority \| Tax Year 2022
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards		9,800,000
Domestic Tax Authority \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research tax credit carryforward	5,400,000
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Tax expense	0	0
Operating loss carryforwards	7,700,000
Foreign Tax Authority \| National Tax Agency, Japan
Operating Loss Carryforwards [Line Items]
Pre-tax income (loss)	(3,100,000)	(1,400,000)
Foreign Tax Authority \| National Tax Agency, Japan \| Transphorm Japan, Inc.
Operating Loss Carryforwards [Line Items]
Pre-tax income (loss)	(1,200,000)	(1,200,000)
Foreign Tax Authority \| National Tax Agency, Japan \| Transphorm Ailzu, Inc.
Operating Loss Carryforwards [Line Items]
Pre-tax income (loss)	(3,000)	(600,000)
Foreign Tax Authority \| National Tax Agency, Japan \| Transphorm Epi, Inc.
Operating Loss Carryforwards [Line Items]
Pre-tax income (loss)	(1,900,000)	300,000
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Tax expense		1,000
Operating loss carryforwards subject to expiration	151,600,000
State and Local Jurisdiction \| Tax Year 2023
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	100,000
State and Local Jurisdiction \| Tax Year 2022
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards		$ 2,600,000
State and Local Jurisdiction \| Research Tax Credit Carryforward \| California
Operating Loss Carryforwards [Line Items]
Research tax credit carryforward	$ 4,700,000

Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 53,496	$ 49,715
Tax credits	6,898	6,171
California capitalized research and development	1	40
Research and development	1,708	0
Others, net	679	564
Total deferred tax assets	62,782	56,490
Valuation allowance	(62,933)	(56,550)
Deferred tax asset, net of valuation allowance	(151)	(60)
Deferred tax liabilities:
Fixed assets	151	60
Total deferred tax liabilities	151	60
Net deferred tax assets	$ 0	$ 0

Revenue (Tables)

12 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

Revenue, net including related parties, disaggregated by contract type is as follows (in thousands):


	Year Ended March 31,
	2023		2022
Commercial product and service (1)	$	14,898	12,173
Government (2)	1,613		3,877
Licensing (3)	—		8,000
Revenue, net	$	16,511	$	24,050

Revenues from related parties were $8.0 million and $12.1 million for the years ended March 31, 2023 and 2022, respectively.

(1) The Company recognized service revenue under commercial product and service contracts of $2.1 million and $2.2 million for the years ended March 31, 2023 and 2022, respectively.

In December 2020, the Company entered into a cooperation and development agreement with Yaskawa Electric Corporation (“Yaskawa”), a related party, 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. Subsequently, amendments to the contract were executed in April and November 2022 which increased the scope of the project and deliverables. 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 $1.2 million and $1.5 million in revenue for the years ended March 31, 2023 and 2022, respectively, which includes $0.3 million and $0.4 million recorded for services rendered but not billed for the years ended March 31, 2023 and 2022, respectively.

(2) Government revenue was primarily derived from contracts with the U.S. Navy. The contract’s expiration dates were initially March and June 2022, but such dates were subsequently extended to June and December 2022, respectively. 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 March 31, 2022 was $0.4 million.

(3) As part of the multi-element commercial arrangement executed with Nexperia on April 4, 2018 (see Note 3 - 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 $8.0 million of perpetual licensing revenue for the year ended March 31, 2022. No perpetual licensing revenue was recognized for the year ended March 31, 2023.

Income Taxes

12 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

For the year ended March 31, 2023, the Company reported a worldwide consolidated pre-tax loss of $30.6 million, which consisted of a pre-tax loss from U.S. operations of approximately $27.5 million and pre-tax loss from Japan operations of approximately $3.1 million. The pre-tax loss from Japan operations consists of $1.2 million from Transphorm Japan, Inc., $3 thousand pre-tax loss from Transphorm Aizu, Inc. and $1.9 million pre-tax loss from Transphorm Japan Epi, Inc.

For the year ended March 31, 2022, the Company reported a worldwide consolidated pre-tax loss of $10.2 million, which consisted of a pre-tax loss from U.S. operations of approximately $8.8 million and pre-tax loss from Japan operations of approximately $1.4 million. The pre-tax loss from Japan operations consists of $1.2 million from Transphorm Japan, Inc., $0.6 million pre-tax loss from Transphorm Aizu, Inc. and $0.3 million pre-tax income from Transphorm Japan Epi, Inc.

There is no U.S. federal or foreign provision for income taxes because the Company has incurred operating losses since inception and is in a full valuation allowance position. For the year ended March 31, 2023, the Company did not record a state income tax provision. For the year ended March 31, 2022, the Company recorded a state income tax provision of $1 thousand which represents minimum taxes. Deferred income taxes reflect the net tax effects of the net operating losses and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and deferred tax liabilities as of the dates presented as follows (in thousands):


	March 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	53,496	$	49,715
Tax credits	6,898		6,171
California capitalized research and development	1		40
Research and development	1,708		—
Others, net	679		564
Total deferred tax assets	62,782		56,490
Valuation allowance	(62,933)		(56,550)
Deferred tax asset, net of valuation allowance	(151)		(60)
Deferred tax liabilities:
Fixed assets	151		60
Total deferred tax liabilities	151		60
Net deferred tax assets	$	—	$	—

As of March 31, 2023 and 2022, the Company had no assurance that future taxable income would be sufficient to fully utilize the net operating loss carryforwards and other deferred tax assets in the future. Consequently, the Company determined that a valuation allowance of approximately $62.9 million and $56.6 million as of March 31, 2023 and 2022, respectively, was needed to offset the deferred tax assets resulting mainly from the net operating loss carryforwards.

The Company files income tax returns in the U.S. federal, Arizona, California, Colorado, Illinois, New Jersey, and Oregon jurisdictions and is subject to U.S. federal, state, and local income tax examinations by tax authorities. Generally, the statute of limitations is 3 years for U.S. federal income tax and 4 years for state and local taxes. The statute of limitations may be extended for tax years where a corporation has a net operating loss carryforward or by agreement with the jurisdictional taxing authority. Accordingly, all of the Company's U.S. federal, state and local income tax years since inception remain open to examination by tax authorities. The Company is not currently under audit by any taxing authority.

The Company follows the provisions of uncertain tax positions as addressed in ASC 740-10. The Company recognized no increase or decrease in the liability for unrecognized tax benefits for any period presented. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at March 31, 2023 and 2022.

The utilization of the Company’s net operating loss and tax credit carryforwards is dependent on the future profitability of the Company. Further, the Internal Revenue Code imposes substantial restrictions on the utilization of such carryforwards in the event of an ownership change of more than 50%, as defined, during any three-year period (Section 382 and 383 limitations). The Company has determined that several ownership changes have occurred, which have resulted in substantial limitations on the Company’s ability to utilize its pre-ownership change net operating loss and tax credit carryforwards. These substantial limitations are expected to result in both a permanent loss of certain tax benefits related to net operating loss carryforwards and federal research and development credits, as well as an annual utilization limitation. The Company performs an annual study to determine if any additional tax benefits need to be adjusted due to Section 382 and Section 383 limitations. As of March 31, 2023, the Company performed the analysis and management did not believe any adjustments to current tax benefits would be necessary. However, it is important to note that the Company continues to raise capital and such transaction could have an effect of such limitations. See Note 19 - Subsequent Events.

The federal net operating loss generated for the years ended March 31, 2023 and 2022 of $17.4 million and $9.8 million, respectively, can be carried forward indefinitely. However, the federal deduction for net operating losses incurred in tax years beginning after January 1, 2021 is limited to 80% annual taxable income. Under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the suspension of net operating losses generated in years 2018, 2019, 2020 and 2021 are not subject to the 80% limitation. The state net operating loss generated for the years ended March 31, 2023 and 2022 of $0.1 million and $2.6 million, respectively, can be carried forward 20 years.

As of March 31, 2023, the Company has federal net operating loss carryforwards of $276.1 million, of which $207.5 million will begin to expire in 2027 unless previously utilized, and the Company has state net operating loss carryforwards of $151.6 million which will begin to expire in 2028 unless previously utilized. The Company also has foreign net operating loss carryforwards of approximately $7.7 million which will begin to expire in 2024. As of March 31, 2023, the Company has federal research and development credit carryforwards of $5.4 million, which will begin to expire in 2032 unless previously utilized, and the Company has California research and development credit carryforwards of $4.7 million, which do not expire.

Deferred tax assets have not been established for net operating and tax credit carryforwards that are deemed to have no value due to the Section 382 and 383 limitations discussed above and, therefore, are not reflected in the table of deferred tax assets presented above. Future ownership changes, if any, may further limit the Company’s ability to utilize its remaining net operating losses and tax credit carryforwards. The Company performed an analysis as of March 31, 2023 and it was determined that no further limitations on tax attributes were required.

Reconciliation between federal statutory tax rate and the effective tax rate is shown in the following table for the periods presented:


	Year Ended March 31,
	2023		2022
Federal statutory income tax rate	21.00	%	21.00	%
Research and development credit	2.38	%	7.10	%
Nondeductible expense	(0.70)	%	1.80	%
Loss in joint venture	—	%	(1.87)	%
Foreign income tax rate difference	0.99	%	1.39	%
Others, net	(0.90)	%	(0.40)	%
Valuation allowance	(22.77)	%	(29.02)	%
Effective tax rate	—	%	—	%

On March 27, 2020, the CARES Act was signed into law. The CARES Act repealed the 80% taxable income limitation for the 2018–2020 taxable years and reinstated NOL carrybacks for the 2018–2020 taxable years. In

addition, the CARES Act temporarily increased the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, a TCJA technical correction classified qualified improvement property to have a 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the TCJA at the time of enactment.

On December 21, 2020, the Consolidated Appropriations Act (“CAA”) was signed into law. We do not expect any of the enactments of the CAA to have a material impact on the Company as of March 31, 2023.

Under the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The mandatory capitalization requirement increases our deferred tax assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

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+ Details

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2023	Apr. 01, 2022	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued under company plans (in shares)	2,909,204		2,879,008	2,543,125
Incremental compensation cost	$ 0.3
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity awards outstanding under The 2020 Plan (in shares)	816,022		954,775	935,397
The 2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	5,050,000
Percentage of outstanding shares	5.00%
Additional shares authorized (in shares)		2,668,965
Shares issued under company plans (in shares)	2,909,204
Number of shares available for grant (in shares)	5,080,099
The 2020 Equity Incentive Plan \| RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity awards outstanding under The 2020 Plan (in shares)	816,022
The 2020 Equity Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)	2,461,923
Annual increase in shares available for issue (in shares)	5,000,000
Transphorm Technology 2007 Stock Plan and 2015 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	2,588,077

Commitments and Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitment to acquire equipment and services		$ 7,400
Cumulative purchases made to date	$ 7,400
Amount purchased	200
Remaining accounts payable to vendors	2
Contract for epiwafer technology			$ 900
Option in addition to contract for epiwafer technology			$ 500
Government contract receivable	800
Amounts billed and received on government contracts	600
Option not exercised	$ 500

Debts (Tables)

12 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Maturities of Long-Term Debt

As of March 31, 2023, the scheduled maturity, including accrued interest, of the Company’s borrowings under the revolving credit facility were as follows (in thousands):


Year Ending March 31,
2024	12,180
Total	$	12,180

Stockholders' Equity (Tables)

12 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Convertible Preferred Stock by Class

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


			March 31, 2023
Equity incentive plans			8,805,325
Common stock warrants			3,323,966
Total			12,129,291

Schedule of Stockholders' Equity Note, Warrants or Rights

In connection with the private placements discussed above, the Company issued warrants as follows.


Issuance Date	Shares of Common Stock Underlying Warrants	Exercise Price Per Share
8/13/2021	209,000	$6.00
11/5/2021	958,334	$6.00
11/9/2021	416,667	$6.00
12/7/2021	348,649	$9.25
6/2/2022	666,668	$6.00

The following warrants to purchase common stock were outstanding as of March 31, 2023:


Number of Shares	Exercise Price		Expiration Date
209,000	$	6.00	August 13, 2024
650,000	6.00		October 4, 2024
1,416,669	6.00		November 5, 2024
625,000	6.00		November 9, 2024
348,649	9.25		December 7, 2024
20,233	8.48		December 10, 2025
45,000	3.30		December 23, 2025
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
3,323,966

- 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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+ Details

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Apr. 01, 2022	Mar. 31, 2022
Lessee, Lease, Description [Line Items]
Discount rate on operating leases (as a percent)	6.00%
Operating lease ROU assets	$ 3,033	$ 3,500	$ 0
Total operating lease liability	$ 3,074	$ 3,500
Operating lease, weighted average remaining lease term (in years)	5 years 7 months 6 days
Net lease expense recognized	$ 700
Short-term lease expense	100
Cash paid for lease agreements	$ 700
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term (in years)	1 year
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term (in years)	7 years

Business (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
Business (Details) - USD ($) $ in Thousands	Apr. 04, 2023	Apr. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Working capital			$ 8,800
Net cash used in operating activities			(26,509)	$ (19,736)
Proceeds from exercise of warrants			2,950	272
Proceeds from issuance of common stock			$ 16,000	$ 50,900
Subsequent Event
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Proceeds from exercise of warrants		$ 7,300
Subsequent Event \| Nexperia
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Repayment of revolving credit	$ 12,200
Subsequent Event \| Private Placement
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Proceeds from issuance of common stock		$ 2,000

Stock-Based Compensation

12 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

The 2020 Equity Incentive Plan (the “2020 Plan”) was approved by the Company’s stockholders on February 11, 2020. 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 employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, and performance shares to employees, directors and consultants.

Subject to the adjustment provisions of the 2020 Plan and the automatic annual increase described below, the maximum aggregate number of shares of common stock that may be issued under the 2020 Plan is 5,050,000 shares, which includes (i) 2,588,077 shares initially reserved for issuance, plus (ii) any shares of the Company’s common stock subject to issued and outstanding awards under the Transphorm Technology 2007 Stock Plan or the Transphorm Technology 2015 Equity Incentive Plan that, on or after February 12, 2020, expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company 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 the Company’s 2022 fiscal year and ending on (and including) the Company’s 2030 fiscal year, in an amount equal to the least of: (i) 5,000,000 shares of common stock; (ii) five percent (5%) of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year; or (iii) such number of shares of common stock as the administrator of the 2020 Plan may determine. On April 1, 2022, 2,668,965 shares were added to the 2020 Plan pursuant to such automatic annual increase provision.

As of March 31, 2023, there were 2,909,204 stock options outstanding, 816,022 RSUs outstanding and 5,080,099 shares available for grant under the 2020 Plan.

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 March 31, 2022	2,879,008	$	4.88	6.02	$	6,747
Options granted	281,712	5.09
Options exercised	(168,326)	4.22
Options canceled	(83,190)	5.95
Outstanding at March 31, 2023	2,909,204	4.90		5.50	126
Exercisable at March 31, 2023	2,302,834	4.66		4.63	125

Outstanding at March 31, 2021	2,543,125	$	4.82	6.05	$	—
Options granted	528,077	6.31
Options exercised	(52,799)	4.19
Options canceled	(139,395)	9.52
Outstanding at March 31, 2022	2,879,008	4.88		6.02	6,747
Exercisable at March 31, 2022	2,206,259	4.44		4.99	5,984

The assumptions used to value options granted to employees during the periods presented were as follows:


	Year Ended March 31,
	2023	2022
Weighted average expected life (in years)	5.68	5.87
Risk-free interest rate	3.24% - 3.75%	1.08% - 1.32%
Expected volatility	44.60% - 47.20%	42.50% - 43.80%
Grant date fair market value	$4.77 - $5.24	$6.34
Grant date fair value	$2.21 - $2.49	$1.94 - $3.32
Dividend yield	—%	—%

Option Modifications

During the year ended March 31, 2023, the Company recognized $0.3 million in incremental compensation cost as a result of an amendment to a former employee’s option agreements to allow for an extended post termination exercise period.

Restricted Stock Units

RSUs are grants of shares of the Company’s 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.

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


	Year Ended March 31,
	2023			2022
	Number of Shares	Weighted-Average Grant Date Fair Value Per Share		Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Balance at beginning of period	954,775	$	4.61	935,397	$	3.96
Granted	333,585	5.16		342,640	6.31
Vested	(403,157)	5.93		(305,982)	3.98
Canceled	(69,181)	5.66		(17,280)	3.98
Balance at end of period	816,022	5.74		954,775	4.61

Stock-Based Compensation

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


	Year Ended March 31,
	2023		2022
Cost of revenue	$	243	$	161
Research and development	528		552
Sales and marketing	268		190
General and administrative	2,160		1,711
Total	$	3,199	$	2,614

Unrecognized Stock-Based Compensation

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


	March 31,
	2023			2022
	Unrecognized Expense		Average Expected Recognition Period (in years)	Unrecognized Expense		Average Expected Recognition Period (in years)
Stock options	$	1,325	1.05	$	1,413	2.11
Restricted stock units	1,813		1.34	2,576		1.57
Total	$	3,138	1.22	$	3,989	1.76

Related Party Transactions- Schedule of total due to and from related parties (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Related Party Transactions
Due from (included in Accounts receivable, net)	$ 2,865	$ 1,234
Due to (included in Accounts payable and accrued expenses)	1,061	862
Joint venture
Related Party Transactions
Due from (included in Accounts receivable, net)	1,713	719
Due to (included in Accounts payable and accrued expenses)	968	760
Stockholder and noteholder (Note 3)
Related Party Transactions
Due from (included in Accounts receivable, net)	1,152	515
Due to (included in Accounts payable and accrued expenses)	$ 93	$ 102

- Definition

For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.

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-URI https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

+ Details

Stockholders' Equity - Reserved common stock (Details)	Mar. 31, 2023 shares
Class of Stock [Line Items]
Common stock reserved for issuance (in shares)	12,129,291
Warrant
Class of Stock [Line Items]
Common stock reserved for issuance (in shares)	3,323,966
Stock options
Class of Stock [Line Items]
Common stock reserved for issuance (in shares)	8,805,325

Debts - Maturities schedule (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 12,180
Total	$ 12,180

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Mar. 31, 2023 USD ($) segment shares	Mar. 31, 2022 USD ($) shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Restricted cash	$ 600,000	$ 600,000
Restricted cash in current asset	500,000	500,000
Restricted cash in noncurrent asset	100,000	100,000
Cash and cash equivalents	15,527,000	33,435,000
Provision for doubtful accounts	0	0
Goodwill impairment charges	0	0
Impairment of intangible assets	0	0
Grant reimbursement	$ 600,000	$ 300,000
Number of anti-dilutive shares (in shares) \| shares	7,049,192	6,491,081
Number of reportable segments \| segment	1
Revenue from product and license fees	$ 16,511,000	$ 24,050,000
Stock options
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of anti-dilutive shares (in shares) \| shares	2,909,204	2,879,008
RSU
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of anti-dilutive shares (in shares) \| shares	816,022	954,775
Warrant
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of anti-dilutive shares (in shares) \| shares	3,323,966	2,657,298
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful life (in years)	3 years
Estimated useful life of intangible assets (in years)	3 years
Award vesting period (in years)	1 year
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful life (in years)	7 years
Estimated useful life of intangible assets (in years)	10 years
Award vesting period (in years)	4 years
Japan
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash and cash equivalents	$ 200,000	$ 100,000
Cash and cash equivalents in foreign subsidiary (as a percent)	1.00%	0.20%
Revenue from product and license fees		$ 700,000
U.S.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue from product and license fees		$ 23,400,000

Nexperia Arrangement	12 Months Ended
Nexperia Arrangement	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nexperia Arrangement	Nexperia Arrangement On April 4, 2018, the Company entered into a multi-element commercial arrangement with Nexperia B.V. (“Nexperia”), a related party through share ownership, including a development and license agreement, loan and security agreement and supply agreement, 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. By entering into this Collaboration Arrangement, Nexperia gained access to technology that allows for the production of high power semiconductors for use in electric vehicles. Financing under the Collaboration Arrangement was comprised of the following elements: •$16.0 million of equity financing; •$9.0 million license fee for transfer of the Gen-3 manufacturing process; •$15.0 million of term loans, separated into tranches for pre-funded projects; and •$10.0 million revolving loan, secured against certain of the Company’s U.S. patents not relating to MOCVD or epiwafer technology. Loan and Security Agreement The LSA, entered into on April 4, 2018, originally comprised term loans in an aggregate principal amount of $15.0 million, separated into tranches for pre-funded projects, and a $10.0 million revolving loan, each of which bore 6% annual interest. In June 2020, $5.0 million of term loans was satisfied in full upon the Company’s transfer of its Gen-4 technology development to Nexperia, at which point the Company recognized $5.0 million as licensing revenue. On May 18, 2021, Amendment No. 6 to the LSA was executed to (1) extend the maturity date for the revolving loan 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’s obligations under the LSA, and (3) convert $2.0 million of term loans into a revolving loan with the same terms and conditions as the existing revolving loan. See Note 11 - Debts. On June 30, 2021, Amendment No. 7 to the LSA was executed to extend the maturity of the then-outstanding $8.0 million term loan to July 16, 2021. On July 16, 2021, Nexperia agreed that the $8.0 million term loan was satisfied in full in connection with the Company transferring its Gen-5 and 900V technology developments to Nexperia, at which point the Company recognized $8.0 million as perpetual licensing revenue. Amended and Restated Development and License Agreement The amended and restated development and license agreement (the “DLA”), entered into on May 18, 2021 provides that the Company will 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 and 900V (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 amended and restated supply agreement (the “Supply Agreement”), entered into on May 18, 2021, 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 (described below) is in effect. Strategic Cooperation Agreement The strategic cooperation agreement, entered into on May 18, 2021, 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, entered into on May 18, 2021, establishes the parameters pursuant to which Nexperia, in certain limited instances, is permitted to exercise an option (the “Option”) to acquire TJE, a Japanese subsidiary of the Company through which the Company is engaged in the development, manufacturing and sales of 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 Supply Agreement, 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 also amended and restated its existing intracompany license agreement with TJE to clarify Nexperia’s rights upon exercise of the Option.

Audit Information	12 Months Ended
Audit Information	Mar. 31, 2023
Auditor Information [Abstract]
Auditor Name	Marcum LLP
Auditor Location	Chicago, IL
Auditor Firm ID	688

Leases (Tables)

12 Months Ended

Mar. 31, 2023

Leases [Abstract]

Schedule of Lease Assets and Liabilities

The following table presents the Company’s ROU assets and lease liabilities as of the date indicated (in thousands):


	March 31, 2023
Operating lease ROU assets	$	3,033

Operating lease liabilities	$	404
Operating lease liabilities, net of current portion	2,670
Total operating lease liability	$	3,074

Schedule of Remaining Lease Liabilities By Maturity

The following table presents the Company's remaining lease liabilities by maturity for the periods indicated (in thousands):


	March 31, 2023
2024	710
2025	674
2026	659
2027	616
2028	358
Thereafter	626
Lease payments	3,643
Less: interest	(569)
Present value of lease liability	$	3,074

Schedule of Future Minimum Operating Lease Commitments

As previously reported in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022 and under legacy lease accounting under ASC 840, future minimum operating lease commitments as of March 31, 2022 were as follows (in thousands):


	March 31, 2022
2023	$	681
2024	647
2025	156
Total	$	1,484

Stock-Based Compensation - Unrecognized stock-based compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 3,138	$ 3,989
Average Expected Recognition Period (in years)	1 year 2 months 19 days	1 year 9 months 3 days
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options	$ 1,325	$ 1,413
Average Expected Recognition Period (in years)	1 year 18 days	2 years 1 month 9 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units	$ 1,813	$ 2,576
Average Expected Recognition Period (in years)	1 year 4 months 2 days	1 year 6 months 25 days

Inventory (Details) - USD ($) $ in Thousands	12 Months Ended
Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 5,167	$ 2,412
Work in process	1,719	1,865
Sub-assembly	809	1,628
Finished goods	711	425
Total	8,406	6,330
Inventory write-off	$ 2,800	$ 200

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Current assets:
Cash and cash equivalents	$ 15,527	$ 33,435
Restricted cash	500	500
Accounts receivable, net, including $2.9 million and $1.2 million from related parties as of March 31, 2023 and 2022, respectively (Note 18)	4,396	2,558
Inventory	8,406	6,330
Prepaid expenses and other current assets	1,859	1,971
Total current assets	30,688	44,794
Property and equipment, net	7,890	1,649
Operating lease right-of-use assets	3,033	0
Goodwill	1,079	1,180
Intangible assets, net	321	617
Investment in joint venture	715	143
Other assets	726	263
Total assets	44,452	48,646
Current liabilities:
Accounts payable and accrued expenses, including $1.1 million and $0.9 million from related parties as of March 31, 2023 and 2022, respectively (Note 18)	7,895	3,588
Deferred revenue	0	346
Accrued interest	180	180
Accrued payroll and benefits	1,458	1,171
Operating lease liabilities	404	0
Revolving credit facility	12,000	0
Total current liabilities	21,937	5,285
Revolving credit facility, net of current portion	0	12,000
Operating lease liabilities, net of current portion	2,670	0
Other liabilities	230	0
Total liabilities	24,837	17,285
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.0001 par value; 750,000,000 shares authorized as of March 31, 2023 and 2022, and 57,047,013 and 53,379,307 shares issued and outstanding as of March 31, 2023 and 2022, respectively	6	5
Additional paid-in capital	230,272	211,190
Accumulated deficit	(209,236)	(178,638)
Accumulated other comprehensive loss	(1,427)	(1,196)
Total stockholders’ equity	19,615	31,361
Total liabilities and stockholders’ equity	$ 44,452	$ 48,646

Income Taxes - Effective income tax rate reconciliation (Details)	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Federal statutory income tax rate	21.00%	21.00%
Research and development credit	2.38%	7.10%
Nondeductible expense	(0.70%)	1.80%
Loss in joint venture	0.00%	(1.87%)
Foreign income tax rate difference	0.99%	1.39%
Others, net	(0.90%)	(0.40%)
Valuation allowance	(22.77%)	(29.02%)
Effective tax rate	0.00%	0.00%

Leases - Schedule of operating lease maturity (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 681
2024	647
2025	156
Total	$ 1,484

401(k) Savings Plan	12 Months Ended
401(k) Savings Plan	Mar. 31, 2023
Retirement Benefits [Abstract]
401(k) Savings Plan	401(k) Savings PlanThe Company has a 401(k) savings plan (the 401(k) plan). The 401(k) plan is a defined contribution plan intended to qualify under Section 401(k) of the Internal Revenue Code. All full-time employees of the Company are eligible to participate pursuant to the terms of the 401(k) plan. Contributions by the Company are discretionary, and the Company made no contributions during the years ended March 31, 2023 and 2022.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

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+ Details

Concentration of Credit Risk and Significant Customers

12 Months Ended

Mar. 31, 2023

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.

Total revenues, by percentage, from individual customers representing 10% or more of total revenues in the respective periods were as follows:


	Year Ended March 31,
	2023	2022
Customer A	16.9%	42.4%
Customer B	*	16.1%
Customer C	21.7%	19.6%
Customer D	*	*
Customer E	24.3%	*

* Less than 10% of total

Accounts receivable, by percentage, from individual customers representing 10% or more of accounts receivable are set forth in the following table:


	As of March 31,
	2023	2022
Customer A	26.2%	20.1%
Customer B	*	19.4%
Customer C	12.8%	38.8%
Customer D	10.6%	*
Customer E	38.2%	*

* Less than 10% of total

Customers A and E are related parties and Customer B is a government agency. JCP Capital Management, LLC Limited is a stockholder of Customer C. Refer to Note 9 - Investment in Joint Venture and Note 18 - Related Party Transactions.

Debts

12 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debts

Development Loans and Revolving Credit Facility

See Note 3 - Nexperia Arrangement for details on the development term loans under the Loan and Security Agreement (“LSA”). As of March 31, 2023 and 2022, there were no term loans outstanding under the LSA.

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 the Company’s 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 the $2.0 million Tranche B-1 Loan was 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 3 - Nexperia Arrangement for further details.

As of March 31, 2023, there was $12.0 million of principal related to the Tranche C Loans and $0.2 million of accrued interest outstanding under the LSA. The Company recorded interest expense of $0.7 million for each of the years ended March 31, 2023 and 2022.

As of March 31, 2023, the scheduled maturity, including accrued interest, of the Company’s borrowings under the revolving credit facility were as follows (in thousands):


Year Ending March 31,
2024	12,180
Total	$	12,180

On April 4, 2023, the Company paid to Nexperia the revolving loan balance in full including all accrued interest. Refer to Note 19 - Subsequent Events.

Promissory Note

In October 2017, the Company issued an unsecured subordinated convertible promissory note to Yaskawa (the “Yaskawa Note”) for $15.0 million. The stated interest rate of the Yaskawa Note was 1.0%, and principal plus interest was 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 February 2020, the Yaskawa Note was amended to be convertible at the option of the holder into a maximum of 3,076,171 shares of the Company’s common stock at a conversion price of $5.12 per share.

Pursuant to ASC 825-10-15-4, the Company elected to apply the fair value option for the promissory note and recorded a $0.6 million decrease in the fair value of the note for the year ended March 31, 2022 in other income. In connection with its promissory note obligation, the Company recorded interest expense of $0.1 million for the year ended March 31, 2022. In accordance with the terms of the promissory note, interest was added to the principal balance and is reflected in the carrying value on the consolidated balance sheet.

On October 4, 2021, the Company entered into a Note Amendment and Conversion Agreement with Yaskawa to (i) reduce the conversion price of the Yaskawa Note from $5.12 per share to $5.00 per share and (ii) remove the limitation on the maximum number of shares of the Company’s common stock that could be issued upon conversion of the Yaskawa Note. Yaskawa simultaneously elected to convert the outstanding principal amount (plus accrued but unpaid interest) under the Yaskawa Note, which as of the effective date of the conversion totaled $15.6 million, into an aggregate of 3,120,000 shares of common stock. The Company also issued to Yaskawa a warrant to purchase up to 650,000 shares of common stock at an exercise price of $6.00 per share, with a term of three years. For the year ended March 31, 2022, the Company recognized a $1.2 million gain in other income upon the conversion of the Yaskawa Note. For the year ended March 31, 2023, the Company did not record any fair value adjustments, interest, or gains related to the Yaskawa Note.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands							1 Months Ended		12 Months Ended
	May 17, 2023	Apr. 04, 2023	Apr. 03, 2023	Dec. 07, 2021	Nov. 09, 2021	Aug. 13, 2021	Apr. 30, 2023	Apr. 30, 2021	Mar. 31, 2023	Mar. 31, 2022	Jun. 16, 2023	Jun. 02, 2022	Jan. 10, 2022	Nov. 05, 2021
Subsequent Event [Line Items]
Exercise price (in usd per share)													$ 3.30
Aggregate purchase price								$ 500
Number of shares sold in private placement offering (in shares)								97,099
Proceeds from exercise of warrants									$ 2,950	$ 272
Placement agent fees and closing expenses									$ 280	$ 1,127
Private Placement
Subsequent Event [Line Items]
Number of common stock issuable from warrants (in shares)				348,649	416,667	209,000						666,668		958,334
Exercise price (in usd per share)				$ 9.25	$ 6.00	$ 6.00						$ 6.00		$ 6.00
Aggregate purchase price				$ 12,900	$ 33,000	$ 5,000
Number of shares sold in private placement offering (in shares)				1,673,152	6,600,000	1,000,000
Price per share (in usd per share)				$ 7.71	$ 5.00	$ 5.00
Placement agent fees and closing expenses				$ 300	$ 800	$ 22
Subsequent Event
Subsequent Event [Line Items]
Proceeds from exercise of warrants							$ 7,300
Subscription rights offering											$ 15,000
Subsequent Event \| National Security Technology Accelerator \| GaN Epiwafer Materials
Subsequent Event [Line Items]
Collaborative arrangement, counterparty funding commitment, maximum	$ 15,200
Cooperative and development activities	7,500
Collaborative arrangement, counterparty future funding commitment, maximum	$ 7,700
Subsequent Event \| Tranche C Loan
Subsequent Event [Line Items]
Repayment of loan		$ 12,200
Accrued interest on promissory note		12,000
Interest expense accrued		$ 200
Subsequent Event \| Private Placement
Subsequent Event [Line Items]
Number of common stock issuable from warrants (in shares)			250,001
Exercise price (in usd per share)			$ 5.00
Aggregate purchase price			$ 2,000
Number of shares sold in private placement offering (in shares)			500,000
Price per share (in usd per share)			$ 4.00
Subsequent Event \| Existing Warrant Shares
Subsequent Event [Line Items]
Number of common stock issuable from warrants (in shares)			1,815,848
Exercise price (in usd per share)			$ 4.00
Proceeds from exercise of warrants			$ 9,300
Placement agent fees and closing expenses			$ 400
Subsequent Event \| Inducement Warrants
Subsequent Event [Line Items]
Number of common stock issuable from warrants (in shares)			2,269,810
Exercise price (in usd per share)			$ 5.00

Fair Value Measurements - Changes in fair value of the promissory note (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest expense
Yaskawa Note
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Interest expense accrued	$ 100
Yaskawa Note \| Yaskawa \| Fair Value, Inputs, Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	16,128
Interest expense accrued	77
Decrease in fair value	(605)
Conversion	(15,600)
Fair value at period end	$ 0

Related Party Transactions - Schedule of related party transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Related Party Transactions
Revenue from related parties	$ 8,000	$ 12,100
Gain on Yaskawa promissory note conversion	1,633	3,819
Joint Venture-GaNovation \| Product sale
Related Party Transactions
Revenue from related parties	4,008	476
Joint Venture-GaNovation \| Inventory purchase
Related Party Transactions
Related party transaction expenses	360	181
Joint Venture-GaNovation \| Fixed asset purchase
Related Party Transactions
Related party transaction expenses	370	0
Joint Venture-GaNovation \| Cost of goods sold
Related Party Transactions
Related party transaction expenses	4,124	3,061
Joint Venture-GaNovation \| Research and development expense
Related Party Transactions
Related party transaction expenses	369	456
Joint Venture-GaNovation \| Consumption tax
Related Party Transactions
Related party transaction expenses	312	140
Joint Venture-GaNovation \| Employee and related benefits
Related Party Transactions
Related party transaction expenses	158	343
Joint Venture-GaNovation \| Gain upon termination of JVA and settlement of its obligation
Related Party Transactions
Gain upon termination of JVA and settlement of its obligation	0	1,455
Joint Venture-GaNovation \| Service fees
Related Party Transactions
Related party transaction expenses	267	0
Joint Venture-GaNovation \| Service expense
Related Party Transactions
Related party transaction expenses	0	12
Yaskawa \| Yaskawa Note
Related Party Transactions
Gain on Yaskawa promissory note conversion	0	1,221
Yaskawa \| Cooperation and development agreement
Related Party Transactions
Revenue from related parties	1,209	1,459
Non-controlling stockholder: \| Product sale
Related Party Transactions
Revenue from related parties	0	19
Non-controlling stockholder: \| License maintenance fee
Related Party Transactions
Related party transaction expenses	0	111
Non-controlling stockholder: \| Consulting expense
Related Party Transactions
Related party transaction expenses	0	176
Nexperia \| Product sale
Related Party Transactions
Revenue from related parties	2,565	1,670
Nexperia \| License maintenance fee
Related Party Transactions
Reimbursements in license maintenance fee	113	150
Nexperia \| License and service fee income
Related Party Transactions
Revenue from related parties	226	8,479
Nexperia \| Interest expense
Related Party Transactions
Related party transaction expenses	$ 730	$ 714

Intangible Assets - Finite-lived intangible assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross	$ 5,224	$ 5,224
Accumulated Amortization	(4,729)	(4,433)
Foreign Exchange Rate Changes	(174)	(174)
Net	321	617
Amortization expense	300	300
Patents
Finite-Lived Intangible Assets [Line Items]
Gross	2,963	2,963
Accumulated Amortization	(2,642)	(2,346)
Foreign Exchange Rate Changes	0	0
Net	$ 321	$ 617
Estimated Useful Life (in years)	10 years	10 years
Developed Technology - 150 V
Finite-Lived Intangible Assets [Line Items]
Gross	$ 560	$ 560
Accumulated Amortization	(517)	(517)
Foreign Exchange Rate Changes	(43)	(43)
Net	$ 0	$ 0
Estimated Useful Life (in years)	6 years	6 years
Developed Technology - 600 V
Finite-Lived Intangible Assets [Line Items]
Gross	$ 1,701	$ 1,701
Accumulated Amortization	(1,570)	(1,570)
Foreign Exchange Rate Changes	(131)	(131)
Net	$ 0	$ 0
Estimated Useful Life (in years)	6 years	6 years

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Oct. 04, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative, gain (loss) on derivative, net	$ 14
Derivative assets	7	$ 0
Derivative liabilities	$ 0	$ 0
Yaskawa Note \| Yaskawa
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Principal and unpaid interest of convertible note			$ 15,600
Principal amount of long term loan facility			15,000
Accrued interest on promissory note			$ 600
Number of common stock shares converted per preferred share (in shares)			3,120,000

Revenue - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended	12 Months Ended
Revenue - Narrative (Details) - USD ($)	Jul. 16, 2021	Dec. 31, 2020	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from related parties				$ 8,000,000	$ 12,100,000
Revenue from product and license fees				$ 16,511,000	24,050,000
Term of cooperation and development agreement		3 years		3 years
Cumulative effect of government rate change			$ 400,000
Yaskawa
Disaggregation of Revenue [Line Items]
Cooperative and development activities		$ 4,000,000
Revenue recognized for collaboration development activities				$ 1,200,000	1,500,000
Revenue for services rendered			$ 400,000	300,000	400,000
Service Revenue
Disaggregation of Revenue [Line Items]
Revenue from product and license fees				2,100,000	2,200,000
License and Service
Disaggregation of Revenue [Line Items]
Revenue from product and license fees	$ 8,000,000			$ 0	$ 8,000,000

Stockholders' Equity

12 Months Ended

Mar. 31, 2023

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

In April 2021, the Company issued 97,099 shares of common stock as payment of $0.5 million pursuant to a one year internet advertising contract with SRAX, Inc.

In October 2021, the Company issued 3,120,000 shares of common stock to Yaskawa upon the conversion of $15.6 million of outstanding principal and accrued interest under the Yaskawa Note.

On January 5, 2022, the Company issued 13,028 shares of common stock in connection with the cashless exercise of a warrant.

On January 10, 2022, the Company issued 82,500 shares of common stock in connection with the exercise of a warrant at an exercise price of $3.30 per share.

As of March 31, 2023, 750,000,000 shares of common stock are authorized, of which 57,047,013 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 Placements

On August 13, 2021, the Company sold 1,000,000 shares of common stock in a private placement offering at a purchase price of $5.00 per share with gross proceeds of $5.0 million (before deducting legal costs of $22 thousand).

On November 5, 2021 and November 9, 2021, the Company sold an aggregate of 6,600,000 shares of common stock in a private placement offering at a purchase price of $5.00 per share, with aggregate gross proceeds of $33.0 million (before deducting placement agent fees and other offering expenses, which were an aggregate of $0.8 million). Pursuant to the purchase agreements entered into with the investors in this offering, each investor had the right (but not the obligation), subject to the satisfaction of customary closing conditions, to purchase and acquire from the Company additional shares of common stock at a purchase price of $5.00 per share. On June 2, 2022, in connection with the investors’ exercise of such purchase rights, the Company sold 3,199,999 shares of common stock for aggregate gross proceeds of $16.0 million (before deducting placement agent fees and other offering expenses, which were an aggregate of $0.3 million).

On December 7, 2021, the Company sold 1,673,152 shares of common stock in a private placement offering at a purchase price of $7.71 per share, with aggregate gross proceeds of $12.9 million (before deducting a finder’s fee and other offering expenses, which were an aggregate of $0.3 million).

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 the date presented as follows:


			March 31, 2023
Equity incentive plans			8,805,325
Common stock warrants			3,323,966
Total			12,129,291

Common Stock Warrants

On October 4, 2021, the Company issued warrants to purchase 650,000 shares of common stock at an exercise price of $6.00 per share upon Yaskawa Note conversion.

In connection with the private placements discussed above, the Company issued warrants as follows.


Issuance Date	Shares of Common Stock Underlying Warrants	Exercise Price Per Share
8/13/2021	209,000	$6.00
11/5/2021	958,334	$6.00
11/9/2021	416,667	$6.00
12/7/2021	348,649	$9.25
6/2/2022	666,668	$6.00

On February 10, 2022, the Company issued finders’ warrants to purchase 20,233 shares of common stock at an exercise price of $8.48 per share.

The outstanding warrants are exercisable by paying cash or by cashless exercise. The exercise price of the warrants is subject to standard anti-dilution 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 are subject to equity treatment because warrant holders have 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 March 31, 2023:


Number of Shares	Exercise Price		Expiration Date
209,000	$	6.00	August 13, 2024
650,000	6.00		October 4, 2024
1,416,669	6.00		November 5, 2024
625,000	6.00		November 9, 2024
348,649	9.25		December 7, 2024
20,233	8.48		December 10, 2025
45,000	3.30		December 23, 2025
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
3,323,966

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debts - Narrative (Details)			1 Months Ended	12 Months Ended
Debts - Narrative (Details)	Oct. 04, 2021 USD ($) $ / shares shares	Feb. 12, 2020 shares $ / shares	Oct. 31, 2021 USD ($) shares	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Jan. 10, 2022 $ / shares	Oct. 03, 2021 $ / shares	May 18, 2021 USD ($)	Mar. 01, 2021 USD ($)	Apr. 04, 2018 USD ($)	Oct. 31, 2017 USD ($)
Debt Instrument [Line Items]
Long-term loan facility										$ 15,000,000
Conversion price per share on convertible note payable (in usd per share) \| $ / shares		$ 5.12
Changes in fair value of promissory note				$ 0	$ 605,000
Exercise price (in usd per share) \| $ / shares						$ 3.30
Gain on Yaskawa promissory note conversion				1,633,000	3,819,000
Yaskawa
Debt Instrument [Line Items]
Conversion price per share on convertible note payable (in usd per share) \| $ / shares	$ 5.00						$ 5.12
Number of shares issued (in shares) \| shares	3,120,000
Warrant to purchase shares issued (in shares)	$ 650,000
Exercise price (in usd per share) \| $ / shares	$ 6.00
Exercisable period of warrants (in years)	3 years
Tranche C Note
Debt Instrument [Line Items]
Revolving loan									$ 10,000,000	$ 10,000,000
Interest rate per annum (as a percent)										6.00%
Long-term loan facility										$ 12,000,000
Accrued interest on promissory note				200,000
Interest expense				700,000	700,000
Tranche B-1 Loan
Debt Instrument [Line Items]
Long-term loan facility								$ 2,000,000
Yaskawa Note
Debt Instrument [Line Items]
Interest rate per annum (as a percent)											1.00%
Interest expense					100,000
Unsecured subordinated convertible promissory note			$ 15,600,000								$ 15,000,000
Maximum number of shares of common stock issuable (in shares) \| shares		3,076,171
Changes in fair value of promissory note					(600,000)
Yaskawa Note \| Yaskawa
Debt Instrument [Line Items]
Accrued interest on promissory note	$ 600,000
Principal and unpaid interest of convertible note	$ 15,600,000
Number of shares issued (in shares) \| shares			3,120,000
Gain on Yaskawa promissory note conversion				$ 0	$ 1,221,000

401(k) Savings Plan (Details) - USD ($)	12 Months Ended
401(k) Savings Plan (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Retirement Benefits [Abstract]
Employer discretionary contributions to 401K plan	$ 0	$ 0

Business	12 Months Ended
Business	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business	Business The original Transphorm, Inc., now named Transphorm Technology, Inc. (“Transphorm Technology”), a wholly owned subsidiary of Parent (as defined below), was founded in 2007 to develop gallium nitride (“GaN”) semiconductor components used in power conversion. On February 12, 2020 (the “Closing Date”), Peninsula Acquisition Corporation (“Peninsula”), a shell company, consummated the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated February 12, 2020, by and among Peninsula, Peninsula Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Peninsula (“Merger Sub”), and Transphorm Technology. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Transphorm Technology, with Transphorm Technology surviving the merger as a wholly-owned subsidiary of Peninsula (the “Merger”). On the Closing Date, Peninsula changed its name to Transphorm, Inc. (“Parent”). 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. (“TPJ”) was established in Japan in February 2014 to secure the Company’s production capacity and establish a direct presence in Asian markets. Transphorm Aizu, Inc. (“Transphorm Aizu”) was established in Japan to manage the financial transactions around Aizu Fujitsu Semiconductor Wafer Solution Limited (“AFSW”), the wafer fabrication facility located in Aizu Wakamatsu, Japan that is owned by GaNovation, the joint venture company in which the Company has a non-controlling interest. Transphorm Japan Epi, Inc. (“TJE”) was established in Japan in 2019 to enable the operational capacity of the MOCVD reactors held in Aizu. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. However, considering the Company’s working capital (including restricted cash) of $8.8 million as of March 31, 2023, the Company’s historical losses from operations (during the year ended March 31, 2023, the Company used $26.5 million in cash from operations), and the future expected losses, there is 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. In April 2023, the Company raised gross proceeds of $7.3 million from the exercise of warrants and $2.0 million from selling shares of our common stock in a private placement, but also used $12.2 million of cash to repay our revolving loan with Nexperia when it matured on April 4, 2023, and as such did not alleviate the 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. In response to the factors noted above, management intends to raise additional working capital to fund operations through the issuance of stock to investors (including in the form of a rights offering as noted in “Note 19 - Subsequent Events” to the Consolidated Financial Statements), issuance of debt (including through the Company’s asset-based debt financing initiatives), and/or license of intellectual property. However, there is no assurance that the Company will be successful in raising additional capital. If the Company is unable to secure additional funding, the Company believes that its existing cash and cash equivalents and forecasted revenue will be sufficient to fund its operations into the second half of September 2023. If the Company does not obtain any other financing, the Company would need to cease operations, liquidate its assets, and may seek the protection of applicable bankruptcy laws. The Company’s ability to sustain operations is dependent on its ability to successfully market and sell its products and its ability to raise capital through additional financings until it is able to achieve profitability with positive cash flows. 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 evaluate financing alternatives in order to satisfy its working capital and other cash requirements. The accompanying consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.

Income Taxes (Tables)

12 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Significant Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and deferred tax liabilities as of the dates presented as follows (in thousands):


	March 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	53,496	$	49,715
Tax credits	6,898		6,171
California capitalized research and development	1		40
Research and development	1,708		—
Others, net	679		564
Total deferred tax assets	62,782		56,490
Valuation allowance	(62,933)		(56,550)
Deferred tax asset, net of valuation allowance	(151)		(60)
Deferred tax liabilities:
Fixed assets	151		60
Total deferred tax liabilities	151		60
Net deferred tax assets	$	—	$	—

Schedule of Reconciliation Between the Federal Statutory Rate and the Effective Tax Rate

Reconciliation between federal statutory tax rate and the effective tax rate is shown in the following table for the periods presented:


	Year Ended March 31,
	2023		2022
Federal statutory income tax rate	21.00	%	21.00	%
Research and development credit	2.38	%	7.10	%
Nondeductible expense	(0.70)	%	1.80	%
Loss in joint venture	—	%	(1.87)	%
Foreign income tax rate difference	0.99	%	1.39	%
Others, net	(0.90)	%	(0.40)	%
Valuation allowance	(22.77)	%	(29.02)	%
Effective tax rate	—	%	—	%

Intangible Assets (Tables)

12 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Carrying Value of Intangible Assets

The carrying values of intangible assets as of the dates presented, respectively, consists of the following (in thousands except years):


	March 31, 2023
	Gross		Accumulated Amortization		Foreign Exchange Rate Changes		Net		Estimated Useful Life (in years)
Patents	$	2,963	$	(2,642)	$	—	$	321	10
Developed Technology - 150 V	560		(517)		(43)		—		6
Developed Technology - 600 V	1,701		(1,570)		(131)		—		6
Total	$	5,224	$	(4,729)	$	(174)	$	321


	March 31, 2022
	Gross		Accumulated Amortization		Foreign Exchange Rate Changes		Net		Estimated Useful Life (in years)
Patents	$	2,963	$	(2,346)	$	—	$	617	10
Developed Technology - 150 V	560		(517)		(43)		—		6
Developed Technology - 600 V	1,701		(1,570)		(131)		—		6
Total	$	5,224	$	(4,433)	$	(174)	$	617

Schedule of Estimated Future Amortization Expenses Related to Intangible Assets

Estimated future amortization expenses related to intangible assets as of March 31, 2023 were as follows (in thousands):


Year Ending March 31,
2024	$	296
2025	25
Total	$	321

Stock-Based Compensation - Schedule of option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Number of Options
Beginning of period, Options outstanding (in shares)	2,879,008	2,543,125
Options granted (in shares)	281,712	528,077
Options exercised (in shares)	(168,326)	(52,799)
Options canceled (in shares)	(83,190)	(139,395)
End of period, Options outstanding (in shares)	2,909,204	2,879,008	2,543,125
Exercisable at end of period (in shares)	2,302,834	2,206,259
Weighted Average Exercise Price per Share
Beginning of period (in usd per share)	$ 4.88	$ 4.82
Options granted (in usd per share)	5.09	6.31
Options exercised (in usd per share)	4.22	4.19
Options canceled (in usd per share)	5.95	9.52
End of period (in usd per share)	4.90	4.88	$ 4.82
Exercisable at end of period (in usd per share)	$ 4.66	$ 4.44
Weighted Average Remaining Contractual Term (in Years)
Options outstanding, weighted average remaining contractual term (in years)	5 years 6 months	6 years 7 days	6 years 18 days
Options exercisable, weighted average remaining contractual term (in years)	4 years 7 months 17 days	4 years 11 months 26 days
Aggregate Intrinsic Value (in thousands)
Options outstanding, aggregate intrinsic value	$ 126	$ 6,747	$ 0
Options exercisable, aggregate intrinsic value	$ 125	$ 5,984
Intrinsic value (in usd per share)	$ 3.99	$ 7.07

Stock-Based Compensation - Restricted stock (Details) - RSU - $ / shares	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Number of Shares
Balance at beginning of period (in shares)	954,775	935,397
Restricted stock granted (in shares)	333,585	342,640
Restricted stock vested (in shares)	(403,157)	(305,982)
Restricted stock canceled (in shares)	(69,181)	(17,280)
Balance at end of period (in shares)	816,022	954,775
Weighted-Average Grant Date Fair Value Per Share
Restricted stock at beginning of period (in usd per share)	$ 4.61	$ 3.96
Restricted stock granted (in usd per share)	5.16	6.31
Restricted stock vested (in usd per share)	5.93	3.98
Restricted stock canceled (in usd per share)	5.66	3.98
Restricted stock at end of period (in usd per share)	$ 5.74	$ 4.61

Investment in Joint Venture - Summarized financial information (Details) - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Jul. 30, 2021	Mar. 31, 2023	Mar. 31, 2022
Variable Interest Entity [Line Items]
Current assets		$ 30,688	$ 44,794
Variable Interest Entity, Measure of Activity [Abstract]
Gross loss		(950)	11,520
Variable Interest Entity, Not Primary Beneficiary \| GaNovation
Variable Interest Entity [Line Items]
Current assets		4,572	4,259
Long-term assets		6,602	3,690
Other current liabilities		5,698	3,799
Due to related parties		2	(1)
Net surplus		4,729	4,151
Variable Interest Entity, Measure of Activity [Abstract]
Sales		13,275
Gross loss		(9,174)
Net loss		(10,955)
Variable Interest Entity, Not Primary Beneficiary \| Transphorm, Inc.
Variable Interest Entity [Line Items]
Due to related parties		$ 745	0
Variable Interest Entity, Not Primary Beneficiary \| GaNovation/AFSW
Variable Interest Entity, Measure of Activity [Abstract]
Sales			9,109
Gross loss			(9,359)
Net loss			$ (11,967)
Variable Interest Entity, Not Primary Beneficiary \| Aizu Fujitsu Semiconductor Wafer Solution Limited (AFSW)
Variable Interest Entity, Measure of Activity [Abstract]
Sales	$ 2,200
Gross loss	(3,200)
Net loss	$ (4,300)

Stock-Based Compensation - Share-based payment arrangement, expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 3,199	$ 2,614
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	243	161
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	528	552
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	268	190
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 2,160	$ 1,711

Investment in Joint Venture

12 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Investment in Joint Venture

Through July 31, 2021, the Company was party to a joint venture agreement (the “JVA”), by and among Aizu Fujitsu Semiconductor Limited, Fujitsu Semiconductor Limited (“FSL”), the Company and Transphorm Aizu for the ownership and operations of AFSW. Through July 31, 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. Transphorm Aizu and FSL funded AFSW based on a mutually agreed funding schedule. Any outstanding balances were reviewed upon the conclusion of the JVA effective July 31, 2021 to assess unfunded commitment to joint venture liability. During the year ended March 31, 2022, the Company recognized a $1.5 million gain, in other income, upon termination of the JVA and settlement of its obligation.

Prior to the conclusion of the JVA, on April 1, 2020, FSL exercised its put option under the JVA and notified the Company that FSL intended to exit the joint venture by selling its 51% interest in AFSW to the Company. In December 2020, the Company entered into a joint venture agreement with JCP Capital Management, LLC Limited (“JCP Capital”), the controlling party with a 75% ownership interest in the joint venture as of March 31, 2023, 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. In July 2021, regulatory authorities in Japan approved GaNovation’s purchase of 100% of the interests in AFSW from Transphorm and FSL. 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. Immediately following the closing of the Purchase Agreement and other concurrent transactions between GaNovation and FSL, GaNovation owned 100% of AFSW and Transphorm held a 25% interest in GaNovation.

GaNovation (through AFSW) manufactures semiconductor products exclusively for its owners under manufacturing agreements at prices estimated to cover the cost of production. GaNovation was determined to be a variable interest entity as the equity at risk was not believed to be sufficient. GaNovation depends on its owners for any additional cash. 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 the Company is liable for other future operating costs or obligations of GaNovation. In addition, because the Company 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.

For the period from April 1, 2022 through March 31, 2023, JCP Capital was responsible for 75% of the funding obligations and losses of AFSW, while Transphorm was responsible for 25% of the funding obligations and losses of AFSW. Effective April 10, 2023, JCP Capital became responsible for 67.5% of the funding obligations and losses of AFSW, while the Company became responsible for 32.5% of the funding obligations and losses of AFSW, except that JCP Capital’s total funding obligations or investment shall not exceed $35 million and Transphorm’s total funding obligations or investment shall not exceed $12 million for the three-year period beginning August 1, 2021. As of March 31, 2023, the Company had provided $5.3 million of this $12.0 million commitment to GaNovation.

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


	GaNovation		GaNovation / AFSW (1)
	Year Ended March 31,
	2023		2022
Beginning Balance	$	143	$	(1,866)
Investment	3,320		4,526
Loss	(2,724)		(3,971)
Gain	—		1,455
Effect of exchange rate change	(24)		(1)
Ending Balance	$	715	$	143

(1) Includes transactions for AFSW during the four months ended July 30, 2021.

Summarized unaudited financial information of GaNovation and AFSW for the periods indicated are as follows (in thousands):


	GaNovation
	March 31,
	2023		2022
Current assets	$	4,572	$	4,259
Long-term assets	6,602		3,690

Other current liabilities	5,698		3,799
Due to controlling owner	2		(1)
Due to Transphorm	745		—
Net surplus	4,729		4,151

	GaNovation		GaNovation / AFSW (1)
	For the Year Ended March 31,
	2023		2022
Sales	$	13,275	9,109
Gross loss	(9,174)		(9,359)
Net loss	(10,955)		(11,967)

As of March 31, 2023, the book value of the Company’s investment in joint venture was $0.7 million, which is net of a $0.5 million basis difference originating primarily from foreign currency differences between the contributions the Company made under its funding obligations and the book value of the Company’s share of the underlying net assets and liabilities of the joint venture.

(1) Includes sales of $2.2 million, gross loss of $(3.2) million and net loss of $(4.3) million for AFSW during the four months ended July 30, 2021.

Stock-Based Compensation - Fair value assumptions (Details) - Stock options - $ / shares	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average expected life (in years)	5 years 8 months 4 days	5 years 10 months 13 days
Risk-free interest rate, minimum (as a percent)	3.24%	1.08%
Risk-free interest rate, maximum (as a percent)	3.75%	1.32%
Expected volatility, minimum (as a percent)	44.60%	42.50%
Expected volatility, maximum (as a percent)	47.20%	43.80%
Grant date fair market value (in usd per share)		$ 6.34
Dividend yield (as a percent)	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair market value (in usd per share)	$ 4.77
Grant date fair value (in usd per share)	2.21	$ 1.94
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair market value (in usd per share)	5.24
Grant date fair value (in usd per share)	$ 2.49	$ 3.32

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (30,598)	$ (10,235)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(231)	(339)
Other comprehensive loss, net of tax	(231)	(339)
Comprehensive loss	$ (30,829)	$ (10,574)

- Definition

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

+ References

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+ Details

Leases - Schedule of future minimum operating lease commitments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Apr. 01, 2022
Leases [Abstract]
2024	$ 710
2025	674
2026	659
2027	616
2028	358
Thereafter	626
Lease payments	3,643
Less: interest	(569)
Present value of lease liability	$ 3,074	$ 3,500

Revenue - Schedule of disaggregation of revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue, net	$ 16,511	$ 24,050
Commercial product and service
Disaggregation of Revenue [Line Items]
Revenue, net	14,898	12,173
Government
Disaggregation of Revenue [Line Items]
Revenue, net	1,613	3,877
Licensing
Disaggregation of Revenue [Line Items]
Revenue, net	$ 0	$ 8,000

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Intangible Assets - Estimated future amortization expense (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 296
2025	25
Net	$ 321	$ 617

Inventory (Tables)

12 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

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


	As of March 31,
	2023		2022
Raw materials	$	5,167	$	2,412
Work in process	1,719		1,865
Sub-assembly	809		1,628
Finished goods	711		425
Total	$	8,406	$	6,330

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Mar. 31, 2021		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)	52,799	52,799
Stock options exercised	$ 221		221
Restricted stock units vested (in shares)		305,982
Restricted stock units surrendered due to net share settlement to satisfy employee tax liability (in shares)		(97,249)
Restricted stock units surrendered due to net share settlement to satisfy employee tax liability	(768)		(768)
Stock warrants exercised (in shares)		95,528
Stock warrants exercised	272		272
Issuance of common stock (Note 13) (in shares)		9,370,251
Issuance of common stock (Note 13)	50,273	$ 1	50,272
Conversion of promissory note (Note 13) (in shares)		3,120,000
Conversion of promissory note (Note 13)	14,378		14,378
Stock-based compensation	2,614		2,614
Other comprehensive loss	(339)				(339)
Net loss	$ (10,235)			(10,235)
Ending balance (in shares) at Mar. 31, 2022	53,379,307	53,379,307
Ending balance at Mar. 31, 2022	$ 31,361	$ 5	211,190	(178,638)	(1,196)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	168,326	168,326
Stock options exercised	$ 710		710
Restricted stock units vested (in shares)		403,157
Restricted stock units surrendered due to net share settlement to satisfy employee tax liability (in shares)		(103,776)
Restricted stock units surrendered due to net share settlement to satisfy employee tax liability	(546)		(546)
Issuance of common stock (Note 13) (in shares)		3,199,999
Issuance of common stock (Note 13)	15,720	$ 1	15,719
Stock-based compensation	3,199		3,199
Other comprehensive loss	(231)				(231)
Net loss	$ (30,598)			(30,598)
Ending balance (in shares) at Mar. 31, 2023	57,047,013	57,047,013
Ending balance at Mar. 31, 2023	$ 19,615	$ 6	$ 230,272	$ (209,236)	$ (1,427)

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Parent and its wholly-owned subsidiaries, Transphorm Technology, TPJ, Transphorm Aizu and TJE. Upon consolidation, all significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of 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 expenses, revenue recognition, allowance for doubtful accounts, inventory reserve, and useful lives for property and equipment. Cash, Cash Equivalents and Restricted Cash 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. Restricted cash of $0.6 million as of March 31, 2023 and 2022 consists of a $0.5 million letter of credit held for purchases from a vendor in current assets and $0.1 million of long-term deposit in other assets. Foreign Currency Risk and Hedging 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 loss. 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. Changes in the value of our cash balance due to fluctuations in foreign exchange rate are presented on the consolidated statements of cash flows as effect of foreign exchange rate changes on cash, cash equivalents and restricted cash. As of March 31, 2023 and 2022, the Company had foreign cash and cash equivalents of $0.2 million and $0.1 million, respectively, which represented 1.0% and 0.2%, 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 majority of the Company’s cash, cash equivalents, and restricted cash are held with one major financial institution, which exposes the Company to credit risk in the event of default by the financial institution holding its cash. Substantially all cash amounts on deposit with major financial institutions exceed Federal Deposit Insurance Corporation insured limits. Risks associated with cash holdings in excess of insured limits are mitigated by banking with high-quality institutions. The Company’s investment policy restricts investments to high-quality investments and limits the amounts invested with any one issuer, industry or geographic area. 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 loss. Other comprehensive 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. No provision for doubtful accounts was recorded for the years ended March 31, 2023 or 2022 as substantially all of the accounts receivables were expected to be collected subsequently. Inventory Inventories are stated at the lower of cost or estimated net realizable value. Standard cost is generally computed based on actual cost on a first-in, first-out basis and is adjusted on a periodic basis. Standard cost includes the cost of raw materials, internal labor, overhead (including depreciation) and costs for foundry and packaging for offshore assembly providers. Standard cost is based on the normal utilization and yield of installed factory capacity, which are inputs that require management’s judgement in determining. Cost associated with underutilization of capacity and yield is expensed as incurred. Inventory held at consignment locations is included in our finished goods inventory. The Company performs periodic reviews of inventory items to identify excess and obsolete inventories on hand by comparing on-hand balances to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the Company, additional inventory carrying value adjustments may be required. 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 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. The Company tests for goodwill impairment annually, on March 31, 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 consolidated statements of operations. For the years ended March 31, 2023 and 2022, 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 years ended March 31, 2023 and 2022, no impairment charges were recorded related to intangible assets. Revenue Recognition The Company derives its revenues primarily through the sale and delivery of promised goods and services to distributors and end-users in various sectors such as, but not limited to, the gaming, industrial, IT, and consumer products industries. The Company disaggregates revenue based on the following contract types: •Commercial product and service contracts, including contracts for 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 and power markets, and the provision of epiwafer growth services and products to the Company’s strategic partners. •Government contracts for research and development related services and activities. •Licensing contracts, including licenses to use the Company’s patented proprietary technology. The Company follows a five-step approach for recognizing revenue, consisting of the following: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when, or as, the entity satisfies a performance obligation. 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 within one year. Commercial Product and Service Contracts Sales prices are documented in executed customer or distributor agreements and subsequent individual invoices. Performance obligations consist of the delivery of promised products or services, each of which are considered to be separate although the invoices typically do not include more than one performance obligation. For invoices with multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. Performance obligations are satisfied, and revenue is recognized when control of a good or service promised in a contract is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service at a point in time, and revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those products or services. Revenue is recognized over time if the customer receives the benefits as the Company performs services, if the customer controls the asset as it is being produced (continuous transfer of control), or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment for performance to date. The Company recognizes revenue ratably over time under the cooperation and development agreement with Yaskawa Electric Corporation (“Yaskawa”), a related party through share ownership. A portion of the Company’s products are sold through distributors. Distributors stock inventory and sell the Company’s products to their own customer base. The Company recognizes revenue upon shipment of its products to its distributors. Master supply or distributor agreements are in place with many of the Company's customers and contain terms and conditions including, but not limited to, payment, delivery, incentives and warranty. These agreements sometimes require minimum purchase commitments. If a master supply, distributor or other similar agreement is not in place with a customer, the Company considers a purchase order, which is governed by the Company’s standard terms and conditions, to be the contract governing the relationship with that customer. Pricing terms are negotiated independently on a stand-alone basis. Revenue is measured based on the amount of net consideration to which the Company expects to be entitled to receive in exchange for products or services. Government contracts Government contract revenue is principally generated under research and development contracts with agencies of the U.S. government. These contracts may include cost-plus fixed fee and fixed price terms. All payments received for work performed on contracts with agencies of the U.S. government are subject to adjustment upon audit by the Defense Contract Audit Agency. Performance obligations under government contracts are satisfied and revenue is recognized over time because the customer receives the benefits as the Company performs work, the customer controls the asset as it is being produced (continuous transfer of control), and the Company has a contractual right to payment for performance to date. Licensing contracts From time to time, the Company may enter into licensing arrangements related to its intellectual property. Revenue from licensing arrangements is recognized when earned and estimable. The timing of revenue recognition is dependent on the terms of each license agreement. Generally, the Company will recognize non-refundable upfront licensing fees related to patent licenses immediately upon receipt of the funds if the Company has no significant future obligations to perform under the arrangement. In the case that the arrangement gives rise to variable consideration in the form of milestone and royalty payments, the Company evaluates the royalties to determine if they qualify for the sales and usage-based royalty exception. In the case of the Company’s royalty arrangement with Nexperia, the Company determined 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 revenue is recognized upon the subsequent sale occurring. The variable amounts are recognized at the net consideration the Company expects to receive upon satisfaction of contractually agreed upon development targets and sales volumes. 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 $0.6 million and $0.3 million was recorded as an offset to research and development expense for the years ended March 31, 2023 and 2022, respectively. Stock-Based Compensation All share-based payments, including grants of stock options and restricted stock units (“RSUs”), are measured at the fair value of the share-based awards on the grant date and expense is 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, and the RSUs are measured using the fair market value of the stock price at grant date. 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 the following assumptions: •Expected volatility - The Company utilizes the historical volatility of representative public companies to determine its expected volatility, as the trading history of the Company’s common stock is limited. •Forfeitures - The Company adopted ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting and has elected to account for forfeitures as they occur and therefore, stock-based compensation expense has been calculated based on actual forfeitures in the statements of operations, rather than our previous approach which was net of estimated forfeitures. •Expected dividend yield - The Company has not issued any common stock dividends; therefore, a dividend yield of zero was used. •Risk-free interest rate - The Company bases the risk-free interest rate used in the Black-Scholes-Merton option pricing model on the implied yield currently available on United States Treasury zero-coupon issues with an equivalent expected term. •Expected Term - The expected term of stock options represents the period that the Company’s stock options are expected to be outstanding. The Company 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. Changes in the deemed fair value of the common stock, the underlying assumptions in the calculations, the number of options granted or the terms of such options, the treatment of tax benefits, and other changes may result in significant differences in the amounts or timing of the compensation expense recognized. Income (Loss) Per Share Basic income (loss) per share is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (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 income (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 year ended March 31, 2023, there were 7,049,192 shares, consisting of 2,909,204 stock options, 816,022 restricted stock units and 3,323,966 stock warrants, that were not included in the computation of diluted loss per share because their effect would be anti-dilutive. For the year ended March 31, 2022, there were 6,491,081 shares, consisting of 2,879,008 stock options, 954,775 restricted stock units and 2,657,298 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 fair value of the foreign currency forward and option contracts are discussed in Note 15. 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. The Company’s chief operating decision maker is the Parent’s Chief Executive Officer. Accordingly, the Company considers all of its operations to be aggregated in one reportable operating segment. For the year ended March 31, 2023 and 2022, total revenue was $16.5 million, all from U.S. operations. For the year ended March 31, 2022, total revenue was $24.1 million, of which $23.4 million was from U.S. operations and $0.7 million was from Japan operations. Accounting Standard Adopted The Company adopted ASU 2016-02, Leases (Topic 842) effective April 1, 2022, pursuant to ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities which deferred the effective date of the standard for smaller reporting companies. The standard requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability on their balance sheet for all leases, including operating leases, with a term of greater than 12 months. In July 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-11, which adds a transition option permitting entities to apply the provisions of the new standard at its adoption date instead of the earliest comparative period presented in the consolidated financial statements. Under this transition option, comparative reporting would not be required, and the provisions of the standard would be applied prospectively to leases in effect at the date of adoption. The Company elected to use the optional transition method provided by ASU 2018-11. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward its ASC 840 assessment regarding definition of a lease, lease classification, and initial direct costs. The following practical expedients were applied implementing this standard. •The Company did not reassess whether any expired or existing contracts are, or contain, leases. Additionally, the Company did not reassess for lease classifications of expired or existing leases, or initial direct costs for any existing leases. •The Company elected the short-term lease exception, which allows the Company to account for leases with a lease term of twelve months or less similar to existing operating leases. The cost of these leases is disclosed, but is not recognized in the ROU asset and lease liability balances. Consistent with ASC 842 requirements, leases that are one month or less are not included in the disclosures. Operating lease ROU assets represent the Company’s right to use the underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using incremental borrowing rate at the lease commencement date. The Company chose the practical expedients and reviewed the lease and non-lease components for any impairment or otherwise, subsequently determining that no cumulative-effect adjustment to equity was necessary as part of implementing the modified retrospective approach for its adoption of ASC 842. Operating lease expense, which is comprised of amortization of the ROU asset and the interest accreted on the lease liability, is recognized on a straight-line basis over the lease term and is recorded in lease expense in the consolidated statements of 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. Among 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. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, excluding entities eligible to be smaller reporting companies as defined by the SEC. As the Company is a smaller reporting company, the ASU is effective for fiscal years beginning after December 15, 2023. 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 - 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’s 2024 fiscal year. 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.

Concentration of Credit Risk and Significant Customers (Tables)

12 Months Ended

Mar. 31, 2023

Risks and Uncertainties [Abstract]

Schedule of Concentration of Risk

Total revenues, by percentage, from individual customers representing 10% or more of total revenues in the respective periods were as follows:


	Year Ended March 31,
	2023	2022
Customer A	16.9%	42.4%
Customer B	*	16.1%
Customer C	21.7%	19.6%
Customer D	*	*
Customer E	24.3%	*

* Less than 10% of total

Accounts receivable, by percentage, from individual customers representing 10% or more of accounts receivable are set forth in the following table:


	As of March 31,
	2023	2022
Customer A	26.2%	20.1%
Customer B	*	19.4%
Customer C	12.8%	38.8%
Customer D	10.6%	*
Customer E	38.2%	*

* Less than 10% of total

Fair Value Measurements - Derivative instruments and hedging activities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Not Designated as Hedging Instruments	$ 7
Gross Amounts of Recognized Assets and Liabilities	7
Gross Amounts Offset in the Balance Sheet	0
Net Amounts of Assets and Liabilities Presented in the Balance Sheet	$ 7	$ 0
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Prepaid expenses and other current assets

Investment in Joint Venture - Narrative (Details)		4 Months Ended	12 Months Ended
Investment in Joint Venture - Narrative (Details)	Aug. 01, 2021 JPY (¥)	Jul. 31, 2021	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($)	Aug. 01, 2021 USD ($)	Apr. 01, 2020
Variable Interest Entity [Line Items]
Term of maximum funding obligations or investment (in years)	3 years
GaNovation
Variable Interest Entity [Line Items]
Variable interest entity, amount provided				$ 5,300,000
GaNovation \| Aizu Fujitsu Semiconductor Wafer Solution Limited (AFSW)
Variable Interest Entity [Line Items]
Percentage of voting interest acquired (as a percent)					100.00%
JCP Capital
Variable Interest Entity [Line Items]
Term of maximum funding obligations or investment (in years)	3 years
JCP Capital \| GaNovation
Variable Interest Entity [Line Items]
Investment ownership (as a percent)				75.00%
Fujitsu Semiconductor Limited
Variable Interest Entity [Line Items]
Purchase of additional interest (as a percent)						51.00%
Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Ownership percentage in entity (as a percent)		49.00%
Gain upon termination of JVA and settlement of its obligation			$ 1,500,000
Maximum funding obligation or investments of reporting entity				$ 12,000,000	$ 12,000,000
Variable Interest Entity, Not Primary Beneficiary \| GaNovation
Variable Interest Entity [Line Items]
Investment in joint venture				700,000
Investment in joint venture, basis difference				$ 500,000
Variable Interest Entity, Not Primary Beneficiary \| April 1, 2022 through March 31, 2023
Variable Interest Entity [Line Items]
Funding obligations and losses (as a percent)					25.00%
Variable Interest Entity, Not Primary Beneficiary \| April 1, 2023 through March 31, 2024
Variable Interest Entity [Line Items]
Funding obligations and losses (as a percent)					32.50%
Variable Interest Entity, Not Primary Beneficiary \| GaNovation
Variable Interest Entity [Line Items]
Ownership percentage in entity (as a percent)	25.00%
Payment for acquisition \| ¥	¥ 1
Variable Interest Entity, Not Primary Beneficiary \| GaNovation \| Aizu Fujitsu Semiconductor Wafer Solution Limited (AFSW)
Variable Interest Entity [Line Items]
Ownership acquired (as a percent)	49.00%
Variable Interest Entity, Primary Beneficiary \| JCP Capital
Variable Interest Entity [Line Items]
Maximum funding obligation or investments of primary beneficiary					$ 35,000,000
Variable Interest Entity, Primary Beneficiary \| JCP Capital \| April 1, 2022 through March 31, 2023
Variable Interest Entity [Line Items]
Funding obligations and losses (as a percent)					75.00%
Variable Interest Entity, Primary Beneficiary \| JCP Capital \| April 1, 2023 through March 31, 2024
Variable Interest Entity [Line Items]
Funding obligations and losses (as a percent)					67.50%

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue, net, including related parties (Note 18)	$ 16,511	$ 24,050
Cost of goods sold	17,461	12,530
Gross (loss) profit	(950)	11,520
Operating expenses:
Research and development	8,908	6,655
Sales and marketing	5,247	3,535
General and administrative	13,672	11,226
Total operating expenses	27,827	21,416
Loss from operations	(28,777)	(9,896)
Interest expense	730	792
Loss in joint venture	2,724	3,971
Changes in fair value of promissory note	0	(605)
Other income, net	(1,633)	(3,819)
Loss before tax expense	(30,598)	(10,235)
Tax expense	0	0
Net loss	$ (30,598)	$ (10,235)
Net loss per share - basic (in usd per share)	$ (0.54)	$ (0.22)
Net loss per share - diluted (in usd per share)	$ (0.54)	$ (0.22)
Weighted average common shares outstanding - basic (in shares)	56,227,007	46,056,331
Weighted average common shares outstanding - diluted (in shares)	56,227,007	46,056,331

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Mar. 31, 2023	Jun. 20, 2023	Sep. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Mar. 31, 2023
Document Fiscal Year End Date	--03-31
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
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TGAN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 169.5
Entity Common Stock, Shares Outstanding		59,374,057
Entity Central Index Key	0001715768
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Leases

12 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

On April 1, 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842), using the optional transition method permitted by ASU No. 2018-11, Leases (Topic 842): Targeted Improvements. See Note 2 - Summary of Significant Accounting Policies.

The Company’s operating leases are real estate leases which are comprised of the Company’s headquarters and offices in the United States and internationally with remaining lease terms ranging from one to seven years as of March 31, 2023. Certain lease arrangements contain extension options and, as these extension options are generally considered reasonably certain of exercise, they are included in the lease term. As most of the Company’s leases do not provide an explicit rate, the Company utilizes a 6.0% discount rate (based on the rate provided for under the LSA with Nexperia) at the commencement date to calculate the present value of lease payments.

In determining whether a contract contains a lease, the Company assesses whether an arrangement includes a lease at contract inception. Operating lease ROU assets and liabilities are recognized at commencement date and initially measured based on the present value of lease payments over the defined lease term. The opening balances for operating lease ROU assets and lease liabilities were $3.5 million and $3.5 million, respectively, as of the adoption date of April 1, 2022. The Company did not have any finance leases at March 31, 2023.

The following table presents the Company’s ROU assets and lease liabilities as of the date indicated (in thousands):


	March 31, 2023
Operating lease ROU assets	$	3,033

Operating lease liabilities	$	404
Operating lease liabilities, net of current portion	2,670
Total operating lease liability	$	3,074

Weighted average remaining lease terms for the Company’s operating leases were 5.6 years and the weighted average discount rate for the Company's operating leases was 6.0% as of March 31, 2023. Operating lease expense and short-term lease expense were $0.7 million and $0.1 million, respectively, for the year ended March 31, 2023. Cash paid, and included in cash flows from operating activities, for amounts included in the measurement of the lease liability for the Company's operating leases was $0.7 million for the year ended March 31, 2023.

The following table presents the Company's remaining lease liabilities by maturity for the periods indicated (in thousands):


	March 31, 2023
2024	710
2025	674
2026	659
2027	616
2028	358
Thereafter	626
Lease payments	3,643
Less: interest	(569)
Present value of lease liability	$	3,074


	March 31, 2022
2023	$	681
2024	647
2025	156
Total	$	1,484

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (30,598)	$ (10,235)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for inventory	3,127	196
Depreciation and amortization	968	843
Amortization of right-of-use assets	566	0
Perpetual licensing revenue from a related party (Note 18)	0	(8,000)
Stock-based compensation	3,199	2,614
Interest cost	0	107
Gain on promissory note conversion	0	(1,222)
Gain on sale of equipment	(106)	0
Loss in joint venture	2,724	2,516
Changes in fair value of derivative instruments	(14)	0
Changes in fair value of promissory note	0	(605)
Changes in operating assets and liabilities:
Accounts receivable	(1,838)	(940)
Inventory	(5,203)	(4,303)
Prepaid expenses and other current assets	125	(518)
Other assets	(463)	11
Accounts payable, accrued expenses, and other liabilities	1,586	198
Deferred revenue	(346)	(159)
Accrued payroll and benefits	288	(239)
Operating lease liabilities	(524)	0
Net cash used in operating activities	(26,509)	(19,736)
Cash flows from investing activities:
Purchases of property and equipment	(6,936)	(595)
Proceeds from sale of equipment	111	0
Investment in joint venture	(3,321)	(4,526)
Net cash used in investing activities	(10,146)	(5,121)
Cash flows from financing activities:
Proceeds from stock option exercise	710	221
Proceeds from issuance of common stock	16,000	50,900
Cost associated with issuance of common stock	(280)	(1,127)
Payment for taxes related to net share settlement of restricted stock units	(546)	(768)
Proceeds from exercise of warrants	2,950	272
Net cash provided by financing activities	18,834	49,498
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	(87)	(206)
Net (decrease) increase in cash, cash equivalents and restricted cash	(17,908)	24,435
Cash, cash equivalents and restricted cash at beginning of year	33,935	9,500
Cash, cash equivalents and restricted cash at end of year	16,027	33,935
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents	15,527	33,435
Restricted cash	500	500
Cash, cash equivalents and restricted cash at end of period	16,027	33,935
Supplemental disclosures of cash flow information:
Interest expense paid	730	685
Supplemental non-cash investing activity:
Equipment purchases	0	250
Supplemental non-cash financing activity:
Issuance of shares in connection with a service contract	0	500
Operating lease right-of-use asset obtained in exchange for operating lease liabilities	3,598	0
Development loan reduction related to perpetual licensing revenue	0	8,000
Conversion of promissory note	$ 0	$ 15,600

Investment in Joint Venture (Tables)

12 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Investment Activities in AFSW

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


	GaNovation		GaNovation / AFSW (1)
	Year Ended March 31,
	2023		2022
Beginning Balance	$	143	$	(1,866)
Investment	3,320		4,526
Loss	(2,724)		(3,971)
Gain	—		1,455
Effect of exchange rate change	(24)		(1)
Ending Balance	$	715	$	143

(1) Includes transactions for AFSW during the four months ended July 30, 2021.

Summarized unaudited financial information of GaNovation and AFSW for the periods indicated are as follows (in thousands):


	GaNovation
	March 31,
	2023		2022
Current assets	$	4,572	$	4,259
Long-term assets	6,602		3,690

Other current liabilities	5,698		3,799
Due to controlling owner	2		(1)
Due to Transphorm	745		—
Net surplus	4,729		4,151

	GaNovation		GaNovation / AFSW (1)
	For the Year Ended March 31,
	2023		2022
Sales	$	13,275	9,109
Gross loss	(9,174)		(9,359)
Net loss	(10,955)		(11,967)

(1) Includes sales of $2.2 million, gross loss of $(3.2) million and net loss of $(4.3) million for AFSW during the four months ended July 30, 2021.

- 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

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2023	Mar. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable from related parties	$ 2.9	$ 1.2
Accounts payable and accrued expenses from related parties	$ 1.1	$ 0.9
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	750,000,000	750,000,000
Common stock, shares issued (in shares)	57,047,013	53,379,307
Common stock, shares outstanding (in shares)	57,047,013	53,379,307

Revenue

12 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue, net including related parties, disaggregated by contract type is as follows (in thousands):


	Year Ended March 31,
	2023		2022
Commercial product and service (1)	$	14,898	12,173
Government (2)	1,613		3,877
Licensing (3)	—		8,000
Revenue, net	$	16,511	$	24,050

Revenues from related parties were $8.0 million and $12.1 million for the years ended March 31, 2023 and 2022, respectively.

(1) The Company recognized service revenue under commercial product and service contracts of $2.1 million and $2.2 million for the years ended March 31, 2023 and 2022, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Property and Equipment (Tables)

12 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment as of the dates presented consists of the following (in thousands except years):


	March 31,				Estimated Useful Life (in years)
	2023		2022
Machinery and equipment	11,124		$	15,255	5
Computer equipment and software	887		872		3
Furniture and fixtures	75		179		7
Leasehold improvements (1)	5,069		4,950		7
Construction in progress	6,446		384
Property and equipment, gross	23,601		21,640
Less: accumulated depreciation and amortization	(15,711)		(19,991)
Property and equipment, net	$	7,890	$	1,649

(1) Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the related remaining lease term.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitment with a Government Agency In connection with a contract with a government agency, the Company entered into commitments to acquire equipment and services from vendors totaling $7.4 million, all of which is reimbursable. Under this contract, which expired in December 2022, the Company made total purchases of $7.4 million, all of which was reimbursed by the government agency as of March 31, 2023. During the year ended March 31, 2023, the Company made purchases of $0.2 million and remaining accounts payable to the vendors was $2 thousand as of March 31, 2023. In September 2021, the Company was awarded a $0.9 million contract with a $0.5 million option by a government agency for delivering epiwafer technology and the expiration date of the contract is in August 2023. As of March 31, 2023, the Company had billed and received $0.8 million, of which $0.6 million was during the year ended March 31, 2023. As of March 31, 2023, the $0.5 million option has not been exercised. Cooperation Agreement On December 30, 2022, and effective as of December 18, 2022, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with GaNext (Zhuhai) Technology Co., Ltd (“GaNext”). Among other things, the Cooperation Agreement calls for certain royalties including a royalty due to the Company in the event that GaNext utilizes epiwafers not provided by the Company (such royalties are based on time and volume with a minimum floor), and a royalty payable by the Company in the event the Company utilizes a certain future platform that may be developed independently by GaNext (such royalties are based on time and volume, and half the amount per wafer of the royalties GaNext would pay the Company when utilizing epiwafers not provided by the Company). As of March 31, 2023, no amounts have been billed by either party. 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. On April 5, 2022, Joel Newman, an alleged holder of the Company’s common stock, filed a complaint in the Delaware Court of Chancery derivatively against the Company’s directors and KKR Phorm Investors L.P. (“Phorm”). On July 11, 2022, the plaintiff filed an amended complaint. Among other things, the complaint alleges that the directors and Phorm (as an alleged controlling stockholder) breached their fiduciary duties, and that Phorm was unjustly enriched, because the terms of the November 5, 2021 private placement in which Phorm participated were allegedly unfairly favorable to Phorm. The directors have the right to advancement from the Company of expenses incurred defending the claims. The defendants moved to dismiss the complaint, and a hearing on the motion occurred on May 9, 2023. The Company is unable to estimate the potential loss or range of loss, if any, associated with this lawsuit. The Company is not aware of any material legal claims or assessments other than disclosed above. Although the results of litigation and claims are inherently unpredictable, management believes (in consultation with legal counsel) there was not at least a reasonable possibility that the Company had incurred a material loss with respect to any loss contingencies as of March 31, 2023 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 consolidated financial statements.

Inventory

12 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventory

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


	As of March 31,
	2023		2022
Raw materials	$	5,167	$	2,412
Work in process	1,719		1,865
Sub-assembly	809		1,628
Finished goods	711		425
Total	$	8,406	$	6,330

The Company recorded inventory write-offs of $2.8 million and $0.2 million for the years ended March 31, 2023 and 2022, respectively. The inventory write-offs in the current year resulted primarily from a decision in the current period to discontinue the evaluation of certain epiwafer inventory produced while bringing the Company’s reactors online following an internal risk assessment of using these epiwafer units in the Company’s manufacturing process, and in favor of allocating the Company’s resources to current and future epiwafer production and expansion efforts.

Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands								1 Months Ended		12 Months Ended
	Jun. 02, 2022 USD ($) $ / shares shares	Jan. 10, 2022 $ / shares shares	Jan. 05, 2022 shares	Dec. 07, 2021 USD ($) $ / shares shares	Nov. 09, 2021 USD ($) $ / shares shares	Oct. 04, 2021 $ / shares shares	Aug. 13, 2021 USD ($) $ / shares shares	Oct. 31, 2021 USD ($) shares	Apr. 30, 2021 USD ($) shares	Mar. 31, 2023 USD ($) vote shares	Mar. 31, 2022 USD ($) shares	Feb. 10, 2022 $ / shares shares	Nov. 05, 2021 $ / shares shares	Oct. 31, 2017 USD ($)
Class of Stock [Line Items]
Number of shares sold in private placement offering (in shares)									97,099
Aggregate purchase price \| $									$ 500
Term of advertising contract									1 year
Stock warrants exercised (in shares)		82,500	13,028
Exercise price (in usd per share) \| $ / shares		$ 3.30
Common stock, shares authorized (in shares)										750,000,000	750,000,000
Common stock, shares outstanding (in shares)										57,047,013	53,379,307
Common stock, shares issued (in shares)										57,047,013	53,379,307
Preferred stock, shares authorized (in shares)										5,000,000
Preferred stock, shares outstanding (in shares)										0
Preferred stock, shares issued (in shares)										0
Placement agent fees and closing expenses \| $										$ 280	$ 1,127
Number of votes per share, common stock \| vote										1
Private Placement
Class of Stock [Line Items]
Number of shares sold in private placement offering (in shares)				1,673,152	6,600,000		1,000,000
Aggregate purchase price \| $				$ 12,900	$ 33,000		$ 5,000
Exercise price (in usd per share) \| $ / shares	$ 6.00			$ 9.25	$ 6.00		$ 6.00						$ 6.00
Price per share (in usd per share) \| $ / shares				$ 7.71	$ 5.00		$ 5.00
Placement agent fees and closing expenses \| $				$ 300	$ 800		$ 22
Number of common stock issuable from warrants (in shares)	666,668			348,649	416,667		209,000						958,334
Private Placement \| Common Stock Warrants
Class of Stock [Line Items]
Exercise price (in usd per share) \| $ / shares						$ 6.00
Number of common stock issuable from warrants (in shares)						650,000
Private Placement \| Finder's Warrant
Class of Stock [Line Items]
Exercise price (in usd per share) \| $ / shares												$ 8.48
Number of common stock issuable from warrants (in shares)												20,233
Private Placement, Additional Shares Purchased
Class of Stock [Line Items]
Number of shares sold in private placement offering (in shares)	3,199,999
Aggregate purchase price \| $	$ 16,000
Price per share (in usd per share) \| $ / shares	$ 5.00
Placement agent fees and closing expenses \| $	$ 300
Yaskawa
Class of Stock [Line Items]
Number of shares issued (in shares)						3,120,000
Exercise price (in usd per share) \| $ / shares						$ 6.00
Yaskawa Note
Class of Stock [Line Items]
Unsecured subordinated convertible promissory note \| $								$ 15,600						$ 15,000
Yaskawa Note \| Yaskawa
Class of Stock [Line Items]
Number of shares issued (in shares)								3,120,000

Subsequent Events	12 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Warrant Repricing and Issuance On April 3, 2023, the Company entered into warrant exercise inducement offer letters (“Inducement Letters”) with certain holders of outstanding warrants to purchase shares of the Company’s common stock (such holders, the “Exercising Holders,” and such warrants, the “Existing Warrants”), pursuant to which the Exercising Holders agreed to exercise, for cash, Existing Warrants to purchase, in the aggregate, 1,815,848 shares of the Company’s common stock (the “Existing Warrant Shares”), in exchange for the Company’s agreement to (i) lower the exercise price of the Existing Warrants to $4.00 per share and (ii) issue new warrants (the “Inducement Warrants”) to the Exercising Holders to purchase, in the aggregate, up to 2,269,810 shares of the Company’s common stock. The Inducement Warrants have an exercise price of $5.00 per share, provide for a cashless exercise feature, and are exercisable until April 3, 2026. Certain Exercising Holders have contractually agreed to restrict their ability to exercise the Inducement Warrants issued to them if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares in excess of 9.99% of the shares of the Company’s common stock then outstanding. At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 19.99% of the shares of common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. Private Placement of Common Stock and Warrants On April 3, 2023, the Company entered into securities purchase agreements (each, a “Purchase Agreement”) with two accredited investors that are affiliated with each other (the “Purchasers”) pursuant to which the Company agreed to sell to the Purchasers in a private placement (the “Private Placement”) for an aggregate purchase price of $2.0 million (i) an aggregate of 500,000 shares (the “Shares”) of the Company’s common stock at a purchase price of $4.00 per share and (ii) warrants to purchase an aggregate of 250,001 shares of the Company’s common stock (the “Warrants”). The Warrants have an exercise price of $5.00 per share, provide for a cashless exercise feature, and are exercisable until April 3, 2026. On April 3, 2023, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to register the Shares and the shares of Common Stock issuable upon exercise of the Warrants (collectively, the “Registrable Securities”) for resale. Under the terms of the Registration Rights Agreement, the Company is obligated, subject to certain exceptions, to (i) no later than 30 days after the closing of the Private Placement, file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale or other disposition of the Registrable Securities, (ii) use its commercially reasonable efforts to cause such registration statement to become effective no later than 60 days after such registration statement is first filed with the SEC, and (iii) use its commercially reasonable efforts to keep such registration statement effective for up to three years after the date on which such registration statement is declared effective by the SEC. The registration statement was filed and declared effective within the time period required by the Registration Rights Agreement. The Company received total aggregate gross proceeds of approximately $9.3 million (before deducting legal costs of $0.4 million) from the exercise of the Existing Warrants by the Exercising Holders and from the Purchasers in the private placement. Revolving Loan Repayment On April 4, 2023, the Company paid to Nexperia the revolving loan of $12.2 million, consisting of an outstanding principal amount of $12.0 million plus accrued but unpaid interest of $0.2 million. See Note 11 - Debt. Performer Agreement On May 17, 2023, the Company entered into a Performer Agreement (the “Agreement”) with the National Security Technology Accelerator (“NSTXL”), pursuant to which the Company has agreed to develop and manufacture advanced GaN epiwafer materials in accordance with statements of work, and in support of an agreement between NSTXL and the U.S. Government. Under the Agreement, the Company may receive up to $15.2 million in funding from NSTXL, payable in installments based on achievement of project milestones. The Agreement is incrementally funded with $7.5 million in funding committed as of the execution date of the Agreement, subject to the completion of project milestones. The Agreement has an initial expiration date of December 9, 2024, which may be extended in the event the U.S. Government exercises its option to provide future funding commitments to the Company that may total up to $7.7 million. Rights Offering On June 16, 2023, the Company issued a press release announcing that the independent Financing Committee of the Company’s board of directors has approved a subscription rights offering intended to raise up to $15 million (the “Rights Offering”) and has fixed the close of business (5:00 p.m. Eastern Daylight Time) on June 26, 2023 as the record date for the Rights Offering. The Rights Offering will be made through the distribution to all holders of record of the Company’s common stock as of the record date of non-transferable subscription rights to purchase a fraction of a share of the Company’s common stock, at a ratio to be determined, for every one right held at a subscription price to be determined prior to the commencement of the rights offering.