Basic Stats
| CIK | 1788999 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Xperi Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 7, 2025 |
Exhibit 10.1 GLOBAL XPERI INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“RSUs” or “Restricted Stock Units”) representing a right |
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| August 7, 2025 |
EXHIBIT 10.2 GLOBAL XPERI INC. 2022 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of performance-based restricted stock units (“R |
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| August 7, 2025 |
Certain information has been excluded from this exhibit because it (i) is not material and (ii) is the type of information the registrant customarily and actually treats as private or confidential. |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| August 7, 2025 |
Amended and Restated Bylaws of Xperi Inc. (as amended and restated on August 6, 2024). Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF XPERI INC. (as amended and restated on August 6, 2024) TABLE OF CONTENTS ARTICLE I. CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 1 2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES 2 2.6 ADVANCE NOTICE |
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| August 6, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Xperi Inc. Announces Second Quarter 2025 Results Reached 3.7 Million TiVo One Monthly Active Users and Signed Ninth TiVo OS TV Partner IPTV Subscriber Households Grew Over 30 Percent Year-over-Year AutoStage Footprint Grew 70 Percent Year-over-Year and Now Exceeds 12 Million Vehicles San Jose, Calif. (August 6, 2025) – Xperi Inc. (NYSE: XPER) (the “Company” or “X |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 06, 2025 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 28, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Xperi Inc. Announces Preliminary Second Quarter 2025 Results and Provides Outlook Update Adjusted EBITDA of $15 million on $106 million of Revenue $10 million of Positive Operating Cash Flow and $5 million of Free Cash Flow in the Quarter Due to Macroeconomic Uncertainty Reduces Annual Outlook On Track to Exceed 2025 Growth Goals for Active Users and Devices San |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 8, 2025 |
Certain information has been excluded from this exhibit because it (i) is not material and (ii) is the type of information the registrant customarily and actually treats as private or confidential. |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| May 8, 2025 |
Amended and Restated Bylaws of Xperi Inc. (as amended and restated on August 6, 2024). Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF XPERI INC. (as amended and restated on August 6, 2024) TABLE OF CONTENTS ARTICLE I. CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 1 2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES 2 2.6 ADVANCE NOTICE |
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| May 7, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 07, 2025 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 7, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Xperi Inc. Announces First Quarter 2025 Results Achieved 2.5 million TiVo One Monthly Active Users Year-over-Year Adjusted EBITDA Growth of 200% San Jose, Calif. (May 7, 2025) – Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”), an entertainment technology company that invents, develops, and delivers technologies that enable extraordinary experiences, today anno |
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| April 28, 2025 |
FORM 8-K Item 5.07. Submission of Matters to a Vote of Security Holders. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defin |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confide |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| February 27, 2025 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the common stock and preferred stock of Xperi Inc. (the “Company”) is not complete and is qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation, as amended from time to time (the “certificate of incorporation”) and amended and restated bylaws, as amended from time to time (the |
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| February 27, 2025 |
Exhibit 19.1 TRADES IN SECURITIES BY DIRECTORS, OFFICERS AND COMPANY PERSONNEL AND TREATMENT OF CONFIDENTIAL INFORMATION (ALSO KNOWN AS THE “INSIDER TRADING POLICY”) ADOPTED AS OF FEBRUARY 25, 2025 I. PURPOSE Strict laws and regulations in the United States and other countries prohibit the trading of securities based on material non-public information (also known as “insider trading”). In the Unit |
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| February 27, 2025 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Xperi Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 2022 Equity Incentive Plan Equity Comm |
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| February 27, 2025 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHERJURISDICTION OF INCORPORATION DLLNI Limited United Kingdom DTS, Inc. Delaware DTS International Services GmbH Germany DTS Licensing Limited Ireland iBiquityDigital Corporation Delaware Rovi Product Corporation Delaware TiVo Platform Technologies LLC Delaware TiVo Poland Sp. z o.o. Poland TiVo Tech Private Limited India Veveo LLC Delawa |
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| February 27, 2025 |
As filed with the Securities and Exchange Commission on February 27, 2025 As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 26, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Xperi Inc. Announces Fourth Quarter and Full Year 2024 Results Sharp TVs with TiVo OS Have Launched in U.S. Market Achieved Video-Over-Broadband (IPTV) footprint of 2.6 million subscriber households and DTS AutoStage footprint of 10 million vehicles Doubled Year-over-Year Adjusted EBITDA San Jose, Calif. (February 26, 2025) – Xperi Inc. (NYSE: XPER) (the “Company |
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| February 26, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 21, 2025 |
Exhibit 10.1 RECEIVABLES FINANCING AGREEMENT Dated as of February 21, 2025 by and among XPERI SPV LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, XPERI INC., as Servicer, and PNC CAPITAL MARKETS LLC, as Structuring Agent 777387928 25783263 Table of Contents Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Certain Defined T |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2025 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 21, 2025 |
Exhibit 10.2 SALE AND CONTRIBUTION AGREEMENT Dated as of February 21, 2025 among EACH OF THE PERSONS FROM TIME TO TIME PARTY HERETO, as Originators, XPERI INC., as Servicer, and XPERI SPV LLC, as Buyer ARTICLE I SALES AND CONTRIBUTIONS 2 SECTION 1.1 Agreement to Sell and Contribute 2 SECTION 1.2 Timing of Sales and Contributions 3 SECTION 1.3 Consideration for Purchases 3 SECTION 1.4 Sale and Cont |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| November 7, 2024 |
Certain information has been excluded from this exhibit because it (i) is not material and (ii) is the type of information the registrant customarily and actually treats as private or confidential. |
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| November 7, 2024 |
Amended and Restated Employment and Severance Agreement, dated effective as of November 6, 2024. Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENT This Amended and Restated Employment and Severance Agreement (“Agreement”) is made by and between Xperi Inc., a Delaware corporation (the “Company”), and Jon Kirchner (“Executive”), effective as of November 6, 2024 (such date, the “Effective Date”). For purposes of this Agreement (other than Section 1(c) below), the “Company” sha |
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| November 7, 2024 |
Amended and Restated Bylaws of Xperi Inc. (as amended and restated on August 6, 2024). Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF XPERI INC. (as amended and restated on August 6, 2024) TABLE OF CONTENTS ARTICLE I. CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 1 2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES 2 2.6 ADVANCE NOTICE |
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| November 6, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Xperi Inc. Announces Third Quarter 2024 Results Approaching One Million Activated TiVo OS Smart TVs; On Track to Achieve Year-End Goal of Two Million Smart TVs Awarded DTS AutoStage Video Win with a Japanese Car Company Exceeded Year-End Target of 2.4M Video over Broadband Subscriber Households Closed Perceive Asset Sale for Gross Proceeds of $80 Million in Cash |
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| November 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 06, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| October 3, 2024 |
XPERI INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 XPERI INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On October 2, 2024 (the “Closing Date”), Xperi Inc. (the “Company” or “Xperi”) completed the sale of substantially all of the assets and certain liabilities of its subsidiary, Perceive Corporation (“Seller”), of which the Company owns approximately 76.2% of the equity interests, to Amazon.com Services LLC (“Bu |
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| October 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 02, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 16, 2024 |
Regulation FD Disclosure, Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Xperi Inc. (Exact name of registrant as specified in its charter) Delaware 001-41486 84-4470363 (State or other Jurisdiction of incorporation) (Commission File Number) |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| August 8, 2024 |
Amended and Restated Bylaws of Xperi Inc. (as amended and restated on August 6, 2024). Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF XPERI INC. (as amended and restated on August 6, 2024) TABLE OF CONTENTS ARTICLE I. CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 1 2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES 2 2.6 ADVANCE NOTICE |
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| August 5, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Xperi Inc. Announces Second Quarter 2024 Results Signed Seventh TV Partner to Integrate TiVo OS into Their Smart TV Line-up Expands TiVo Broadband with the Signing of Three New Operators San Jose, Calif. (August 5, 2024) – Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”), an entertainment technology company that invents, develops, and delivers technologies that |
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| August 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| June 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Xperi Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98423J101 (CUSIP Number) Rubric Capital Management |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 10, 2024 |
Exhibit 99.1 Xperi Announces Appointment of Two New Independent Directors Jeremi Gorman and Roderick Randall Have Expertise in Content Monetization, Digital Media, Automotive Technology and Capital Allocation Board Expands to Seven Directors SAN JOSE, Calif., June 10, 2024 - Xperi Inc. (NYSE: XPER) (the "Company" or "Xperi"), an entertainment technology company that invents, develops and delivers |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 31, 2024 |
SC 13D/A 1 sc13da31371500605312024.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Xperi Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title |
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| May 31, 2024 |
Amended and Restated Bylaws of Xperi Inc., dated as of May 29, 2024. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF XPERI INC. (as amended and restated on May 29, 2024) TABLE OF CONTENTS ARTICLE I. CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES 2 2.6 ADVANCE NOTICE OF |
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| May 31, 2024 |
EX-99.1 2 ex991to13da13715006053124.htm JOINT FILING AGREEMENT, DATED MAY 31, 2024 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, pa |
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| May 31, 2024 |
Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 07:09 PM 05/29/2024 FILED 07:09 PM 05/29/2024 SR 20242597021 - File Number 7378903 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XPERI INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Xperi Inc. (the “Corporation”), a corporation organized and e |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Conf |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| May 16, 2024 |
Exhibit 1 May 16, 2024 Dear Fellow Stockholder, Xperi Inc.’s (“Xperi” or the “Company”) 2024 Annual Meeting of Stockholders (the “Annual Meeting”) scheduled to be held on May 24, 2024 is fast approaching. In just a few short days, stockholders will cast a vote in favor of one of the following paths forward for the Company: A. Renewed accountability and alignment on the Xperi Board of Directors (th |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confi |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confi |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| May 8, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Xperi Inc. Announces First Quarter 2024 Results Additional Japanese Global Brand to Launch TVs Powered by TiVo Ahead of UEFA Euro 2024 Video-over-Broadband (IPTV) Surpasses Two Million Subscribers San Jose, Calif. (May 8, 2024) – Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”), an entertainment technology company that invents, develops, and delivers technologi |
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| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| May 8, 2024 |
Exhibit 1 May 8, 2024 Dear Fellow Stockholder: Rubric Capital Management LP (“Rubric”) manages funds and accounts which collectively own approximately 9. |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 29, 2024 |
EXHIBIT 1 - INVESTOR PRESENTATION ACCOUNTABILITY, ALIGNMENT, AND ACTION AT XPERI APRIL 2024STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. Legal Disclaimer 2 The materials contained herein (the “Materials”) represent the opinions of Rubric Capital Management LP and the other participants named in its proxy solicitation (collectively, “Rubric” or “we”) and are based on publicly available information with respect to Xperi Inc. (the “Co |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confide |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confi |
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| April 17, 2024 |
April 17, 2024 Dear Fellow Stockholder: At Xperi Inc.’s (“Xperi” or the “Company”) upcoming 2024 Annual Meeting of Stockholders, which is scheduled to be held on May 24, 2024, you will be presented with a choice: maintain the status quo of underperformance by voting for an incumbent Board of Directors (the “Board”) which has overseen years of stockholder value destruction, or elect to the Board tw |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confide |
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| April 16, 2024 |
VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549-6010 April 16, 2024 Attention: Brian Soares Christina Chalk Re: Xperi Inc. PRER14A Filed April 10, 2024 File No. 001-41486 Dear Mr. Soares and Ms. Chalk: We respectfully set forth below our responses to the comments of the staff of the Securit |
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| April 10, 2024 |
VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549-6010 April 10, 2024 Attention: Brian Soares Christina Chalk Re: Xperi Inc. PREC14A Filed March 25, 2024 File No. 001-41486 Dear Mr. Soares and Ms. Chalk: We respectfully set forth below our responses to the comments of the staff of the Securit |
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| April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confide |
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| April 8, 2024 |
Letter from PricewaterhouseCoopers LLP dated April 8, 2024. Exhibit 16.1 April 8, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Xperi Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Xperi Inc. dated April 2 2024. We agree with the statements concerning our Firm contained therein. Very |
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| April 8, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 02, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defin |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defin |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide |
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| March 1, 2024 |
Amendment One to Separation and Distribution Agreement by and between Adeia Inc. and Xperi Inc. [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. |
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| March 1, 2024 |
Policy for Recovery of Erroneously Awarded Incentive Compensation. Exhibit 97.1 Policy for RECOVERY OF ERRONEOUSLY AWARDED Incentive Compensation Adopted Effective as of October 2, 2023 1. INTRODUCTION Xperi Inc. (the “Company”) is adopting this policy (this “Policy”) effective as of October 2, 2023 (the “Effective Date”). This Policy is administered, interpreted and construed by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (th |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| March 1, 2024 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT (As of December 31, 2023) NAME STATE OR OTHERJURISDICTION OF INCORPORATION DLLNI Limited United Kingdom DTS, Inc. Delaware DTS International Services GmbH Germany DTS Licensing Limited Ireland FotoNationLimited Ireland FotoNationRomania S.R.L. Romania Gemstar Development LLC California Gemstar-TVGuide Interactive, LLC Delaware iBiquityDigital Corporation |
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| March 1, 2024 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the material terms of the common stock and preferred stock of Xperi Inc. (the “Company”) is not complete and is qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation and amended and restated bylaws, which are attached as Exhibits 3.1 and 3.2, respectively, to this Annual Report |
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| February 28, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Xperi Inc. Announces Fourth Quarter and Full Year 2023 Results Signs Additional Smart TV OEM to Integrate TiVo OS; Vestel Now Shipping to UK and Germany Completes Divestiture of AutoSense, Enhancing Focus and Improving Profitability Initiates Formal Process to Evaluate Strategic Alternatives for Perceive San Jose, Calif. (February 28, 2024) – Xperi Inc. (NYSE: XP |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Xperi Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98423J101 (CUSIP Number) Rubric Capital Management |
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| February 14, 2024 |
SC 13D/A 1 sc13da11371500602142024.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Xperi Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title |
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| February 14, 2024 |
XPER / Xperi Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 Xperi Inc (Name of Issuer) Common Stock (Title of Class of Securities) 98423J101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: T |
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| February 14, 2024 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2024 in connection with their beneficial ownership of Xperi Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any |
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| February 14, 2024 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 13, 2024 |
XPER / Xperi Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02317-xperiinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Xperi Inc Title of Class of Securities: Common Stock CUSIP Number: 98423J101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursua |
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| February 12, 2024 |
XPER / Xperi Inc. / Neuberger Berman Group LLC Passive Investment SC 13G/A 1 formsc13ga-02122024070225.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Xperi Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98423J101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 23, 2024 |
XPER / Xperi Inc. / Rubric Capital Management LP - THE SCHEDULE 13D Activist Investment SC 13D 1 sc13d1371500601232024.htm THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Xperi Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) |
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| January 23, 2024 |
EX-99.2 3 ex992to13d1371500601232024.htm POWERS OF ATTORNEY Exhibit 99.2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints David Rosen the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Xperi Inc., a |
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| January 23, 2024 |
JOINT FILING AND SOLICITATION AGREEMENT EX-99.1 2 ex991to13d1371500601232024.htm JOINT FILING AND SOLICITATION AGREEMENT, DATED JANUARY 22, 2024 Exhibit 99.1 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Xperi Inc., a Delaware corporation (the “Company”); and WHEREAS, Rubric Capital Management LP and David Rosen (collectively, “Rubric Capital”), and Deborah S. Conr |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| December 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| December 13, 2023 |
Exhibit 99.1 Xperi Inc. Announces Definitive Agreement to Sell its AutoSense and Imaging Business to Tobii AB Sale Streamlines Business and Enhances Strategic Focus on Entertainment SAN JOSE, Calif. (December 12, 2023) – Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”), an entertainment technology company that invents, develops, and delivers technologies that enable extraordinary experiences, to |
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| November 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 13, 2023 |
Amended and Restated Xperi Inc. 2022 Employee Stock Purchase Plan. Exhibit 10.1 XPERI INC. AMENDED & RESTATED 2022 EMPLOYEE STOCK PURCHASE PLAN Xperi Inc., a Delaware corporation, originally adopted this Amended & Restated Xperi Inc. 2022 Employee Stock Purchase Plan, effective as of the Effective Date (as defined herein). This Plan was amended and restated effective as of September 27, 2023 (the “A&R Effective Date”). 1. Purpose. The purposes of the Plan are as |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| November 13, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Xperi Inc. Announces Third Quarter 2023 Results Vestel Now Shipping TVs with TiVo OS Xperi Signs Fourth Smart TV OEM BMW Cars with DTS AutoStage Video Service in Showrooms and on the Road San Jose, Calif. (November 13, 2023) – Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”), an entertainment technology company that invents, develops, and delivers technologies |
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| October 11, 2023 |
Three Months Ended September 30, www.xperi.com October 11, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Attn: Joyce Sweeney Christine Dietz Re: Xperi Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 6, 2023 File No. 001-41486 Ladies and Gentlemen: This letter responds to the follow-up letter of the staff of the Un |
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| September 19, 2023 |
www.xperi.com September 19, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Attn: Joyce Sweeney Christine Dietz Re: Xperi Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 6, 2023 File No. 001-41486 Ladies and Gentlemen: This letter responds to the letter of the staff of the United Sta |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| August 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 09, 2023 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 9, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI inc. Announces second Quarter 2023 Results Strategic Momentum Continues with Additional Wins for TiVo OS and Connected Car San Jose, Calif. (August 9, 2023) – Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”), an entertainment technology company that invents, develops, and delivers technologies that enable extraordinary experiences, today announced second |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| May 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2023 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 9, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI inc. Announces First Quarter 2023 Results Second Top-Ten Smart TV OEM to Support TiVo Operating System Awarded Major Design Win for DTS AutoStage In-Vehicle Infotainment Platform San Jose, Calif. (May 9, 2023) – Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”), an entertainment technology company that invents, develops, and delivers technologies that enab |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 21, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Xperi Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per sh |
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| March 21, 2023 |
As filed with the Securities and Exchange Commission on March 21, 2023 As filed with the Securities and Exchange Commission on March 21, 2023 Registration No. |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defin |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defin |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 6, 2023 |
[CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. |
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| March 6, 2023 |
Amendment One to Separation and Distribution Agreement by and between Adeia Inc. and Xperi Inc. [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| March 6, 2023 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the material terms of the common stock and preferred stock of Xperi Inc. (the “Company”) is not complete and is qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation and amended and restated bylaws, which are attached as Exhibits 3.1 and 3.2, respectively, to this Annual Report |
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| March 6, 2023 |
Form of 2022 Restricted Stock Unit Award Agreement of Xperi Inc. GLOBAL XPERI INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“RSUs” or “Restricted Stock Units”) representing a right to receive a |
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| March 6, 2023 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHERJURISDICTION OF INCORPORATION DLLNI Limited United Kingdom DTS, Inc. Delaware DTS International Services GmbH Germany DTS Licensing Limited Ireland FotoNationLimited Ireland FotoNationRomania S.R.L. Romania Gemstar Development LLC California Gemstar-TVGuide Interactive, LLC Delaware iBiquityDigital Corporation Delaware Perceive Corpora |
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| March 6, 2023 |
Form of 2022 Performance-Based Restricted Stock Unit Award Agreement of Xperi Inc. GLOBAL XPERI INC. 2022 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of performance-based restricted stock units (“RSUs”) represe |
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| February 21, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI inc. Announces Fourth Quarter and Full Year 2022 Results Strong financial performance in first quarter as an independent company Awarded first design win for TiVo’s video platform in Connected Car San Jose, Calif. (February 21, 2023) – Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”), an entertainment technology company that invents, develops, and deliver |
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| February 21, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 14, 2023 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d436217dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2023 in connection with their beneficial ownership of Xperi Inc.. Each of Columbia Seligman Technology and Information Fund and Columbia Management Investment Advisers, LLC authorizes Ameripris |
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| February 14, 2023 |
US98423J1016 / Xperi Inc / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A 1 d436217dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Xperi Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98423J101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 14, 2023 |
EX-99.I 2 d436217dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 10, 2023 |
US98423J1016 / Xperi Inc / Rubric Capital Management LP - SC 13G Passive Investment SC 13G 1 tm235947d7sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xperi Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98423J101 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to desig |
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| February 10, 2023 |
US98423J1016 / Xperi Inc / Neuberger Berman Group LLC - NONE Passive Investment SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Xperi Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98423J101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 9, 2023 |
US98423J1016 / Xperi Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02283-xperiinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Xperi Inc. Title of Class of Securities: Common Stock CUSIP Number: 98423J101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursu |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 01, 2023 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41486 XPERI INC. |
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| November 10, 2022 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d413900dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated November 10, 2022 in connection with their beneficial ownership of Xperi Inc. Each of Columbia Seligman Technology and Information Fund and Columbia Management Investment Advisers, LLC authorizes Ameriprise |
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| November 10, 2022 |
VANGUARD GROUP INC - SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Xperi Inc. Title of Class of Securities: Common Stock CUSIP Number: 98423J101 Date of Event Which Requires Filing of this Statement: October 31, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1(b) ??Rule 13d-1(c) |
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| November 10, 2022 |
Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| November 10, 2022 |
AMERIPRISE FINANCIAL INC - SC 13G SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Xperi Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98423J101 (CUSIP Number) October 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Schedule is |
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| November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2022 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 8, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI inc. announces THIRD quarter 2022 Results Continued momentum in strategic growth initiatives Reiterates FY 2022 guidance San Jose, Calif. (November 8, 2022) ? Xperi Inc. (NYSE: XPER) (the ?Company? or ?Xperi?) today announced financial results for the third quarter ended September 30, 2022. These results are reported on a carve-out basis for the Xperi produ |
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| October 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 Xperi Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41486 83-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| October 6, 2022 |
Xperi Inc. Completes its Spin-Off to Become an Independent Public Company Exhibit 99.1 Xperi Inc. Completes its Spin-Off to Become an Independent Public Company ? Xperi?s growth strategy in media platforms is leveraged by its strategically built core portfolio of iconic brands ? Commemorates first day as a public company by ringing the opening bell at the NYSE San Jose, Calif., October 3, 2022 ? Xperi Inc. (NYSE: XPER) (the ?Company? or ?Xperi?) celebrates its first day |
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| October 6, 2022 |
Transition Services Agreement by and between Adeia Inc. and Xperi Inc., dated October 1, 2022. Exhibit 10.4 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] TRANSITION SERVICES AGREEMENT by and between ADEIA INC. and XPERI INC. Dated October 1, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II TRANSITION SERVICE |
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| October 6, 2022 |
EX-2.1 2 d346290dex21.htm EX-2.1 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of October 1, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 27 Section 1.3 Effective Time; Suspension 28 ARTICLE II THE SEPARATION Section 2.1 General 28 Section 2.2 Transfer of Asset |
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| October 6, 2022 |
EX-3.2 4 d346290dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF XPERI INC. (as amended and restated on October 1, 2022) TABLE OF CONTENTS Page ARTICLE I. CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5 ADVANCE NOTICE OF STO |
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| October 6, 2022 |
EX-3.1 3 d346290dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XPERI INC. Xperi Inc., organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The Corporation was formed on April 17, 2019 as an LLC named TiVo Product HoldCo LLC and converted to a corporation on August 8, 2022 under the name TiVo Product Ho |
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| October 6, 2022 |
Data Sharing Agreement by and between Adeia Inc. and Xperi Inc, dated October 1, 2022. Exhibit 10.5 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] DATA SHARING AGREEMENT by and between ADEIA INC. and XPERI INC. Dated October 1, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II SCOPE AND APPLICATION Sec |
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| October 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2022 Xperi Inc. (Exact name of registrant as specified in its charter) Delaware 001-41486 84-4470363 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| October 6, 2022 |
Employee Matters Agreement by and between Adeia Inc. and Xperi Inc., dated October 1, 2022. Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT by and among ADEIA INC. and XPERI INC. dated as of October 1, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 1 Section 1.2 References; Interpretation 7 ARTICLE II GENERAL PRINCIPLES Section 2.1 Nature of Liabilities 7 Section 2.2 Transfers of Employees Generally 7 Section 2.3 Assumption and Retention of Liabilities G |
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| October 6, 2022 |
Tax Matters Agreement by and between Adeia Inc. and Xperi Inc., dated October 1, 2022. Exhibit 10.1 TAX MATTERS AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of October 1, 2022 TABLE OF CONTENTS Page Section 1. Definition of Terms 2 Section 2. Allocation of Tax Liabilities 9 Section 2.01 General Rule 9 Section 2.02 Tax Year Ends 9 Section 3. Preparation and Filing of Tax Returns 10 Section 3.01 General 10 Section 3.02 Responsibility for Preparation and Filing 10 Sectio |
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| October 6, 2022 |
Cross Business License Agreement by and between Adeia Inc. and Xperi Inc., dated October 1, 2022. Exhibit 10.3 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] CROSS BUSINESS LICENSE AGREEMENT BETWEEN XPERI INC. AND ADEIA INC. ADEIA MEDIA LLC ADEIA MEDIA HOLDINGS LLC EFFECTIVE AS OF OCTOBER 1, 2022 SCHEDULES SCHEDULE 1 Additional License Terms SCHEDUL |
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| October 3, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Xperi Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share Oth |
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| October 3, 2022 |
As filed with the Securities and Exchange Commission on October 3, 2022 S-8 1 xperiinc.2022eip-espp.htm S-8 As filed with the Securities and Exchange Commission on October 3, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XPERI INC. (Exact name of Registrant as specified in its charter) Delaware 83-4470363 (State or other jurisdiction of incorporation o |
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| September 20, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2022 Xperi Inc. (Exact name of registrant as specified in its charter) Delaware 001-41486 84-4470363 (State or other jurisdiction of incorporation) (Commission File Numb |
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| September 15, 2022 |
September 15, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Xperi Inc. Registration Statement on Form 10 File No. 001-41486 Ladies and Gentleman: Xperi Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date for the Registration Statement on Form 10 (File No. 001-41486) |
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| September 14, 2022 |
As filed with the Securities and Exchange Commission on September 14, 2022 File No. |
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| September 14, 2022 |
Information Statement of Xperi Inc., preliminary and subject to completion, dated September 14, 2022 Table of Contents Exhibit 99.1 Dear Xperi Stockholder: We are pleased to deliver to you this information statement to inform you that on August 25, 2022, the board of directors of Xperi Holding Corporation (?Xperi?) approved the distribution of all the then issued and outstanding shares of common stock of Xperi Inc. (?Xperi Inc.?), a wholly owned subsidiary of Xperi, to Xperi stockholders. At the |
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| September 12, 2022 |
As filed with the Securities and Exchange Commission on September 12, 2022 As filed with the Securities and Exchange Commission on September 12, 2022 File No. |
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| September 12, 2022 |
Information Statement of Xperi Inc., preliminary and subject to completion, dated September 12, 2022 Table of Contents Exhibit 99.1 Dear Xperi Stockholder: We are pleased to deliver to you this information statement to inform you that on August 25, 2022, the board of directors of Xperi Holding Corporation (?Xperi?) approved the distribution of all the then issued and outstanding shares of common stock of Xperi Inc. (?Xperi Inc.?), a wholly owned subsidiary of Xperi, to Xperi stockholders. At the |
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| September 7, 2022 |
Information Statement of Xperi Inc., preliminary and subject to completion, dated September 7, 2022 Table of Contents Exhibit 99.1 Dear Xperi Stockholder: We are pleased to deliver to you this information statement to inform you that on August 25, 2022, the board of directors of Xperi Holding Corporation (?Xperi?) approved the distribution of all the then issued and outstanding shares of common stock of Xperi Inc. (?Xperi Inc.?), a wholly owned subsidiary of Xperi, to Xperi stockholders. At the |
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| September 7, 2022 |
525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 - TEL: (650) 470-4500 FAX: (650) 470-4570 www.skadden.com FIRM/AFFILIATE OFFICES - BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON - BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO September 7, 2022 VIA |
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| September 7, 2022 |
As filed with the Securities and Exchange Commission on September 7, 2022 10-12B/A 1 d235980d1012ba.htm 10-12B/A As filed with the Securities and Exchange Commission on September 7, 2022 File No. 001-41486 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Xperi Inc. (Exact name of registrant as specified i |
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| August 26, 2022 |
Information Statement of Xperi Inc., preliminary and subject to completion, dated August 26, 2022 Table of Contents Exhibit 99.1 Dear Xperi Stockholder: We are pleased to deliver to you this information statement to inform you that on August 25, 2022, the board of directors of Xperi Holding Corporation (?Xperi?) approved the distribution of all the then issued and outstanding shares of common stock of Xperi Inc. (?Xperi Inc.?), a wholly owned subsidiary of Xperi, to Xperi stockholders. At the |
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| August 26, 2022 |
EX-10.7 11 d235980dex107.htm EX-10.7 Exhibit 10.7 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS. IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNDER CIRCUMSTANCES THAT WOULD RESULT IN A VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR SUCH OTHER LAWS. TiVo Product Holdco LLC FORM OF SENIOR UNSECURED |
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| August 26, 2022 |
Form of Notice of Internet Availability of Information Statement Materials Exhibit 99.5 Important Notice Regarding the Availability of Materials XPERI HOLDING CORPORATION You are receiving this communication because you hold securities in Xperi Holding Corporation (?Xperi?). Xperi previously announced that it intends to separate its product business from the remaining intellectual property licensing business. Xperi Inc. (?Xperi Inc.?) is the parent company for Xperi?s pr |
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| August 26, 2022 |
Exhibit 10.15 XPERI INC. 2022 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock |
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| August 26, 2022 |
EX-10.11 15 d235980dex1011.htm EX-10.11 Exhibit 10.11 Execution Copy EMPLOYMENT AND SEVERANCE AGREEMENT This Employment and Severance Agreement (“Agreement”) is made by and between Xperi Corporation, a Delaware corporation (the “Company”), and Jon Kirchner (“Executive”), effective as of April 28, 2017 (such date, the “Effective Date”). For purposes of this Agreement (other than Section 1(c) below) |
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| August 26, 2022 |
Form of Performance-Based Restricted Stock Unit Award Agreement of Xperi Inc. EX-10.14 18 d235980dex1014.htm EX-10.14 Exhibit 10.14 GLOBAL XPERI INC. 2022 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of per |
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| August 26, 2022 |
TiVo Product Combined Financial Statements for the year ended December 31, 2019 Exhibit 99.3 INDEX TO COMBINED FINANCIAL STATEMENTS Combined Financial Statements PAGE Report of Independent Registered Public Accounting Firm F-2 Combined Balance Sheet F-3 Combined Statement of Operations F-4 Combined Statement of Comprehensive Loss F-5 Combined Statement of Equity F-6 Combined Statement of Cash Flows F-7 Notes to Combined Financial Statements F-8 F-1 Report of Independent Regis |
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| August 26, 2022 |
Form of Transition Services Agreement by and between Xperi Holding Corporation and Xperi Inc.# Exhibit 10.5 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] TRANSITION SERVICES AGREEMENT by and between ADEIA INC. and XPERI INC. Dated [?] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II TRANSITION SERVICES Section 2. |
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| August 26, 2022 |
EX-3.1 3 d235980dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XPERI INC. Xperi Inc., organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The Corporation was formed on April 17, 2019 as an LLC named TiVo Product HoldCo LLC and converted to a corporation on August 8, 2022 under the name TiVo Product Ho |
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| August 26, 2022 |
Exhibit 10.8 FORM OF SEVERANCE AGREEMENT This Severance Agreement (?Agreement?) is made by XXX and between Xperi Inc., a Delaware corporation (the ?Company?), effective as of XXX, 20XX (such date, the ?Effective Date?). For purposes of this Agreement, the ?Company? shall mean the Company and its subsidiaries. The parties agree as follows: 1. Definitions. For purposes of this Agreement, the followi |
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| August 26, 2022 |
Form of Employee Matters Agreement by and between Xperi Holding Corporation and EX-10.2 6 d235980dex102.htm EX-10.2 Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT by and among XPERI HOLDING CORPORATION and XPERI INC. dated as of [•], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 1 Section 1.2 References; Interpretation 6 ARTICLE II GENERAL PRINCIPLES Section 2.1 Nature of Liabilities 7 Section 2.2 Transfers of Employees Generally 7 Section |
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| August 26, 2022 |
CORRESP 1 filename1.htm August 26, 2022 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www.skadden.com FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO VIA EDGAR D |
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| August 26, 2022 |
As filed with the Securities and Exchange Commission on August 26, 2022 As filed with the Securities and Exchange Commission on August 26, 2022 File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Xperi Inc. (Exact name of registrant as specified in its charter) Delaware 83-4470363 (State or other jurisdiction of inc |
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| August 26, 2022 |
Form of Tax Matters Agreement by and between Xperi Holding Corporation and Xperi Inc. Exhibit 10.1 TAX MATTERS AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of [?] TABLE OF CONTENTS Page Section 1. Definition of Terms 2 Section 2. Allocation of Tax Liabilities 9 Section 2.01 General Rule 9 Section 2.02 Tax Year Ends 10 Section 3. Preparation and Filing of Tax Returns 10 Section 3.01 General 10 Section 3.02 Responsibility for Preparation and Filing 10 Section 3.03 Tax |
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| August 26, 2022 |
Form of Restricted Stock Unit Award Agreement of Xperi Inc. EX-10.12 16 d235980dex1012.htm EX-10.12 Exhibit 10.12 GLOBAL XPERI INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“RSUs” or “Rest |
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| August 26, 2022 |
Form of Cross Business License Agreement by and between Xperi Holding Corporation and Xperi Inc.# Exhibit 10.3 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] CROSS BUSINESS LICENSE AGREEMENT BETWEEN XPERI INC. AND ADEIA INC. ADEIA MEDIA LLC ADEIA MEDIA HOLDINGS LLC EFFECTIVE AS OF [?] CONFIDENTIAL SCHEDULES SCHEDULE 1 Additional License Terms SCHEDU |
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| August 26, 2022 |
EX-10.4 8 d235980dex104.htm EX-10.4 Exhibit 10.4 FORM OF XPERI INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is made as of , 20 by and between Xperi Inc., a Delaware corporation (the “Company”), and [NAME] (the “Indemnitee”). RECITALS The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key emp |
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| August 26, 2022 |
Exhibit 10.9 FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (?Agreement?) is made by XXX and between Xperi Inc., a Delaware corporation (the ?Company?), and (?Executive?), effective as of XXX, 20XX (such date, the ?Effective Date?). For purposes of this Agreement (other than Section 1(c) below), the ?Company? shall mean the Company and its subsidiaries. Th |
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| August 26, 2022 |
List of Subsidiaries of Xperi Inc. EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OF INCORPORATION DLLNI Limited United Kingdom DTS, Inc. Delaware DTS International Services GmbH Germany DTS Licensing Limited Ireland FotoNation Limited Ireland FotoNation Romania S.R.L. Romania Gemstar Development LLC California Gemstar-TV Guide Interactive, LLC Delaware iBiquity Digital Corporation Delaware Per |
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| August 26, 2022 |
EX-2.1 2 d235980dex21.htm EX-2.1 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of [•] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 27 Section 1.3 Effective Time; Suspension 28 ARTICLE II THE SEPARATION Section 2.1 General 28 Section 2.2 Transfer of Assets and Liabil |
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| August 26, 2022 |
EX-99.4 25 d235980dex994.htm EX-99.4 Table of Contents Exhibit 99.4 INDEX TO FINANCIAL STATEMENTS Condensed Combined Financial Statements (Unaudited) PAGE Condensed Combined Balance Sheets F-2 Condensed Combined Statements of Operations F-3 Condensed Combined Statements of Comprehensive Loss F-4 Condensed Combined Statements of Equity F-5 Condensed Combined Statements of Cash Flows F-6 Notes to Co |
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| August 26, 2022 |
Exhibit 99.2 INDEX TO COMBINED FINANCIAL STATEMENTS Audited Combined Financial Statements Page Number Report of Independent Registered Public Accounting Firm F-2 Combined Statements of Operations F-3 Combined Statements of Comprehensive Loss F-4 Combined Balance Sheets F-5 Combined Statements of Cash Flows F-6 Combined Statements of Equity F-7 Notes to Combined Financial Statements F-8 Unaudited C |
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| August 26, 2022 |
Exhibit 10.13 UNITED STATES XPERI INC. 2022 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Xperi Inc., a Delaware corporation (the ?Company?), pursuant to its 2022 Equity Incentive Plan (the ?Plan?), hereby grants to the holder listed below (?Participant?), an option to purchase the number of shares of the Company?s Common Stock (?Shares?) set forth below (the ?Option?) |
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| August 26, 2022 |
EX-10.10 14 d235980dex1010.htm EX-10.10 Exhibit 10.10 AMENDMENT TO EMPLOYMENT AND SEVERANCE AGREEMENT This AMENDMENT TO EMPLOYMENT AND SEVERANCE AGREEMENT (“Amendment”), is made by and between Xperi Holding Corporation, a Delaware corporation (“Company”), and Jon Kirchner (“Executive”) (collectively the “Parties”), effective as of September 29, 2020 (“Effective Date”). WHEREAS, Executive and Xperi |
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| August 26, 2022 |
Form of Data Sharing Agreement by and between Adeia Inc. and Xperi Inc.# Exhibit 10.6 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] DATA SHARING AGREEMENT by and between ADEIA INC. and XPERI INC. Dated [?] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II SCOPE AND APPLICATION Section 2.1 Sco |
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| August 26, 2022 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF XPERI INC. (as amended and restated on [?], 2022) TABLE OF CONTENTS Page ARTICLE I. CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS? MEETINGS 2 2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES 2 2.6 ADVANCE NOTICE |
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| August 26, 2022 |
EX-10.16 20 d235980dex1016.htm EX-10.16 Exhibit 10.16 XPERI INC. 2022 EMPLOYEE STOCK PURCHASE PLAN Xperi Inc., a Delaware corporation, hereby adopts this Xperi Inc. 2022 Employee Stock Purchase Plan, effective as of the Effective Date (as defined herein). 1. Purpose. The purposes of the Plan are as follows: (a) To assist employees of the Company and its Designated Subsidiaries (as defined below) i |
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| August 5, 2022 |
Exhibit 99.4 INDEX TO FINANCIAL STATEMENTS Condensed Combined Financial Statements (Unaudited) PAGE Condensed Combined Balance Sheets 2 Condensed Combined Statements of Operations 3 Condensed Combined Statements of Comprehensive Loss 4 Condensed Combined Statements of Equity 5 Condensed Combined Statements of Cash Flows 6 Notes to Condensed Combined Financial Statements 7 1 TiVo Product HoldCo, In |
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| August 5, 2022 |
As submitted confidentially with the U.S. Securities and Exchange Commission on August 5, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM 10 GENERAL FORM FOR REGISTRATI |
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| August 5, 2022 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 DRSLTR 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 FIRM/AFFILIATE OFFICES —————— BOSTON CHICAGO HOUSTON TEL: (650) 470-4500 FAX: (650) 470-4570 www.skadden.com LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON —————— BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI August 5, 2022 SINGAPORE TOKYO TORONTO |
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| August 5, 2022 |
Important Notice Regarding the Availability of Materials Exhibit 99.5 Important Notice Regarding the Availability of Materials XPERI HOLDING CORPORATION You are receiving this communication because you hold securities in Xperi Holding Corporation (?Xperi?). Xperi previously announced that it intends to separate its product business from the remaining intellectual property licensing business. Xperi Inc. (?Xperi Inc.?) is the parent company for Xperi?s pr |
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| August 5, 2022 |
Table of Contents Exhibit 99.1 Dear Xperi Stockholder: We are pleased to deliver to you this information statement to inform you that on , the board of directors of Xperi Holding Corporation (?Xperi?) approved the distribution of all the then issued and outstanding shares of common stock of [Xperi Product] (?[Xperi Product]?), a wholly owned subsidiary of Xperi, to Xperi stockholders. At the time |
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| August 5, 2022 |
TiVo Product Holdco LLC FORM OF SENIOR UNSECURED PROMISSORY NOTE US$50,000,000 July 1, 2022 Exhibit 10.7 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS. IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNDER CIRCUMSTANCES THAT WOULD RESULT IN A VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR SUCH OTHER LAWS. TiVo Product Holdco LLC FORM OF SENIOR UNSECURED PROMISSORY NOTE US$50,000,000 July 1, |
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| August 5, 2022 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OF INCORPORATION DLLNI Limited United Kingdom DTS, Inc. Delaware DTS International Services GmbH Germany DTS Licensing Limited Ireland FotoNation Limited Ireland FotoNation Romania S.R.L. Romania Gemstar Development LLC California Gemstar-TV Guide Interactive, LLC Delaware iBiquity Digital Corporation Delaware Perceive Co |
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| August 5, 2022 |
TRANSITION SERVICES AGREEMENT by and between ADEIA INC. XPERI INC. Dated [•] EX-10.5 4 filename4.htm Exhibit 10.5 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] TRANSITION SERVICES AGREEMENT by and between ADEIA INC. and XPERI INC. Dated [•] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II TRANSI |
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| August 5, 2022 |
DATA SHARING AGREEMENT by and between ADEIA INC. XPERI INC. Dated [•] Exhibit 10.6 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] DATA SHARING AGREEMENT by and between ADEIA INC. and XPERI INC. Dated [?] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II SCOPE AND APPLICATION Section 2.1 Sco |
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| August 5, 2022 |
Exhibit 99.2 INDEX TO COMBINED FINANCIAL STATEMENTS Page Number Audited Combined Financial Statements Report of Independent Registered Public Accounting Firm F-2 Combined Statements of Operations F-3 Combined Statements of Comprehensive Loss F-4 Combined Balance Sheets F-5 Combined Statements of Cash Flows F-6 Combined Statements of Equity F-7 Notes to Combined Financial Statements F-8 Unaudited C |
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| August 5, 2022 |
Exhibit 99.3 INDEX TO FINANCIAL STATEMENTS Combined Financial Statements PAGE Report of Independent Registered Public Accounting Firm 2 Combined Balance Sheets 3 Combined Statements of Operations 4 Combined Statements of Comprehensive Loss 5 Combined Statements of Equity 6 Combined Statements of Cash Flows 7 Notes to Combined Financial Statements 8 1 Report of Independent Registered Public Account |
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| August 5, 2022 |
EX-10.3 3 filename3.htm Exhibit 10.3 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] CROSS BUSINESS LICENSE AGREEMENT BETWEEN XPERI INC. AND ADEIA INC. ADEIA MEDIA LLC ADEIA MEDIA HOLDINGS LLC EFFECTIVE AS OF [•] CONFIDENTIAL SCHEDULES SCHEDULE 1 Additio |
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| August 5, 2022 |
EMPLOYEE MATTERS AGREEMENT by and among XPERI HOLDING CORPORATION XPERI INC. dated as of [•], 2022 Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT by and among XPERI HOLDING CORPORATION and XPERI INC. dated as of [?], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 1 Section 1.2 References; Interpretation 6 ARTICLE II GENERAL PRINCIPLES Section 2.1 Nature of Liabilities 7 Section 2.2 Transfers of Employees Generally 7 Section 2.3 Assumption and Retention of Liab |
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| July 13, 2022 |
TRANSITION SERVICES AGREEMENT by and between ADEIA INC. XPERI INC. Dated [•] EX-10.5 Exhibit 10.5 [CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.] TRANSITION SERVICES AGREEMENT by and between ADEIA INC. and XPERI INC. Dated [•] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II TRANSITION SERVICES Section 2.1 Transition Servic |
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| July 13, 2022 |
As submitted confidentially with the U.S. Securities and Exchange Commission on July 12, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM 10 GENERAL FORM FOR REGISTRATIO |
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| July 13, 2022 |
Exhibit 99.3 INDEX TO FINANCIAL STATEMENTS Combined Financial Statements PAGE Report of Independent Registered Public Accounting Firm 2 Combined Balance Sheets 3 Combined Statements of Operations 4 Combined Statements of Comprehensive Loss 5 Combined Statements of Equity 6 Combined Statements of Cash Flows 7 Notes to Combined Financial Statements 8 1 Report of Independent Registered Public Account |
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| July 13, 2022 |
EX-99.2 6 filename6.htm Exhibit 99.2 INDEX TO COMBINED FINANCIAL STATEMENTS Page Number Audited Combined Financial Statements Report of Independent Registered Public Accounting Firm F-2 Combined Statements of Operations F-3 Combined Statements of Comprehensive Loss F-4 Combined Balance Sheets F-5 Combined Statements of Cash Flows F-6 Combined Statements of Equity F-7 Notes to Combined Financial St |
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| July 13, 2022 |
Table of Contents Exhibit 99.1 Dear Xperi Stockholder: We are pleased to deliver to you this information statement to inform you that on , the board of directors of Xperi Holding Corporation (?Xperi?) approved the distribution of all the then issued and outstanding shares of common stock of [Xperi Product] (?[Xperi Product]?), a wholly owned subsidiary of Xperi, to Xperi stockholders. At the time |
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| July 13, 2022 |
TAX MATTERS AGREEMENT by and between ADEIA INC. XPERI INC. Dated as of [•] EX-10.1 3 filename3.htm Exhibit 10.1 TAX MATTERS AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of [•] TABLE OF CONTENTS Page Section 1. Definition of Terms 2 Section 2. Allocation of Tax Liabilities 9 Section 2.01 General Rule 9 Section 2.02 Tax Year Ends 10 Section 3. Preparation and Filing of Tax Returns 10 Section 3.01 General 10 Section 3.02 Responsibility for Preparation and Fil |
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| July 13, 2022 |
Exhibit 99.4 INDEX TO FINANCIAL STATEMENTS Condensed Combined Financial Statements (Unaudited) PAGE Condensed Combined Balance Sheets 2 Condensed Combined Statements of Operations 3 Condensed Combined Statements of Comprehensive Loss 4 Condensed Combined Statements of Equity 5 Condensed Combined Statements of Cash Flows 6 Notes to Condensed Combined Financial Statements 7 1 TiVo Product HoldCo, In |
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| July 13, 2022 |
SEPARATION AND DISTRIBUTION AGREEMENT by and between ADEIA INC. XPERI INC. Dated as of [•] Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of [?] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 27 Section 1.3 Effective Time; Suspension 28 ARTICLE II THE SEPARATION Section 2.1 General 28 Section 2.2 Transfer of Assets and Liabilities 28 Section 2.3 Intercompany |
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| July 12, 2022 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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| May 12, 2022 |
Table of Contents Exhibit 99.1 Dear Xperi Stockholder: We are pleased to deliver to you this information statement to inform you that on , the board of directors of Xperi Holding Corporation (?Xperi?) approved the distribution of all the then issued and outstanding shares of common stock of [Xperi Product] (?[Xperi Product]?), a wholly owned subsidiary of Xperi, to Xperi stockholders. At the time |
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| May 12, 2022 |
As submitted confidentially with the U.S. Securities and Exchange Commission on May 11, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION |
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| May 12, 2022 |
EX-99.2 3 filename3.htm Exhibit 99.2 INDEX TO COMBINED FINANCIAL STATEMENTS Page Number Combined Financial Statements Report of Independent Registered Public Accounting Firm F-2 Combined Statements of Operations F-3 Combined Statements of Comprehensive Loss F-4 Combined Balance Sheets F-5 Combined Statements of Cash Flows F-6 Combined Statements of Equity F-7 Notes to Combined Financial Statements |
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| May 11, 2022 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 - TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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| December 22, 2021 |
Exhibit 99.3 INDEX TO FINANCIAL STATEMENTS Combined Financial Statements PAGE Report of Independent Registered Public Accounting Firm 2 Combined Balance Sheets 3 Combined Statements of Operations 4 Combined Statements of Comprehensive Loss 5 Combined Statements of Equity 6 Combined Statements of Cash Flows 7 Notes to Combined Financial Statements 8 1 Report of Independent Registered Public Account |
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| December 22, 2021 |
Exhibit 99.4 INDEX TO FINANCIAL STATEMENTS Condensed Combined Financial Statements (Unaudited) PAGE Condensed Combined Balance Sheets 2 Condensed Combined Statements of Operations 3 Condensed Combined Statements of Comprehensive Loss 4 Condensed Combined Statements of Equity 5 Condensed Combined Statements of Cash Flows 6 Notes to Condensed Combined Financial Statements 7 1 TiVo Product HoldCo, In |
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| December 22, 2021 |
As submitted confidentially with the U.S. Securities and Exchange Commission on December 21, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTR |
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| December 22, 2021 |
Exhibit 99.2 INDEX TO COMBINED FINANCIAL STATEMENTS Page Number Combined Financial Statements Report of Independent Registered Public Accounting Firm F-1 Combined Statements of Operations F-2 Combined Statements of Comprehensive Loss F-3 Combined Balance Sheets F-4 Combined Statements of Cash Flows F-5 Combined Statements of Equity F-6 Notes to Combined Financial Statements F-7 F-1 Report of Indep |
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| December 22, 2021 |
EX-99.1 2 filename2.htm Table of Contents Exhibit 99.1 Dear Xperi Stockholder: We are pleased to deliver to you this information statement to inform you that on , the board of directors of Xperi Holding Corporation (“Xperi”) approved the distribution of all the then issued and outstanding shares of common stock of [Xperi Product] (“[Xperi Product]”), a wholly owned subsidiary of Xperi, to Xperi st |
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| December 21, 2021 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 FIRM/AFFILIATE OFFICES —————— BOSTON CHICAGO HOUSTON TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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| October 12, 2021 |
EX-99.3 4 filename4.htm Exhibit 99.3 INDEX TO FINANCIAL STATEMENTS Combined Financial Statements PAGE Report of Independent Registered Public Accounting Firm 2 Combined Balance Sheets 3 Combined Statements of Operations 4 Combined Statements of Comprehensive Loss 5 Combined Statements of Equity 6 Combined Statements of Cash Flows 7 Notes to Combined Financial Statements 8 1 Report of Independent R |
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| October 12, 2021 |
EX-99.1 2 filename2.htm Table of Contents Exhibit 99.1 Dear Xperi Stockholder: We are pleased to deliver to you this information statement to inform you that on , the board of directors of Xperi Holding Corporation (“Xperi”) approved the distribution of all the then issued and outstanding shares of common stock of [Xperi Product] (“[Xperi Product]”), a wholly owned subsidiary of Xperi, to Xperi st |
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| October 12, 2021 |
EX-99.4 5 filename5.htm Exhibit 99.4 INDEX TO FINANCIAL STATEMENTS Condensed Combined Financial Statements (Unaudited) PAGE Condensed Combined Balance Sheets 2 Condensed Combined Statements of Operations 3 Condensed Combined Statements of Comprehensive Loss 4 Condensed Combined Statements of Equity 5 Condensed Combined Statements of Cash Flows 6 Notes to Condensed Combined Financial Statements 7 1 |
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| October 12, 2021 |
EX-99.2 3 filename3.htm Exhibit 99.2 INDEX TO COMBINED FINANCIAL STATEMENTS Page Number Combined Financial Statements Report of Independent Registered Public Accounting Firm F-1 Combined Statements of Operations F-2 Combined Statements of Comprehensive Loss F-3 Combined Balance Sheets F-4 Combined Statements of Cash Flows F-5 Combined Statements of Equity F-6 Notes to Combined Financial Statements |
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| October 12, 2021 |
As submitted confidentially with the U.S. Securities and Exchange Commission on October 12, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES |
