SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
EMCORE Corporation
(Name of Issuer)
Common Stock with no par value
(Title of Class of Securities)
290846203
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
245 Meriwether Circle
Alta, WY 83414
(307) 733-2284
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
May 2, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.
| CUSIP No. 290846203 | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Cannell Capital LLC I.R.S. Identification Nos. of above persons (entities only) 94-3366999 |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
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| 3 |
SEC USE ONLY |
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| 4 |
SOURCE OF FUNDS (see instructions) WC/OO |
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| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ |
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| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER* 3,720,303 |
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| 8 |
SHARED VOTING POWER 0 |
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| 9 |
SOLE DISPOSITIVE POWER* 3,720,303 |
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| 10 |
SHARED DISPOSITIVE POWER 0 |
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,720,303 |
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| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions) |
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| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.98%* |
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| 14 |
TYPE OF REPORTING PERSON IA |
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* Based on information set forth on the 10-Q of EMCORE Corporation, (the “Company”, “Registrant”, or “LEE”) as filed with the Securities and Exchange Commission on February 9, 2022, there were 37,277,592 shares of Common Stock with no par value (the “Shares”) of the Company issued and outstanding as of February 7, 2022.
As of May 2, 2022 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), Tonga Partners, L.P. (“Tonga”) and sundry separately-managed accounts (“Cannell SMAs”) (collectively, the “Investment Vehicles”), over which J. Carlo Cannell has investment discretion held in the aggregate 3,720,303 Shares.
Cannell Capital LLC acts as the investment adviser to Tonga, Tristan, Tristan Offshore and the SMAs. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.
| CUSIP No. 290846203 | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) J. Carlo Cannell |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
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| 3 |
SEC USE ONLY |
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| 4 |
SOURCE OF FUNDS (see instructions) WC/OO |
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| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ |
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| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER* 3,720,303 |
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| 8 |
SHARED VOTING POWER 0 |
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| 9 |
SOLE DISPOSITIVE POWER* 3,720,303 |
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| 10 |
SHARED DISPOSITIVE POWER 0 |
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,720,303 |
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| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions) |
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| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.98%* |
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| 14 |
TYPE OF REPORTING PERSON IN |
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* Based on information set forth on the Form 10-Q of Company as filed with the Securities and Exchange Commission on February 9, 2022, there were 37,277,592 shares of Common Stock with no par value (the “Shares”) of Company issued and outstanding as of February 7, 2022.
As of May 2, 2022 the Investment Vehicles held in the aggregate 3,720,303 Shares.
| CUSIP No. 290846203 | Page 4 of 8 Pages |
Cannell Capital LLC acts as the investment adviser to Tristan, and Tristan Offshore and the investment advisor to sundry separately-managed accounts. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.
| Item 1. Security and Issuer | |||||||||||
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The title of the class of equity securities to which this Schedule 13D relates is
the Common Stock with no par value of EMCORE Corporation,
a Delaware corporation. The address of the principal executive offices of the Company is 2015 W. Chesnut Street, Alhambra, CA 91803. |
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| Item 2. Identity and Background | |||||||||||
| a) |
The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC and investment adviser to the following entities: Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Tonga Partners, L.P. Separately-Managed Accounts Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person. |
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| b) |
The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414 |
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| c) |
The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities. |
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| d) |
Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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| e) |
Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
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| f) |
The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company. |
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| Item 3. Source and Amount of Funds or Other Consideration | |||||||||||
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The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows: Tristan Partners, L.P.: $6,746,466 Tristan Offshore Fund, Ltd.: $2,918,137 Tonga Partners, L.P.: $4,235,110 Separately-Managed Accounts: $4,399,841 The Investment Vehicles have invested an aggregate amount of approximately $18,299,554 in the Shares. |
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| CUSIP No. 290846203 | Page 5 of 8 Pages |
| Item 4. Purpose of Transaction | |||||||||||
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| Item 5. Interest in Securities of the Issuer | |||||||||||
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Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on February 9, 2022, there were 37,277,592 Common Shares issued and outstanding as of February 7, 2022. (a) As of May 2, 2022, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 3,720,303 Shares, or approximately 9.98% of the Shares deemed issued and outstanding as of the Reporting Date. (b) Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles. (c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles) and which were not previously disclosed in a prior Amendment. |
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| Entity | Date | Quantity | Price Per Share |
Form Of Transaction |
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| Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer | |||||||||||
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| Item 7. Material to Be Filed as Exhibits | |||||||||||
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| CUSIP No. 290846203 | Page 6 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 2, 2022
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Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
| CUSIP No. 290846203 | Page 7 of 8 Pages |
Annex "A"
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES
The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:
| J. Carlo Cannell | |
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Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
| Cannell Capital LLC | |
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Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
| Tristan Partners, L.P. | |
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Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
| Tonga Partners, L.P. | |
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Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
| Tristan Offshore Fund, Ltd. | |
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Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2) |
| CUSIP No. 290846203 | Page 8 of 8 Pages |
Annex "B"
Agreement Regarding the Joint Filing of Schedule 13D
| 1) | Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them; |
| 2) | Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
Dated: May 2, 2022
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By: /s/ J. Carlo Cannell Name: J. Carlo Cannell |
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Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
Cannell Capital LLC
245 Meriwether Circle
Alta, WY 83414
☏ Tel (307) 733-2284 📠 Fax (307) 264-0600
✉ info@cannellcap.com
May 2, 2022
Stephen L. Domenik
EMCORE Corporation (“EMKR”)
2015 W. Chestnut Street
Alhambra, CA 91803
Dear Stephen,
As pointed out in my April 11, 2022, letter, between June 25, 2021 and April 8, 2022 EMKR stock has declined (“64%”) versus a 6% gain for the S&P 500. My letter contained facts which, when presented in totem to a reasonable person, such person would likely conclude that much of the reason for the dramatic underperformance rests upon the miscues of management and, by association, the Board of Directors (“BOD”).
We do not think we are alone in being concerned about EMKR. The Russo-Ukrainian conflict has improved the prospects of defense concerns. President Biden has proposed a 4% increase in defense spending for fiscal year 2023. Should Republicans gain control of the Congress this fall — as we think they will — they will increase the defense budget even further. The SPDR S&P Aerospace & Defense ETF (“BOD”) is up 8% in the first quarter of 2022 versus EMKR which is down (“35%”), however.
On April 11, 2022, Cannell Capital LLC (“CC”) filed its Schedule 13D with the Securities and Exchange Commission. On April 14, 2022, CC reached out to you to enjoy a constructive dialogue on the contents of our Schedule 13D and the replacement of certain members of the BOD. On April 17, 2022, you replied that while you would consider some of our suggestions, our company does "not have any current plans to change the composition of the Board of Directors" and that you personally "currently plan to continue to serve on the Board and will be eligible for re-election at the annual meeting of shareholders to be held in 2023."
In my April 11 letter I invited EMKR to propose three nominees to join the Board, and I would do the same. Here are CC’s three suggestions:
1.Ralph E. Faison 1 , 2. Don Carlos Bell III 2 , and 3. Charles M. Gillman 3 Again, we suggest that we collaborate on selecting two mutually acceptable board members from a pool of six. (We continue to believe you are the best person with whom to collaborate, but we acknowledge and respect your preference for not engaging with shareholders — even with us, your largest owner. With that in mind, please designate an independent board member with whom we can collaborate and who shares a more conventional understanding of duty of service to owners)4. On what date would the independent board member whom you designate to fill in for you be available to enjoy a video call with this owner?Sincerely,
/s/J. Carlo Cannell
Managing Member
Bruce Grooms
Noel Heiks
Rex S. Jackson
1 Ralph E. Faison has served as Chairman of Arlo Technologies, Inc. since August 2018. Faison previously served on the Board of Directors of NETGEAR since August 2003. Faison served as the President and CEO and member of the Board of Directors of Pulse Electronics Corporation from January 2011 to July 2014, including Chairman of the Board from March 2011 to July 2014. From February 2003 to December 2007, he served as CEO of Andrew Corporation.
2 Don Carlos Bell III was the CEO of magicJack from 2017-2018. From 2014 to 2017 he was a Director of Wireless Telecom Group. He also served as Director of TeleCommunication Systems, Inc. its 2016 sale to Comtech Telecommunications for $431 million, serving as Chairman of the Special Committee that led the sale. From 2012 through its 2014 go-private sale to a financial sponsor for $165 million, Bell was a Director of NTS, Inc. and a member of the Special Committee that led the sale.
3 Charles M. Gillman graduated from the Wharton School Summa Cum Laude in 1992. He currently serves on the Board of Directors of Solitron Devices, Inc. He has served on several public company boards including Datawatch Corporation, which was later sold and PMFG, Inc. which was also sold. Gillman was a critical shareholder representative in the shareholder activism that led to the sales of Envivio, Inc. and TeleCommunication Systems, Inc.
4 You have repeatedly referred us to Tom Minichiello, but Mr. Minichiello is neither comfortable answering our questions, nor making decisions on your behalf since he is neither on the Board nor independent.