Item 1.01
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Entry into a Material Definitive Agreement.
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On February 17, 2021, MoSys, Inc. (the Company) entered into a placement agency agreement with A.G.P./Alliance Global Partners (the
Placement Agent) and a securities purchase agreement with certain purchasers for the purchase and sale of shares of the Companys common stock, par value $0.001 per share, in an offering of securities registered under an effective
registration statement filed with the Securities and Exchange Commission (the SEC) pursuant to the Securities Act of 1933, as amended (SEC File No. 333-250936). In the offering, the Company
sold 1,487,601 shares of common stock, at a price of $5.00 per share (the Offering).
The Offering is expected to close on or about
February 19, 2021, subject to the satisfaction of customary closing conditions.
For a period of 90 days after the closing date of the sale of the
shares of common stock, the provisions of the securities purchase agreement generally prohibit the Company from issuing or agreeing to issue shares of common stock or common stock equivalents other than under equity compensation plans, outstanding
rights to acquire common stock or common stock equivalents, or in connection with certain mergers or strategic transactions.
The placement agency
agreement provides that the Company will indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Placement Agent agreed to use reasonable best efforts to arrange for the sale
of the shares of common stock being issued and sold in the Offering. The Placement Agent will be paid a total cash fee at the closing of the Offering equal to 7% of the gross cash proceeds received by the Company from the sale of the shares of
common stock in the Offering. In addition, the Company has agreed to reimburse the Placement Agent for certain out-of-pocket expenses incurred in connection with the
Offering, not to exceed $40,000.
The foregoing summaries of the Offering and the securities to be issued in connection therewith, do not purport to be
complete and are qualified in their entirety by reference to the registration statement and to the securities purchase agreement and the placement agency agreement, which agreements are attached exhibits, and are incorporated by reference in
response to this Item 1.01.
On February 17, 2021, the Company issued a press release to announce the Offering. A copy of the press release is
attached as Exhibit 99.1.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties,
such as statements related to the anticipated closing and the amount and use of proceeds expected from the Offering. The risks and uncertainties involved include the Companys financial and liquidity position, capital needs and resources,
impact of COVID-19, and other risks detailed from time to time in the Companys periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking
statements, which are based on the Companys current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or
update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.