MoSys, Inc. (NASDAQ:MOSY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Public Alms of Securities
On October 2, 2018,MoSys, Inc., (the “Company”)entered into a acclimation bureau acceding with Roth Capital Partners, LLC and The Benchmark Aggregation (the “Placement Agents”) and balance acquirement agreements with assertive purchasers for the acquirement and auction of accepted units consisting of one allotment of accepted banal and a accreditation to acquirement one allotment of accepted banal (“common banal warrant”), and pre-funded units consisting of a pre-funded accreditation to acquirement one allotment of accepted banal and a accepted banal warrant, in an alms of balance registered beneath an able allotment account filed with the Balance and Exchange Commission (“SEC”) to the Balance Act of 1933, as adapted (SEC File No. 333-225193). In the offering, the Aggregation awash 36.9 actor units, consisting of 8.1 actor accepted units, at a bulk to the accessible of $0.30 per unit, and 28.8 actor pre-funded units, at a bulk to the accessible of $0.30 per unit.
The accepted banal warrants are anon exercisable at an exercise bulk of $0.30 per allotment (subject to adjustment). If, at any time while the accepted banal warrants are outstanding, the Aggregation sells or grants any advantage to purchase, or sells or grants any appropriate to reprice, or contrarily actuate of or affair (or advertise any offer, sale, admission or any advantage to acquirement or added disposition) any accepted banal or accepted banal equivalents, at an able bulk per allotment that is beneath than the exercise bulk again in effect, the applicative exercise bulk shall be reduced,but not below$0.12 per allotment (subject to acclimation for about-face and advanced banal splits, recapitalizations and agnate transactions).The exercise bulk acclimation accoutrement of the accepted banal warrants do not administer to assertive accustomed advance of business transactions, such as awards of disinterestedness balance to advisers of the Company, and conversions or contest of currently outstanding balance ahead issued by the Company.
The alms is accepted to aing on or about October 4, 2018, accountable to the achievement of accepted closing conditions.
For a aeon of 120 canicule afterwards the closing date of the auction of the units, the accoutrement of the balance acquirement acceding about prohibit the Aggregation from arising or accordant to affair shares of accepted banal or accepted banal equivalents added than beneath disinterestedness advantage plans, outstanding rights to access accepted banal or accepted banal equivalents, or in affiliation with assertive acquisitions or cardinal transactions.
The co-placement bureau acceding provides that the Aggregation will atone the Acclimation Agents adjoin assertive liabilities, including liabilities beneath the Balance Act of 1933, as amended. The Acclimation Agents agreed to use reasonable best efforts to align for the auction of the units actuality issued and awash in the Offering. The Acclimation Agents will be paid a absolute banknote fee at the closing of the alms according to 6.5% of the gross banknote gain accustomed by the Aggregation from the auction of the units in the Offering, excluding gain from the auction of units purchased by holders of 10% Senior Secured Convertible Notes issued by the Company. In
addition, the Aggregation has agreed to balance the Acclimation Agents for assertive abroad costs incurred in affiliation with the offering, not to beat $80,000.
The aloft summaries of the alms and the balance to be issued in affiliation therewith, do not acceptation to be complete and are able in their absoluteness by advertence to the allotment account and to the balance acquirement agreement, the co-placement bureau agreement, the anatomy of pre-funded accreditation and the anatomy of accepted banal warrant, which agreements are absorbed exhibits, and are congenital by advertence in acknowledgment to this Item 1.01.
On October 2, 2018, the Aggregation issued a columnist absolution to advertise the offering.A archetype of the columnist absolution is absorbed as display 99.1, in fractional acknowledgment to this Item 1.01.
Amendment to Senior Secured Convertible Notes
Effective October 2, 2018, the Aggregation adapted the 10% Senior Secured Convertible Note Acquirement Agreement, anachronous March 14, 2016, to which the Aggregation originally issued $8,000,000 arch bulk of 10% Senior Secured Convertible Notes initially due August 15, 2018 (the “Notes”) and anniversary of the Notes, to Amendment No. 2 to 10% Senior Secured Convertible Note Acquirement Acceding and Every 10% Senior Secured Convertible Note Due August 15, 2018 Issued Thereunder (“Amendment No. 2”) by and amid the Aggregation and the purchasers’ abettor and the holders of the Notes. Amendment No. 2 implemented the agreement set alternating in the Memorandum of Understanding for Modification of 10% Senior Secured Convertible Notes anachronous September 13, 2018, declared in the Company’s Current Report on Anatomy 8-K filed with the SEC on September 17, 2018. Amendment No. 2 continued the ability date of the Notes to August 15, 2023, and bargain the about-face bulk of the Notes from $4.25 per allotment to $0.5717 per share.
In accordance with the MOU, the Aggregation acclimated $7.4 actor of the gain from its accessible alms of balance (described aloft in this Item 1.01) to accord a allocation of the Notes.The Aggregation issued to Ingalls a absolute of 12.3 actor units, consisting of both accepted units and pre-funded units. A archetype of Amendment No. 2 is absorbed hereto as Display 10.30, which is congenital by advertence in acknowledgment to this Item 1.01.
Item 1.01 Financial Statements and Exhibits.
MoSys, Inc. ExhibitEX-1.1 2 mosy-ex11_11.htm EX-1.1 – CO-PLACEMENT AGENCY AGREEMENT mosy-ex11_11.htm Display 1.1 CO-PLACEMENT AGENCY AGREEMENT October 2,…To appearance the abounding display bang hereAbout MoSys, Inc. (NASDAQ:MOSY) MoSys, Inc. (MoSys), calm with its subsidiaries, is a fabless semiconductor aggregation focused on the development and auction of chip circuits (ICs) for the accelerated networking, communications, accumulator and accretion markets. The Aggregation has developed about two IC artefact curve beneath the Bandwidth Engine and LineSpeed artefact names. Bandwidth Engine ICs accommodate its 1T-SRAM high-density anchored anamnesis with its chip macro action technology and a consecutive interface agreement consistent in a caked anamnesis IC band-aid optimized for transaction performance. The LineSpeed IC artefact band consists of non-memory, accelerated serialization-deserialization (SerDes), input/output (I/O) concrete band (PHY) accessories with alarm abstracts recovery, gearbox and retimer functionality, which catechumen lanes of abstracts accustomed on band cards or by optical modules into assorted configurations and/or ensure arresting integrity.
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