UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 23, 2019

QuickLogic Corporation

(Exact name of registrant as specified in its charter) 

 

Delaware

 

000-22671

 

77-0188504

 

 

 

 

 

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

2220 Lundy Avenue, San Jose, CA

 

 

 

95131-1816

(Address of principal executive offices)

 

 

 

(Zip Code)

 

Registrant’s telephone number, including area code (408) 990-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.001 per share

QUIK

The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

 

 

Item 3.03.          Material Modification to Rights of Security Holders.  

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Items 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03.          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 23, 2019, QuickLogic Corporation (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a 1-for-14 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Reverse Stock Split became effective as of 5:00 p.m. (Eastern time) on December 23, 2019.

 

As previously reported, on November 26, 2019, the Company held a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a reverse stock split ratio ranging from 1-for-5 to 1-for-15, to be determined by the Board of Directors (the “Board”) at a later date.  Following the Special Meeting, on December 6, 2019, the Board approved the implementation of the Reverse Stock Split at a ratio of 1-for-14.  The Reverse Stock Split is intended to bring the Company into compliance with the $1.00 minimum average closing share price requirement for continued listing on the Nasdaq Capital Market (the “Nasdaq”).

 

As a result of the Reverse Stock Split, every fourteen shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock.  The par value per share and the total authorized number of shares will remain unchanged.  No fractional shares will be issued as a result of the Reverse Stock Split.  Instead, American Stock Transfer & Trust Company, the Company’s transfer agent (“AST”), will aggregate all fractional shares and sell them as soon as practicable after the effective time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split.  The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from approximately 116.6 million shares to approximately 8.3 million shares.  A proportionate adjustment was also made to the maximum number of shares issuable under the Company’s 2019 Stock Plan and 2009 Employee Stock Purchase Plan.

 

Stockholders holding certificated shares will receive information from AST regarding the process for exchanging their stock certificates.  Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will not be required to take any action.

 

The Common Stock will begin trading on a split-adjusted basis on the Nasdaq at the market open on December 24, 2019.  The trading symbol for the Common Stock will remain “QUIK.”  The new CUSIP number for the Common Stock following the Reverse Stock Split is 74837P405.

 

The foregoing description of the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.

 

Item 9.01.          Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

Exhibit No.

 

Exhibit

 

3.1

 

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated as of December 23, 2019.

 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 23, 2019

 

QuickLogic Corporation

 

 

 

 

 

/s/ Suping (Sue) Cheung

 

 

Suping (Sue) Cheung

Vice President, Finance and Chief Financial Officer

 

 

 

 

EXHIBIT 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

QUICKLOGIC CORPORATION

 

Pursuant to Sections 228 and 242 of
the General Corporation Law of the
State of Delaware

        QUICKLOGIC CORPORATION, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

        FIRST: Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, each fourteen (14) shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares shall be issued to stockholders at the Effective Time and, in lieu thereof, the Corporation’s transfer agent shall aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share, and after the transfer agent’s completion of such sale, stockholders shall receive a cash payment (without interest or deduction) from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below). Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

        SECOND: This Certificate of Amendment shall become effective as of December 23, 2019 at 5:00 p.m. (Eastern time).

        THIRD: This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. A special meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on November 26, 2019, at which meeting the necessary number of shares were voted in favor of the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

 

 

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 23rd day of December, 2019.

 

      QUICKLOGIC CORPORATION

 

By: /s/ Brian Faith______________________  

      Name:

Brian C. Faith

      Title:

Chief Executive Officer