UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 25, 2020
MOSYS, INC.
(Exact Name of Registrant as Specified in Charter)
000-32929
(Commission File Number)
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Delaware
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77-0291941
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification Number)
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2309 Bering Dr.
San Jose, California 95131
(Address of principal executive offices, with zip code)
(408) 418-7500
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[X] 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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MOSY
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01. Other Events
On June 25, 2020, MoSys, Inc. (the Company) commenced its 2020 Annual Meeting of Stockholders (the Annual Meeting), as previously scheduled, and adjourned the Annual Meeting until July 15, 2020, at 9:00 a.m. (Pacific Time), due to a lack of quorum. The Annual Meeting was adjourned to allow the Company’s stockholders additional time to vote on the proposals described in the Company's proxy statement for the Annual Meeting.
The reconvened Annual Meeting will be held at the Company’s headquarters located at 2309 Bering Drive, San Jose, California. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked. During the period of the adjournment, the Company continues to solicit votes from its stockholders with respect to the proposals for the Annual Meeting. The Company encourages all stockholders who have not yet voted to do so before July 14, 2020 at 5:00 p.m. (Eastern Time).
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the Annual Meeting to be held on July 15, 2020. In connection with the Annual Meeting, the Company has filed a definitive proxy statement with the United States Securities and Exchange Commission (the SEC) on May 26, 2020. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC's website at https://www.sec.gov/Archives/edgar/data/890394/000156459020026849/mosy-def14a_20200625.htm or on the Company’s website at https://mosys.com/proxy/proxymaterials/.
Participants in the Solicitation
The Company and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the Adjourned Meeting. The Company has also engaged Kingsdale Advisors, a proxy solicitation firm, to assist management with obtaining adequate votes to achieve the required quorum of at least a majority of the outstanding shares of Common Stock. Information regarding the Company’s directors and executive officers and any persons who may, under the rules of the SEC, be considered participants in the solicitation of stockholders in connection with the Annual Meeting is also set forth in the definitive proxy statement filed with the SEC on May 26, 2020, available free of charge at the SEC’s website at https://www.sec.gov/Archives/edgar/data/890394/000156459020026849/mosy-def14a_20200625.htm or on the Company’s website at https://mosys.com/proxy/proxymaterials/.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
99.1Press Release by MoSys, Inc. dated June 30, 2020
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOSYS, INC.
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Date: June 30, 2020
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By: /s/ James W. Sullivan
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Vice President of Finance and Chief Financial Officer
Exhibit 99.1
MoSys Announces Adjournment of Annual Meeting to July 15, 2020; Urges Eligible Stockholders to Vote
SAN JOSE, Calif., June 30, 2020 – MoSys, Inc. (NASDAQ: MOSY), a provider of high-speed semiconductor solutions, today announced that its 2020 annual meeting of stockholders, which was originally scheduled for June 25, 2020 (the “Annual Meeting”), was convened and adjourned, without any business being conducted, due to lack of the required quorum.
The Annual Meeting has been adjourned to 9:30 a.m. (Pacific Time) on Wednesday, July 15, 2020 at the Company’s headquarters located at 2309 Bering Drive, San Jose, California to allow additional time for the Company’s stockholders to vote on the proposals set forth in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the SEC ) on May 26, 2020.
During the current adjournment, the Company continues to solicit votes from its stockholders with respect to the proposals set forth in the Company’s proxy statement. The Company has engaged a proxy solicitor, Kingsdale Advisors, to assist management with obtaining adequate votes to achieve the required quorum of at least a majority of the outstanding shares of Common Stock.
Only stockholders of record as of the record date, May 12, 2020, are entitled to and are being requested to vote. At the time the Annual Meeting was adjourned, proxies had been submitted by stockholders representing approximately 48% of the shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.
The Company encourages all stockholders of record on May 12, 2020, whom have not yet voted, to do so by July 14, 2020 at 5:00 p.m. (Eastern Time). Stockholders who have any questions or require any assistance with completing a proxy or voting instruction form or who do not have the required materials, may contact Kingsdale Advisors by telephone (toll-free within North America) at 1-855-683-3113 or (call collect outside North America) at 416-867-2272 or by email at contactus@kingsdaleadvisors.com.
If the number of additional shares of common stock voted at the adjourned Annual Meeting is not sufficient to reach a quorum, the Company intends to adjourn the Annual Meeting again, which will require the Company to incur additional costs.
Important Information
This material may be deemed to be solicitation material in respect of the Annual Meeting to be held on July 15, 2020. In connection with the Annual Meeting, the Company filed a definitive proxy statement with the SEC on May 26, 2020. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. The definitive proxy statement was mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC's website at https://www.sec.gov/Archives/edgar/data/890394/000156459020026849/mosy-def14a_20200625.htm or on the Company’s website at https://mosys.com/proxy/proxymaterials/.
About MoSys, Inc.
MoSys, Inc. (NASDAQ: MOSY) is a provider of hardware and software/firmware solutions that enable fast, intelligent data access and data decisions for cloud networking, security, test and measurement, video and other systems. MoSys’s Accelerator Engines are memory integrated circuits with unmatched intelligence, performance and capacity that eliminate data access bottlenecks to deliver speed and intelligence in systems, including those scaling from 100G to multi-terabits per second. MoSys’s Software Accelerator Platforms include software and firmware that focus on accelerating application-specific decision functions and are portable across a wide range of hardware configurations with or without MoSys hardware. MoSys’ hardware and software solutions provide system architects and designers with unique system acceleration options. More information is available at www.mosys.com.
MoSys is a registered trademark of MoSys, Inc. in the US and/or other countries. The MoSys logo is a trademark of MoSys, Inc. All other marks mentioned herein are the property of their respective owners.
Contact:
Jim Sullivan, CFO
MoSys, Inc.
+1 (408) 418-7500
jsullivan@mosys.com