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): October 21, 2021
MOSYS, INC.
(Exact Name of Registrant as Specified in Charter)
000-32929
(Commission File Number)
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Delaware |
77-0291941 |
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(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification Number) |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
MOSY |
The Nasdaq Stock Market LLC |
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 1.01 Entry into a Material Definitive Agreement.
As disclosed in the Current Report of MoSys, Inc. (the “Company”) on Form 8-K filed with the Securities and Exchange Commission on September 15, 2021, the Company and its newly formed subsidiaries, 2864552 Ontario Inc. and 2864555 Ontario Inc., both corporations existing under the laws of the province of Ontario, and Peraso Technologies Inc., a corporation existing under the laws of the province of Ontario (“Peraso”), (collectively, the “Parties”) entered into an Arrangement Agreement (the “Agreement”), on September 14, 2021.
Effective as of October 21, 2021, the Parties amended the Agreement and entered the First Amending Agreement (the “Amendment”). The Amendment provides for the supplementing of the definition of Peraso Convertible Debentures in Section 1.1 of the Agreement and Section 1.1 of the Plan of Arrangement attached as Schedule A to the Agreement with any additional secured convertible debentures of Peraso issued following the date of the Agreement and prior to the Effective Time, as defined in the Agreement. The Amendment further contains customary miscellaneous provisions.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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2.1 |
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104 |
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The cover page of this Current Report on Form 8-K, formatted in Inline XBRL |
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.
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MOSYS, INC. |
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Date: October 22, 2021 |
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By: |
/s/ James W. Sullivan |
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James W. Sullivan |
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Vice President of Finance and Chief Financial Officer |
Exhibit 2.1
THIS FIRST AMENDING AGREEMENT (this “Agreement”) is made as of October 21, 2021
A M O N G:
MOSYS, INC., a corporation existing under the laws of the State of Delaware (“RTO Acquiror”)
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2864552 ONTARIO INC., a corporation existing under the laws of the Province of Ontario (“Callco”)
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2864555 ONTARIO INC., a corporation existing under the laws of the Province of Ontario (“Canco”)
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PERASO TECHNOLOGIES INC., a corporation existing under the laws of the Province of Ontario (“Peraso”)
WHEREAS, RTO Acquiror, Callco, Canco and Peraso (each, a “Party” and, collectively, the “Parties”) entered into an arrangement agreement dated as of September 14, 2021 (the “Arrangement Agreement”);
AND WHEREAS, Section 8.4 of the Arrangement Agreement provides that the Arrangement Agreement may be amended by mutual written agreement of RTO Acquiror and Peraso;
AND WHEREAS, RTO Acquiror and Peraso wish to amend the Arrangement Agreement as provided in this Agreement;
NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:
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Section 1 |
Definitions |
Capitalized terms used in this Agreement that are not otherwise defined herein have the meanings given to them in the Arrangement Agreement:
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Section 2 |
Amendment to the Arrangement Agreement |
The definition of “Peraso Convertible Debenture” in Section 1.1 of the Arrangement Agreement and Section 1.1 of the Plan of Arrangement attached as Schedule A to the Arrangement Agreement is deleted in its entirety and replaced by the following:
““Peraso Convertible Debentures” means the secured convertible debentures of Peraso in the aggregate principal amount of $14,082,343.40 as of the date hereof, as well as any additional secured convertible debentures of Peraso issued following the date hereof, and which are outstanding immediately prior to the Effective Time;”
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Section 3 |
Reference to and Effect on the Arrangement Agreement |
On and after the date of this Agreement, any reference to “this Agreement” in the Arrangement Agreement and any reference to the Arrangement Agreement in any other agreements, exhibits or schedules thereto will mean the Arrangement Agreement as amended by this Agreement. Except as specifically amended by this Agreement, there are no other amendments and all other provisions of the Arrangement Agreement remain in full force and effect.
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Section 4 |
Successors and Assigns |
This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Parties.
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Section 5 |
Severability |
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
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Section 6 |
Governing Law |
The governing law of this Agreement shall be as set out in Section 9.3 of the Arrangement Agreement.
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Section 7 |
Counterparts; Execution |
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement among the Parties.
[Remainder of page intentionally left blank. Signature page to follow.]
IN WITNESS WHEREOF the Parties have executed this First Amending Agreement.
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MOSYS, INC. |
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By: |
/s/ Daniel Lewis |
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Name:Daniel Lewis |
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Title:CEO |
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2864552 ONTARIO INC. |
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By: |
/s/ Daniel Lewis |
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Name:Daniel Lewis |
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Title:Director |
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2864555 ONTARIO INC. |
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By: |
/s/ Daniel Lewis |
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Name:Daniel Lewis |
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Title:Director |
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PERASO TECHNOLOGIES INC. |
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By: |
/s/ Ron Glibbery |
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Name:Ron Glibbery |
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Title:CEO |
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First Amending Agreement