MoSys, Inc. (NASDAQ:MOSY) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modifications of Rights of Security Holders.
Reference is made to Item 8.01 below in response to this item.
Item 8.01Other Events
On February 14, 2017, MoSys, Inc. (the Company) filed a
certificate of amendment to its amended and restated certificate
of incorporation with the Secretary of State of the State of
Delaware to effect a one-for-ten reverse stock split of the
Companys shares of common stock. Such amendment and ratio were
previously approved by the Companys stockholders and board of
directors, respectively.
As a result of the reverse stock split, every ten shares of the
Companys pre-reverse split outstanding common stock will be
combined and reclassified into one share of common stock.
Proportionate voting rights and other rights of common stock
holders will not be affected by the reverse stock split. No
fractional shares will be issued in connection with the reverse
stock split; stockholders who would otherwise hold a fractional
share of common stock will receive cash in an amount equal to the
product obtained by multiplying (i) the closing sale price of the
Companys common stock on the effective date of the reverse stock
split as reported on Nasdaq, by (ii) the number of shares of the
Companys common stock held by the stockholder that would
otherwise have been exchanged for the fractional share interest.
All stock options and restricted stock units outstanding and
common stock reserved for issuance under the Companys equity
incentive plans immediately prior to the reverse stock split will
be appropriately adjusted by dividing the number of affected
shares of common stock by 10 and, as applicable, multiplying the
exercise price by 10, as a result of the reverse stock split.
The reverse stock split will be effective at 5:00 p.m., Eastern
Time, on February 15, 2017, and the Companys common stock will
trade on the NASDAQ Capital Market on a post-split basis at the
open of trading on February 16, 2017. The Companys post-reverse
split common stock will have a new CUSIP number, 619718208, and
the par value will be adjusted to $0.001 per share. Other terms
of the common stock are not affected by the reverse stock split.
The Companys transfer agent, Wells Fargo Shareowner Services, is
acting as exchange agent for the reverse stock split and will
send instructions to stockholders of record regarding the
exchange of certificates for common stock for uncertificated
shares of common stock. Stockholders owning shares via a broker
or other nominee will have their positions automatically adjusted
to reflect the reverse stock split, subject to the brokers’
particular processes, and will not be required to take any action
in connection with the reverse stock split.
On February14, 2017, the Company issued a press release with
respect to the reverse stock split, which is being filed as
Exhibit 99.1 to this Current Report on Form 8-K. A copy of the
certificate of amendment to the amended and restated certificate
of incorporation is being filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
|
Exhibit No. |
Description |
|
3.1 |
Certificate of Amendment to the Amended and Restated |
|
99.1 |
Press Release Issued by MoSys, Inc. on February 14, 2017 |
About MoSys, Inc. (NASDAQ:MOSY)
MoSys, Inc. (MoSys), together with its subsidiaries, is a fabless semiconductor company focused on the development and sale of integrated circuits (ICs) for the high-speed networking, communications, storage and computing markets. The Company has developed approximately two IC product lines under the Bandwidth Engine and LineSpeed product names. Bandwidth Engine ICs integrate its 1T-SRAM high-density embedded memory with its integrated macro function technology and a serial interface protocol resulting in a monolithic memory IC solution optimized for transaction performance. The LineSpeed IC product line consists of non-memory, high-speed serialization-deserialization (SerDes), input/output (I/O) physical layer (PHY) devices with clock data recovery, gearbox and retimer functionality, which convert lanes of data received on line cards or by optical modules into various configurations and/or ensure signal integrity. MoSys, Inc. (NASDAQ:MOSY) Recent Trading Information
MoSys, Inc. (NASDAQ:MOSY) closed its last trading session up +0.003 at 0.285 with 290,725 shares trading hands.