MoSys,Inc. (NASDAQ:MOSY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On June30, 2017, MoSys,Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the pagesthereto (the “Purchasers”), to which the Company will offer and sell to the Purchasers, in a registered direct offering, an aggregate of 1,325,000shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) at a negotiated purchase price of $1.70 per share, for aggregate gross proceeds to the Company of approximately $2,252,500,before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares are being offered by the Company to an effective shelf registration statement on FormS-3 (No.333-19799), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on September9, 2014 (the “Registration Statement”).
In a concurrent private placement, the Company is also selling to each of the Purchasers a warrant to purchase one half of a share of the Common Stock for each share purchased for cash in the offering, to a Common Stock Purchase Warrant, by and between the Company and each Purchaser (each, a “Warrant,” and collectively, the “Warrants”) representing in the aggregate rights to purchase 662,500 shares of Common Stock at the exercise price. The Warrants will be exercisable beginning on the six-month anniversary of the date of issuance (the “Initial Exercise Date”) at an exercise price of $2.35 per share and will expire on the five-year anniversary of the Initial Exercise Date.
The exercise price and number of Warrant Shares will be subject to adjustment in the event of any stock dividend or split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants. The Warrants will be exercisable on a “cashless” basis if at any time after the six month anniversary there is not an effective registration statement for the resale of the Warrant Shares in place, or there is not a current resale prospectus then available.
For a period of 12 months after the closing date of the sale of the Shares and the Warrants, the Purchasers will have a right to participate in subsequent financings by the Company up to an amount equal to 33% of the total amount of such financing by giving notice of the exercise of such right on the day after which the Purchaser receives notice of the proposed financing.
For a period of 45 days after the closing date of the sale of the Shares and the Warrants, the provisions of the Purchase Agreement generally prohibit the Company from issuing or agreeing to issue shares of Common Stock or common stock equivalents other than under equity compensation plans, outstanding rights to acquire common stock or common stock equivalent, or in connection with certain acquisitions or strategic transactions.
The Warrants and the shares of Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”) are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered to the exemption provided in Section4(a)(2)under the Securities Act, or in the event of an issuance of Warrant Shares on a cashless basis, to the exemption provided in Section3(a)(9)under the Securities Act.
Each Purchaser is an “accredited investor” as defined in Rule501(a)(1), (a)(2), (a)(3), (a)(7)or (a)(8)under the Securities Act. Each Purchaser, either alone or together with its representatives, has enough knowledge and experience to be considered a sophisticated investor, has access to the type of information normally provided in a prospectus for a registered securities offering, and has agreed not to resell or distribute the Warrants or the Warrant Shares to the public except to sales registered or exempt from negotiation under the Securities Act.
Roth Capital Partners, LLC acted as the sole agent (the “Placement Agent”) on a “reasonable best efforts” basis, in connection with the offering. A copy of the Placement Agency Agreement, dated as of June30, 2017, by and between the Company and the Placement Agent is attached hereto as Exhibit10.2 and incorporated herein by reference (the “Placement Agency Agreement”). to the Placement Agency Agreement, the Placement Agent will be entitled to a cash fee of 6.0% of the gross proceeds paid to the Company for the Shares and reimbursement of certain out-of-pocket expenses.
The foregoing summaries of the offering, the securities to be issued in connection therewith, the Purchase Agreement, the Placement Agency Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the form of Purchase Agreement, the Placement Agency Agreement, and the form of Warrant are attached hereto as Exhibits 4.1, 10.1, 10.2, respectively, and are incorporated by reference in response to this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
Disclosure regarding the Warrants and the Warrant Shares is set forth under Item 1.01, which is incorporated by reference in response to this Item 3.02.
Item 8.01 Other Events.
On June30, 2017, the Company issued a press release announcing the offering described in Item 1.01 above, a copy of which is attached as Exhibit99.2 and is incorporated by reference in response to this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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4.1
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Formof Common Stock Purchase Warrant
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP
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10.1
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Formof Securities Purchase Agreement
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10.2
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Placement Agency Agreement
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23.1
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit5.1)
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99.1
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Information relating to Item 14 of this Registration Statement on FormS-3 (No.333-197991)
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99.2
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Press Release dated June30, 2017
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MoSys, Inc. ExhibitEX-4.1 2 a17-15893_3ex4d1.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
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.