Item 1.01
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Entry into a Material Definitive Agreement.
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On May 24, 2018, QuickLogic
Corporation (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Craig-Hallum Capital Group LLC (the Representative) as representative of the several underwriters set forth on
Schedule I to the Underwriting Agreement (together with the Representative, the Underwriters) relating to an underwritten public offering (the Offering) of (i) an aggregate of 13,513,510 shares (the Shares)
of the Companys common stock, par value $0.001 per share (the Common Stock), and (ii) warrants (the Warrants) to purchase up to 5,405,404 shares of Common Stock. Subject to the terms and conditions contained in the
Underwriting Agreement, the Underwriters have agreed to purchase and the Company has agreed to sell the Shares and Warrants, at a combined public offering price of $1.15 per Share and corresponding Warrant, less the combined Underwriters
discount of $0.0805 per Share and corresponding Warrant. The Offering closed on May 29, 2018 (the Closing). The net proceeds to the Company from the Offering after deducting the underwriting discounts and commissions and estimated
offering expenses after the Closing are expected to be approximately $14.0 million, assuming no exercise of the Warrants.
The
Warrants may be exercised at an exercise price of $1.38 per share, subject to certain adjustments, at any time and from time to time beginning on May 29, 2018 and through, but not after, 5:30 p.m., New York City time, on May 29, 2023.
The Company has entered into a letter agreement (the Side Letter) with an investor in the Offering stipulating that the exercise
of its Warrant may be limited in certain circumstances if, after giving effect to such exercise, the investor or any of its affiliates would beneficially own (as calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended) more than 4.99% (which threshold may be decreased or increased, but not above 9.99%, at the election of the investor upon 61 days prior written notice to the Company) of the outstanding Common Stock immediately after giving
effect to the exercise.
The Offering was made pursuant to the Companys effective registration statement on Form
S-3,
as amended (Registration Statement
No. 333-215030),
previously filed with and declared effective by the Securities and Exchange Commission (the SEC), as
supplemented by a preliminary prospectus supplement, dated May 23, 2018, and a final prospectus supplement, dated May 24, 2018, filed with the SEC. The opinion of Jones Day regarding the validity of the securities sold in the Offering is
filed herewith as Exhibit 5.1.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company,
customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties.
Copies of the Underwriting Agreement, the form of Warrant and the form of Side Letter are
attached as Exhibits 1.1, 4.1 and 4.2, respectively, to this Current Report on Form
8-K
and are incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement, the
Warrants and the Side Letter do not purport to be complete and are qualified in their entirety by reference to such exhibits.