Item 1.01
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Entry into a Material Definitive Agreement.
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On June 19, 2019, QuickLogic Corporation (the Company) entered into an underwriting agreement (the Underwriting
Agreement) with Oppenheimer & Co. Inc. (the Underwriter) relating to an underwritten public offering (the Offering) of an aggregate of 16,000,000 shares (the Shares) of the Companys common
stock, par value $0.001 per share (the Common Stock). Subject to the terms and conditions contained in the Underwriting Agreement, the Underwriter has agreed to purchase and the Company has agreed to sell the Shares at a public offering
price of $0.50 per Share, less the Underwriters discount of $0.035 per Share. Under the terms of the Underwriting Agreement, the Company granted the Underwriter a
30-day
option to purchase up to an
additional 2,400,000 shares of Common Stock to cover overallotments, if any, which option was exercised in full by the Underwriter. The Offering, including the exercise of the overallotment option, closed on June 21, 2019 (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 approximately $8.1 million.
The Offering was made pursuant to the Companys effective registration statement on Form
S-3,
as
amended (Registration Statement
No. 333-230352),
previously filed with and declared effective by the Securities and Exchange Commission (the SEC), as supplemented by a preliminary prospectus
supplement, dated June 18, 2019, and a final prospectus supplement, dated June 19, 2019, filed with the SEC. The opinion of Jones Day regarding the validity of the Shares 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 Underwriter, 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.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such
exhibit.