Item 3.03 Material Modifications of Rights of Security
Reference is made to Item 5.03 below in response to this item.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On August 27, 2019, 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-20 reverse stock split
of the Company’s shares of common stock. Such amendment and ratio
were previously approved by the Company’s stockholders and board of
As a result of the reverse stock split, every 20 shares of the
Company’s 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 the Company’s common stock will receive cash in
an amount equal to the product obtained by multiplying (i) the
closing sale price of the common stock on the effective date of the
reverse stock split as reported on The Nasdaq Stock Market, by
(ii) the number of shares of the 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 Company’s equity incentive
plans and warrants outstanding immediately prior to the reverse
stock split will be appropriately adjusted by dividing the number
of affected shares of common stock by 20 and, as applicable,
multiplying the exercise price by 20, as a result of the reverse
The Company’s common stock will trade on the NASDAQ Capital Market
on a post-split basis at the open of trading on August 28,
2019. The Company’s post-reverse split common stock will have a new
CUSIP number, 619718307. Other terms of the common stock are not
affected by the reverse stock split.
The Company’s transfer agent, Equiniti Trust Company, 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 August 27, 2019, 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.