Item 1.01 Entry into a Material Definitive Agreement.
On June 7, 2021, MoSys, Inc. (the Company) entered into a placement agency agreement with A.G.P./Alliance Global Partners (the Placement
Agent) and securities purchase agreements with certain purchasers for the purchase and sale of shares of the Companys common stock, par value $0.001 per share (the Common Stock), in an offering of securities registered under
an effective registration statement on Form S-3 filed with the Securities and Exchange Commission (the SEC) pursuant to the Securities Act of 1933, as amended (SEC File No. 333-250936). In the offering, the Company sold 1,818,181 shares of Common Stock, at a price of $7.15 per share (the Offering). The Offering is expected to close on or about June 9, 2021,
subject to the satisfaction of customary closing conditions.
Securities purchase agreements contain customary representations, warranties, conditions to
closing, indemnification obligations of the Company, including for liabilities under the Securities Act, and other obligations of the parties. For a period of 90 days after the closing date of the sale of the shares of Common Stock, the provisions
of the securities purchase agreements generally prohibit the Company and its subsidiaries 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 equivalents, or in connection with certain mergers or strategic transactions.
The placement agency agreement provides that
the Company will indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Placement Agent agreed to use reasonable best efforts to arrange for the sale of the shares of Common
Stock being issued and sold in the Offering. The Placement Agent will be paid a total cash fee at the closing of the Offering equal to 7% of the gross cash proceeds received by the Company from the sale of the shares of Common Stock in the Offering.
In addition, the Company has agreed to reimburse the Placement Agent for certain out-of-pocket expenses incurred in connection with the Offering, not to exceed $40,000.
The foregoing summaries of the Offering and the securities to be issued in connection therewith, do not purport to be complete and are qualified in their
entirety by reference to the registration statement and to the securities purchase agreement and the placement agency agreement, which agreements are attached hereto as exhibits, and are incorporated by reference in response to this Item 1.01.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing and the amount and use of proceeds expected from the Offering. The
risks and uncertainties involved include the Companys financial and liquidity position, capital needs and resources, the impact of COVID-19, and other risks detailed from time to time in the
Companys periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Companys current expectations and assumptions, and speak only as of the date of
this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as
a result of new information, future events, or otherwise, except as required by law.