Entry into a Material Definitive Agreement.
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 Company’s 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 Underwriter’s 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 Company’s effective
registration statement on Form S-3, as amended (Registration Statement
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.
On June 18, 2019, the Company issued a press release
announcing the launch of the Offering, and on June 19, 2019,
the Company issued a separate press release announcing the pricing
of the Offering. On June 21, 2019, the Company issued a separate
press release announcing the full exercise of the overallotment
option. Copies of each press release are attached as Exhibits 99.1,
99.2 and 99.3, respectively, to this Current Report on
Form 8-K and are
incorporated by reference herein.
Financial Statements and Exhibits.