Item 2.05. Costs Associated with Exit or Disposal Activities.

On November 30, 2022, the Board of Directors of GSI Technology, Inc. (the "Company") approved and ratified a series of strategic cost reduction initiatives intended to better align the Company's operational structure with its near-term and long-term goals (the "Cost Reduction Initiatives"). The Company expects the Cost Reduction Initiatives to be completed by mid-2023.

The Cost Reduction Initiatives are expected to reduce the Company's operating expenses by approximately $7.0 million on an annualized basis, primarily as a result of an approximate 15% decrease in the Company's global workforce, salary decreases for certain retained employees, as well as targeted reductions in research and development spending. In connection with the Cost Reduction Initiatives, the Company anticipates incurring $850,000 in termination costs, including the payout of accrued vacation, which will require cash expenditures, most of which are expected to be incurred in the current fiscal year.

The foregoing contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding GSI Technology's expectations, beliefs, intentions, or strategies regarding the future. All forward-looking statements included herein are based upon information available to the Company as of the date hereof, and the Company assumes no obligation to update any such forward-looking statements. Forward-looking statements involve a variety of risks and uncertainties, which could cause actual results to differ materially from those projected. Examples of risks that could affect the Company's current expectations regarding the Cost Reduction Initiatives include: the Company's ability to implement the Cost Reduction Initiatives, the impact of the Cost Reduction Initiatives on the Company's business and operations, including any possible disruption of the Company's business, and the failure to realize the anticipated benefits of the Cost Reduction Initiatives. Further information regarding these and other risks relating to the Company's business is contained in the Company's filings with the Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in such filings.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As part of the Cost Reduction Initiatives, the Company's President and Chief Executive Officer and the Company's Vice President, Engineering, agreed to a thirty percent (30%) reduction in base salary and other officers, including the Company's Chief Financial Officer, Vice President, Sales and Vice President, U.S. Operations, agreed to a ten percent (10%) reduction in base salary. In connection with the salary reductions, the Board of Directors of the Company approved the grant of options to purchase shares of the Company's common stock (the "Stock Options") to these named executive officers as follows:



Name               Title                                 No. of Options

Lee-Lean Shu President and Chief Executive Officer 150,000 Robert Yau Vice President, Engineering

           60,000
Douglas M. Schirle Chief Financial Officer               20,000
Didier Lasserre    Vice President, Sales                 20,000
Ping Wu            Vice President, U.S. Operations       15,000

The grant of the Stock Options will be effective on the second trading day following the public announcement of the Cost Reduction Initiatives pursuant to the press release attached as Exhibit 99.1 to this Current Report, and will vest in full on the one year anniversary of the date of grant.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 GSI Technology, Inc. Press Release dated November 30, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL


            document)

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