Item 1.01 Entry into a Material Definitive Agreement.
On
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
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 Company's financial and liquidity position,
capital needs and resources, the impact of COVID-19, and other risks detailed
from time to time in the Company's periodic reports and other filings with the
Item 8.01 Other Events.
On
As of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 1.1 Placement Agency Agreement by and between A.G.P./Alliance Global Partners andMoSys, Inc. datedJune 7, 2021 5.1 Opinion ofMitchell Silberberg & Knupp LLP 10.1 Form of Securities Purchase Agreement 23.1 Consent ofMitchell Silberberg & Knupp LLP (included in Exhibit 5.1) 99.1 Press release datedJune 7, 2021
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