Item 1.01  Entry into a Material Definitive Agreement.
On October 19, 2020, Pixelworks, Inc. (the "Company") entered into a Securities
Purchase Agreement (the "Purchase Agreement") with MTM-Xinhe Investment Limited,
a British Virgin Islands company (the "Investor"), pursuant to which the Company
agreed to issue and sell in a private placement 3,200,000 shares (the "Shares")
of the Company's common stock, par value $0.001 per share ("Common Stock"), to
the Investor at a purchase price of $2.071 per share, for gross proceeds to the
Company of approximately $6.6 million (the "Private Placement"). The Private
Placement is expected to close in November 2020.
The Purchase Agreement provides for a six month lock-up period following the
Closing of the Private Placement, after which, in the event the Shares are not
eligible for sale pursuant to Rule 144 under the Securities Act of 1933, as
amended, the Company would be obligated, until the one-year anniversary of
Closing, to file a registration statement covering the resale of the Shares.
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement, which is attached to this report as Exhibit 10.1 and is
incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase
Agreement were made solely for the benefit of the parties to the Purchase
Agreement and may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Purchase Agreement is incorporated herein by reference
only to provide investors with information regarding the terms of the Purchase
Agreement and not to provide investors with any other factual information
regarding the Company or its business, and should be read in conjunction with
the disclosures in the Company's periodic reports and other filings with the
SEC.


Item 3.03  Unregistered Sales of Equity Securities.
Pursuant to the Private Placement described in Item 1.01 above, which
description is hereby incorporated by reference into this Item 3.02, the Company
has agreed to sell the Shares to an accredited investor in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act") and Regulation D promulgated thereunder.
The Company will rely on this exemption from registration based in part on
representations made by the Investor. The net proceeds to the Company from the
Private Placement are expected to be approximately $6.3 million. The securities
to be sold in the Private Placement have not been registered under the
Securities Act or applicable state securities laws and may not be offered or
sold in the United States absent registration under the Securities Act or an
exemption from such registration requirements. Neither this Current Report on
Form 8-K nor any exhibit attached hereto shall constitute an offer to sell or
the solicitation of an offer to buy shares of Common Stock or any other
securities of the Company.
Item 8.01 Other Events.
On October 22, 2020, the Company issued a press release announcing the Private
Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Forward-Looking Statements:
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements may include terms such as
"expects", "will," "believes," and similar expressions and include statements
regarding the Company's expectations and estimates regarding the timing of
closing of the Private Placement and the expected proceeds of the Private
Placement. These forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected,
anticipated or implied. Potential risks and uncertainties that could cause
actual results to differ from expected results include, among others, whether
the Company will be able to close the Private Placement on the expected timeline
or at all, whether the expected amount of the costs associated with the Private
Placement will differ from or exceed the Company's forecasts and whether the
Company will be able to realize the full amount of estimated proceeds from the
Private Placement or in the timeframe expected. It is not possible to predict or
identify all risks and uncertainties, and additional significant risks and
uncertainties are described in the Company's Form 10-K, Form 10-Q and Form 8-K
reports filed with the Securities and Exchange Commission. The reader should not
place undue reliance on forward-looking statements, which speak only as of the
date they are first made. Except to the extent required by law, the Company
undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof, or to reflect the occurrence of unanticipated events.

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Item 9.01  Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit No.              Description
                           Securities Purchase Agreement dated October 19, 2020, between the Company
10.1                     and the Investor.
99.1                       Press Release dated October 22, 2020.

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