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Except as set forth below, there have been no material changes with respect to the risk factors disclosed under Item 1A of our annual report on Form 10-K for the year ended December 31, 2020, which we filed with the SEC on March 18, 2021.
+Added: Our planned Arrangement with Peraso in accordance with the terms of Agreement as well as the Agreement itself presents considerable uncertainties and risks, including:
+Added: Our ability to obtain stockholder approval for the Agreement and related proposals necessary to effect the Arrangement;
+Added: The ability of the combined company to successfully maintain a Nasdaq Capital Market listing;
+Added: The ability of the combined company to successfully access the capital markets and operate profitably;
+Added: Conditions to the closing of the Agreement may not be satisfied or the Arrangement may involve unexpected costs, liabilities or delays;
+Added: The occurrence of any other risks to consummation of the Arrangement, including the risk that the Arrangement will not be consummated within the expected time period or any event, change or other circumstances that could give rise to the termination of the Agreement;
+Added: Risks that the Arrangement disrupts our current plans and operations or that our business or stock price may suffer as a result of uncertainty surrounding the Arrangement;
+Added: We and/or the combined company may be adversely affected by other economic, business, or competitive factors.
+Added: Furthermore, there can be no assurance that regulators , including foreign regulatory authorities will not impose conditions, terms, obligations or restrictions, or that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the Arrangement or imposing additional material costs on or materially limiting the revenues of the combined company following the Arrangement.
+Added: In addition, we can provide no assurance that any such conditions, obligations or restrictions will not result in the delay or abandonment of the Arrangement.For additional information on the risks associated with our proposed Arrangement with Peraso please review the risks beginning on page 49 of the definitive proxy statement filed with the Securities and Exchange Commission on October 18, 2021, which risks are incorporated by reference herein and included as Exhibit 99.1 to this report .
The full effects of COVID-19 and other potential future public health crises, epidemics, pandemics or similar events are uncertain and could have a material and adverse effect on our business, financial condition, operating results and cash flows.
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The continued spread of COVID-19 has also led to disruption and volatility in the global capital markets.
−Removed: Although we were able to access the capital markets in connection with our February 2021 and June 2021 registered direct offering s , we may be unable to access the capital markets, and additional capital may only be available to us on terms that could be significantly detrimental to our existing stockholders and to our business.
+Added: Although we were able to access the capital markets in connection with our February 2021 and June 2021 registered direct offerings, we may be unable to access the capital markets, and additional capital may only be available to us on terms that could be significantly detrimental to our existing stockholders and to our business.
We are working with our stakeholders, including customers, suppliers and employees, to address the impact of this global pandemic.
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These effects, alone or taken together, could have a material adverse impact on our business, results of operations or financial condition .
−Removed: First Amendment to Executive Severance and Change-In-Control Policy dated April 28, 2021
−Removed: Form of Securities Purchase Agreement dated June 7, 2021
+Added: Arrangement Agreement with Peraso Technologies, Inc.
+Added: First Amending Agreement dated October 21, 2021
+Added: Waiver Letter dated August 2, 2021
+Added: Form of Peraso Technologies, Inc.
+Added: Voting Agreement
+Added: Form of MoSys, Inc.
+Added: Voting Agreement
Rule 13a-14 certification
Rule 13a-14 certification
−Removed: Section 1350 certification
−Removed: The following financial information from MoSys, Inc.’s quarterly report on Form 10-Q for the period ended June 30, 2021, filed with the SEC on August 12, 2021, formatted in Inline Extensible Business Reporting Language (Inline XBRL):
−Removed: (i) the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2021 and 2020, (ii) the Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020, (iii) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021 and 2020, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020, and (v) Notes to Condensed Consolidated Financial Statements.
+Added: Section 1350 certification s
+Added: Risk factors in connection with the Arrangement
+Added: The following financial information from MoSys, Inc.’s quarterly report on Form 10-Q for the period ended September 30, 2021, filed with the SEC on November 12, 2021, formatted in Inline Extensible Business Reporting Language (Inline XBRL):
+Added: (i) the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2021 and 2020, (ii) the Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020, (iii) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021 and 2020, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020, and (v) Notes to Condensed Consolidated Financial Statements.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: Incorporated by reference to Exhibit 10.23 to Form 10-Q filed by the Company on May 13, 2021 (Commission File No.
−Removed: Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on June 7, 2021 (Commission File No.
+Added: Incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Company on September 15, 2021 (Commission File No.
+Added: Incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Company on October 22, 2021 (Commission File No.
+Added: Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on September 15, 2021 (Commission File No.
+Added: Incorporated by reference to Exhibit 10.2 to Form 8-K filed by the Company on September 15, 2021 (Commission File No.
*Filed herewith.
1 unchanged sentence
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: August 12, 2021
+Added: November 12, 2021
/s/ Daniel Lewis
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.