Peraso Inc. 10-Q

ITEM 1A. Risk Factors We face many significant risks in our business, some of which are unknown to us and not presently foreseen. These risks could have a material adverse impact on our business, financial condition and results of operations in the future. 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. Our planned Arrangement with Peraso in accordance with the terms of Agreement as well as the Agreement itself presents considerable uncertainties and risks, including: • Our ability to obtain stockholder approval for the Agreement and related proposals necessary to effect the Arrangement; • The ability of the combined company to successfully maintain a Nasdaq Capital Market listing; • The ability of the combined company to successfully access the capital markets and operate profitably; • Conditions to the closing of the Agreement may not be satisfied or the Arrangement may involve unexpected costs, liabilities or delays; • 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; • 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; and • We and/or the combined company may be adversely affected by other economic, business, or competitive factors. 25 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. 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. The global outbreak of the coronavirus disease 2019, or COVID-19, was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This has negatively affected the world economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place” and created significant disruption of the financial markets. The extent of the impact on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions U.S. and foreign government agencies continue to take to prevent disease spread, all of which are uncertain, out of our control and cannot be predicted. In accordance with applicable U.S. governmental ordinances generally exempting essential businesses and/or critical infrastructure workforces from mandated closures and orders to “shelter-in-place,” we are operating in support of essential products and services, subject to limitations and requirements in applicable state and county orders. We have been complying with county and state orders and have implemented a teleworking policy for our employees and contractors and significantly minimized the number of employees who visit our office. Since the outbreak of COVID-19, while we have experienced increased lead times for wafers, substrates and assembly services, and, more recently, shortages, we have experienced minimal impact on our production operations and, to date, have been able to satisfy all customer purchase orders timely. However, a facility closure, work slowdowns or temporary stoppage at one of our manufacturing suppliers could occur, which could have a longer-term impact and could delay our production and ability to conduct business and negatively impact our business, financial condition, operating results and cash flows. If our workforce is unable to work effectively, including because of illness, quarantines, absenteeism, government actions, facility closures, travel restrictions or other restrictions in connection with the COVID-19 pandemic, our operations will be negatively impacted. We may be unable to produce and sell our IC products, and our costs may increase as a result of the COVID-19 outbreak. The impacts could worsen if there is an extended duration of any COVID-19 outbreak or a resurgence of COVID-19 infection in affected regions after they have begun to experience improvement. The continued spread of COVID-19 has also led to disruption and volatility in the global capital markets. 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. We continue to monitor the situation, to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. Should such disruption continue for an extended period of time, or if and when the pandemic ends, the resumption of normal business operations may be delayed or constrained by lingering effects of the pandemic (including limitations imposed by governmental authorities on our ability to return to normal operating practices). These effects, alone or taken together, could have a material adverse impact on our business, results of operations or financial condition . 26 ITEM 6. Exhibits (a) Exhibits 2.1 (1) Arrangement Agreement with Peraso Technologies, Inc. 2.2 (2) First Amending Agreement dated October 21, 2021 10.1* Waiver Letter dated August 2, 2021 10.2 (3) Form of Peraso Technologies, Inc. Voting Agreement 10.3 (4) Form of MoSys, Inc. Voting Agreement 31.1* Rule 13a-14 certification 31.2* Rule 13a-14 certification 32.1** Section 1350 certification s 99.1* Risk factors in connection with the Arrangement 101* 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): (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. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (1) Incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Company on September 15, 2021 (Commission File No. 000-32929) (2) Incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Company on October 22, 2021 (Commission File No. 000-32929) (3) Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on September 15, 2021 (Commission File No. 000-32929) (4) Incorporated by reference to Exhibit 10.2 to Form 8-K filed by the Company on September 15, 2021 (Commission File No. 000-32929) *Filed herewith. **Furnished herewith. 27 Signatures 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. Dated: November 12, 2021 MOSYS, INC. By: /s/ Daniel Lewis Daniel Lewis President and Chief Executive Officer (Principal Executive Officer) By: /s/ James W. Sullivan James W. Sullivan Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer) 28