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Disclosure Controls and Procedures
−Removed: As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Accounting and Financial Officer) of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).
+Added: As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Accounting and Financial Officer) of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).
Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were effective to ensure that information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
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Not applicable.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance.
32 unchanged sentences
The following financial statements are included in Item 8 Financial Statements and Supplementary Data:
−Removed: Reports of Independent Registered Public Accounting Firms
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets as of December 31, 2021 and 2020
7 unchanged sentences
The exhibits listed below are either filed with this report or incorporated by reference into this report.
−Removed: 2.1 Arrangement Agreement between Pixelworks, Inc.
−Removed: and ViXS Systems Inc.
−Removed: dated May 18, 2017 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on May 23, 2017) (The "Arrangement Agreement").
−Removed: 2.2 Plan of Arrangement (Schedule A to the Arrangement Agreement), as approved by the Ontario Superior Court of Justice (Commercial List) (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on August 8, 2017).
−Removed: 3.1 Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc., as Amended by First and Second Amendments thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2004).
−Removed: 3.2 Third Amendment to Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2008).
+Added: 3.1 Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc., as amended
3.2 Second Amended and Restated Bylaws of Pixelworks, Inc.
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10.1+ Form of Indemnity Agreement between Pixelworks, Inc.
−Removed: and each of the members of the Board and Steven Moore, the Company’s Chief Financial Officer.
+Added: and each of the members of the Board and Haley Aman, the Company’s Chief Financial Officer.
(incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed on March 14, 2018).
10.2+ Pixelworks, Inc.
−Removed: 1997 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on June 21, 2005).
−Removed: 10.3+ Pixelworks, Inc.
−Removed: Amended and Restated 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2011).
+Added: Amended and Restated 2010 Employee Stock Purchase Plan.
10.3+ Pixelworks, Inc.
−Removed: Amended and Restated 2006 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on July 16, 2012).
+Added: Amended and Restated 2006 Stock Incentive Plan.
10.4+ Pixelworks, Inc.
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(incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on March 4, 2015).
−Removed: 10.9+ Summary of Pixelworks 2020 Non-Employee Director Compensation (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed on March 11, 2020).
−Removed: 10.10+ Summary of Pixelworks 2019 Non-Employee Director Compensation.
−Removed: (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed on March 13, 2019).
+Added: 10.8+ Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2021).
10.9+ Summary of Pixelworks 2021 Non-Employee Director Compensation.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form10-Q filed on May 10, 2018).
10.10+ Form of Pixelworks, Inc.
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Debonis, dated April 11, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 15, 2019).
+Added: 10.14+ Form of Addendum to Change of Control Agreement for Officers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2014).
10.15+ Executive Compensation Recovery Policy, adopted April 11, 2019 by the Pixelworks, Inc.
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(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2019).
−Removed: 10.26 Loan and Security Agreement dated December 21, 2010 by and between Silicon Valley Bank and Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed March 9, 2011).
−Removed: 10.27 Amendment No.
−Removed: 1 dated December 14, 2012 to the Loan and Security Agreement dated December 21, 2010, by and between Silicon Valley Bank and Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 20, 2012).
−Removed: 10.28 Amendment No.
−Removed: 2 dated December 4, 2013 to the Loan and Security Agreement dated December 21, 2010, by and between Silicon Valley Bank and Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 9, 2013).
−Removed: 10.29 Amendment No.
−Removed: 3 dated December 18, 2015 to the Loan and Security Agreement dated December 21, 2010, by and between Silicon Valley Bank and Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 22, 2015).
−Removed: 10.30 Amendment No.
−Removed: 4 dated December 15, 2016 to the Loan and Security Agreement dated December 21, 2010, by and between Silicon Valley Bank and Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 19, 2016).
−Removed: 10.31 Amendment No.
−Removed: 5 dated July 21, 2017, to the Loan and Security Agreement dated December 21, 2010, by and between Silicon Valley Bank and Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed August 14, 2017).
−Removed: 10.32 Amendment No.
−Removed: 6 dated December 21, 2017, to the Loan and Security Agreement dated December 21, 2010, by and between Silicon Valley Bank and Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 22, 2017).
−Removed: 10.33 Amendment No.
−Removed: 7 dated December 18, 2018, to the Loan and Security Agreement dated December 21, 2010, by and between Silicon Valley Bank and Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 20, 2018).
−Removed: 10.34 Amendment No.
−Removed: 8 dated December 18, 2019, to the Loan and Security Agreement dated December 21, 2010, by and between Silicon Valley Bank and Pixelworks, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 20, 2019).
−Removed: 10.35 Amendment No.
−Removed: 9 to the Loan and Security Agreement, between Pixelworks, Inc.
−Removed: and Silicon Valley Bank, dated April 17, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed May 8, 2020.
−Removed: 10.36 Amendment No.
−Removed: 10 to the Loan and Security Agreement, between Pixelworks, Inc.
−Removed: and Silicon Valley Bank, dated December 14, 2020
−Removed: 10.37 Promissory Note between the Company and Silicon Valley Bank dated April 25, 2020 (incorporated by reference by Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2020).
10.25 Sales Agreement, dated June 5, 2020, between Pixelworks, inc.
1 unchanged sentence
10.26 Amended and Restated Securities Purchase Agreement dated December 4, 2020, between the Company and the investors named therein.
−Removed: 10.40 Underwriting Agreement dated as of December 10, 2020 by and among the Company and Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, as representatives of the several Underwriters (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on December 10, 2020).
−Removed: 10.41+ Form of Addendum to Change of Control Agreement for Officers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2014).
−Removed: 21 Subsidiaries of Pixelworks, Inc.
(incorporated by reference to Exhibit 10.3 9 to the Company's Annual Report on Form 10-K filed on March 10, 2021).
+Added: 10.27 Form of Capital Increase Agreement (incorporated by reference to Exhibit 10.02 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021).
+Added: 10.28 Schedule identifying agreements substantially identical to the form of Agreement in Exhibit 10.43 hereto (incorporated by reference to Exhibit 10.02a to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021).
+Added: 21 Subsidiaries of Pixelworks, Inc.
23.1 Consent of Armanino LLP.
−Removed: 23.2 Consent of KPMG LLP.
24.1 Power of Attorney (see page 85 of this Form 10-K).
15 unchanged sentences
+ Indicates a management contract or compensation arrangement.
+Added: * Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b) of Regulation S-K.
+Added: The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the SEC upon request.
** Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
12 unchanged sentences
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd A.
−Removed: DeBonis and Elias N.
−Removed: Nader, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
+Added: DeBonis and Haley F.
+Added: Aman, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
3 unchanged sentences
March 9, 2022
−Removed: Nader Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
+Added: Aman Chief Financial Officer (Principal Accounting and Financial Officer)
March 9, 2022
12 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.