Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities and Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management, with the participation of the Chief Executive Officer and Financial Officer, has performed an evaluation of our disclosure controls and procedures as required by the applicable rules of the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 29, 2024 our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, cost-effective internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with established policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K. In making this assessment, we used the criteria based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control - Integrated Framework (2013).” Based on the results of this assessment, management (including our Chief Executive Officer and Chief Financial Officer) has concluded that, as of December 29, 2024 our internal control over financial reporting was effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements
For the three months ended December 29, 2024 , none of our directors or officers (as defined in Rule 16a - 1 (f) of the Exchange Act) adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non-Rule 10b5 - 1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
The information required by Part III is incorporated by reference from the definitive Proxy Statement regarding our 2025 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the Fiscal Year covered by this Annual Report.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding the background of our officers is contained herein under Item 1, "Executive Officers and Directors."
Information regarding the background of our directors is hereby incorporated by reference from our definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed within 120 days after the end of the Fiscal Year covered by this Annual Report.
There are no family relationships between any of our directors, executive officers, or persons nominated or chosen to be a director or officer, and no such persons have been involved during the last ten years, in any legal proceedings material to their abilities or integrity.
We have adopted a Code of Conduct and Ethics, including provisions enumerated in Item 406 of Regulation S-K. A copy is posted on our website at https://ir.quicklogic.com/governance-docs. Any changes to or waiver from this Code of Conduct and Ethics will be posted to this page on our website.
Insider Trading Policy
We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by our officers, directors, employees, and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
The Company complies with insider trading laws, rules and regulations, and any applicable listing standards in any transactions involving its own securities.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed within 120 days after the end of the Fiscal Year covered by this Annual Report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed within 120 days after the end of the Fiscal Year covered by this Annual Report.
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed within 120 days after the end of the Fiscal Year covered by this Annual Report.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed within 120 days after the end of the Fiscal Year covered by this Annual Report.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
1. Financial Statements
Reference is made to Item 8 for a list of all financial statements and schedules filed as a part of this Annual Report.
2. Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
(b)
Exhibits
The exhibits listed under Item 15(b) hereof are filed with or incorporated by reference as part of this Annual Report.
Exhibit
Number
Description
Form
Exhibit
Filing Date
3.1
Fourth Amended and Restated Certificate of Incorporation of QuickLogic Corporation
8-K
3.1
4/28/2017
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of QuickLogic Corporation
8-K
3.1
12/24/2019
3.3
Amended and Restated Bylaws of QuickLogic Corporation
8-K
3.2
05/02/2005
4.1
Specimen Common Stock certificate of QuickLogic Corporation
S-1/A
4.1
10/12/1999
4.2
Form of Common Stock Warrant
8-K
4.1
05/29/2018
4.3
Description of Securities
10-K
4.3
3/13/2020
10.1
Form of Indemnification Agreement for directors and executive officers
10-Q
10.24
11/13/2002
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10.2
Patent Cross License Agreement dated August 25, 1998, between QuickLogic Corporation and Actel Corporation
S-1/A
10.18
08/10/1999
10.3*
Form of Change of Control Severance Agreement
10-K
10.13
03/11/2008
10.4*
Form of Change of Control Severance Agreement for Chief Executive Officer
10-K
10.14
03/11/2008
10.5*
2005 Executive Bonus Plan, as restated
8-K
10.1
04/28/2008
10.6*
QuickLogic Corporation 2019 Stock Plan
10-Q
10.1
05/09/2019
10.7*
QuickLogic Corporation 2009 ESPP Plan, as amended
8-K
10.8
04/22/2020
10.8*
QuickLogic Corporation 2019 Stock Plan, as amended May 12, 2021
8-K
10.7
05/17/2021
10.10*
QuickLogic Corporation 2009 Employee Stock Purchase Plan
10-Q
10.2
05/11/2017
10.11*
Form of Notice of Grant and Stock Option Agreement under the 2009 Stock Plan
8-K
10.26
08/04/2009
10.12*
Form of Notice of Grant of Stock Purchase Rights and Restricted Stock Purchase Agreement under the 2009 Stock Plan
8-K
10.27
08/04/2009
10.13*
Form of Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement under the 2009 Stock Plan
8-K
10-28
08/04/2009
10.14*
Form of Notice of Grant and Stock Option Agreement under the 2019 Stock Plan
10-K
10.14
03/22/2022
10.15*
Form of Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement under 2019 Stock Plan
10-K
10.15
03/22/2022
10.16*
Form of Notice of Grant of Stock Rights and Restricted Stock Purchase Agreement Under the 2019 Stock Plan
10-K
10.16
03/22/2022
10.17
Amended and Restated Loan and Security Agreement between Heritage Bank of Commerce and QuickLogic Corporation, dated as of December 21, 2018
8-K
10.1
12/28/2018
10.18
First Amendment to Amended and Restated Loan and Security Agreement between Heritage Bank of Commerce and QuickLogic Corporation, dated as of November 6, 2019
10-Q
10.1
11/08/2019
10.19
Second Amendment to Amended and Restated Loan and Security Agreement between Heritage Bank of Commerce and QuickLogic Corporation, dated as of December 11, 2020
8-K
10.1
12/11/2020
10.20
Third Amendment to Amended and Restated Loan and Security Agreement, dated as of August 16, 2021
10-Q
10.1
08/18/2021
10.21
Fourth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 16, 2021
10-Q
10.3
11/17/2021
10.22
Fifth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 16, 2021
10-Q
10.1
05/18/2022
10.23
Sixth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 16, 2021
10-K
10.24
03/28/2023
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10.24
Seventh Amendment to Amended and Restated Loan and Security Agreement, dated as of December 8, 2023
8-K
10.1
12/12/2023
10.25
Eighth Amendment to Amended and Restated Loan and Security Agreement, dated as of March 14, 2025
8-K
10.1
03/20/2025
10.26
Form of Common Stock Purchase Agreement, dated February 9, 2022
8-K
10.1
02/09/2022
10.27
Form of Common Stock Purchase Agreement, dated September 14, 2022
8-K
10.1
09/20/2022
10.28
Form of Common Stock Purchase Agreement, dated March 13, 2024
8-K
10.1
03/18/2024
10.29
Form of Common Stock Purchase Agreement, dated December 5, 2024
8-K
10.1
12/11/2024
10.30
Form of Common Stock Purchase Agreement, dated March 6, 2025
8-K
10.1
03/10/2025
10.31
Standard Industrial Commercial Multi-Tenant Lease between Lundy Associates, LLC, as Lessor, and QuickLogic Corporation, dated February 13, 2019
10-K
10.2
03/22/2022
10.32**
First Amendment to Standard Industrial Commercial Multi-Tenant Lease between Lundy Associates, LLC, as Lessor, and QuickLogic Corporation, dated September 23, 2020
10.33**
Second Amendment to Standard Industrial Commercial Multi-Tenant Lease between Lundy Associates, LLC, as Lessor, and QuickLogic Corporation, dated June 24, 2021
10.34**
Third Amendment to Standard Industrial Commercial Multi-Tenant Lease between Lundy Associates, LLC, as Lessor, and QuickLogic Corporation, dated October 24, 2023
10.35**
Fourth Amendment to Standard Industrial Commercial Multi-Tenant Lease between Lundy Associates, LLC, as Lessor, and QuickLogic Corporation, dated January 31, 2024
10.36
At Market Issuance Sale Agreement, dated February 25, 2025, between QuickLogic Corporation and Needham & Company, LLC
8-K
1.1
02/26/2025
19.1**
QuickLogic Insider Trading Policy
21**
Subsidiaries of QuickLogic Corporation
23.1**
Consent of Frank, Rimerman & Co. LLP, Independent Registered Public Accounting Firm
23.2**
Consent of Moss Adams LLP, Independent Registered Public Accounting Firm
24.1**
Power of Attorney (included on the Signature page of this Annual Report on Form 10-K)
31.1**
Certification of Brian C. Faith, Chief Executive Office, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**
Certification of Elias Nader, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1***
Certification of Brian C. Faith, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2***
Certification of Elias Nader, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97
Clawback Policy - Policy for the Recovery of Erroneously Awarded Compensation, effective as of November 30, 2023
10-K
97
03/27/2024
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page from the Company's annual report on Form 10-K for the year ended December 29, 2024 has been formatted in Inline XBRL and contained in Exhibit 101.
_______________
* Indicates management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this March 25, 2025.
QUICKLOGIC CORPORATION
By:
/s/ Brian C. Faith
Brian C. Faith
President and Chief Executive Officer
QUICKLOGIC CORPORATION
By:
/s/ Elias Nader
Elias Nader
Chief Financial Officer and SVP, Finance
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian C. Faith and Elias Nader and each of them singly, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign this Annual Report on Form 10-K filed herewith and any or all amendments to said report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents the full power and authority to do and perform each and every act and the thing requisite and necessary to be done in and about the foregoing, as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.
Signature
Title
Date
/s/ Brian C. Faith
President and Chief Executive Officer; Director
Brian C. Faith
(Principal Executive Officer)
March 25, 2025
/s/ Elias Nader
Chief Financial Officer and SVP, Finance
Elias Nader
(Principal Financial Officer)
March 25, 2025
/s/ Timothy Saxe
Timothy Saxe
Senior Vice President Engineering and Chief Technology Officer
March 25, 2025
/s/ Michael R. Farese
Michael R. Farese
Chairman of the Board
March 25, 2025
/s/ Joyce Kim
Joyce Kim
Director
March 25, 2025
/s/ Andrew J. Pease
Andrew J. Pease
Director
March 25, 2025
/s/ Christine Russell
Christine Russell
Director
March 25, 2025
/s/ Gary H. Tauss
Gary H. Tauss
Director
March 25, 2025
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FENWICK
QuickLogic Corporation
Trademark Status Report (by mark)
December 29, 2024
Trademark
TM Image
Country
Class
App. Date
Reg. Date
App. No.
Reg. No.
Status
PASIC
United States
9
2/20/1990
74030976
Registered - Renewed
6/23/1992
1696813
POLARPRO
EUTM
9, 38, 41
3/6/2006
004941159
Registered - Renewed
1/31/2007
004941159
POLARPRO
Hong Kong
9
3/6/2006
300593073
Registered - Renewed
7/7/2006
300593073
POLARPRO
Israel
9
3/6/2006
188207
Registered - Renewed
8/7/2007
188207
POLARPRO
Malaysia
9
3/9/2006
06003574
Registered - Renewed
6/9/2010
06003574
POLARPRO
Singapore
9
3/16/2006
T0604912Z
Registered - Renewed
3/16/2006
T0604912Z
POLARPRO
South Korea
9
3/7/2006
4020060011642
Registered - Renewed
9/1/2006
400676749
POLARPRO
Taiwan
9
3/20/2006
095013441
Registered - Renewed
11/16/2006
1236319
POLARPRO
United Kingdom
9, 38, 41
3/6/2006
UK00904941159
Registered - Renewed
1/31/2007
UK00904941159
POLARPRO (and design)
EUTM
9
12/1/2006
A0006570
Registered
12/1/2006
IR 907167
POLARPRO (and design)
Japan
9
12/1/2006
A0006570
Registered
12/1/2006
IR 907167
POLARPRO (and design)
United Kingdom
9
12/1/2006
UK00800907167
Registered
12/1/2006
UK00800907167
73
Table of Contents
Trademark
TM Image
Country
Class
App. Date
Reg. Date
App. No.
Reg. No.
Status
POLARPRO (and design)
WIPO
9
12/1/2006
A0006570
Registered
12/1/2006
IR 907167
QUICKLOGIC
Australia
9
3/8/2005
1045371
Registered - DNR - Allow
8/6/2007
1045371
to Lapse
QUICKLOGIC
Canada
9
1/6/2015
1709541
Registered
9/8/2016
TMA948769
QUICKLOGIC
China
9
2/5/2015
16314201
Registered
5/14/2016
16314201
QUICKLOGIC
China
9
3/9/2005
4531068
Registered - Renewed
12/14/2007
4531068
QUICKLOGIC
EUTM
9, 16, 42
3/8/2005
004326931
Registered - Renewed
4/20/2006
004326931
QUICKLOGIC
EUTM
9, 38, 42
11/11/2014
013447826
Registered - Renewed
3/6/2015
013447826
QUICKLOGIC
Hong Kong
9
3/7/2005
300381276
Registered - DNR - Allow
6/26/2006
300381276
to Lapse
QUICKLOGIC
India
9
3/7/2005
1342958
Registered - DNR - Allow
10/27/2008
1342958
to Lapse
QUICKLOGIC
Israel
9
3/7/2005
179090
Registered - DNR - Allow
3/7/2005
179090
to Lapse
QUICKLOGIC
Japan
9
12/1/2014
2014100965
Registered
10/2/2015
5797249
QUICKLOGIC
Japan
9
3/7/2004
2005019257
Registered - Renewed
6/24/2005
4875059
QUICKLOGIC
Singapore
9
3/8/2005
T0503155C
Registered - DNR - Allow
10/10/2005
T0503155C
to Lapse
QUICKLOGIC
South Korea
9
3/8/2005
4020050009713
Registered - Renewed
12/9/2005
400642609
QUICKLOGIC
South Korea
9
1/28/2015
4020150006538
Registered
11/11/2015
401142362
74
Table of Contents
Trademark
TM Image
Country
Class
App. Date
Reg. Date
App. No.
Reg. No.
Status
QUICKLOGIC
Taiwan
9
1/26/2015
104004596
Registered
10/1/2015
01730543
QUICKLOGIC
Taiwan
9
3/8/2005
094010095
Registered - Renewed
1/16/2006
1191870
QUICKLOGIC
United Kingdom
9, 16, 42
3/8/2005
UK00904326931
Registered - DNR - Allow
4/20/2006
UK00904326931
to Lapse
QUICKLOGIC
United Kingdom
9, 38, 42
11/11/2014
UK00913447826
Registered - Renewed
3/6/2015
UK00913447826
QUICKLOGIC
United States
9
9/4/2014
86385987
Registered
11/3/2015
4843994
QUICKLOGIC
United States
9
9/9/2004
78481189
Registered
11/8/2005
3013357
QUICKLOGIC (and design) (new)
Canada
9
1/6/2015
1709542
Registered
9/8/2016
TMA948771
QUICKLOGIC (and design) (new)
China
9
2/5/2015
16314202
Registered
5/14/2016
16314202
QUICKLOGIC (and design) (new)
EUTM
9, 38, 42
11/11/2014
013447842
Registered - Renewed
3/6/2015
013447842
QUICKLOGIC (and design) (new)
Japan
9
12/1/2014
2014100966
Registered
10/2/2015
5797250
QUICKLOGIC (and design) (new)
South Korea
9
1/28/2015
4020150006534
Registered
11/11/2015
401142361
QUICKLOGIC (and design) (new)
Taiwan
9
1/26/2015
104004598
Registered
3/16/2016
01758796
QUICKLOGIC (and design) (new)
United Kingdom
9, 38, 42
11/11/2014
UK00913447842
Registered - Renewed
3/6/2015
UK00913447842
QUICKLOGIC (and design) (new)
United States
9
9/4/2014
86385990
Registered
11/3/2015
4843995
VIALINK
United States
9
2/20/1990
74030945
Registered - Renewed
6/30/1992
1698304
Record Count 42
75