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EX-99.1 - PRESS RELEASE - MoSys, Inc. | mosy_ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event Reported): August 10,
2021
MOSYS, INC.
(Exact
Name of Registrant as Specified in Charter)
000-32929
(Commission
File Number)
Delaware
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77-0291941
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(State
or Other Jurisdiction of Incorporation)
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(I.R.S.
Employer Identification Number)
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2309 Bering Dr.
San Jose, California 95131
(Address
of principal executive offices, with zip code)
(408) 418-7500
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, par value $0.001 per share
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MOSY
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging
growth company [ ]
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [ ]
Item 2.02 Results of Operations and Financial
Condition.
On
August 10, 2021, MoSys, Inc. (the “Company”) issued a
press release announcing its financial results for the three and
six months ended June 30, 2021. A copy of this press release is
furnished as Exhibit 99.1 to this report. The press release should
be read in conjunction with the cautionary language regarding
forward-looking statements, which are included in the text of the
release.
In addition to disclosing financial results calculated in
accordance with U.S. generally accepted accounting principles
(“GAAP”), management also presents information
regarding the Company’s performance over comparable periods
based on operating expenses (research and development and
sales, general and administrative), operating income (loss), net
income (loss) and net income (loss) per share, exclusive of
stock-based compensation, restructuring and impairment charges, a
one-time deemed dividend and gains on extinguishment of debt.
Because management discloses financial measures calculated without
taking into account these items, these financial measures are
characterized as “non-GAAP financial measures” under
Securities and Exchange Commission rules.
Stock-based
compensation charges represent non-cash charges related to equity
awards granted by the Company. Although these are recurring charges
to the Company’s operations, management believes the
measurement of these amounts can vary considerably from period to
period and depend substantially on factors that are not a direct
consequence of operating performance that is within
management’s control. Thus, management believes that
excluding these charges facilitates comparisons of the
Company’s operational performance in different periods, as
well as with similarly determined non-GAAP financial measures of
comparable companies.
The
Company’s non-GAAP financial measures exclude deemed
dividends. In April 2020, the Company completed an offering of
common stock (the “Offering”). As a result of the
Offering, the exercise price of 1,845,540 common stock purchase
warrants issued in a public offering of securities completed in
October 2018 was reduced from $6.00 to $2.40 per share. The Company
accounted for the warrant exercise price adjustment as a deemed
dividend, which increased the net loss attributable to common
stockholders for the twelve months ended December 31,
2020.
The
Company’s non-GAAP financial measures also exclude gains on
debt extinguishment. During the quarter ended March 31, 2021, the
Company made repayments on the principal balance and accrued
interest of its outstanding senior secured convertible notes (the
“Notes”). In connection with the repayments and
subsequent settlement of the Notes, the Company recorded a gain on
the extinguishment of the Notes. During the quarter ended June 30,
2021, the Company’s outstanding promissory note with Wells
Fargo Bank N.A., which was received pursuant to the Paycheck Protection Program (the
“PPP”) under the CARES Act, was forgiven by the Small
Business Administration under the terms of the PPP. In connection
with the forgiveness of the Company’s PPP note, the
Company recorded a gain on the extinguishment of the
Notes.
The
Company’s non-GAAP financial measures also exclude
restructuring charges related to reductions in workforce and
associated operating expenses to reduce net loss and cash burn and
to realign resources. The Company has incurred restructuring
charges in prior periods and may do so in the future, and such
charges should be considered in evaluating the performance of the
Company and its management. However, management believes that
presenting financial measures that exclude these charges
facilitates comparisons with the Company’s ongoing operating
results as well as those of other companies in its business
sector.
Adjusted
EBITDA is GAAP net income (loss), as reported on the
Company’s consolidated statements of operations, excluding
stock-based compensation, restructuring and impairment charges,
interest expense, depreciation, the provision (benefit) for income
taxes, the gains on debt extinguishment and the one-time deemed
dividend.
Management and the
Company’s board of directors will continue to analyze the
historical consolidated results of operations and comprehensive
income (loss) (revenue, research and development expenses, selling,
general and administrative expenses, operating income (loss), net
income (loss) and net income (loss) per share) and adjusted EBITDA
to assess the business and compare operating results to the
Company’s performance objectives. For example, the
Company’s budgeting and planning process utilizes these
non-GAAP financial measures.
The
Company discloses these non-GAAP financial measures to the public
as an additional means by which investors can assess the
Company’s performance and to identify the Company’s
operating results for investors on the same basis applied by
management. The non-GAAP financial measures disclosed by the
Company should not be considered a substitute for, or superior to,
financial measures calculated in accordance with GAAP, and the
financial results calculated in accordance with GAAP and
reconciliations to those financial statements should be carefully
evaluated. The non-GAAP financial measures used by the Company may
be calculated differently from, and, therefore, may not be
comparable to, similarly titled measures used by other companies.
The Company has furnished reconciliations of the non-GAAP financial
measures to the most directly comparable GAAP financial measures in
the press release furnished as Exhibit 99.1.
Moreover,
although these non-GAAP financial measures adjust expense, they
should not be viewed as a pro-forma presentation reflecting the
elimination of the underlying share-based compensation programs,
which are an important element of the Company’s compensation
structure. GAAP requires that all forms of share-based payments
should be valued and included, as appropriate, in results of
operations. Management believes these expenses are a material part
of the Company’s operating results.
The
information contained in this Current Report on Form 8-K and
Exhibit 99.1 hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed
incorporated by reference to any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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Press Release by MoSys,
Inc. dated August 10, 2021
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MOSYS,
INC.
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Date: August 10, 2021
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By:
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/s/ James
W.
Sullivan
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James W. Sullivan
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Vice President of Finance and Chief Financial Officer
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