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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):
May 17, 2024
GSI
Technology, Inc.
(Exact
name of registrant as specified in its charter)
Delaware | |
001-33387 | |
77-0398779 |
(State or other jurisdiction of
incorporation) | |
(Commission File No.) | |
(I.R.S. Employer Identification
No.) |
1213 Elko Drive
Sunnyvale, California 94089 |
(Address of principal executive offices) |
Registrant's telephone number, including area
code:
(408)
331-8800
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 (see General Instruction A.2. below): |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
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)) |
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¨ |
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: |
|
Trading
Symbol(s) |
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Name
of each exchange on which registered: |
Common Stock, $0.001 par value |
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GSIT |
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The Nasdaq Stock Market LLC |
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 1.01 Entry into a Material Definitive Agreement.
GSI Technology, Inc. (the “Company”) previously entered
into a purchase and sale agreement (the “Agreement”) with D.R. Stephens & Company, LLC (the “Purchaser”),
to sell the Company’s 1213 Elko Drive property in Sunnyvale, California for $11.85 million in cash. On May 17, 2024, the Company
and the Purchaser entered into a second amendment to the Agreement (the “Second Amendment”) to extend the diligence period
by five days to Wednesday, May 22, 2024. The foregoing description of the Second Amendment is subject
to, and qualified in its entirety by, the Second Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein
by reference. On May 21, 2024, the Company and the Purchaser entered into a third amendment to the Agreement (the “Third Amendment”)
to reduce the purchase price by $200,000, from $11.85 million to $11.65 million. As part of the Third Amendment, the Purchaser provided
its go forward notice to the Company, waived its termination right under the Agreement and, as set forth in the Agreement, agreed to deliver
an additional $250,000 to the deposit escrow. The $500,000 of cash in the deposit escrow is now nonrefundable, except as set forth in
the Agreement with respect to a default by the Company, casualty or condemnation. The foregoing description of the Third Amendment is
subject to, and qualified in its entirety by, the Third Amendment, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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.
Date: May 22, 2024 |
|
|
|
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GSI Technology, Inc. |
|
|
|
By: |
/s/ Douglas
M. Schirle |
|
|
Douglas M. Schirle |
|
|
Chief Financial Officer |
Exhibit 10.1
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
WITH
ESCROW INSTRUCTIONS
This SECOND AMENDMENT TO PURCHASE
AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS (this “Amendment”), is made and entered into on May 17, 2024, by GSI TECHNOLOGY,
INC., a Delaware corporation (“Seller”), and D.R. STEPHENS & COMPANY, LLC, a California limited liability company
(“Buyer”).
RECITALS
A. Seller and Buyer are
parties to that certain Purchase and Sale Agreement With Escrow Instructions dated April 2, 2024, as amended by that certain First Amendment
to Purchase and Sale Agreement With Escrow Instructions dated April 30, 2024 (as amended, the “Agreement”), for the
purchase and sale of certain real property commonly known as 1213 Elko Drive in Sunnyvale, California, as described therein.
B. Seller and Buyer desire
to amend the Agreement as provided in this Amendment.
NOW, THEREFORE, in consideration
of the mutual covenants contained in this Amendment and the foregoing Recitals (which are incorporated herein by this reference), and
for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Defined Terms. All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.
2. Extension of Due Diligence Period. Notwithstanding anything to the contrary contained in the Agreement, the Due Diligence
Expiration Date is hereby modified to mean 5 p.m. Pacific Time on Wednesday, May 22, 2024. Accordingly, all references to “Due Diligence
Expiration Date” in the Agreement shall mean the Due Diligence Expiration Date as amended by this paragraph.
3. Miscellaneous. Except as expressly amended by this Amendment, the Agreement shall remain unmodified and in full force and
effect. This Amendment may be executed in one or more counterparts all of which, taken together, shall constitute one fully executed original.
The parties agree that a signed copy of this Amendment transmitted by one party to the other party(ies) by facsimile, by electronic transmission,
or by an electronic signature platform (such as DocuSign) will be binding upon the sending party to the same extent as if it had delivered
a signed original of this Amendment.
[Remainder of page intentionally
left blank. Signature page follows.]
IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.
SELLER: |
|
|
|
|
GSI TECHNOLOGY,
INC., |
|
a Delaware corporation |
|
|
|
|
By: |
/s/
Douglas M. Schirle |
|
Name: |
Douglas
M. Schirle |
|
Title: |
CFO |
|
BUYER: |
|
|
|
|
D. R. STEPHENS & COMPANY, LLC, |
|
a California limited liability company |
|
|
|
|
By: |
/s/ Lane Stephens |
|
Name: |
Lane Stephens |
|
Title: |
Manager |
|
Exhibit 10.2
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
WITH
ESCROW INSTRUCTIONS
This THIRD AMENDMENT TO PURCHASE
AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS (this “Amendment”), is made and entered into on May 21, 2024, by GSI TECHNOLOGY,
INC., a Delaware corporation (“Seller”), and D.R. STEPHENS & COMPANY, LLC, a California limited liability company
(“Buyer”).
RECITALS
A. Seller and Buyer are
parties to that certain Purchase and Sale Agreement With Escrow Instructions dated April 2, 2024, as amended by that certain First Amendment
to Purchase and Sale Agreement With Escrow Instructions dated April 30, 2024 and that certain Second Amendment to Purchase and Sale Agreement
With Escrow Instructions dated May 17, 2024 (as amended, the “Agreement”), for the purchase and sale of certain real
property commonly known as 1213 Elko Drive in Sunnyvale, California, as described therein.
B. Seller and Buyer desire
to amend the Agreement as provided in this Amendment.
NOW, THEREFORE, in consideration
of the mutual covenants contained in this Amendment and the foregoing Recitals (which are incorporated herein by this reference), and
for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Defined Terms. All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.
2. Amendment of Purchase Price. Notwithstanding anything to the contrary contained in the Agreement, the Purchase Price is
hereby reduced by $200,000.00 to the amount of $11,650,000.00. Accordingly, all references to “Purchase Price” in the Agreement
shall mean the amount of $11,650,000.00.
3. Go-Forward Notice. Buyer hereby provides the Go Forward Notice to Seller pursuant to Section 5.1(c) of the Agreement, and
concurrently herewith, Buyer shall deliver the $250,000 addition to the Deposit, as set forth in Section 3.3 of the Agreement, to the
Escrow Agent to be placed in the Deposit Escrow. Accordingly, Buyer hereby waives its termination right and affirmatively and expressly
approves and accepts the Property and all conditions, elements and matters pertinent thereto including, without limitation, soil conditions
and any other matter which was or could have been inspected, examined or determined by Buyer prior to the Due Diligence Expiration Date,
and the Deposit is hereby nonrefundable, except as set forth in the Agreement with respect to a default by Seller, casualty or condemnation.
4. Miscellaneous. Except as expressly amended by this Amendment, the Agreement shall remain unmodified and in full force and
effect. This Amendment may be executed in one or more counterparts all of which, taken together, shall constitute one fully executed original.
The parties agree that a signed copy of this Amendment transmitted by one party to the other party(ies) by facsimile, by electronic transmission,
or by an electronic signature platform (such as DocuSign) will be binding upon the sending party to the same extent as if it had delivered
a signed original of this Amendment.
[Remainder of page intentionally
left blank. Signature page follows.]
IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.
SELLER: |
|
|
|
|
GSI TECHNOLOGY,
INC., |
|
a Delaware corporation |
|
|
|
|
By: |
/s/
Douglas M. Schirle |
|
Name: |
Douglas
M. Schirle |
|
Title: |
CFO |
|
BUYER: |
|
|
|
|
D. R. STEPHENS & COMPANY, LLC, |
|
a California limited liability company |
|
|
|
|
By: |
/s/ Lane Stephens |
|
Name: |
Lane Stephens |
|
Title: |
Manager |
|
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