UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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. |
Sales Agreement
On November 14, 2024, Pixelworks, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company agreed to issue and sell (the “Offering”) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $10.0 million, from time to time, through an “at the market” equity offering program under which Roth will act as sales agent.
Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Roth may sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made through the Nasdaq Global Market or on any other existing trading market for the Common Stock. The Company will pay Roth a commission equal to two and a half percent (2.5%) of the gross sales proceeds of any Common Stock sold through Roth under the Sales Agreement, and also has provided Roth with customary indemnification rights and has agreed to reimburse Roth for legal fees and disbursements pursuant to the Sales Agreement. The Sales Agreement may be terminated by the Company upon prior notice to Roth or by Roth upon prior notice to the Company, or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. The Company is not obligated to sell any shares under the Sales Agreement.
Any sales of shares under the Sales Agreement will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-275569), including the related prospectus, that was filed with the Securities and Exchange Commission on November 15, 2023 and amended on each of November 16, 2023, January 5, 2024, February 2, 2024 and February 9, 2024 and declared effective on February 13, 2024, as supplemented by a prospectus supplement dated November 14, 2024.
The foregoing description of the material terms of the Sales Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
A copy of the opinion of Tonkon Torp LLP relating to the validity of the Common Stock issued in the Offering is filed herewith as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 1.1 | Sales Agreement, dated November 14, 2024, between Pixelworks, Inc. and Roth Capital Partners, LLC. | |
| 5.1 | Opinion of Tonkon Torp LLP. | |
| 23.1 | Consent of Tonkon Torp LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| PIXELWORKS, INC. | ||||||
| (Registrant) | ||||||
| Dated: November 14, 2024 | /s/ Haley F. Aman | |||||
| Haley F. Aman | ||||||
| Chief Financial Officer | ||||||