GSI Technology Reports Material Definitive Agreement

TL;DR

GSIT just signed a new financial deal, could be big.

AI Summary

On April 2, 2024, GSI Technology, Inc. entered into a Material Definitive Agreement related to a financial obligation. The company, headquartered in Sunnyvale, California, filed this 8-K report with the SEC on April 3, 2024, detailing the creation of a direct financial obligation or an off-balance sheet arrangement.

Why It Matters

This filing indicates GSI Technology has entered into a new financial commitment, which could impact its balance sheet and future financial flexibility.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce financial risk, the specifics of which are not detailed in this initial filing.

Key Players & Entities

• GSI Technology, Inc. (company) — Registrant
• April 2, 2024 (date) — Date of earliest event reported
• April 3, 2024 (date) — Filing date
• Sunnyvale, California (location) — Principal executive offices
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ge on which registered: Common Stock, $0.001 par value GSIT The Nasdaq Stock Mar
• $11.85 million — lifornia (the "Sunnyvale Property") for $11.85 million in cash. The Sunnyvale Property consist
• $250,000 — and if terminated by the purchaser, the $250,000 deposit will be refunded to the purchas
• $90,768 — nt initially at a rate of approximately $90,768 per month and the monthly operational e

Filing Documents

• tm2410470d1_8k.htm (8-K) — 27KB
• tm2410470d1_ex10-1.htm (EX-10.1) — 234KB
• tm2410470d1_ex10-2.htm (EX-10.2) — 398KB
• 0001104659-24-042802.txt ( ) — 973KB
• gsit-20240402.xsd (EX-101.SCH) — 3KB
• gsit-20240402_lab.xml (EX-101.LAB) — 33KB
• gsit-20240402_pre.xml (EX-101.PRE) — 22KB
• tm2410470d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On April 2, 2024, GSI Technology, Inc. (the "Company") entered into a purchase and sale agreement (the "Agreement") with D.R. Stephens & Company, LLC, as purchaser, to sell the Company's 1213 Elko Drive property in Sunnyvale, California (the "Sunnyvale Property") for $11.85 million in cash. The Sunnyvale Property consists of approximately 44,277 square feet of industrial and office space where the Company has its headquarters and distribution facilities. The Agreement contains customary representations, warranties, covenants and closing conditions. The Agreement can be terminated by the purchaser for any reason during the purchaser's 45-day diligence period, and if terminated by the purchaser, the $250,000 deposit will be refunded to the purchaser. If termination occurs after the purchaser's 45-day diligence period and before closing, the deposit will not be refunded to the purchaser, except in the event of the Company's default under the Agreement. The foregoing description of the terms of the Agreement is subject to, and qualified in its entirety by, the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The Company further agreed that upon closing, the Company will enter into a lease agreement (the "Lease") and lease all of the Sunnyvale Property from the purchaser that it currently occupies for an initial term of ten years from the closing of the sale of the Sunnyvale Property. The Company has the option to renew the term of the Lease for two additional five-year periods. Pursuant to the Lease, the Company is responsible for base rent initially at a rate of approximately $90,768 per month and the monthly operational expenses, such as maintenance, insurance, property taxes and utilities. The rental rate will increase three percent (3%) per year beginning on the first anniversary of the closing. The foregoing description of the terms of the Lease is subject to, an

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in Item 1.01 of this current report on Form 8-K is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1 Purchase and Sale Agreement dated April 2, 2024 between GSI Technology, Inc. and D.R. Stephens & Company, LLC 10.2 Form of Lease Agreement between D.R. Stephens & Company, LLC or its affiliate, as landlord, and GSI Technology, Inc., as tenant 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: April 2, 2024 GSI Technology, Inc. By: /s/ Douglas M. Schirle Douglas M. Schirle Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR