GSI Technology Files 8-K for Material Agreement

TL;DR

GSI Tech signed a big deal, filing an 8-K on 5/22 for the 5/17 event.

AI Summary

GSI Technology, Inc. filed an 8-K on May 22, 2024, reporting a material definitive agreement and financial statements. The filing date for the report is May 17, 2024. The company is based in Sunnyvale, California.

Why It Matters

This filing indicates GSI Technology has entered into a significant agreement, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of a material agreement and financial information, not indicating immediate operational or financial distress.

Key Numbers

• 001-33387 — SEC File Number (Identifies the company's filing with the SEC)

Key Players & Entities

• GSI Technology, Inc. (company) — Registrant
• May 17, 2024 (date) — Earliest event reported
• May 22, 2024 (date) — Filing date
• Sunnyvale, California (location) — Principal executive offices
• 001-33387 (company_id) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ge on which registered: Common Stock, $0.001 par value GSIT The Nasdaq Stock Mar
• $11.85 million — e property in Sunnyvale, California for $11.85 million in cash. On May 17, 2024, the Company a
• $200,000 — dment") to reduce the purchase price by $200,000, from $11.85 million to $11.65 million.
• $11.65 million — ice by $200,000, from $11.85 million to $11.65 million. As part of the Third Amendment, the Pu
• $250,000 — eement, agreed to deliver an additional $250,000 to the deposit escrow. The $500,000 of
• $500,000 — nal $250,000 to the deposit escrow. The $500,000 of cash in the deposit escrow is now no

Filing Documents

• tm2415311d1_8k.htm (8-K) — 26KB
• tm2415311d1_ex10-1.htm (EX-10.1) — 12KB
• tm2415311d1_ex10-2.htm (EX-10.2) — 14KB
• 0001104659-24-064306.txt ( ) — 226KB
• gsit-20240517.xsd (EX-101.SCH) — 3KB
• gsit-20240517_lab.xml (EX-101.LAB) — 33KB
• gsit-20240517_pre.xml (EX-101.PRE) — 22KB
• tm2415311d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

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 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Second Amendment to Purchase and Sale Agreement with Escrow Instructions dated May 17, 2024 between GSI Technology, Inc. and D.R. Stephens & Company, LLC 10.2 Third Amendment to Purchase and Sale Agreement with Escrow Instructions dated May 21, 2024 between GSI Technology, Inc. and D.R. Stephens & Company, LLC 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: May 22, 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