UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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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
| 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) |
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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 | ||
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