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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) March 20, 2025
 
QuickLogic Corporation
(Exact name of registrant as specified in its charter) 
 
Delaware
 
000-22671
 
77-0188504
         
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
         
2220 Lundy Avenue, San Jose, CA
     
95131-1816
(Address of principal executive offices)
     
(Zip Code)
 
 
Registrants telephone number, including area code (408) 990-4000
 
N/A
(Former name or former address, if changed since last report)
 
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)
 
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))
 
Pre-commencement communicati1ons 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)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
QUIK
The Nasdaq Capital Market
 
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).
 
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. ☐
 
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Item 1.01 Entry into a Material Definitive Agreement.
 
Effective March 17, 2025, QuickLogic Corporation (the “Company”) entered into the Eighth Amendment (the “Eighth Amendment”), dated as of March 14, 2025, to their Amended and Restated Loan and Security Agreement (as amended, the “Loan Agreement”) dated December 21, 2018, with Heritage Bank of Commerce (the “Bank”). The Eighth Amendment amends the Loan Agreement to, among other things, extend the loan maturity date for one year through December 31, 2026.
 
The foregoing description of the Eighth Amendment to the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Amendment, a copy of which is attached as Exhibit 10.1 hereto.
 
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 above in Item 1.01 is incorporated by reference herein.
 
Item 8.01 Other Events.
 
On March 20, 2025, the Company issued a press release announcing that it had entered into the Eighth Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
 
 
Exhibit
Number
 
Description
*
10.1  
 
*
99.1
 
 
104
 
Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.
       
*
Filed herewith.
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: March 20, 2025
QuickLogic Corporation
   
 
/s/ Elias Nader
 
Elias Nader
Chief Financial Officer and Senior Vice-President, Finance
(Principal Financial Officer)
 
 
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Exhibit 10.1

 

 

EIGHTH AMENDMENT

TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

 

This Eighth Amendment to Loan and Security Agreement is entered into as of March 14, 2025 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”) and QUICKLOGIC CORPORATION (“Borrower”).

 

RECITALS

 

Borrower and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of December 21, 2018 and as amended from time to time, including pursuant to that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of November 6, 2019 and that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of December 11, 2020, that certain Third Amendment to Loan and Security Agreement dated as of August 16, 2021, that certain Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of November 16, 2021, that certain Fifth Amendment to Amended and Restated Loan and Security Agreement dated as of April 4, 2022, that certain Sixth Amendment to Amended and Restated Loan and Security Agreement dated as of December 31, 2022, and that certain Seventh Amendment to Amended and Restated Loan and Security Agreement dated as of December 7, 2023 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

 

 

NOW, THEREFORE, the parties agree as follows:

 

1.        The following definition in Section 1.1 of the Agreement is amended and restated in its entirety to read as follows:

 

“Revolving Maturity Date” means December 31, 2026.

 

 

2.

The following is added as a new subsection (b) after the end of Section 2;1(a) of the Agreement:

 

(b) Bank Services. From time to time, Borrower may request, and Bank may provide, various bank services to Borrower, including automated clearing house transactions, credit cards, controlled disbursement accounts and check cashing services and the issuance of letters of credit (“Bank Services”), subject to Borrower’s execution and delivery of Bank’s standard agreements with respect to such Bank Services. Any amounts Borrower owes Bank pursuant to such Bank Services shall be deemed to be Obligations hereunder; Bank may require such obligations to be secured by cash collateral in such amounts and on terms reasonably acceptable to Bank.

 

 

3.

Section 6.3(d) of the Agreement is replaced in its entirety with the following:

 

(d) [Intentionally Omitted]

 

 

4.

Exhibit C to the Agreement is replaced in its entirety with the Exhibit C attached hereto.

 

5.        Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

 

6.        Borrower affirms and acknowledges that by submitting a Payment/Advance Form to Bank pursuant to Section 3.2 of the Agreement, Borrower is certifying that the representations and warranties contained in Section 5 of the Agreement are true and correct in all material respects, and that there are no actions or proceedings pending by or against Borrower or any Subsidiary before any court or administrative agency, on and as of the date of Borrower’s request for such Credit Extension, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension.

 

1

 

7.    Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.

 

8.    This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof.

 

9.    As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

 

 

(a)

all original signed Loan Documents, duly executed by Borrower, including:

 

 

(i)

this Amendment; and

 

 

(ii)

corporate resolutions and incumbency certificate;

 

 

(b)

payment of all Bank Expenses incurred through the date of this Amendment; and

 

(c)        such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

2

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

 

 

QUICKLOGIC CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ Elias Nader

 

 

Name:

 Elias N. Nader

 

 

Title:

 CFO and Senior VP of  Finance

 

       
       
       
  HERITAGE BANK OF COMMERCE  
       
       
  By: /s/ David Mears  
  Name: David Mears  
  Title: Vice President  

 

3

 

 

EXHIBIT C

COMPLIANCE CERTIFICATE

 

TO:

HERITAGE BANK OF COMMERCE

 

FROM:

QUICKLOGIC CORPORATION

 

The undersigned authorized officer of Quicklogic Corporation hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending          with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

 

Please indicate compliance status by circling Yes/No under Complies column.

 

Reporting Covenant

Required

Complies

       

A/R & A/P Agings

Quarterly within 45 days

Yes

No

Quarterly financial statements

Quarterly within 45 days

Yes

No

Compliance Certificate

Quarterly within 45 days

Yes

No

Annual operating projections (board approved)

Earlier of board approval or within 60 days

Yes

No

 

of fiscal year beginning    

10K and 10Q

Within 5 days of filing

Yes

No

IP Notices

As required under Section 6.10

Yes

No

       

Financial Covenant

Required

Actual

Complies

       
Minimum Cash in Pledged Account   ≥ outstanding amount of Advances           Yes No
       
Minimum Remaining Months Liquidity [Unrestricted cash maintained at Bank (including the amounts held in the Pledged Account) minus the amount of outstanding Advances, divided by the absolute value of Borrower's EBITDA loss] ≥ 9           Yes No

 

Comments Regarding Exceptions: See Attached.   BANK USE ONLY  
         
    Received by:    
Sincerely,     AUTHORIZED SIGNER  
         
    Date:    
         
    Verified:    
SIGNATURE     AUTHORIZED SIGNER  
         
    Date:    
TITLE        
    Compliance Status Yes         No  
DATE        

 

4

Exhibit 99.1

 

QuickLogic Announces the Amendment and Extension of Credit Facility

 

SAN JOSE, Calif., March 20, 2025 /PRNewswire/ -- QuickLogic Corporation (NASDAQ: QUIK) ("QuickLogic" or the "Company"), a leading provider of embedded FPGA (eFPGA) Hard IP, and ruggedized FPGAs, today announced that, effective March 17, 2025, it entered into an eighth amendment (the "Eighth Amendment") to its amended and restated credit facility, dated as of December 21, 2018 (as amended, the "Credit Agreement") to maintain the line of credit and extend the maturity date.

 

The Eighth Amendment maintains the credit facility of $20M and extends the maturity date from December 31, 2025 to December 31, 2026.

 

"We are pleased to have the continued support of Heritage Bank," said Chief Financial Officer, Elias Nader. "Extending our credit facility provides us with enhanced operational flexibility as we continue execution on our large government contract, new eFPGA IP Licenses, and Storefront business while recognizing our solid results and improving business outlook."

 

Additional details on the terms of the amendment are available in the 8-K filed with the Securities and Exchange Commission on March 20, 2025.

 

About QuickLogic

 

QuickLogic Corporation is a fabless semiconductor company specializing in eFPGA Hard IP, discrete FPGAs, and endpoint AI solutions. QuickLogic's unique approach combines cutting-edge technology with open-source tools to deliver highly customizable, low-power solutions for industrial, aerospace, consumer, and computing markets. For more information, visit www.quicklogic.com.

 

QuickLogic uses its website (www.quicklogic.com), the company blog (https://www.quicklogic.com/blog/), corporate Twitter account (@QuickLogic_Corp), Facebook page (https://www.facebook.com/QuickLogic), and LinkedIn page (https://www.linkedin.com/company/13512/) as channels of distribution of information about its products, its planned financial and other announcements, its attendance at upcoming investor and industry conferences, and other matters. Such information may be deemed material information, and QuickLogic may use these channels to comply with its disclosure obligations under Regulation FD. Therefore, investors should monitor the Company's website and its social media accounts in addition to following the Company's press releases, SEC filings, public conference calls, and webcasts.

 

 

 

Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, expectations regarding our future business and results and ability to win new customer contracts and actual results may differ due to a variety of factors including: delays in the market acceptance of the Company's new products; the ability to convert design opportunities into customer revenue; our ability to replace revenue from end-of-life products; the level and timing of customer design activity; the market acceptance of our customers' products; the risk that new orders may not result in future revenue; our ability to introduce and produce new products based on advanced wafer technology on a timely basis; our ability to adequately market the low power, competitive pricing and short time-to-market of our new products; intense competition by competitors; our ability to hire and retain qualified personnel; our ability to capitalize on synergies with our subsidiary SensiML Corporation; changes in product demand or supply; general economic conditions; political events, international trade disputes, natural disasters and other business interruptions that could disrupt supply or delivery of, or demand for, the Company's products; the unpredictable and ongoing impact of the effects from the COVID-19 pandemic; and changes in tax rates and exposure to additional tax liabilities. These and other potential factors and uncertainties that could cause actual results to differ materially from the results contemplated or implied are described in more detail in the Company's public reports filed with the Securities and Exchange Commission (the "SEC"), including the risks discussed in the "Risk Factors" section in the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and in the Company's prior press releases, which are available on the Company's Investor Relations website at http://ir.quicklogic.com/, and on the SEC website at www.sec.gov/. In addition, please note that the date of this press release is March 20, 2025, and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We are not obliged to update these statements due to latest information or future events.

 

QuickLogic and logo are registered trademarks of QuickLogic. All other trademarks are the property of their respective holders and should be treated as such.

 

CODE: QUIK-E

 

 
v3.25.1
Document And Entity Information
Mar. 20, 2025
Document Information [Line Items]  
Entity, Registrant Name QuickLogic Corporation
Document, Type 8-K
Document, Period End Date Mar. 20, 2025
Entity, Incorporation, State or Country Code DE
Entity, File Number 000-22671
Entity, Tax Identification Number 77-0188504
Entity, Address, Address Line One 2220 Lundy Avenue
Entity, Address, City or Town San Jose
Entity, Address, State or Province CA
Entity, Address, Postal Zip Code 95131
City Area Code 408
Local Phone Number 990-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol QUIK
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000882508

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