Pixelworks SEC Filings

Pixelworks, Inc. (PXLW) furnished its quarterly update under Item 2.02, announcing financial results for the three and nine months ended September 30, 2025. The company issued a press release and held a conference call discussing these results, which included forward‑looking statements with related cautionary disclosures.

The press release and conference call script were furnished as Exhibits 99.1 and 99.2, respectively, and are not deemed filed under the Exchange Act. Pixelworks’ common stock trades on The Nasdaq Global Market under the symbol PXLW.

Pixelworks, Inc. (PXLW) filed a Form S-8 registering 208,334 shares of common stock issuable under its Amended and Restated 2006 Stock Incentive Plan. The filing is made under General Instruction E to register additional securities of the same class as prior S‑8s and becomes effective upon filing pursuant to Rule 462.

The company notes prior S‑8 registrations and that all share amounts reflect the one‑for‑three reverse split on June 4, 2008 and the one‑for‑twelve reverse split on June 6, 2025.

Pixelworks, Inc. (PXLW) called a virtual special meeting for November 26, 2025 to seek shareholder approval to sell all shares of its majority-owned subsidiary, Pixelworks Semiconductor Technology (Shanghai) Co., Ltd., to a buyer led by VeriSilicon. If all non-VeriSilicon shares are purchased at closing, the total purchase price is approximately RMB 930 million (about $130 million) before expenses. The Board unanimously recommends voting FOR all proposals.

Pixelworks LLC currently owns about 78.1% of Pixelworks Shanghai and expects to hold 49.5% immediately before closing. After share transfers to minority holders, transaction costs and China withholding taxes, estimated cash proceeds to Pixelworks LLC are $50–$60 million. Morgan Stanley opined that a Total Equity Value of RMB 950 million for 100% of Pixelworks Shanghai was fair from a financial point of view. Approval requires the affirmative vote of 67% of shares outstanding; there were 6,293,545 shares outstanding as of the October 17, 2025 record date. Either party may owe a $5,000,000 termination fee under specified conditions. The company states shareholders will not receive sale proceeds, and RMB convertibility controls could affect movement of funds from China.

Pixelworks, Inc. announced the sale of 37 patents and related rights to an unrelated third party for $3.0 million. The company expects to record an approximate $3.0 million gain from the transaction in the fourth quarter of 2025.

The patents originated from Pixelworks’ 2017 acquisition of ViXS Systems, Inc., and Pixelworks became sole owner in 2021. Management noted the technologies covered by these assets pertain to markets the company no longer pursues, indicating a monetization of non-core intellectual property.

Pixelworks (PXLW) called a special meeting to seek shareholder approval to sell its stake in Pixelworks Semiconductor Technology (Shanghai) Co., Ltd. to a buyer led by VeriSilicon. The deal, governed by an October 15, 2025 Share Purchase Agreement and Amendment, would transfer all shares held by Pixelworks LLC and shares from other holders (excluding VeriSilicon).

If all targeted shares are purchased at closing, the total Purchase Price is approximately RMB 930 million (about $130 million) before expenses. After minority-holder share transfers under Support Agreements, transaction costs and China withholding taxes, Pixelworks estimates cash proceeds of $50–$60 million. The company will retain and focus on its Cinema business, including the TrueCut Motion platform.

Morgan Stanley opined that an equity value of RMB 950 million for 100% of Pixelworks Shanghai was fair from a financial point of view to all Pixelworks Shanghai shareholders taken as a whole. The agreement includes a $5,000,000 termination fee payable by either side in specified circumstances. The company notes potential PRC currency controls could delay or limit transfer of proceeds, and shareholders will not receive sale proceeds via a special dividend.

Pixelworks, Inc. (PXLW) agreed to sell all of its shares in Pixelworks Shanghai to a VeriSilicon-led buyer at an equity value of RMB 950 million (approximately $133 million). The sale is described as the sale of substantially all of the Company’s assets and is subject to approval by holders of 67% of outstanding common stock. If closing conditions are met, the Company expects to close by December 31, 2025.

After transferring a portion of Shanghai shares to minority holders, transaction costs, and PRC withholding taxes, Pixelworks expects to receive approximately $50–$60 million in net cash at closing. The agreement includes reciprocal $5,000,000 termination fees under specified circumstances. An amendment allocates transaction expenses so the buyer pays up to the lesser of 20% or $1.1 million, with the Company covering the remainder.

The Company entered a Transaction Bonus Agreement with its CFO providing up to $325,000 if a qualifying transaction closes by December 31, 2025 and net cash received reaches $70,000,000, scaled down by $1,000 per each $100,000 below that amount.

Pixelworks, Inc. discloses that its public float held by non-affiliates is $70,154,487, based on 5,626,878 shares outstanding as of September 30, 2025 and a closing Nasdaq price of $13.00 on October 3, 2025. Because the public float is below $75,000,000, the company states it will not sell common stock in a primary public offering exceeding one-third of its public float in any 12-month period under General Instruction I.B.6 of Form S-3.

The document also notes a one-for-twelve reverse stock split effective June 6, 2025, that Pixelworks previously sold $4,814,026 of shares under the same Form S-3 instruction in the prior 12 months, and references consolidated disclosures and notes about a Chinese subsidiary, Pixelworks Semiconductor Technology (Shanghai) Co., Ltd. and related financing transactions in 2021–2022.

Pixelworks, Inc. reported a material event in an 8-K describing transaction documents and procedural disclosures related to a securities offering. The company referenced a Common Stock Purchase Agreement and a Placement Agency Agreement dated October 6, 2025, identified Roth as the placement agent and Miller Nash LLP as legal counsel providing an opinion and consent. The filing states that certain holders are subject to lock-up agreements restricting sales and derivative transactions in the common stock. The company also included a press release dated October 6, 2025 and cautioned that statements about the offering, expected timing and proceeds are forward-looking and subject to risks and uncertainties.

Pixelworks insider transaction: Chief Financial Officer Aman Haley F reported a sale of 1,173 shares of Pixelworks, Inc. (PXLW) on 08/19/2025 at a price of $8.5602 per share. The sale was made to cover the tax obligation arising from restricted stock units that vested on 08/15/2025. After the transaction, the reporting person beneficially owned 43,562 shares, held directly. The Form 4 was signed and dated 08/20/2025. No derivative transactions or other changes in ownership were reported on this filing.