On October 15, 2025, the Company, Pixelworks Shanghai, Pixelworks LLC and the Buyer also entered into an Amendment Agreement (the “Amendment Agreement”), which amends the Purchase Agreement by allocating the financial responsibility for all transaction expenses between the Company and the Buyer such that the Buyer shall pay for transaction expenses up to the lesser of 20% or $1.1 million USD, and the Company shall be responsible for paying all remaining transaction expenses. The other terms of the Purchase Agreement are otherwise unchanged.
The Amendment Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated by reference herein. Information regarding the terms and conditions of the Amendment Agreement set forth in this report is subject to, and qualified in its entirety by, the Amendment Agreement.
On October 14, 2025, Pixelworks LLC entered into a Support Agreement (the “Support Agreements”) and the Company, Pixelworks LLC, and Pixelworks Shanghai entered into a Termination and Release Agreement (the “Release Agreements”) with VeriSilicon and each Selling Shareholder (collectively, VeriSilicon and the Selling Shareholders are the “Minority Shareholders”), pursuant to which each Minority Shareholder has agreed to release the Company and its affiliates from all repurchase rights held by the Minority Shareholder in exchange for the transfer of a portion of the shares of Pixelworks Shanghai held by Pixelworks LLC immediately prior to the closing of the Sale. The repurchase rights are those described in our Form 10-Q for the quarter ended June 30, 2025. Net of the shares of Pixelworks Shanghai transferred under the Support Agreements with the Minority Shareholders, transaction costs, and withholding taxes in China, the Company expects to receive cash in the range of approximately $50 million to $60 million upon closing of the Sale.
Forms of the Support Agreement and Release Agreement are filed as Exhibit 10.3 to this Current Report on Form 8-K and are incorporated by reference herein. Information regarding the terms and conditions of the Support Agreements and Release Agreements set forth in this report is subject to, and qualified in its entirety by, the Forms of Support Agreement and Release Agreement, respectively.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Executive Compensation
On October 10, 2025, the Company entered into a Transaction Bonus Agreement with Haley F. Aman, its Chief Financial Officer. Pursuant to the Transaction Bonus Agreement, Mrs. Aman has the opportunity to earn a cash bonus based on the closing of a Qualifying Transaction before December 31, 2025, resulting in net cash proceeds received by the Company of between $40,000,000 (the “Minimum”) and $70,000,000 (the “Maximum”). “Qualifying Transaction” means a transaction or series of related transactions that results in any entity, or more than one entity acting as a group, acquiring ownership of the shares of Pixelworks Shanghai from the Company (through its subsidiary, Pixelworks LLC), such that following the closing the Company will hold no more than 20% of the total outstanding shares of Pixelworks Shanghai, in exchange for cash that is received by the Company or one of the Company’s other subsidiaries. The amount of the Transaction Bonus will be calculated based on the net cash proceeds received by the Company from the Qualifying Transaction. At the Maximum, the Transaction Bonus will be $325,000, with the bonus amount for net cash proceeds below the Maximum reduced by $1,000 for every $100,000 reduction in net cash proceeds received. Payment of a Transaction Bonus and the amount thereof will be in the sole discretion of our Board of Directors with respect to net cash proceeds in an amount below the Minimum or above the Maximum. The Transaction Bonus, if any, will be payable within sixty (60) days following the closing of the Qualifying Transaction.
A copy of the Transaction Bonus Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K, and is incorporated by reference. Information regarding the terms and conditions of the Transaction Bonus Agreement set forth in this report is subject to, and qualified in its entirety by, the Transaction Bonus Agreement.
Item 7.01. Regulation FD Disclosure.
On October 15, 2025, the Company issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 701, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Form 8- K are forward-looking statements. Examples of such statements include, but are not limited to, statements regarding the closing of the Sale and the expected timing thereof; the satisfaction of closing conditions with respect to the Sale, including approval by the Company’s shareholders; the expected amount of gross proceeds from the Sale; the Company’s expectations regarding the use of net proceeds from the Sale; and the amount that may be paid to an executive officer in connection with the transaction. We may not actually achieve the plans, carry out the intentions or meet the expectations or
