Subsequent Events |
9 Months Ended |
|---|---|
Sep. 26, 2026 | |
| Subsequent Events | |
| Subsequent Events | Note 10—Subsequent Events Micron Settlement Agreement
On October 5, 2026, we entered into a Settlement and Release Agreement (the “Micron Settlement Agreement”) with Micron Technology, Inc., which settles and mutually releases all pending legal proceedings between us and Micron identified therein.
Micron Patent License Agreement
On October 5, 2026, we entered into a Patent License Agreement (the “Micron License Agreement”) with Micron Technology, Inc. Pursuant to the Micron License Agreement, we granted Micron a worldwide, non-exclusive, non-transferable, non-sublicensable five-year term license to our entire worldwide patent portfolio.
Under the Micron License Agreement, Micron agreed to pay us quarterly license fees of $30 million for each of the twenty calendar quarters from the fourth calendar quarter of 2026 through the third calendar quarter of 2031, for a total value of $600 million during the five-year term of the Micron License Agreement.
Micron Securities Purchase and Lock-Up and Release Agreements
On October 5, 2026, we entered into a Securities Purchase Agreement (the “Micron Purchase Agreement”) and a Lock-Up and Release Agreement (the “Micron Lock-Up and Release Agreement”) with Micron Technology, Inc. Pursuant to the Micron Purchase Agreement, Micron Technology purchased 10 million shares (the “Micron Shares”) of our common stock for an aggregate cash purchase price of $1 million. Pursuant to the Micron Lock-Up and Release Agreement, twenty percent of the Micron Shares will be released from the disposition and transfer restrictions set forth therein on each of the first, second, third and fourth anniversaries of the issuance of the Micron Shares, with the remaining Micron Shares released on the fifth anniversary. The issuance of the Micron Shares to Micron Technology, Inc. was not registered under the Securities Act. The issuance of the Micron Shares was completed in reliance upon Section 4(a)(2) of the Securities Act. The closing of the transactions contemplated by the Micron Purchase Agreement occurred on October 7, 2026. The excess of the fair value of the shares over the purchase price, totaling $39.2 million, was accounted for as consideration payable to a customer and will be recognized as a reduction of license revenue over the five-year license term. Accordingly, we expect to recognize approximately $28.0 million of license revenue per quarter. Transaction and Retention Bonus Letters On November 6, 2026, the independent members of our Board of Directors, advised by the Board's independent compensation consultant, approved one-time cash bonuses for Chun K. Hong, our President and Chief Executive Officer, and Gail Sasaki, our Executive Vice President and Chief Financial Officer, in recognition of their contributions to our multiyear intellectual property monetization strategy, including the negotiation and execution of the Samsung License Agreement and the Micron License Agreement, and to promote their continued retention. On November 6, 2026, we entered into bonus letters with Mr. Hong and Ms. Sasaki reflecting these awards. Mr. Hong is eligible to receive a cash retention bonus of $25.0 million, payable $10.0 million on November 9, 2026 and $3.75 million on each of February 15, May 15, August 15 and November 15, 2027, subject to his continued employment through each payment date. Unpaid installments will be paid in a lump sum upon a termination without cause, a resignation for good reason (subject to a release of claims) or a change in control. If Mr. Hong resigns without good reason or is terminated for cause within three years after November 6, 2026, he must repay a pro rata portion of the amounts paid (or, upon a termination for cause, all of those amounts). Ms. Sasaki will receive a lump-sum cash retention bonus of $4.0 million. If she resigns without good reason or is terminated for cause within two years after November 6, 2026, she must repay a pro rata portion of the bonus (or, upon a termination for cause, the full bonus). This repayment obligation ceases upon a change in control. The retention bonuses were approved after September 26, 2026 and, accordingly, no amounts related to them were recognized in the condensed consolidated financial statements for the three and nine months ended September 26, 2026. We expect to recognize compensation expense for the retention bonuses over the applicable service and retention periods, beginning in the fourth quarter of 2026. The foregoing description of the retention bonus letters is qualified in its entirety by reference to the retention bonus letters for Mr. Hong and Ms. Sasaki, which are filed as Exhibits 10.9 and 10.10, respectively, to this Quarterly Report on Form 10-Q.
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