Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was ~~2,177,552~~3,553,184 as of November ~~1, 2019.~~

							September 30,			December 31,
	September 30,			December 31,			2020			2019
	2019			2018			(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	6,170		$	7,104		$	6,921		$	6,053
Short-term investments		650			—			—			300
Accounts receivable		893			1,622			790			1,175
Inventories		1,215			1,148			713			968
Prepaid expenses and other		596			923			359			472
Total current assets		9,524			10,797			8,783			8,968
Property and equipment, net		193			279			86			197
Goodwill		—			420
Right-of-use lease asset		203			—
Right-of-use lease asset, net								352			156
Other		139			260			17			78
Total assets	$	10,059		$	11,756		$	9,238		$	9,399
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	131		$	236		$	80		$	218
Deferred revenue		146			273			—			166
Short-term lease liability		197			—			201			166
PPP note payable, current								171			—
Accrued expenses and other		1,249			1,402			1,233			1,155
Total current liabilities		1,723			1,911			1,685			1,705
Long-term liabilities		19			17
Convertible notes payable		2,858			2,671			3,092			2,858
PPP note payable								408			—
Long-term lease liability								152			—
Total liabilities		4,600			4,599			5,337			4,563
Commitments and contingencies (Note 4)
Stockholders’ equity
Preferred stock, $0.01 par value; 20,000 shares authorized; none issued and outstanding		—			—			—			—
Common stock, $0.001 par value; 120,000 shares authorized; 2,178 shares and 2,148 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively		2			2
Common stock, $0.001 par value; 120,000 shares authorized; 3,553 shares and 2,179 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively								3			2
Additional paid-in capital		243,217			243,022			245,488			243,281
Accumulated other comprehensive income		1			—
Accumulated deficit		(237,761	)		(235,867	)		(241,590	)		(238,447	)
Total stockholders’ equity		5,459			7,157			3,901			4,836
Total liabilities and stockholders’ equity	$	10,059		$	11,756		$	9,238		$	9,399

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Net revenue
Product	$	1,037		$	4,056		$	7,233		$	11,811		$	1,803		$	1,037		$	4,550		$	7,233
Royalty and other		169			287			559			1,338			168			169			649			559
Total net revenue		1,206			4,343			7,792			13,149			1,971			1,206			5,199			7,792
Cost of net revenue		407			1,948			2,989			5,382			677			407			1,811			2,989
Gross profit		799			2,395			4,803			7,767			1,294			799			3,388			4,803
Operating expenses
Research and development		1,097			1,023			3,231			3,064			972			1,097			2,918			3,231
Selling, general and administrative		1,059			919			2,963			3,158			955			1,059			3,054			2,963
Impairment of goodwill		420			3,159			420			3,159			—			420			—			420
Total operating expenses		2,576			5,101			6,614			9,381			1,927			2,576			5,972			6,614
Loss from operations		(1,777	)		(2,706	)		(1,811	)		(1,614	)		(633	)		(1,777	)		(2,584	)		(1,811	)
Interest expense		(54	)		(104	)		(164	)		(531	)		(70	)		(54	)		(181	)		(164	)
Other income, net		30			—			81			—
Loss before income tax provision		(1,801	)		(2,810	)		(1,894	)		(2,145	)
Income tax provision		—			2			—			4
Other income (expense), net														(4	)		30			14			81
Net loss	$	(1,801	)	$	(2,812	)	$	(1,894	)	$	(2,149	)		(707	)		(1,801	)		(2,751	)		(1,894	)
Other comprehensive income, net of tax:
Net unrealized gains on available-for-sale securities		—			—			1			—
Comprehensive loss	$	(1,801	)	$	(2,812	)	$	(1,893	)	$	(2,149	)
Net loss per share

Deemed dividend for warrant exercise price adjustment														—			—			(392	)		—
Net loss attributable to common stockholders													$	(707	)	$	(1,801	)	$	(3,143	)	$	(1,894	)

Net loss per share attributable to common stockholders
Basic and diluted	$	(0.83	)	$	(6.83	)	$	(0.88	)	$	(5.25	)	$	(0.20	)	$	(0.83	)	$	(1.03	)	$	(0.88	)
Shares used in computing net loss per share
Basic and diluted		2,171			412			2,161			409			3,546			2,171			3,037			2,161


Other comprehensive income, net of tax:
Net loss													$	(707	)	$	(1,801	)	$	(2,751	)	$	(1,894	)
Net unrealized gains on available-for-sale securities														—			—			—			1
Comprehensive loss													$	(707	)	$	(1,801	)	$	(2,751	)	$	(1,893	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

																							Accumulated
																				Additional			Other
																Common Stock				Paid-In			Comprehensive		Accumulated
																Shares		Amount		Capital			Income		Deficit			Total
Balance as of December 31, 2019																	2,179	$	2	$	243,281			—	$	(238,447	)	$	4,836
Issuance of common stock for release of awards																	20		—		(1	)		—		—			(1	)
Exercise of pre-funded warrants																	116		—		2			—		—			2
Stock-based compensation																	—		—		68			—		—			68
Net loss																	—		—		—			—		(1,405	)		(1,405	)
Balance as of March 31, 2020																	2,315		2		243,350			—		(239,852	)		3,500
Issuance of common stock for release of awards																	1		—		—			—		—			—
Sale of common stock, net of financing costs																	1,218		1		1,618			—		—			1,619
Deemed dividend for warrant exercise price adjustment																	—		—		392			—		(392	)		—
Stock-based compensation																	—		—		66			—		—			66
Net loss																	—		—		—			—		(639	)		(639	)
Balance as of June 30, 2020																	3,534		3		245,426			—		(240,883	)		4,546
Issuance of common stock for release of awards																	19		—		(1	)		—		—			(1	)
Stock-based compensation																	—		—		63			—		—			63
Net loss																	—		—		—			—		(707	)		(707	)
Balance as of September 30, 2020																	3,553	$	3	$	245,488		$	—	$	(241,590	)	$	3,901


								Accumulated															Accumulated
					Additional			Other												Additional			Other
	Common Stock				Paid-In			Comprehensive		Accumulated						Common Stock				Paid-In			Comprehensive		Accumulated
	Shares		Amount		Capital			Income		Deficit			Total			Shares		Amount		Capital			Income		Deficit			Total
Balance as of December 31, 2018		2,148	$	2	$	243,022			—	$	(235,867	)	$	7,157			2,148	$	2	$	243,022			—	$	(235,867	)	$	7,157
Issuance of common stock for release of awards		9		—		(1	)		—		—			(1	)		9		—		(1	)		—		—			(1	)
Stock-based compensation		—		—		(4	)		—		—			(4	)		—		—		(4	)		—		—			(4	)
Net income		—		—		—			—		10			10			—		—		—			—		10			10
Balance as of March 31, 2019		2,157		2		243,017			—		(235,857	)		7,162			2,157		2		243,017			—		(235,857	)		7,162
Issuance of common stock for release of awards		5		—		—			—		—			—			5		—		—			—		—			—
Stock-based compensation		—		—		119			—		—			119			—		—		119			—		—			119
Unrealized gain on available-for-sale investments		—		—		—			1		—			1			—		—		—			1		—			1
Net loss		—		—		—			—		(103	)		(103	)		—		—		—			—		(103	)		(103	)
Balance as of June 30, 2019		2,162		2		243,136			1		(235,960	)		7,179			2,162		2		243,136			1		(235,960	)		7,179
Issuance of common stock for release of awards		16		—		(3	)		—		—			(3	)		16		—		(3	)		—		—			(3	)
Stock-based compensation		—		—		84			—		—			84			—		—		84			—		—			84
Net loss		—		—		—			—		(1,801	)		(1,801	)		—		—		—			—		(1,801	)		(1,801	)
Balance as of September 30, 2019		2,178	$	2	$	243,217		$	1	$	(237,761	)	$	5,459			2,178	$	2	$	243,217		$	1	$	(237,761	)	$	5,459


								Accumulated
					Additional			Other
	Common Stock				Paid-In			Comprehensive		Accumulated
	Shares		Amount		Capital			Income		Deficit			Total
Balance as of December 31, 2017		404	$	—	$	232,034		$	—	$	(224,688	)	$	7,346
Cumulative effect of accounting change		—		—		—			—		230			230
Issuance costs for the sale of common stock		—		—		(12	)		—		—			(12	)
Issuance of common stock for release of awards		5		—		(38	)		—		—			(38	)
Stock-based compensation		—		—		93			—		—			93
Net income		—		—		—			—		348			348
Balance as of March 31, 2018		409		—		232,077			—		(224,110	)		7,967
Stock-based compensation		—		—		159			—		—			159
Net income		—		—		—			—		315			315
Balance as of June 30, 2018		409		—		232,236			—		(223,795	)		8,441
Issuance of common stock for release of awards		5		—		(8	)		—		—			(8	)
Stock-based compensation		—		—		194			—		—			194
Net loss		—		—		—			—		(2,812	)		(2,812	)
Balance as of September 30, 2018		414	$	—	$	232,422		$	—	$	(226,607	)	$	5,815

The accompanying notes are an integral part of these condensed consolidated financial statements.

		Nine Months Ended						Nine Months Ended
		September 30,						September 30,
		2019			2018			2020			2019
Cash flows from operating activities:
Net loss		$	(1,894	)	$	(2,149	)	$	(2,751	)	$	(1,894	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			148			486			121			148
Stock-based compensation			199			446			197			199
Amortization of intangible assets			—			83
Impairment of goodwill			420			3,159			—			420
Amortization of debt issuance costs			—			30
Accrued interest			164			500			181			164
Other			(11	)		—			(5	)		(11	)
Changes in assets and liabilities
Changes in assets and liabilities:
Accounts receivable			729			(822	)		385			729
Inventories			(67	)		395			255			(67	)
Prepaid expenses and other assets	��		448			782			174			448
Accounts payable			(105	)		(30	)		(138	)		(105	)
Deferred revenue and other liabilities			(257	)		(2,469	)		(35	)		(257	)
Net cash provided by (used in) operating activities			(226	)		411
Net cash used in operating activities									(1,616	)		(226	)
Cash flows from investing activities:
Purchases of property and equipment			(62	)		(45	)		(14	)		(62	)
Proceeds from maturities of short-term investments			925			—			300			925
Purchases of short-term investments			(1,567	)		—			—			(1,567	)
Net cash used in investing activities			(704	)		(45	)
Net cash provided by (used in) investing activities									286			(704	)
Cash flows from financing activities:
Issuance costs for sale of common stock			—			(12	)
Proceeds from PPP note									579			—
Proceeds from sale of common stock, net of financing costs									1,619			—
Net proceeds from exercise of pre-funded warrants									2			—
Taxes paid to net share settle equity awards			(4	)		(46	)		(2	)		(4	)
Net cash used in financing activities			(4	)		(58	)
Net cash provided by (used in) financing activities									2,198			(4	)
Net increase (decrease) in cash and cash equivalents			(934	)		308			868			(934	)
Cash and cash equivalents at beginning of period			7,104			3,868			6,053			7,104
Cash and cash equivalents at end of period		$	6,170		$	4,176		$	6,921		$	6,170
Supplemental disclosure:
Issuance of convertible notes in settlement of accrued interest		$	187		$	846		$	234		$	187
Fair value of warrant exercise price adjustment considered as deemed dividend								$	392		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

MoSys, Inc. (the Company) was incorporated in California in September 1991 and reincorporated in September 2000 in Delaware. The Company’s strategy and primary business objective is to be an IP-rich fabless semiconductor company focused on the development and sale of integrated circuit (IC) and related software and firmware products. ~~Its Bandwidth Engine ICs combine the Company’s proprietary high-density embedded memory with its high-speed 10 gigabits per second and higher interface technology.~~

The accompanying condensed consolidated financial statements of the Company have been prepared without audit.

The condensed consolidated balance sheet as of December 31, ~~2018~~2019 has been derived from the audited consolidated financial statements at that date. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been condensed or omitted in accordance with these rules and regulations of the Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its most recent annual report on Form 10-K filed with the SEC.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to summarize fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The operating results for the three and nine months ended September 30, ~~2019~~2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019~~2020 or for any other future period.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year.

~~On August 27, 2019, the~~The Company ~~filed a certificate of amendment~~is subject to ~~its amended and restated certificate of incorporation~~risks from, among other things, competition associated with the ~~Secretary~~industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of ~~State~~public markets.

The global outbreak of the ~~State~~coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This has negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place” and created significant disruption of ~~Delaware~~the financial markets. The full extent of the COVID-19 impact on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by U.S. and foreign government agencies to ~~effect a 1-for-20 reverse stock split~~prevent disease spread, all of which are uncertain, out of the Company’s ~~shares of common stock. Such amendment~~control, and ~~ratio were previously approved by the Company’s stockholders and board of directors, respectively.~~cannot be predicted.

As a result of the reverse stock split, which was effective August 28, 2019, every 20 shares of the Company’s pre-reverse split outstanding common stock were combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stock holders were not affected by the reverse stock split. No fractional shares were issued in connection with the reverse stock split; stockholders who would otherwise hold a fractional share of the Company’s common stock received cash in an amount equal to the product obtained by multiplying (i) the closing sale price of the common stock on the effective date of the reverse stock split as reported on The Nasdaq Stock Market, by (ii) the number of shares of the common stock held by the stockholder that would otherwise have been exchanged for the fractional share interest. All stock options and restricted stock units outstanding and common stock reserved for issuance under the Company’s equity incentive plans and warrants outstanding immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 20 and, as applicable, multiplying the exercise price by 20, as a result of the reverse stock split.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates.

The Company invests its excess cash in money market accounts, certificates of deposit, commercial paper, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive income. Realized gains and losses and declines in the value judged to be other than temporary are included in the other income, net line item in the condensed consolidated statements of operations and comprehensive loss. The cost of securities sold is based on the specific identification method.

The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

Level 1— Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.

Level 2— Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities may include cash equivalents and available-for-sale securities, which consist primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities.

Level 3— Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity.

The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. There was no allowance for doubtful accounts receivable at either September 30, ~~2019~~2020 or December 31, ~~2018.~~2019.

The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. The Company records inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment to inventory valuation may be required. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company recorded a $0.1 million write down of inventory during the nine months ended September 30, 2020 and recorded no material inventory write-downs during the ~~three and~~ nine months ended September 30, ~~2019 and $0.1 million of inventory write-downs during the three and nine months ended September 30, 2018.~~2019.

The Company generates revenue primarily from sales of IC products and licensing of its IP. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.

Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied.

The majority of the ~~Company's~~Company’s contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 60 days.

~~The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale.~~

The Company’s licensing contracts typically provide for royalties based on the licensee’s use of the Company’s memory technology in its currently shipping commercial products. The Company estimates its royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments are generally received in the subsequent quarter.

The Company’s contract liabilities consist of advance customer payments and deferred revenue. The Company classifies advance customer payments and deferred revenue as current or non-current based on the timing of when the Company expects to recognize revenue.

During the nine months ended September 30, ~~2019,~~2020, the Company recognized revenue of ~~$0.3~~$0.2 million that had been included in deferred revenue atas of December 31, ~~2018.~~2019.

Cost of net revenue consists primarily of direct and indirect costs of IC product sales and engineering personnel costs directly related to maintenance and support services specified in licensing agreements. Maintenance and support typically include engineering support to assist in the commencement of production of a licensee’s products.

The Company determines the amount of potential goodwill impairment by comparing the fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized.

The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to determine the step one fair value, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price continues to experience significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in

circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform an impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s goodwill exceeds its fair value, then the Company must record an impairment charge equal to the difference. The Company performed its annual test for goodwill impairment as of September 1, 2019, and, due to a decrease in the price per share of its common stock, the test results indicated the goodwill carrying value was greater than its implied fair value. Further, the Company concluded a triggering event had occurred due to the sustained decrease in the price per share of its common stock and related reduced market capitalization as of September 30, 2019 and performed an additional test for impairment of its goodwill asset resulting in further indication that the goodwill carrying value was still greater than its implied fair value. As a result of both of these tests, the Company recorded non-cash impairment charges totaling $0.4 million. As a result of these charges, the Company’s goodwill balance was reduced to zero at September 30, 2019.

As of September 30, ~~2019 and December 31, 2018,~~2020, the Company had the following warrants outstanding ~~warrants to purchase common stock:~~(share amounts in thousands):


Warrant type	Number of shares		Exercise Price		Expiration date	Number of Shares		Exercise Price		Expiration
Pre-funded common stock		115,538	$	0.02	None
Common stock		33,125	$	47.00	January 2023		33	$	47.00	January 2023
Common stock		1,845,540	$	6.00	October 2023		1,846	$	2.40	October 2023

Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share gives effect to all potentially dilutive shares of common ~~shares~~stock outstanding during the period. Potentially dilutive shares of common ~~shares~~stock consist of incremental shares of common stock issuable upon the exercise of stock options, vesting of stock awards and shares issuable in conjunction with the outstanding convertible notes.

~~The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except per share amounts):~~

The following table sets forth securities outstanding ~~which~~that were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands):

					September 30,
					2020		2019
	September 30,
	2019		2018
Options to purchase common stock		81		17
Options outstanding to purchase common stock						160		82
Unvested restricted common stock units		91		19		60		91
Convertible debt		245		118
Convertible notes						271		245
Warrants		1,994		33		1,879		1,994
Total		2,411		187		2,370		2,412

~~In 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02,~~ ~~Leases (Topic 842)~~, which sets out the principles for the recognition, measurement, presentation and disclosure of leases. The standard introduces a new lessee model that requires most leases to be recorded on the balance sheet and eliminates the required use of bright-line tests for determining lease classification. In July 2018, the FASB issued the following standards which clarified ASU No. 2016-02 and have the same effective date as the original standard: ASU No. 2018-10, ~~Codification Improvements to Topic 842, Leases and ASU No. 2018-11,~~ ~~Leases (Topic 842): Targeted Improvements~~. ASU No. 2018-11 includes an option to not restate comparative periods in transition and elect to use the effective date of ASU No. 2016-02 as the date of initial application of transition. In March 2019, the FASB issued ASU No. 2019-01, ~~Leases (Topic 842): Codification Improvements,~~ which clarifies ASU No. 2016-02 and is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted ASU No. 2016-02, as amended, on January 1, 2019 using the optional transition method provided by the FASB in ASU No. 2018-11. As the Company did not restate comparative periods, the adoption had no impact on previously reported results. The Company elected to use the practical expedient that allowed it to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases as well as the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component for all asset classes. The adoption of this standard had a material impact on the Company’s condensed consolidated balance sheet due to the recognition of right of use assets and lease liabilities. Upon adoption, the Company recognized right of use assets and lease liabilities of approximately $0.4 million that reflected the present value of future lease payments. The adoption of this standard did not have a material impact on the Company’s condensed consolidated results of operations or cash flows. See Note 9 for further information.

~~In 2016, the FASB issued ASU No. 2016-09,~~ ~~Compensation—Stock Compensation (Topic 718), Improvements to Employee Share-based Payment Accounting~~. ASU No. 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted ASU No. 2016-09 effective January 1, 2019, and has applied the effects of the adoption from that date. ASU No. 2016-09 permits entities to make an accounting policy election related to how forfeitures will impact the recognition of compensation cost for stock-based compensation to: estimate the total number of awards for which the requisite service period will not be rendered (as previously required) or account for forfeitures as they occur. Upon the adoption of ASU No. 2016-09, the Company elected to change its accounting policy to account for forfeitures as they occur. Historically, estimated forfeitures were immaterial to the consolidated financial statements. The amendments in the standard that required use of a modified retrospective transition method did not materially impact the Company. Therefore, the Company did not recognize a cumulative-effect adjustment to accumulated deficit upon adoption.

The estimated fair values of financial instruments outstanding were (in thousands):

The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) (in thousands):

There were no transfers in or out of Level 1 and Level 2 securities during the ~~three or~~ nine months ended September 30, 2020 or 2019.

	September 30,		December 31,		September 30,		December 31,
	2019		2018		2020		2019
	(in thousands)				(in thousands)
Inventories:
Work-in-process	$	755	$	548	$	514	$	746
Finished goods		460		600		199		222
	$	1,215	$	1,148	$	713	$	968

In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has also entered into indemnification agreements with its officers and directors. No material amounts were reflected in the Company’s condensed consolidated financial statements for the ~~three or~~ nine months ended September 30, ~~2019~~2020 or ~~2018~~2019 related to these indemnifications.

The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any material payments related to these indemnification agreements.

The Company is not a party to any legal proceeding that the Company believes is likely to have a material adverse effect on its condensed consolidated financial position or results of operations. From time to time the Company may be subject to legal proceedings and claims in the ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial resources and diversion of management efforts. .

Note 5. Business Segments, Concentration of Credit Risk and Significant Customers

The Company operates in one business segment and uses one measurement of profitability for its business. Net revenue is attributed to the United States and to all foreign countries based on the geographical location of the customer.

The Company recognized revenue from shipment of product and licensing of its technologies to customers by geographical location as follows (in thousands):

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2019		2018		2019		2018		2020		2019		2020		2019
North America	$	930	$	3,652	$	6,004	$	10,393	$	1,494	$	930	$	4,112	$	6,004
Japan		179		364		1,431		2,206		343		179		593		1,431
Taiwan		97		155		225		311		93		97		340		225
Rest of world		—		172		132		239		41		—		154		132
Total net revenue	$	1,206	$	4,343	$	7,792	$	13,149	$	1,971	$	1,206	$	5,199	$	7,792

	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2019	2018	2019	2018	2020	2019	2020	2019
Customer A	33%	37%	27%	34%	33%	*%	32%	*%
Customer B	19%	29%	20%	15%	24%	15%	26%	13%
Customer C	19%	*%	*%	*%	17%	15%	11%	*%
Customer D	15%	*%	18%	17%	11%	33%	*%	27%
Customer E	*%	*%	17%	18%

~~Three~~Four customers accounted for ~~76%~~79% of accounts receivable atas of September 30, ~~2019. Three~~2020. Four customers accounted for ~~63%~~85% of accounts receivable atas of December 31, ~~2018.~~2019.

The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized.

The Company files U.S. federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. All tax returns from ~~2013~~2014 to ~~2018~~2019 may be subject to examination by the Internal Revenue Service, California and other states. Returns filed in foreign jurisdictions may be subject to examination for the years ~~2009~~2010 to ~~2018.~~2019. As of September 30, ~~2019,~~2020, the Company has not recorded any liability for unrecognized tax benefits related to uncertain tax positions.

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on March 27, 2020 in the United States. The CARES Act includes several significant provisions for corporations, including the usage of net operating losses and payroll benefits. As a result of the CARES Act, the Company was able to file for and collect a $0.1 million federal tax receivable for a prior-period alternative minimum tax credit.

The expense relating to stock options is recognized on a straight-line basis over the requisite service period, usually the vesting period, based on the grant-date fair value. The unamortized compensation cost, as of September 30, ~~2019,~~2020, was $0.2 million related to stock options and is expected to be recognized as expense over a weighted-average period of approximately ~~2.2~~1.7 years. The expense related to restricted stock units (RSUs) is generally recognized over a ~~three-to-five year~~three vesting period and is based on the fair value of the underlying stock on the dates of grant. The unamortized compensation cost, as of September 30, ~~2019,~~2020, was $0.3 million related to RSUs and is expected to be recognized as expense over a weighted-average period of approximately ~~2.3~~0.8 years.

For the ~~three and~~ nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, there were no excess tax benefits associated with the exercise of stock options due to the Company’s historical loss positions.

There were no stock options granted during the nine months ended September 30, 2020. The fair value of the Company’s stock options granted during the nine months ended September 30, 2019 ~~and 2018~~ was estimated on the grant dates using the Black-Scholes valuation option-pricing model with the following assumptions:

~~There were no awards granted during the three months ended September 30, 2019 and 2018.~~

The risk-free interest rate was derived from the Daily Treasury Yield Curve Rates, as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. The expected volatility was based on the historical volatility of the Company’s stock price over the expected term of the options. The expected term of options granted was derived from historical data based on employee exercises and post‑vesting employment termination behavior. A dividend yield of zero is applied because the Company has never paid dividends and has no intention to pay dividends in the near future.

Prior to January 1, 2019, the stock‑based compensation expense recorded was adjusted based on estimated forfeiture rates. An annualized forfeiture rate has been used as a best estimate of future forfeitures based on the Company’s historical forfeiture experience. Stock‑based compensation expense was then adjusted in later periods if the actual forfeiture rate is different from the estimate. Upon the adoption of ASU No. 2016-09 on January 1, 2019, the The Company ~~changed its accounting policy and began accounting~~accounts for forfeitures as they occur. ~~Historically, estimated forfeitures were immaterial to the condensed consolidated financial statements.~~

~~A summary of option and RSU activity under the Company’s Amended and Restated 2010 Equity Incentive Plan (the 2010 Plan) is presented below (in thousands, except exercise price):~~

~~A summary of RSU activity under the Plan is presented below (in thousands, except for fair value):~~

~~The total intrinsic value of the RSUs outstanding as of September 30, 2019 was $0.2 million.~~

In August 2019, the Company’s stockholders approved the 2019 Stock Incentive Plan (the 2019 Plan), and, as a result, the Amended and Restated 2010 Equity Incentive Plan (the 2010 Plan) was ~~automatically~~ terminated. No future grants of awards will be made under the 2010 Plan, although it will continue to govern prior awards granted thereunder, until all such awards granted have been exercised, forfeited, canceled, expired or otherwise terminated in accordance with ~~the terms of such grants.~~their terms. The 2019 Plan authorizes the board of directors or the compensation committee of the board of directors to grant a broad range of awards including stock options, stock appreciation rights, restricted stock, performance-based awards, and restricted stock units. Under the 2019 Plan, 182,500 shares have been reserved for issuance.

The term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of the Company’s stock may not exceed five years. The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of

grant. Generally, options granted under the 2019 Plan will vest over a three to four-year period and have a term of 10 years from the date of grant. In addition, the 2019 Plan provides for automatic acceleration of vesting for options granted to non-employee directors upon a change of control of the Company. As

The following table summarizes the activity in the shares available for grant under the 2019 Plan during the nine months ended September 30, 2020 (in thousands, except exercise price):

A summary of RSU activity under the 2019 Plan and the 2010 Plan is presented below (in thousands, except for fair value):

The total intrinsic value of the RSUs outstanding as of September 30, ~~2019, no awards had been granted under the 2019 Plan.~~

The following table summarizes significant ranges of outstanding and exercisable options as of September 30, ~~2019~~2020 (in thousands, except contractual life and exercise price):

	Options Outstanding						Options Exercisable						Options Outstanding						Options Exercisable
			Weighted												Weighted
			Average												Average
			Remaining		Weighted				Weighted						Remaining		Weighted				Weighted
			Contractual		Average				Average		Aggregate				Contractual		Average				Average		Aggregate
	Number		Life		Exercise		Number		Exercise		Intrinsic		Number		Life		Exercise		Number		Exercise		Intrinsic
Range of Exercise Price	Outstanding		(in Years)		Price		Exercisable		Price		value		Outstanding		(in Years)		Price		Exercisable		Price		value
$3.72 - $14.99		64		9.35	$	3.96		11	$	4.00	$	—
$1.57 - $14.99														143		8.51	$	2.63		54	$	2.99	$	—
$15.00 - $25.59		8		4.05	$	15.00		5	$	15.00	$	—		8		2.99	$	15.00		8	$	15.00	$	—
$25.60 - $143.99		3		4.83	$	41.88		2	$	46.93	$	—		3		3.61	$	41.88		3	$	41.83	$	—
$144.00 - $409.99		5		6.90	$	144.00		5	$	144.00	$	—		5		5.90	$	144.00		5	$	144.00	$	—
$410.00 - $924.00		1		5.44	$	430.64		1	$	430.64	$	—		1		4.44	$	430.64		1	$	430.64	$	—
$3.72 - $924.00		81		8.46	$	20.36		24	$	56.81	$	—
$1.57 - $924.00														160		8.04	$	11.02		71	$	21.59	$	—

There were no stock options exercised during the nine months ended September 30, ~~2019~~2020 or ~~2018.~~2019.

On April 21, 2020, the Company completed a registered direct offering of securities under an effective registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended. In the offering, the Company sold 1,218,000 shares of common stock at a price of $1.56 per share to institutional investors. Net proceeds of the offering, after placement agent and other fees and expenses paid by the Company, were approximately $1.6 million. As a result of the offering, the exercise price of the 1,845,540 outstanding common stock purchase warrants that were issued in October 2018 was reduced from $6.00 per share to $2.40 per share. During the quarter ended June 30, 2020, the Company accounted for the warrant exercise price adjustment in accordance with Accounting Standards Codification Topic 260 and determined that the change in the exercise price resulted in a deemed dividend of $392,000 that increased the net loss attributable to common stockholders.

In March 2016, the Company entered into a 10% Senior Secured Convertible Note Purchase Agreement (the ~~“Purchase Agreement”)~~Purchase Agreement) with the purchasers of $8,000,000 principal amount of 10% Senior Secured Convertible Notes due August 15, 2018 (the ~~“Notes”)~~Notes), at par, in a private placement transaction effected pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended. Pursuant to amendments to the Notes and related documents in February and October 2018, the interest rate was reduced to 8%, the maturity date of the Notes was extended to August 15, 2023, and the optional conversion price was reduced from $170.00 of Note principal per share of common stock to $11.434 of Note principal per share of common stock. The conversion price is subject to adjustment upon certain events, such as stock splits, reverse stock splits, stock dividends and similar kinds of transactions, as set forth in the Purchase Agreement. Pursuant to a security agreement, the Notes are secured by a security interest in all of the assets of the Company.

Accrued interest is payable semi-annually in cash or in kind through the issuance of identical new Notes, or with a combination of the two, at the Company’s option. The Notes are noncallable and nonredeemable by the Company. The Notes are redeemable at the election of the holders if the Company experiences a fundamental change (as defined in the Notes), which generally would occur in the event (i) any person acquires beneficial ownership of shares of common stock of the Company entitling such person to exercise at least 40% of the total voting power of all of the shares of capital stock of the Company entitled to vote generally in elections of directors, (ii) an acquisition of the Company by another person through a merger or consolidation, or the sale, transfer or lease of all or substantially all of the Company’s assets, or (iii) the Company’s current directors cease to constitute a majority of the board of directors of the Company within a 12-month period, disregarding for this purpose any director who voluntarily resigns as a director or dies while serving as a director. Effective February 2018, pursuant to one amendment to the Notes, the redemption price was reduced from 120% to 100% of the principal amount of the Note to be repurchased plus accrued and unpaid interest as of the redemption date.

No Note holder shall be entitled to convert such holder’s Note if effective upon the applicable conversion date (i) the holder would have beneficial ownership of more than 19.9% of the voting capital stock of the Company as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, (with exceptions specified in the Purchase Agreement), or (ii) if the shares are being acquired or held with a purpose or effect of changing or influencing control of the Company, or in connection with or as a participant in any transaction having that purpose or

effect, as determined in the sole discretion of the board of directors of the Company. There is no required sinking fund for the Notes. The Notes have not been registered for resale, and the holder(s) do not have registration rights.

The Notes restrict the ability of the Company to incur any indebtedness for borrowed money, unless such indebtedness by its terms is expressly subordinated to the Notes in right of payment and to the security interest of the Note holder(s) in respect to the priority and enforcement of any security interest in property of the Company securing such new debt; provided that the Note holder(s) security interest and cash payment rights under the Notes shall be subordinate to a maximum of $5,000,000 of indebtedness for a secured accounts receivable line of credit facility provided to the Company by a bank or institutional lender; and, provided further, that in no event may the amount of indebtedness to which the security interest of the Note holder(s) is subordinated exceed the outstanding balance of accounts receivable less than 90 days old for which the Company has not recorded an allowance for doubtful accounts pledged under such credit facility.

The Notes define an event of default generally as any failure by the Company to pay an amount owed under the Notes when due (subject to cure periods), a default with respect to other indebtedness of the Company resulting in acceleration of such indebtedness, the commencement of bankruptcy or insolvency proceedings, or the cessation of business. If an event of default occurs under the Notes, the holder(s) of a majority-in-interest of the outstanding principal amount of the Notes may declare the outstanding principal amount thereof to be immediately due and payable and pursue all available remedies, including taking possession of the assets of the Company and selling them to pay the amount of debt then due, plus expenses, in accordance with applicable laws and procedures.

The Company incurred debt issuance costs of approximately $0.1 million, which were recorded as a debt discount and amortized to interest expense over the original repayment period using the effective interest rate method. The interest expense related to the debt discount during the three and nine months ended September 30, 2019 was approximately zero and during the three and nine months ended September 30, 2018 was approximately $6,000 and $30,000, respectively.

In accordance with the October 2018 amendment to the Notes, the Company used $7.4 million of the proceeds from a public offering of securities effected in October 2018 to repay a portion of the Notes. AsSemi-annual interest payments have been made in each of ~~September 30, 2019, the outstanding convertible notes payable of $2.9 million were due in August 2023. In~~ February 2019, August 2019, February 2020 and August ~~2019, semi-annual interest payments of~~2020 for approximately $78,000,

$109,000, $112,000 and ~~$109,000,~~$122,000, respectively, ~~were paid~~ in-kind with the ~~issuance~~issue of an additional ~~note (the Interest Note)~~notes (Interest Notes) to the Purchasers. The Interest Notes have terms identical to the Notes. ~~As of~~At September 30, ~~2019,~~2020, the Notes, Interest Notes and ~~Interest Note~~accrued interest could be converted into a maximum of ~~244,884~~271,121 shares of common stock at $11.434 per share, excluding the effects of future payments of interest in-kind and a beneficial ownership ceiling of 9.9%. The $3.1 million of outstanding Notes are payable in full in 2023.

On May 7, 2020, the Company entered into a Promissory Note with Wells Fargo Bank, N.A. (the Lender) in an aggregate principal amount of $579,330 (the PPP Note), pursuant to the Paycheck Protection Program (the PPP) under the CARES Act.

The term of the PPP Note is two years. Interest will accrue on the outstanding principal balance of the PPP Note at a fixed rate of 1.0%, which shall be deferred for the first ten months of the term of the PPP Note. Monthly payments will be due and payable beginning in March 2021 and continue each month thereafter until maturity of the PPP Note. The Company may prepay principal of the PPP Note at any time in any amount without penalty. The Agreement contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties or provisions of the PPP Note. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or filing suit and obtaining judgment against the Company.

The Company may apply to the Lender for forgiveness of the PPP Note, under the terms of the PPP. No assurance is provided that the Company will obtain forgiveness of the PPP Note in whole or in part, but the Company believes it has used the proceeds in accordance with the PPP. If the PPP Note is not forgiven, principal payments will be due: $244,000 in 2021, $292,000 in 2022, and $43,330 in 2023.

Effective January 1, 2019, the Company adopted ~~ASU~~Accounting Standards Update (ASU) No. 2016-02, as amended, using the alternative transition method, which allowed the Company to initially apply the new lease standard at the adoption date (the “effective date method”). Under the effective date method, comparative periods are presented under previous GAAP, Accounting Standards Codification 840, and do not include any retrospective adjustments to reflect the adoption of ASU No. 2016-02. As an accounting policy, the Company has elected not to apply the recognition requirements to short-term leases and not to separate non-lease components from lease components. The Company also has elected the package of transition provisions available for existing contracts, which allowed the Company to carryforward its historical assessments of (i) whether contracts are or contain leases, (ii) lease classification and (iii) initial direct costs. The adoption did not result in a cumulative-effect adjustment to the opening balance of accumulated deficit. As a result of the adoption, the Company recorded an operating lease ~~right-to-use~~right-of-use asset of $0.4 million and corresponding short-term and long-term liabilities of $0.2 million and $0.2 million, respectively, as of January 1, 2019. The adoption of ASU No. 2016-02 did not have a material impact on the Company’s condensed consolidated statement of operations and comprehensive income or cash flows as of the adoption date.

The Company identified only one lease to be accounted for under ASU No. 2016-02, ~~and this~~which was the lease for its corporate facility ~~which expires in~~that had an initial expiration date of October 31, 2020. The ~~right-to-use~~right-of-use asset and corresponding liability for the facility lease have been measured at the present value of the future minimum lease payments. The discount rate used to measure the lease asset and liability represents the interest rate on the Notes (8%). Lease expense is recognized on a straight-line basis over the lease term, and operating lease expense was $0.2 million for the nine months ended September 30, ~~2019.~~

~~The~~2020. On September 30, 2020, the Company ~~has an option to extend~~and the lessor extended the lease for an additional 20.5 month ~~period, but,~~term commencing November 1, 2020. The Company does not have an option to extend the lease term beyond the current extension.

The extension was accounted for as a lease modification at September 30, 2020. The Company assessed the ~~renewal is not reasonably certain, it has~~lease classification of the facility lease at the modification date and determined that the facility lease should be accounted for as an operating lease. The right-of-use asset and corresponding operating lease liability have been remeasured based on the present value of remaining lease payments over the remaining extended lease term. Non-lease components are not included ~~this renewal option~~ in ~~its accounting for~~ the ~~lease.~~right-of-use asset and liability and are reflected as expense in the period incurred.

~~Our future~~Future minimum payments under ~~our~~the facility operating lease ~~as of~~at September 30, ~~2019~~2020 are ~~listed in the table below~~as follows (in thousands).:

	Operating			Operating
Year ended December 31,	lease
2019	$	55
Year ending December 31,				lease
2020		187		$	52
2021					206
2022					112
Total future lease payments		242			370
Less: imputed interest		(26	)		(17	)
Present value of lease liabilities	$	216		$	353

Supplemental cash flow information related to the operating lease was as follows (in thousands):

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying condensed consolidated financial statements and notes included in this report. This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which include, without limitation, statements about the market for our technology, our strategy, competition, expected financial performance and capital raising efforts, ~~all information disclosed under Item 3~~the impacts of ~~this Part I,~~COVID-19 on our business, and other aspects of our business identified in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission on March ~~12, 2019~~17, 2020 and in other reports that we file from time to time with the Securities and Exchange Commission. Any statements about our business, financial results, financial condition and operations contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “expects,” “intends,” “plans,” ~~“projects,”~~“projects” or similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the risk factors described under Item 1A of our annual report on Form 10-K for the year ended December 31, ~~2018.~~2019 and the risk factors described below under Item 1A of this Form 10-Q. We undertake no obligation to update publicly any forward-looking statements for any reason, except as required by law, even as new information becomes available or events occur in the future.

Our strategy and primary business objective is to be a profitable ~~IP-rich~~intellectual property-rich fabless semiconductor company offering integrated circuits, or ICs, and related software, firmware and intellectual property, or IP, that deliver unparalleled memory bandwidth and access rate performance for high-performance data processing in cloud networking, communications, security appliances, video, test and monitoring, and data center systems. Our solutions deliver time-to-market, performance, power, area and economic benefits for system original equipment manufacturers, or OEMs. Our ~~principal~~primary product line is marketed under the Accelerator Engine name and ~~source of substantially all of~~comprises our ~~revenue is the~~ Bandwidth Engine^® ~~product family. Bandwidth~~ and Programmable HyperSpeed Engine ~~ICs combine~~IC products, which integrate our proprietary, 1T-SRAM^® high-density embedded memory ~~integrated macro functions~~ and ~~high-speed~~a highly-efficient serial interface ~~or SerDes I/O, with our intelligent~~protocol resulting in a monolithic memory IC solution optimized for memory bandwidth and transaction access ~~technology and a highly efficient interface protocol.~~performance. Our second-generation Bandwidth Engine, or Bandwidth Engine 2, products are expected to be our primary revenue source through at least ~~2020,~~2021, and we expect these products to continue to generate significant revenue thereafter. As we are not developing new IC products, from a product development perspective, we continue to leverage our current technologies and core competencies to expand our product offerings without incurring significant additional R&D expenses. We are developing our Virtual Accelerator Engine product line consisting of software, firmware and IP available for license. This product line will include multiple function accelerator platform products, which target specific application functions and will use a common software interface to allow performance scalability over multiple hardware environments. These function accelerator platform products are hardware agnostic and operate with or without one of our Accelerator Engine ICs. This software-defined, hardware-accelerated platform architecture utilizes an internally developed graphical memory engine architecture to provide flexible data classification and analysis capability. We believe the technology will generate new opportunities that require less up-front architectural changes by system designers and provide a scalable performance roadmap of options using our Accelerator Engine ICs. Despite our limited new IC product development efforts, we believe our current hardware and software/firmware product portfolio positions us for future growth and profitability. ~~We will continue to seek third-party funding for new product development efforts.~~

We incurred net losses of approximately ~~$1.9 million and $11~~$2.8 million for the nine months ended September 30, ~~2019~~2020 and ~~year~~$2.6 million and $11.4 million for the years ended December 31, 2019 and 2018, respectively, and had an accumulated deficit of approximately ~~$238~~$241.6 million as of September 30, ~~2019.~~2020. These and prior year losses have resulted in significant negative cash flows for almost a decade and have necessitated that we raise substantial amounts of additional capital during this period. To date, we have primarily financed our operations through multiple offerings of common stock to investors and affiliates, as well as asset sale transactions and one offering of convertible notes.

We may continue to incur operating losses and will need to increase revenues substantially beyond levels that we have attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time.

The global outbreak of the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This has negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place” and created significant disruption of the financial markets. The full extent of the COVID-19 impact on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. and foreign government agencies to prevent disease spread, all of which are uncertain, out of our control, and cannot be predicted.

~~On January 1, 2019,~~In March 2020, Santa Clara County in California, where we ~~adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-02,~~ ~~Leases (Topic 842)~~,are based, issued a ”shelter-in-place” order (the Order) that was initially effective through April 7, 2020 and has now been extended. We have been complying with the Order and have minimized business activities at our San Jose headquarters facility (our only facility) since March 2020. We have implemented a teleworking policy for our employees and contractors to reduce on-site activity at our facility. The Order impacted our ability to produce and ship our IC products in the second half of March, as ~~discussed~~certain of our vendors in the San Francisco Bay Area closed in accordance with the Order. In April, we resumed shipments of our IC products, as we and our vendors are supporting shipment of components for critical infrastructure, as defined by the federal government; however, our employees are generally restricted from visiting our customer and vendor sites in compliance with the Order, and we are unable to conduct certain product testing and development activities.

We remain diligent in continuing to identify and manage risks to our business given the changing uncertainties related to COVID-19. The ultimate impact of the Covid-19 pandemic on our business and results of operations is uncertain and difficult to predict, and we are closely monitoring impacts, especially to customer programs and our supply chain. We expect that the impacts of the COVID-19 pandemic will have a negative impact on our revenues for the remainder of 2020, although we are not in a position to quantify such impacts. In addition, we have and continue experience longer lead times for certain components used to manufacture our IC products. While we believe that our operations personnel are currently in a position to meet expected customer demand levels in the coming quarters, we recognize that unpredictable events could create difficulties in the months ahead. We may not be able to address these difficulties in a timely manner, which could negatively impact our business, results of operations, financial condition and cash flows.

The continued spread of COVID-19 has also led to disruption and volatility in the global capital markets. During the nine months ended September 30, 2020, we were able to raise additional capital and received a loan under the Paycheck Protection Program (see discussion below under Liquidity and in Notes 18 and 9 to ~~our~~the condensed consolidated financial statements included in Part I, Item 1I of this ~~Report.~~

~~On January 1, 2019,~~Form 10-Q), however, if we ~~adopted FASB ASU No. 2016-09,~~ ~~Compensation—Stock Compensation (Topic 718), Improvements~~need to ~~Employee Share-based Payment Accounting,~~ ~~as discussed~~raise additional capital to support operations in ~~Notes 1~~the future, we may be unable to access the capital markets and 7additional capital may only be available to us on terms that could be significantly detrimental to our ~~condensed consolidated financial statements included~~existing stockholders and to our business.

For additional information on risks that could impact our future results, please refer to ”Risk Factors“ in Part II, Item 11A. of this ~~Report.~~quarterly report on Form 10-Q.

Product. Product revenue is generally recognized at the time of shipment to our customers. An estimated allowance may be recorded, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale.

Royalty and other. Our licensing contracts typically provide for royalties based on the licensee’s use of our memory technology in their currently shipping commercial products. We estimate royalty revenue in the period in which the licensee uses the licensed technology. Payments are received in the following period.

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis we make these estimates based on our historical experience and on assumptions that we consider reasonable under the circumstances. Actual results may differ from these estimates and reported results could differ under different assumptions or conditions. Our significant accounting policies and estimates are disclosed in Note 1 of the “Notes to Consolidated Financial Statements” in our ~~Annual Report~~annual report on Form 10-K for the year ended December 31, ~~2018.~~2019. As of September 30, ~~2019,~~2020, there have been no material changes to our significant accounting policies and ~~estimates, except that we adopted ASU Nos. 2016-02 and 2016-09 effective January 1, 2019, as discussed above.~~estimates.

	September 30,						Change					September 30,						Change
	2019			2018			2018 to 2019					2020			2019			2019 to 2020
	(dollar amounts in thousands)											(dollar amounts in thousands)
Product -three months ended	$	1,037		$	4,056		$	(3,019	)	(74	)%	$	1,803		$	1,037		$	766		74	%
Percentage of total net revenue		86	%		93	%							91	%		86	%
Product -nine months ended	$	7,233		$	11,811		$	(4,578	)	(39	)%	$	4,550		$	7,233		$	(2,683	)	(37	)%
Percentage of total net revenue		93	%		90	%							88	%		93	%

Product revenue increased for the three months ended September 30, 2020 compared with the same period of 2019 primarily due to higher sales of our Bandwidth Engine 2 products, partially offset by decreases in our LineSpeed product sales. Product revenue decreased for the ~~three and~~ nine months ended September 30, ~~2019~~2020 compared with the same ~~periods~~period of ~~2018~~2019 primarily due to lower sales of our Bandwidth Engine ~~products. Although we experienced increased sales of our~~and LineSpeed ~~products, they did not offset the decline in Bandwidth Engine shipments.~~ ~~We expect our product revenues to increase for the remainder of 2019 compared with the third quarter of 2019, primarily due to increased shipments of our Bandwidth Engine~~ products.

	September 30,						Change					September 30,						Change
	2019			2018			2018 to 2019					2020			2019			2019 to 2020
	(dollar amounts in thousands)											(dollar amounts in thousands)
Royalty and other -three months ended	$	169		$	287		$	(118	)	(41	)%	$	168		$	169		$	(1	)	(1	)%
Percentage of total net revenue		14	%		7	%							9	%		14	%
Royalty and other -nine months ended	$	559		$	1,338		$	(779	)	(58	)%	$	649		$	559		$	90		16	%
Percentage of total net revenue		7	%		10	%							12	%		7	%

Royalty and other includes license, royalty and related revenues generated from licensing agreements. The ~~decrease~~increase in royalty and other revenue for ~~2019 was primarily due to a non-recurring license and related engineering services for a development project, which was completed during~~ the nine months ended September 30, ~~2018, combined~~2020 compared with ~~lower~~the same period of 2019 was primarily due to new customer licensing revenue recognized in the quarter ended June 30, 2020, partially offset by a small decrease in royalty ~~revenues in 2019 resulting from lower shipment volumes by licensees whose products incorporate our licensed IP.~~revenue.

	September 30,						Change					September 30,						Change
	2019			2018			2018 to 2019					2020			2019			2019 to 2020
	(dollar amounts in thousands)											(dollar amounts in thousands)
Cost of net revenue -three months ended	$	407		$	1,948		$	(1,541	)	(79	)%	$	677		$	407		$	270		66	%
Percentage of total net revenue		34	%		45	%							34	%		34	%
Cost of net revenue -nine months ended	$	2,989		$	5,382		$	(2,393	)	(44	)%	$	1,811		$	2,989		$	(1,178	)	(39	)%
Percentage of total net revenue		38	%		41	%							35	%		38	%

	September 30,						Change					September 30,						Change
	2019			2018			2018 to 2019					2020			2019			2019 to 2020
	(dollar amounts in thousands)											(dollar amounts in thousands)
Gross profit -three months ended	$	799		$	2,395		$	(1,596	)	(67	)%	$	1,294		$	799		$	495		62	%
Percentage of total net revenue		66	%		55	%							66	%		66	%
Gross profit -nine months ended	$	4,803		$	7,767		$	(2,964	)	(38	)%	$	3,388		$	4,803		$	(1,415	)	(29	)%
Percentage of total net revenue		62	%		59	%							65	%		62	%

Cost of net revenue is primarily comprised of direct and indirect costs related to the sale of our IC products.

Cost of net revenue increased for the three months ended September 30, 2020 compared with the same period of 2019 primarily due to increased shipment volumes of our Bandwidth Engine 2 products. Cost of net revenue decreased for the ~~three and~~ nine months ended September 30, ~~2019 compared with the same periods of 2018~~2020 primarily due to decreased shipment volumes of our Bandwidth Engine ~~products. We expect the total cost of net revenue to increase as a percentage of total net revenue for the remainder of 2019, as we expect to achieve higher product sales in our fourth quarter as~~products when compared with ~~our third~~the same period in 2019, partially offset by a $0.1 million write-down of inventory in the quarter ended June 30, 2020 for lead-based Bandwidth Engine 2 products due to the timing of ~~2019.~~customer transitions to lead-free products.

Gross profit decreased for the ~~three and~~ nine months ended September 30, ~~2019,~~2020 compared with the same ~~periods~~period of ~~2018~~2019 due to the decrease in gross profit attributable to the reductions in product ~~and royalty and other~~ revenues. As a percentage of net revenue, gross profit increased due to higher gross margins on our product sales ~~as well as~~and higher royalty and other revenue, which generally has no associated ~~cost, representing a higher percentage of total revenues.~~cost.

	September 30,						Change				September 30,						Change
	2019			2018			2018 to 2019				2020			2019			2019 to 2020
	(dollar amounts in thousands)										(dollar amounts in thousands)
Research and development -three months ended	$	1,097		$	1,023		$	74	7	%	$	972		$	1,097		$	(125	)	(11	)%
Percentage of total net revenue		91	%		24	%						49	%		91	%
Research and development -nine months ended	$	3,231		$	3,064		$	167	5	%	$	2,918		$	3,231		$	(313	)	(10	)%
Percentage of total net revenue		41	%		23	%						56	%		41	%

Our research and development expenses include costs related to the development of our IC products and amortization of intangible assets. We expense research and development costs as they are incurred.

The ~~increase~~decrease for the three and nine months ended September 30, 2020 compared with the same period of 2019 was primarily due to ~~increased~~decreases in personnel costs and ~~higher development expenses for our Bandwidth Engine 3~~decreased prototyping, testing and ~~LineSpeed products, which were~~related material costs, partially offset by ~~a decrease~~increases in ~~depreciation and amortization expenses.~~consulting costs for development of our new Virtual Accelerator Engine products. We expect that total research and development expenses will ~~decrease slightly~~remain relatively consistent for the remainder of ~~2019 primarily due to reduced personnel costs and lower development costs for our new products.~~2020.

	September 30,						Change					September 30,						Change
	2019			2018			2018 to 2019					2020			2019			2019 to 2020
	(dollar amounts in thousands)											(dollar amounts in thousands)
SG&A -three months ended	$	1,059		$	919		$	140		15	%	$	955		$	1,059		$	(104	)	(10	)%
Percentage of total net revenue		88	%		21	%							48	%		88	%
SG&A -nine months ended	$	2,963		$	3,158		$	(195	)	(6	)%	$	3,054		$	2,963		$	91		3	%
Percentage of total net revenue		38	%		24	%							59	%		38	%

Selling, general and administrative, or SG&A, expenses consist primarily of personnel and related overhead costs for sales, marketing, finance, human resources and general management.

The ~~increase~~decrease for the three months ended September 30, 2020 compared with the same period of 2019 was primarily due to ~~increased consulting~~decreases in professional services fees ~~and costs incurred in connection with~~as we held our 2019 annual meeting ~~of stockholders~~ and effected a reverse stock split ~~effected~~ in ~~August~~the quarter ended September 30, 2019. The ~~decrease~~increase for the nine months ended September 30, 2020 compared with the same period of 2019 was primarily due to ~~reduced sales commissions~~increased personnel costs and ~~stock-based compensation expenses,~~facilities costs partially offset by ~~increased consulting fees.~~decreases in professional service fees and trade show costs. We expect total SG&A expenses to remain ~~flat~~relatively consistent for the remainder of ~~2019.~~

~~During the quarters ended September 30, 2019 and 2018, we recorded goodwill impairment charges. See Note 1 of the condensed consolidated financial statements for additional disclosure.~~2020.

	September 30,						Change					September 30,						Change
	2019			2018			2018 to 2019					2020			2019			2019 to 2020
	(dollar amounts in thousands)											(dollar amounts in thousands)
Interest expense - three months ended	$	54		$	104		$	(50	)	(48	)%	$	70		$	54		$	16	30	%
Percentage of total net revenue		4	%		2	%							4	%		4	%
Interest expense - nine months ended	$	164		$	531		$	(367	)	(69	)%	$	181		$	164		$	17	10	%
Percentage of total net revenue		2	%		4	%							3	%		2	%

Interest expense consisted of interest expense on our senior secured convertible notes (the Notes). ~~To date,~~As of September 30,2020, we have paid all accumulated interest for the Notes in-kind through the issuance of identical new senior secured convertible notes. ~~As a result of an amendment to the Notes in October 2018 and repayment of principal, interest expense has been significantly lower in 2019.~~ See Note 8 to the condensed consolidated financial statements for additional disclosure.

As of September 30, ~~2019,~~2020, we had cash, cash equivalents and short-term investments of ~~$6.8~~$6.9 million and working capital of ~~$7.8~~$7.1 million.

Net cash used in operating activities was $1.6 million for the first nine months of 2020, which primarily resulted from our net loss of $2.8 million that was partially offset by $0.7 million in net changes in assets and liabilities and non-cash charges of $0.3 million for stock-based compensation and depreciation and amortization expenses and $0.2 million of accrued interest. The changes in assets and liabilities primarily related to the timing of accounts receivable collections, purchases of inventory and other vendor payables and prepayments.

Net cash used in operating activities was $0.2 million for the first nine months of 2019, which primarily resulted from aour net loss of $1.9 million, ~~partially~~which was offset by $0.7 million in net changes in assets and liabilities and non-cash charges, ~~of $0.8 million of~~ stock-based compensation of $0.2 million, depreciation and amortization expenses of $0.2 million, accrued interest of $0.2 million and a goodwill impairment charge ~~and $0.2 million~~ of ~~accrued interest.~~$0.4 million. The changes in assets and liabilities primarily related to the timing of ~~customer~~accounts receivable collections, ~~and~~ inventory purchases and other vendor payables and prepayments.

Net cash provided by ~~operating~~investing activities ~~was $0.4~~of $0.3 million for the ~~first~~ nine months ended September 30, 2020 represented proceeds from the maturities of 2018, which primarily resulted from cash generated by operations, excluding the effects of a charge for impairment of goodwill of $3.2 million, stock-based compensation of $0.4 million, depreciation and amortization expenses of $0.5 million and accrued interest of $0.5 million, and $2.1 million in net changes in assets and liabilities. The changes in assets and liabilities primarily related to the timing of customer collections and inventory prepayments and net change in liabilities.

short-term investments. Net cash used in investing activities of $0.7 million for the nine months ended September 30, 2019 was mainly due to the purchase of short-term investments of $1.6 million, which did not affect our liquidity, partially offset by proceeds from the maturities of short-term investments of $0.9 million.

Net cash ~~used in investing~~provided by financing activities ~~during~~of $2.2 million for the nine months ended September 30, ~~2018 was for~~2020 primarily consisted of $1.6 million in net proceeds received from the ~~purchase~~sale of ~~operating equipment,~~common stock in a registered direct offering of securities completed in April 2020 and ~~was not significant.~~

$0.6 million of proceeds received in May 2020 from an unsecured loan under the Paycheck Protection Program. There were minimal cash flows used in financing activities during the nine months ended September 30, 2019. Net cash used in financing activities for the first nine months of 2018 consisted of amounts paid for employee income taxes related to net share settlement of vested RSUs and costs incurred in connection with the sale of common stock and warrants to purchase common stock in an equity offering completed in 2017.

Our future liquidity and capital requirements are expected to vary from quarter-to-quarter, depending on numerous factors, including:

Our primary need for liquidity is to fund working capital requirements of our business, capital expenditures and general corporate purposes. We expect our cash expenditures to exceed receipts in ~~2019,~~2020, as our revenues will not be sufficient to offset our working capital requirements. In April 2020, we completed a registered direct offering of securities that generated net proceeds of approximately $1.6 million. In May 2020, we entered into a Promissory Note with Wells Fargo Bank, N.A. in an aggregate principal amount of approximately $0.6 million (the PPP Note), pursuant to the Paycheck Protection Program (the PPP) under the CARES Act. We intend to apply for forgiveness of the PPP Note under the terms of the PPP. No assurance is provided that we will obtain forgiveness of the PPP Note in whole or in part, but we believe we have used the proceeds in accordance with the PPP.

If we were to raise additional capital through sales of our equity securities, our stockholders would suffer dilution of their equity ~~ownership.~~ownership, and we may be required to accept other terms that could be significantly detrimental to our existing stockholders and to our business. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, prohibit us from paying dividends, repurchasing our stock or making investments, and force us to maintain specified liquidity or other ratios, any of which could ~~harm~~be significantly detrimental to our business, operating results and financial condition. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

Delaware		77-0291941
(State or other jurisdiction		(I.R.S. Employer
of Incorporation or organization)		Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐☒	Smaller reporting company	☒
Emerging ~~Growth Company~~growth company	☐

PART I —	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited):	3

	Condensed Consolidated Balance Sheets as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, ~~2019~~2020 and ~~2018~~2019	4

	Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, ~~2019~~2020 and ~~2018~~2019	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2019~~2020 and ~~2018~~2019	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918

Item 4.	Controls and Procedures	24

PART II —	OTHER INFORMATION	24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 6.	Exhibits	2526

	Signatures	2627

	Nine Months Ended
	September 30, 2019
Risk-free interest rate		2.5	%
Volatility		128.4	%
Expected life (years)	3.0 - 5.0
Dividend yield		—	%

				Weighted
				Average
	Number of			Grant-Date
	Shares			Fair Value
Non-vested shares as of January 1, 2019		14		$	24.60
Granted		101		$	4.00
Vested		(8	)	$	29.60
Cancelled		(1	)	$	25.20
Non-vested shares as of March 31, 2019		106		$	4.60
Granted		6		$	4.60
Vested		(5	)	$	16.20
Non-vested shares as of June 30, 2019		107		$	4.00
Vested		(16	)	$	4.00
Non-vested shares as of September 30, 2019		91		$	4.00

	September 30, 2019
			Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash and cash equivalents	$	6,170	$	—	$	—	$	6,170
Short-term investments		649		1		—		650
	$	6,819	$	1	$	—	$	6,820

	September 30, 2020
			Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash and cash equivalents	$	6,921	$	—	$	—	$	6,921

	December 31, 2018
			Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash and cash equivalents	$	7,104	$	—	$	—	$	7,104

	December 31, 2019
			Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash and cash equivalents	$	6,053	$	—	$	—	$	6,053
Short-term investments		300		—		—		300
	$	6,353	$	—	$	—	$	6,353

	September 30, 2019
	Fair Value		Level 1		Level 2		Level 3
Money market funds	$	4,202	$	4,202	$	—	$	—
Corporate notes and commercial paper	$	650	$	—	$	650	$	—

		Nine months ended
		September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
	Operating cash flows for lease	$	163

(a)	Exhibits

	~~31.1~~31.1*	Rule 13a-14 certification
	~~31.2~~31.2*	Rule 13a-14 certification
	~~32.1~~32.1**	Section 1350 certification
	~~101~~101*	The following financial information from MoSys, Inc.’s ~~Quarterly Report~~quarterly report on Form 10-Q for the period ended September 30, ~~2019,~~2020, filed with the SEC on November ~~13, 2019,~~10, 2020, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, (ii) the Condensed Consolidated Balance Sheets as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, (iii) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, and (v) Notes to Condensed Consolidated Financial Statements.


Dated: November ~~13, 2019~~10, 2020		MOSYS, INC.

	By:	/s/ Daniel Lewis
		Daniel Lewis
		President and Chief Executive Officer

	By:	/s/ James W. Sullivan
		James W. Sullivan
		Vice President of Finance and Chief Financial Officer
		(Principal Financial Officer)