noodls browser compatibility check

The security settings of your browser are blocking the execution of scripts.

To use noodls, javascript support must be enabled. Please change your browser's security settings to enable javascript.

If you have changed your browser's security settings, you can click here.

Pixelworks Inc.

12/22/2025 | Press release | Distributed by Public on 12/22/2025 15:03

Material Event (Form 8-K)

Item 8.01 Other Events.

On December 20, 2025, the Board of Directors (the "Board") of Pixelworks, Inc. (the "Company"), adopted resolutions by unanimous written consent (the "Resolutions") directing the Company's management to take all necessary steps to complete the pending sale (the "Sale") of all of the shares of common stock of Pixelworks Semiconductor Technology (Shanghai) Co., Ltd. ("PWSH"), held by Pixelworks Semiconductor Technology Company, LLC, a wholly owned subsidiary of the Company, to Tiansui Xinyuan Technology (Shanghai) Co., Ltd. (the "Buyer"). Prior to adopting the Resolutions, the Board held a special meeting on December 19, 2025, during which the Company's executive officers and directors discussed in detail a number of factors that led to the decisions reflected in the Resolutions, including the following:

•the Company would need additional capital to scale the PWSH business to reach and sustain profitability, which would be difficult and expensive for the Company to raise given the current capital structure of PWSH;

•the Company's TrueCut business is potentially a high margin technology licensing business that is expected to require significantly less capital to reach and sustain profitability;

•the Sale will enable the Company to resolve the repurchase rights held by the other PWSH shareholders, a significant financial obligation of the Company that otherwise would continue to increase and could require significant additional capital to resolve; and

•the Sale will enable the Company to focus on designing and developing cutting-edge visual processing technology, the Company's core competency and strategic focus over the past several years, and to pursue the licensing model, a more cost-effective means of monetizing this technology than the fabless semiconductor model.

Based on the foregoing factors, the Board determined that the Sale does not involve the sale of substantially all of the Company's property and assets and, therefore, that shareholder approval is not required for the completion of the Sale. Based on this determination, the Resolutions direct the Company's management not to continue to seek any additional proxies from the Company's shareholders in connection with its previously announced special meeting of shareholders.

Shareholder approval of the Sale was originally sought by the Board to provide shareholders the opportunity to weigh in on this important decision facing the Company and in deference to the request of the Buyer. As of the most recent reconvening of the special meeting of shareholders on December 19, 2025, the Company had received proxies voting in favor of the Sale from the holders of approximately 61% of the total shares of the Company's common stock outstanding on the record date for the meeting. Proxies received by the Company as of that date represented approximately 63% of the common stock outstanding, and proxies voted in favor of the sale represented approximately 98% of the shares covered by proxies received as of that date. When, as previously announced, the special meeting is reconvened on December 31, 2025, the Company intends to hold the vote on the remaining proposals and adjourn the meeting. By doing so, the Company does not intend to suggest that shareholder approval is required to complete the Sale.

The Board continues to believe that the Sale is in the best interests of the Company and its shareholders and represents a critical step in pursuing the strategic goals of the Company and the businesses of the Company that are expected to continue. The Sale is currently expected to be completed in early January 2026.

Pixelworks Inc. published this content on December 22, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 22, 2025 at 21:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]