MoSys, Inc. Proxy Online

2021 Special Meeting of Stockholders

Date:November 23, 2021
Time:11:00 a.m.
Place:Virtual: www.virtualshareholdermeeting.com/MOSY2021SM
Record Date:October 14, 2021

The purpose of the 2021 Special Meeting is to hold a vote of the stockholders of MoSys regarding:

(1)       the issuance of up to 15,000,000 shares of Common Stock of MoSys, par value $0.001 per share (“Common Stock”), prior to effecting any reverse split of the Common Stock as contemplated herein, in connection with a proposed arrangement (the “Arrangement”) with Peraso Technologies Inc. (“Peraso”), pursuant to which MoSys will acquire Peraso, in accordance with the requirements of the Nasdaq Stock Market LLC together with the approval of the entirety of transactions contemplated by the Arrangement including the change of control;

(2)       the adoption of an amendment to the Restated Certificate of Incorporation, as amended, of MoSys to implement a reverse stock split of the shares of the issued and outstanding shares of Common Stock by a ratio of up to 1-for-3, with the exact ratio of the reverse stock split to be determined by the MoSys board of directors;

(3)       the approval of an amendment and restatement to the MoSys 2019 Stock Incentive Plan, as more fully described in the accompanying proxy statement; and

(4)       the approval of the postponement or adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes to approve proposals (1) to (3) or in the absence of a quorum.

2021 Special Meeting Materials

Proxy Voting

Shareholders of record as of the close of business on October 14, 2021 are entitled to attend and to vote at the 2021 Special Meeting of Stockholders of MoSys, Inc. to be held on November 23, 2021 at 11:00 a.m. Pacific time in a virtual format.

Stockholders may vote by mail, by telephone, over the Internet or in person at the meeting. To vote by mail, by telephone, or over the Internet, please follow the instructions included with the proxy card(s) sent to you. If you plan to attend the meeting and vote in person, we will provide you with a ballot at the meeting. If your shares are registered directly in your name, that is, you hold a share certificate, you are considered the shareholder of record and you have the right to vote in person at the meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, if you wish to vote at the meeting, you will need to bring with you to the meeting a legal proxy from your broker or other nominee authorizing you to vote such shares. Contact your broker or other record holder of the shares for assistance if this applies to you.

If you wish to vote your MoSys, Inc. shares over the Internet, please follow the instructions below. You will be asked to enter your control number(s) to ensure the security of your vote. Your control number can be found on your proxy card or voting instruction form received with your proxy statement.

  • Beneficial Shareholders (if you hold your shares through a broker, bank or other nominee) If you are a beneficial shareholder and have your voting instruction form available, click the following link and follow the instructions

If you have questions related to voting your shares, please contact your broker, bank or other nominee that holds your shares.

  • Registered Shareholders (if you hold your shares in your own name or through our transfer agent) If you are a registered shareholder and have your proxy card available, click the following link and follow the instructions.