Material Agreement Form 8 K

Item 1.01 Entry Into a Material Definitive Agreement.

On December 5, 2024, QuickLogic Corporation (the "Company") entered into Common Stock Purchase Agreements with certain institutional investors and their affiliated entities for the sale of an aggregate of 423,732 shares of common stock, par value $0.001 (the "Common Stock"), in a registered direct offering. These share placements resulted in gross proceeds of approximately $3.25 million (the "Financing"). The purchase price for each share of Common Stock in the Financing was $7.67. The per share purchase price reflects a 3.0 percent discount based upon the 5-day volume weighted average price as of the close of trading on December 4, 2024.

The Company currently intends to use the net proceeds from the Financing for working capital, the development of next generation eFPGA-based products, including AI and open-source hardware or software, and general corporate purposes. We may also use a portion of the net proceeds to acquire and/or license technologies and acquire and/or invest in businesses when the opportunity arises; however, we currently have no commitments or agreements and are not involved in any negotiations with respect to any such transactions.

The Common Stock is being offered pursuant to a prospectus supplement dated December 11, 2024, and a base prospectus dated August 26, 2022, which is part of a registration statement on Form S-3 (Registration No. 333-266942) that was declared effective by the Securities and Exchange Commission (the "SEC") on August 26, 2022.

The foregoing description of the Common Stock Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Common Stock Purchase Agreement incorporated herein by reference.

A copy of the opinion of The NBD Group, Inc. relating to the legality of the issuance and sale of the Common Stock in this Financing is attached as Exhibit 5.1 hereto.