GSI TECHNOLOGY INC : Results of Operations and Financial Condition, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 2.02. Results of Operations and Financial Condition.

On January 28, 2021, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its third fiscal quarter ended December 31, 2020. A copy of this press release is attached hereto as Exhibit 99.1.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 26, 2021, Arthur O. Whipple, a member of the Company's Board of Directors, the Chair of the Audit Committee thereof and the Lead Director, notified the Company that he would not be standing for re-election this year and planned to retire as of the date of the Company's annual meeting of stockholders in August 2021. Mr. Whipple did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1. Press release dated January 28, 2021

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