Item 8.01 Other Events.

On December 29, 2008, Silicon Storage Technology, Inc. entered into an Amending Agreement with Grace Semiconductor Manufacturing Corporation, or GSMC, pursuant to which we agreed to provide GSMC with funding of $15.0 million in return for new equity securities to be issued by GSMC pursuant to a separate Subscription Agreement. The Amending Agreement grants certain technology licenses to GSMC, and requires GSMC to pay SST as upfront fees for the licenses granted the said $15.0 million within five working days of receipt of such $15.0 million.

We tendered the full amount of $15.0 million to GSMC on July 2, 2009 pursuant to a Subscription Agreement, dated June 12, 2009. As reported in footnote 13 to our unaudited condensed consolidated financial statements contained in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed with the Securities and Exchange Commission on August 17, 2009, GSMC had not remitted the $15.0 million required under the Amending Agreement as of the date of such filing. On August 24, 2009 we received the $15.0 million from GSMC.

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