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What changed in EVERSPIN TECHNOLOGIES INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of EVERSPIN TECHNOLOGIES INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+250 added−181 removedSource: 10-K (2026-03-04) vs 10-K (2025-02-27)

Top changes in EVERSPIN TECHNOLOGIES INC.'s 2025 10-K

250 paragraphs added · 181 removed · 170 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe also require them to agree to disclose and assign to us all inventions conceived or made in connection with the employment or consulting relationship. Environmental Regulation We must comply with many different federal, state, local and foreign governmental regulations related to the use, storage, discharge and disposal of certain chemicals and gases used in our manufacturing processes.
Biggest changeEnvironmental Regulation We must comply with many different federal, state, local and foreign governmental regulations related to the use, storage, discharge and disposal of certain chemicals and gases used in our manufacturing processes. Our facilities have been designed to comply with these regulations and we believe that our activities are conducted in material compliance with such regulations.
With over 15 years of MRAM technology and manufacturing leadership, our memory solutions deliver significant value to our customers in key markets such as industrial, medical, automotive/transportation, aerospace and defense, and data center. We are the leading supplier of discrete MRAM components and a successful licensor of our broad portfolio of related technology and intellectual property.
With over 20 years of MRAM technology and manufacturing leadership, our memory solutions deliver significant value to our customers in key markets such as industrial, medical, automotive/transportation, aerospace and defense, and data center. We are the leading supplier of discrete MRAM components and a successful licensor of our broad portfolio of related technology and intellectual property.
Our STT-MRAM products targeting DRAM replacement started production in 2017 and are currently shipping in 256Mb and 1Gb densities. These high density, high performance persistent memories are delivering significant value to SSD, Persistent Memory Cards, Fabric Accelerator, and other applications in the data center market.
Our STT-MRAM products targeting DRAM replacement started production in 2017 and are currently shipping in 1Gb density. These high density, high performance persistent memories are delivering significant value to SSD, Persistent Memory Cards, Fabric Accelerator, and other applications in the data center market.
Except for breaches of confidentiality provisions and each party’s indemnification obligations to one another under the agreement, liability under the agreement is capped at the lesser of a set amount or the total purchase price received by GLOBALFOUNDRIES from us in the 12 months immediately preceding the claim for the specific product that 7 Table of Contents caused the damages.
Except for breaches of confidentiality provisions and each party’s indemnification obligations to one another under the agreement, liability under the agreement is capped at the lesser of a set amount or the total purchase price received by GLOBALFOUNDRIES from us in the 12 months immediately preceding the claim for the specific product that caused the damages.
We offer these products with industry standard interfaces, including Parallel, Serial Peripheral Interface (SPI) and Quad SPI (QSPI) interfaces, enabling our customers to easily replace legacy memory components like Static Random Access Memory (SRAM) and Ferroelectric Random Access Memory (FRAM) with Toggle MRAM.
We offer these products with industry standard interfaces, including Parallel, Serial Peripheral Interface (SPI) and Quad SPI (QSPI) interfaces, enabling our customers to easily replace legacy memory components like Static Random Access Memory (SRAM), Battery Backed Random Access Memory (BBRAM), and Ferroelectric Random Access Memory (FRAM) with Toggle MRAM.
Item 1. Business General We are a pioneer in the successful commercialization of Magnetoresistive Random Access Memory (MRAM) technology. Our portfolio of MRAM technologies, including Toggle MRAM and Spin-transfer Torque MRAM (STT-MRAM), is delivering superior performance, persistence and reliability in non-volatile memories that transform how mission-critical data is protected against power loss.
Item 1. Business General We are a pioneer in the successful commercialization of Magnetoresistive Random Access Memory (MRAM) technology. Our portfolio of MRAM technologies, including Toggle MRAM, Tunnel Magneto Resistance (TMR) Sensors, and Spin-transfer Torque MRAM (STT-MRAM), is delivering superior performance, persistence and reliability in non-volatile memories that transform how mission-critical data is protected against power loss.
The information contained on or that can be accessed through our website is not incorporated by reference into this report, and information on our website should not be considered to be part of this report.
The information contained on or that can be accessed through our website is not incorporated by reference into this report, and information on our website should not be considered to be part of this report. 9 Table of Contents
Our two largest end customers together accounted for 32% of our total revenue for the year ended December 31, 2023, and each of these customers accounted for more than 10% of our total revenue during the period. Manufacturing We rely on third-party suppliers for most phases of the manufacturing process, including initial fabrication, final test, and assembly.
Our two largest end customers together accounted for 37% of our total revenue for the year ended December 31, 2024 and one of these customers accounted for more than 10% of our total revenue during that period. Manufacturing We rely on third-party suppliers for most phases of the manufacturing process, including initial fabrication, final test, and assembly.
Our corporate website is at www.Everspin.com . 9 Table of Contents Available Information Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are available free of charge on our website, as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.
Available Information Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are available free of charge on our website, as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.
During the year ended December 31, 2024, more than 1,435 end customers purchased our products. Our two largest end customers together accounted for 37% of our total revenue for the year ended December 31, 2024 and one of these customers accounted for more than 10% of our revenue during that period.
During the year ended December 31, 2025, more than 1,405 end customers purchased our products. Our two largest end customers together accounted for 33% of our total revenue for the year ended December 31, 2025 and one of these customers accounted for more than 10% of our revenue during that period.
Foundry Services Overview In our Chandler facility, we perform BEOL manufacturing services for customers who want to add MRAM and TMR sensor functionality to their memory or application base circuits.
Foundry Services Overview In our Chandler facility, we perform BEOL manufacturing services for customers who want to add MRAM and TMR sensor functionality to their base CMOS wafers.
For the years ended December 31, 2024 and 2023, we recorded revenue of $50.4 million and $63.8 million, gross margin of 51.8% and 58.4%, and net income of $0.8 million and $9.1 million, respectively. Our headquarters is located in Chandler, Arizona.
For the years ended December 31, 2025 and 2024, we recorded revenue of $55.2 million and $50.4 million, gross margin of 51.2% and 51.8%, and net loss of $0.6 million and net income of $0.8 million, respectively. Our headquarters is located in Chandler, Arizona.
We introduced the first STT-MRAM product addressing this segment of the market in 2022 and are currently shipping in 16Mb to 128Mb densities. STT-MRAM is uniquely positioned to deliver higher density (> 256Mb) monolithic parts for NOR replacement.
We introduced the first STT-MRAM product addressing this segment of the market in 2022 and are currently shipping in 16Mb to 256Mb densities with standardized SPI, xSPI, QSPI, and Octal SPI (OSPI) interfaces. STT-MRAM is uniquely positioned to deliver even higher density (> 256Mb to 2Gb) monolithic parts for NOR replacement.
These services allow aerospace and satellite electronic system manufacturers to integrate our EAR99 technology that is able to withstand exposure to the levels of radiation encountered in avionics and space applications by virtue of such technology being magnetic rather than electrical charge based which would be susceptible to alpha particles. 5 Table of Contents Sales and Marketing We sell our products through a direct sales channel and a network of representatives and distributors.
These services allow aerospace and satellite electronic system manufacturers to integrate our EAR99 technology that is able to withstand exposure to the levels of radiation encountered in avionics and space applications by virtue of such technology being magnetic rather than electrical charge based which would be susceptible to alpha particles.
These products are ideal for replacing NOR in Field Programmable Gate Array (FPGA) systems to store configuration memory while simultaneously enabling 100x faster Over The Air (OTA) updates.
These products are ideal for Field Programmable Gate Array (FPGA) systems, micro controllers and automotive applications, etc. to store configuration memory while simultaneously enabling 100x faster Over The Air (OTA) updates.
We offer these products with DDR3 and DDR4 derivative interfaces, facilitating the replacement of battery-backed DRAM with STT-MRAM. 4 Table of Contents STT-MRAM enabled scaling of our Toggle MRAM products to higher densities on advanced CMOS nodes.
We offer these products with DDR3 and DDR4 derivative interfaces, facilitating the replacement of battery-backed DRAM with STT-MRAM. STT-MRAM enabled scaling of our Toggle MRAM products to higher densities on advanced CMOS nodes. In 2022, we started production of 4Mb to 128Mb STT-MRAM products on 28nm CMOS node.
We actively manage inventory, including automated process flows, process controls and recipe management, and we use standard equipment to manufacture our products. Our STT-MRAM products are produced in 300mm fabrication facilities operated by GLOBALFOUNDRIES.
We actively manage inventory, including automated process flows, process controls and recipe management, and we use standard equipment to manufacture our products. Our STT-MRAM products are produced in 300mm fabrication facilities operated by GLOBALFOUNDRIES. See “Risk Factors” for further discussion of our reliance on third parties.
We have never had an end-of-life event for any of our Toggle MRAM products which enables our customers to design a product incorporating our technology with the assurance that it will be available for many years to come. Spin-Transfer Torque MRAM STT-MRAM technology can be tuned to deliver products in Dynamic Random Access Memory (DRAM), SRAM and NOR Flash applications.
Everspin enables our customers to design products incorporating our technology with the assurance that it will be available for many years to come. Spin-Transfer Torque MRAM STT-MRAM technology can be tuned to deliver products in Dynamic Random Access Memory (DRAM), SRAM and NOR Flash applications.
(now a wholly-owned subsidiary of NXP Semiconductors N.V.), spun-out its MRAM business as Everspin. Our offices are located at 5670 W. Chandler Boulevard, Suite 130, Chandler, Arizona 85226. Our telephone number is (480) 347-1111.
Corporate Information We were incorporated in Delaware in May 2008. In June 2008, Freescale Semiconductor, Inc. (now a wholly-owned subsidiary of NXP Semiconductors N.V.), spun-out its MRAM business as Everspin. Our offices are located at 5670 W. Chandler Boulevard, Suite 130, Chandler, Arizona 85226. Our telephone number is (480) 347-1111. Our corporate website is at www.Everspin.com .
Assembly and Test Our product and test engineering teams develop and implement wafer-level and final test programs for the manufacture of our MRAM devices. 6 Table of Contents We utilize third-party industry-leading assembly and test sub-contractors, including Amkor, OSE, GTC, ChipMos and Sigurd UTC.
Assembly and Test Our product and test engineering teams develop and implement wafer-level and final test programs for the manufacture of our MRAM devices. We utilize third-party industry-leading assembly and test sub-contractors, including Amkor, OSE, GTC, ChipMos and Sigurd UTC. We have successfully qualified our MRAM devices in various packages at temperatures ranging from commercial to automotive grade.
Our competitors that are significantly larger and have greater financial, technical, marketing, distribution, customer support and other resources or more established market recognition than us, may be better positioned to accept lower prices and withstand adverse economic or market conditions. 8 Table of Contents ​ Intellectual Property Our success depends, in part, on our ability to protect our products and technologies from unauthorized third-party copying and use.
Our competitors that are significantly larger and have greater financial, technical, marketing, distribution, customer support and other resources or more established market recognition than us, may be better positioned to accept lower prices and withstand adverse economic or market conditions.
The majority of our customers, and their associated contract manufacturers, buy our products through our distributors. We maintain sales, support, supply chain and logistics operations and have distributors in Asia to service the production needs of contract manufacturers. We also maintain direct selling relationships with several strategic customers.
We maintain sales, support, supply chain and logistics operations and have distributors in Asia to service the production needs of contract 5 Table of Contents manufacturers. We also maintain direct selling relationships with several strategic customers. Our direct sales representatives are located in North America, Germany, Italy, Japan, Hong Kong, and Taiwan.
Product Warranty Because the design and manufacturing process for semiconductor products is highly complex, it is possible that we may produce products that do not comply with applicable specifications, contain defects, or are otherwise incompatible with end uses.
GLOBALFOUNDRIES may terminate the agreement if we fail to pay any undisputed sum which has been outstanding for sixty or more days from the date of invoice. 7 Table of Contents Product Warranty Because the design and manufacturing process for semiconductor products is highly complex, it is possible that we may produce products that do not comply with applicable specifications, contain defects, or are otherwise incompatible with end uses.
None of our employees are either represented by a labor union or subject to a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relations with our employees and contractors to be good. Corporate Information We were incorporated in Delaware in May 2008. In June 2008, Freescale Semiconductor, Inc.
Employees As of December 31, 2025, we had 85 total employees in the United States, of which all were full-time employees. None of our employees are either represented by a labor union or subject to a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relations with our employees and contractors to be good.
Either party may terminate the agreement if the other party materially breaches a term of the agreement and fails to remedy the breach after receiving notice from the non-breaching party. GLOBALFOUNDRIES may terminate the agreement if we fail to pay any undisputed sum which has been outstanding for sixty or more days from the date of invoice.
Either party may terminate the agreement if the other party materially breaches a term of the agreement and fails to remedy the breach after receiving notice from the non-breaching party.
We have successfully qualified our MRAM devices in various packages at temperatures ranging from commercial to automotive grade. As part of our commitment to quality, our quality management system has been certified to ISO 9001:2015 and ISO 14001:2015 standards. Our foundry vendors and sub-contractors are also ISO 9001 and ISO 14001 certified.
As part of our commitment to quality, our quality management system has been certified 6 Table of Contents to ISO 9001:2015 and ISO 14001:2015 standards. Our foundry vendors and sub-contractors are also ISO 9001 and ISO 14001 certified.
This process can take from three to 18 months to complete, and a successful sales cycle culminates in a design win. Note that some customers of our STT-MRAM products may need to modify their controllers to integrate our technology, adding additional time to the cycle.
Note that some customers of our STT-MRAM products may need to modify their controllers to integrate our technology, adding additional time to the cycle. Once we establish a relationship with a customer, we continue a sales process to maintain our position and to secure subsequent new design wins at the customer.
Included in our issued patents and pending applications are patents/applications in the United States, China, Europe, France, Germany, Ireland, Italy, Japan, the Netherlands, the Republic of Korea, Singapore, Taiwan, and the United Kingdom. We seek to file for patents that have broad application in the semiconductor industry and that would be helpful in the magnetoresistive memory and sensor markets.
We seek to file for patents that have broad application in the semiconductor industry and that would be helpful in the magnetoresistive memory and sensor markets.
This tracking results in a design win pipeline that provides a measure of the future business potential of the opportunities.
Each customer lead, whether new or existing, is tracked through our CRM tool and followed in stages of prospect, design in, design win and production. This tracking results in a design win pipeline that provides a measure of the future business potential of the opportunities.
In 2022, we started production of high density (4Mb to 128Mb) STT-MRAM products on 28nm CMOS node with standardized SPI, xSPI, QSPI, and Octal SPI (OSPI) interfaces. These products are enabling our customers to simplify their system architecture and easily replace legacy memory components like SRAM, FRAM and NOR Flash.
These products are enabling our customers to simplify their system architecture and easily replace legacy memory components like SRAM, FRAM and 4 Table of Contents NOR Flash.
Our direct sales representatives are located in North America, Germany, Italy, Japan, Hong Kong, and Taiwan. Our typical sales cycle consists of a sales and development process in which our field engineers and sales personnel work closely with our customers’ design engineers.
Our typical sales cycle consists of a sales and development process in which our field engineers and sales personnel work closely with our customers’ design engineers. This process can take from three to 18 months to complete, and a successful sales cycle culminates in a design win.
Our facilities have been designed to comply with these regulations and we believe that our activities are conducted in material compliance with such regulations. Any changes in such regulations or in their enforcement could require us to acquire costly equipment or to incur other significant expenses to comply with environmental regulations.
Any changes in such regulations or in their enforcement could require us to acquire costly equipment or to incur other significant expenses to comply with environmental regulations. Any failure by us to adequately control the storage, use, discharge, and disposal of regulated substances could result in significant future liabilities.
To accomplish this, we rely on a combination of intellectual property rights, including patents, trade secrets, copyrights, and trademarks, as well as customary contractual protections. As of December 31, 2024, we held 563 issued patents that expire at various times between March 2025 and January 2043 and had 131 patent applications pending.
Intellectual Property Our success depends, in part, on our ability to protect our products and technologies from unauthorized third-party copying and use. To accomplish this, we rely on a combination of intellectual property rights, including patents, trade secrets, copyrights, and trademarks, as well as customary contractual protections.
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Once we establish a relationship with a customer, we continue a sales process to maintain our position and to secure subsequent new design wins at the customer. Each customer lead, whether new or existing, is tracked through our CRM tool and followed in stages of prospect, design in, design win and production.
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Sales and Marketing We sell our products through a direct sales channel and a network of representatives and distributors. The majority of our customers, and their associated contract manufacturers, buy our products through our distributors.
Removed
Any failure by us to adequately control the storage, use, discharge, and disposal of regulated substances could result in significant future liabilities. Employees As of December 31, 2024, we had 87 total employees in the United States, of which 86 were full-time employees and 1 was a part-time employee.
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As of December 31, 2025, we held 596 issued patents that expire at various times over approximately the next 18 years and had 141 patent applications pending. 8 Table of Contents Included in our issued patents and pending applications are patents/applications in the United States, China, Europe, France, Germany, Ireland, Italy, Japan, the Netherlands, the Republic of Korea, Singapore, Taiwan, and the United Kingdom.
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We also require them to agree to disclose and assign to us all inventions conceived or made in connection with the employment or consulting relationship. See “Risk Factors” for further discussion of Intellectual Property as third parties may assert patent and other intellectual property rights claims against us and our customers.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

87 edited+60 added−1 removed72 unchanged
Biggest changeAmong others, these provisions include that: ​ ● our board of directors has the right to expand the size of our board of directors and to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; ● our stockholders may not act by written consent or call special stockholders’ meetings; as a result, a holder, or holders, controlling a majority of our capital stock would not be able to take certain actions other than at annual stockholders’ meetings or special stockholders’ meetings called by the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors, the chairman of the board or the chief executive officer; ● our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; ● the affirmative vote of holders of at least 66-2/3% of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required (a) to amend certain provisions of our certificate of incorporation, including provisions relating to the size of the board, special meetings, actions by written consent and cumulative voting and (b) to amend or repeal our amended and restated bylaws, although such bylaws may be amended by a simple majority vote of our board of directors; ● stockholders must provide advance notice and additional disclosures to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company; and ● our board of directors may issue, without stockholder approval, shares of undesignated preferred stock; the ability to issue undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us. ​ Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. ​ Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees. ​ Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: ● any derivative action or proceeding brought on our behalf; ● any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders; ● any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; and ● any action asserting a claim against us that is governed by the internal-affairs doctrine. ​ This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act.
Biggest changeAmong others, these provisions include that: • our board of directors has the right to expand the size of our board of directors and to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; • our stockholders may not act by written consent or call special stockholders’ meetings; as a result, a holder, or holders, controlling a majority of our capital stock would not be able to take certain actions other than at annual stockholders’ meetings or special stockholders’ meetings called by the board of directors pursuant to a resolution 21 Table of Contents adopted by a majority of the total number of authorized directors, the chairman of the board or the chief executive officer; • our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the affirmative vote of holders of at least 66-2/3% of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required (a) to amend certain provisions of our certificate of incorporation, including provisions relating to the size of the board, special meetings, actions by written consent and cumulative voting and (b) to amend or repeal our amended and restated bylaws, although such bylaws may be amended by a simple majority vote of our board of directors; • stockholders must provide advance notice and additional disclosures to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company; and • our board of directors may issue, without stockholder approval, shares of undesignated preferred stock; the ability to issue undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.
Conversely, we could lose sales opportunities and could lose market share or damage our customer relationships if, for example, we underestimate customer demand, are affected by supply chain constraints, or sufficient manufacturing is unavailable.
Conversely, we could lose sales opportunities and market share or damage our customer relationships if, for example, we underestimate customer demand, we are affected by supply chain constraints, or sufficient manufacturing is unavailable.
Typically, minimum acceptable yields for our new products are generally lower at first and gradually improve as we achieve full production but yield issues can occur even in mature processes due to breakdowns in mechanical systems, equipment failures or calibration errors.
Minimum acceptable yields for our new products are generally lower at first and gradually improve as we achieve full production, but yield issues can occur even in mature processes due to breakdowns in mechanical systems, equipment failures or calibration errors.
These risks include the following: ​ ● our interests could diverge from those of our foundries, or we may not be able to agree with them on ongoing development, manufacturing and operational activities, or on the amount, timing, or nature of further investments in our joint development; ● we may experience difficulties in transferring technology to a foundry; ● we may experience difficulties and delays in getting to and/or ramping production at foundries; ● we do not have control over the operations of foundries; ● our joint development collaborators may be unable to meet their commitments to us; 12 Table of Contents ● due to differing business models or long-term business goals, our collaborators may decide not to join us in funding capital investment, which may result in higher levels of cash expenditures by us; ● our cash flows may be inadequate to fund increased capital requirements; ● we may experience difficulties or delays in collecting amounts due to us from our collaborators; ● the terms of our arrangements may turn out to be unfavorable; ● we are migrating toward a fabless model as 300mm production becomes required and this increases risks related to less control over our critical production processes; and ● changes in tax, legal, or regulatory requirements may necessitate changes in our agreements.
These risks include the following: • our interests could diverge from those of our foundries, or we may not be able to agree with them on ongoing development, manufacturing and operational activities, or on the amount, timing, or nature of further investments in our joint development; • we may experience difficulties in transferring technology to a foundry; • we may experience difficulties and delays in getting to and/or ramping production at foundries; • we do not have control over the operations of foundries; • our joint development collaborators may be unable to meet their commitments to us; • due to differing business models or long-term business goals, our collaborators may decide not to join us in funding capital investment, which may result in higher levels of cash expenditures by us; • our cash flows may be inadequate to fund increased capital requirements; • we may experience difficulties or delays in collecting amounts due to us from our collaborators; • the terms of our arrangements may turn out to be unfavorable; • we are migrating toward a fabless model as 300mm production becomes required and this increases risks related to less control over our critical production processes; and • changes in tax, legal, or regulatory requirements may necessitate changes in our agreements.
Any significant disruption to or other compromise of our systems, networks or data (or those of third parties upon whom we rely), including, but not limited to, due to new system implementations, computer viruses, social-engineering attacks, personnel (including former personnel) 18 Table of Contents misconduct or error, supply-chain attacks, ransomware attacks, software bugs, software or hardware failure, security breaches, facility issues, natural disasters, terrorism, war, telecommunication failures, energy blackouts, loss, theft or similar threats, could have a material adverse impact on our operations, sales, and financial results.
Any significant disruption to or other compromise of our systems, networks or data (or those of third parties upon whom we rely), including, but not limited to, due to new system implementations, computer viruses, social-engineering attacks, personnel (including former personnel) misconduct or error, supply-chain attacks, ransomware attacks, software bugs, software or hardware failure, security breaches, facility issues, natural disasters, terrorism, war, telecommunication failures, energy blackouts, loss, theft or similar threats, could have a material adverse impact on our operations, sales, and financial results.
To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, 22 Table of Contents among other considerations, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
We expect that our new and future MRAM products will be applicable to markets in which we are not currently operating. The markets in which we operate and may operate in the future are extremely competitive and are characterized by rapid technological change, continuous evolving customer requirements and declining average selling prices.
We expect that our new and future MRAM products will be applicable to markets in which we are not currently operating. The markets in which we operate and may operate in the future are extremely competitive and are characterized by rapid technological change, continuously evolving customer requirements and declining average selling prices.
The federal NOLs generated prior to 2018 will continue to be governed 20 Table of Contents by the NOL tax rules as they existed prior to the adoption of the 2017 Tax Act, which means that generally they will expire 20 years after they were generated if not used prior thereto.
The federal NOLs generated prior to 2018 will continue to be governed by the NOL tax rules as they existed prior to the adoption of the 2017 Tax Act, which means that generally they will expire 20 years after they were generated if not used prior thereto.
Since our supply chain is complex, we have not been able to sufficiently verify the origins for these minerals and metals used in our products through the due diligence procedures that we implement, which may harm our reputation.
Since our supply chain is complex, we have not been able to sufficiently verify the origins of these minerals and metals used in our products through the due diligence procedures that we implement, which may harm our reputation.
Defects could cause problems with the functionality of our products, resulting in interruptions, delays, or cessation of sales of these products to our customers. We may also be required to make significant expenditures of capital and resources to resolve such problems.
Defects could cause problems with the functionality of our products, resulting in interruptions, delays, or cessation of sales of these products to our customers. We may also be required to make significant capital and resource expenditures to resolve such problems.
Excess or obsolete inventory levels could result in unexpected expenses or write-downs of inventory values that could adversely affect our business, operating results, and financial condition. 10 Table of Contents As we expand into new potential markets, we expect to face intense competition, including from our customers and potential customers, and may not be able to compete effectively, which could harm our business.
Excess or obsolete inventory levels could result in unexpected expenses or write-downs of inventory values that could adversely affect our business, operating results, and financial condition. As we expand into new potential markets, we expect to face intense competition, including from our customers and potential customers, and may not be able to compete effectively, which could harm our business.
Any significant losses that are not recoverable under our insurance policies could seriously impair our business and financial condition. 23 Table of Contents ​ Item 1B. Unresolved Staff Comments None.
Any significant losses that are not recoverable under our insurance policies could seriously impair our business and financial condition. 24 Table of Contents Item 1B. Unresolved Staff Comments None.
Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors and “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors.
Such threats are prevalent and continue to rise, are increasingly difficult 18 Table of Contents to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors and “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors.
We also use standard CMOS wafers from third-party foundries, which we process at our Chandler, Arizona facility. ​ Relying on third-party distribution, manufacturing, assembly, packaging, and testing presents a number of risks, including but not limited to: ​ ● our interests could diverge from those of our foundries, or we may not be able to agree with them on ongoing development, manufacturing and operational activities, or on the amount, timing, or nature of further investments in our joint development; ● capacity and materials shortages during periods of high demand or supply constraints; ● reduced control over delivery schedules, inventories and quality; ● the unavailability of, or potential delays in obtaining access to, key process technologies; ● the inability to achieve required production or test capacity and acceptable yields on a timely basis; ● misappropriation of our intellectual property; ● the third party’s ability to perform its obligations due to bankruptcy or other financial constraints; ● exclusive representatives for certain customer engagements; ● limited warranties on wafers or products supplied to us; and ● potential increases in prices including due to tariffs and/or inflation.
Relying on third-party distribution, manufacturing, assembly, packaging, and testing presents a number of risks, including but not limited to: • our interests could diverge from those of our foundries, or we may not be able to agree with them on ongoing development, manufacturing and operational activities, or on the amount, timing, or nature of further investments in our joint development; • capacity and materials shortages during periods of high demand or supply constraints; • reduced control over delivery schedules, inventories and quality; • the unavailability of, or potential delays in obtaining access to, key process technologies; • the inability to achieve required production or test capacity and acceptable yields on a timely basis; • misappropriation of our intellectual property; • the third party’s ability to perform its obligations due to bankruptcy or other financial constraints; • exclusive representatives for certain customer engagements; • limited warranties on wafers or products supplied to us; and • potential increases in prices including due to tariffs and/or inflation.
As a result, we could be required to invest significant time and effort and incur significant expense to redesign our products to ensure compliance with relevant standards and requirements.
As a result, we could be required to invest significant time and effort and incur significant expenses to redesign our products to ensure compliance with relevant standards and requirements.
Our products are typically purchased pursuant to individual purchase orders. While our customers may provide us with their demand forecasts, they are not contractually committed to buy any quantity of products beyond purchase orders. Furthermore, many of our customers may increase, decrease, cancel, or delay purchase orders already in place without significant penalties.
While our customers may provide us with their demand forecasts, they are not contractually committed to buy any quantity of products beyond purchase orders. Furthermore, many of our customers may increase, decrease, cancel, or delay purchase orders already in place without significant penalties.
If we overestimate customer demand, we may purchase products that we may not be able to sell, which could result in decreases in our prices or write-downs of unsold inventory.
If we overestimate customer demand, 11 Table of Contents we may purchase products that we may not be able to sell, which could result in decreases in our prices or write-downs of unsold inventory.
In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders 21 Table of Contents to replace members of our board of directors.
In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors.
If any such proceedings result in an adverse outcome, we could be required to: ​ ● cease the manufacture, use or sale of the infringing products, processes or technology; ● pay substantial damages for infringement; ● expend significant resources to develop non-infringing products, processes or technology, which may not be successful; ● license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all; ● cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or ● pay substantial damages to our customers to discontinue their use of or to replace infringing technology sold to them with non-infringing technology, if available. ​ Any of the foregoing results could have a material adverse effect on our business, financial condition, and results of operations.
If any such proceedings result in an adverse outcome, we could be required to: • cease the manufacture, use or sale of the infringing products, processes or technology; • pay substantial damages for infringement; • expend significant resources to develop non-infringing products, processes or technology, which may not be successful; • license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all; • cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or • pay substantial damages to our customers to discontinue their use of or to replace infringing technology sold to them with non-infringing technology, if available.
All products incorporated into these systems must comply with various industry standards and technical requirements created by regulatory bodies or industry participants to operate efficiently together. Industry standards and technical requirements in our markets are evolving and may change significantly over time.
Our products are only a part of larger electronic systems. All products incorporated into these systems must comply with various industry standards and technical requirements created by regulatory bodies or industry participants to operate efficiently together. Industry standards and technical requirements in our markets are evolving and may change significantly over time.
As a result, our ability to generate sufficient revenue growth and/or control expenses to transition to profitability and generate consistent positive cash flows is uncertain. ​ Risk Factors Related to Our Intellectual Property and Technology ​ Failure to protect our intellectual property could substantially harm our business. ​ Our success and ability to compete depend in part upon our ability to protect our intellectual property.
As a result, our ability to generate sufficient revenue growth and/or control expenses to transition to profitability and generate consistent positive cash flows is uncertain. Risk Factors Related to Our Intellectual Property and Technology Failure to protect our intellectual property could substantially harm our business.
If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business. ​ ​ General Risk Factors ​ We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws. ​ Our products are subject to various restrictions under U.S. export control and sanctions laws and regulations, including the U.S.
If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business. 22 Table of Contents General Risk Factors We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws.
The success and profitability, as well as the expansion, of our international operations are subject to numerous risks and uncertainties, many of which are outside of our control, such as the following: ​ ● public health-related events or outbreaks, which can result in varying impacts to our business, employees, partners, customers, distributors or suppliers internationally as discussed elsewhere in this “Risk Factors” section; ● difficulties, inefficiencies and costs associated with staffing and managing foreign operations; ● longer and more difficult customer qualification and credit checks; ● greater difficulty collecting accounts receivable and longer payment cycles; ● the need for various local approvals to operate in some countries; ● difficulties in entering some foreign markets without larger-scale local operations; ● changes in import/export laws, trade restrictions, regulations and customs and duties and tariffs (foreign and domestic); ● compliance with local laws and regulations; ● unexpected changes in regulatory requirements, including the elimination of tax holidays; ● reduced protection for intellectual property rights in some countries; ● adverse tax consequences as a result of repatriating cash generated from foreign operations to the United States; ● adverse tax consequences, including potential additional tax exposure if we are deemed to have established a permanent establishment outside of the United States; ● the effectiveness of our policies and procedures designed to ensure compliance with the Foreign Corrupt Practices Act of 1977 and similar regulations; ● fluctuations in currency exchange rates, which could increase the prices of our products to customers outside of the United States, increase the expenses of our international operations by reducing the purchasing power of the U.S. dollar and expose us to foreign currency exchange rate risk if, in the future, we denominate our international sales in currencies other than the U.S. dollar; ● new and different sources of competition; ● political, economic, and social instability; ● terrorism and acts of war, such as the military conflict between Russia and Ukraine, which could have a negative impact on the operations of our business or our customers’ businesses; and ● US Department of Commerce regulations or restrictions on exports of certain semiconductor technologies and equipment to China. 16 Table of Contents ​ Our failure to manage any of these risks successfully could harm our operations and reduce our revenue. ​ We may need additional funding and may be unable to raise capital when needed, which could force us to delay, reduce, or eliminate planned activities. ​ Our total revenue was approximately $50.4 million for the year ended December 31, 2024, and $63.8 million for the year ended December 31, 2023.
The success and profitability, as well as the 15 Table of Contents expansion, of our international operations are subject to numerous risks and uncertainties, many of which are outside of our control, such as the following: • public health-related events or outbreaks, which can result in varying impacts to our business, employees, partners, customers, distributors or suppliers internationally as discussed elsewhere in this “Risk Factors” section; • difficulties, inefficiencies and costs associated with staffing and managing foreign operations; • longer and more difficult customer qualification and credit checks; • greater difficulty collecting accounts receivable and longer payment cycles; • the need for various local approvals to operate in some countries; • difficulties in entering some foreign markets without larger-scale local operations; • changes in import/export laws, trade restrictions, regulations and customs and duties and tariffs (foreign and domestic); • compliance with local laws and regulations; • unexpected changes in regulatory requirements, including the elimination of tax holidays; • reduced protection for intellectual property rights in some countries; • adverse tax consequences as a result of repatriating cash generated from foreign operations to the United States; • adverse tax consequences, including potential additional tax exposure if we are deemed to have established a permanent establishment outside of the United States; • the effectiveness of our policies and procedures designed to ensure compliance with the Foreign Corrupt Practices Act of 1977 (FCPA) and similar regulations; • fluctuations in currency exchange rates, which could increase the prices of our products to customers outside of the United States, increase the expenses of our international operations by reducing the purchasing power of the U.S. dollar and expose us to foreign currency exchange rate risk if, in the future, we denominate our international sales in currencies other than the U.S. dollar; • new and different sources of competition; • political, economic, and social instability; • terrorism and acts of war, such as the military conflict between Russia and Ukraine, which could have a negative impact on the operations of our business or our customers’ businesses; and • US Department of Commerce regulations or restrictions on exports of certain semiconductor technologies and equipment to China.
If we or any of our third-party foundries experience significant delays in transitioning to new processes or fail to efficiently implement transitions, we could experience reduced manufacturing yields, delays in product deliveries and increased expenses, any of which could harm our relationships with our customers and our operating results. ​ Changes to industry standards and technical requirements relevant to our products and markets could adversely affect our business, results of operations and prospects. ​ Our products are only a part of larger electronic systems.
If we or any of our third-party foundries experience significant delays in transitioning to new processes or fail to efficiently implement transitions, we could experience reduced manufacturing yields, delays in product deliveries and increased expenses, any of which could harm our relationships with our customers and our operating results. 14 Table of Contents Changes to industry standards and technical requirements relevant to our products and markets could adversely affect our business, results of operations and prospects.
In addition, third parties may make infringement and similar or related claims after we have acquired technology that had not been asserted prior to the acquisition. ​ Interruptions in or other compromises of our information technology systems or data or that of third parties upon whom we rely could adversely affect our business. ​ We rely on the efficient, uninterrupted and uncompromised operation of complex information technology systems and networks (and those of third parties) to operate our business.
In addition, third parties may make infringement and similar or related claims after we have acquired technology that had not been asserted prior to the acquisition. Interruptions in or other compromises of our information technology systems or data or that of third parties upon whom we rely could adversely affect our business.
Any of the foregoing could adversely affect our business, financial condition, results of operations and cash flows. ​ Our business may be adversely impacted by natural disasters and other catastrophic events. ​ Our operations and business, and those of our manufacturing partners, customers, distributors, or suppliers, can be disrupted by natural disasters; industrial accidents; public health-related events or outbreaks; cybersecurity incidents; interruptions of service from utilities, transportation, telecommunications, or IT systems providers; manufacturing equipment failures; or other catastrophic events.
Our business may be adversely impacted by natural disasters and other catastrophic events. Our operations and business, and those of our manufacturing partners, customers, distributors, or suppliers, can be disrupted by natural disasters; industrial accidents; public health-related events or outbreaks; cybersecurity incidents; interruptions of service from utilities, transportation, telecommunications, or IT systems providers; manufacturing equipment failures; or other catastrophic events.
As of December 31, 2024, we had gross federal net operating loss carryforwards of approximately $89.2 million, of which $53.2 million will expire in 2030 through 2037 if not utilized, and $36 million that will carryover indefinitely.
As of December 31, 2025, we had gross federal net operating loss carryforwards of approximately $95.2 million, of which $53.2 million will expire in 2030 through 2037 if not utilized, and $42.0 million that will carryover indefinitely.
In addition, these competitors may have greater credibility with our existing and potential customers. Some of our current and potential customers with their own internally developed solutions may choose not to purchase products from third-party suppliers like us.
In addition, these competitors may have greater credibility with our existing and potential customers. Some of our current and potential customers with their own internally developed solutions may choose not to purchase products from third-party suppliers like us. Our joint development agreement and strategic relationships involve numerous risks.
As of December 31, 2024, we had state net operating loss carryforwards of approximately $48.3 million, of which $45.5 million will expire in 2030 through 2040 if not utilized, and $2.8 million that will carry over indefinitely.
As of December 31, 2025, we had state net operating loss carryforwards of approximately $48.4 million, of which $45.4 million will expire in 2030 through 2045 if not utilized, and $3.0 million that will carry over indefinitely.
This requires us to devote substantial financial and other resources to research and development. We are developing new technology and products, which we expect to be one of the drivers of our revenue growth in the future. We also face the risk that customers may not elect to incorporate our new and enhanced products into their products.
We are developing new technology and products, which we expect to be one of the drivers of our revenue growth in the future. We also face the risk that customers may not elect to incorporate our new and enhanced products into their products.
As a result, we might not be able to utilize a material portion of our state NOLs and tax credits. ​ Risks Related to Our Common Stock ​ We expect that the price of our common stock will fluctuate substantially. ​ The market price of our common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including: ​ ● the introduction of new products or product enhancements by us or others in our industry; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or restructurings; ● disputes or other developments with respect to our or others’ intellectual property rights; ● product liability claims or other litigation; ● quarterly variations in our results of operations or those of others in our industry; ● sales of large blocks of our common stock, including sales by our executive officers and directors; ● changes in senior management or key personnel; ● changes in earnings estimates or recommendations by securities analysts; and ● general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors, including the effects of health-related events or outbreaks and the military conflict between Russia and Ukraine. ​ Stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.
The market price of our common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including: • the introduction of new products or product enhancements by us or others in our industry; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or restructurings; • disputes or other developments with respect to our or others’ intellectual property rights; • product liability claims or other litigation; • quarterly variations in our results of operations or those of others in our industry; • sales of large blocks of our common stock, including sales by our executive officers and directors; • changes in senior management or key personnel; • changes in earnings estimates or recommendations by securities analysts; and • general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors, including the effects of health-related events or outbreaks and the military conflict between Russia and Ukraine.
As of December 31, 2024, we had cash and cash equivalents of approximately $42.1 million. Based on our current operating plan, we believe our existing cash and cash equivalents, coupled with our anticipated growth and sales levels, will be sufficient to meet our anticipated cash requirements for at least the next 12 months.
Based on our current operating plan, we believe our existing cash and cash equivalents, coupled with our anticipated growth and sales levels, will be sufficient to meet our anticipated cash requirements for at least the next 12 months.
There may be a higher risk of product yield issues in newer STT-MRAM products. ​ Generally, in pricing our products, we assume that manufacturing yields will continue to improve, even as the complexity of our products increases. Once our products are initially qualified either internally or with our third-party foundries, minimum acceptable yields are established.
Generally, in pricing our products, we assume that manufacturing yields will continue to improve, even as the complexity of our products increases. Once our products are initially qualified either internally or with our third-party foundries, minimum acceptable yields are established.
These relationships include our joint development agreement with GLOBALFOUNDRIES to develop advanced MTJ technology and STT-MRAM. These relationships are subject to various risks that could adversely affect the value of our investments and our results of operations.
We have entered into strategic relationships to manufacture products and develop new manufacturing process technologies and products. These relationships include our joint development agreement with GLOBALFOUNDRIES to develop advanced MTJ technology and STT-MRAM. These relationships are subject to various risks that could adversely affect the value of our investments and our results of operations.
Some of our current and potential customers with their own internally developed solutions may choose not to purchase products from third-party suppliers like us. ​ If a current or prospective customer incorporates a competitor’s solution into its product, it becomes significantly more difficult for us to sell our solutions to that customer because changing suppliers involves significant time, cost, effort, and risk for the customer even if our solutions are superior to other solutions and remain compatible with their product design.
If a current or prospective customer incorporates a competitor’s solution into its product, it becomes significantly more difficult for us to sell our solutions to that customer because changing suppliers involves significant time, cost, effort, and risk for the customer even if our solutions are superior to other solutions and remain compatible with their product design.
We are dependent on the availability of this capacity to manufacture and assemble our products and we can provide no assurance that adequate capacity will be available to us in the future.
We are dependent on the availability of this capacity to manufacture and assemble our products and we can provide no assurance that adequate capacity will be available to us in the future. We cannot predict the duration or timing of any downturn or upturn in the semiconductor industry.
If our strategic relationships are unsuccessful, our business, results of operations, or financial condition may be materially adversely affected. ​ We must continuously develop new and enhanced products and face intense competition in a market characterized by rapid technological change, if we are unable to successfully timely develop products, and market and secure design wins for our new and enhanced products for which we incur significant expenses to develop, our results of operations and financial condition will be materially and adversely affected. ​ To compete effectively in our markets, we must continually design, develop, and introduce new and improved technology and products with improved features in a cost-effective manner in response to changing technologies and market demand.
If our strategic relationships are unsuccessful, our business, results of operations, or financial condition may be materially adversely affected. 12 Table of Contents We must continuously develop new and enhanced products and face intense competition in a market characterized by rapid technological change, if we are unable to successfully timely develop products, and market and secure design wins for our new and enhanced products for which we incur significant expenses to develop, our results of operations and financial condition will be materially and adversely affected.
Additionally, any failure to manage the collection, handling, transfer, or disposal of personal data of employees and customers may result in regulatory penalties, bans on processing personal data or orders not to use or destroy data, enforcement actions, remediation obligations, litigation, fines, and other actions. ​ We may experience attacks on our data and/or information systems, attempts to breach our security and attempts to introduce malicious software into our IT systems.
Additionally, any failure to manage the collection, handling, transfer, or disposal of personal data of employees and customers may result in regulatory penalties, bans on processing personal data or orders not to use or destroy data, enforcement actions, remediation obligations, litigation, fines, and other actions.
The loss of a significant customer, a business combination among our customers, a reduction in orders or decrease in price from a significant customer or disruption in any of our commercial or distributor arrangements may result in a significant decline in our revenues and could have a material adverse effect on our business, liquidity, results of operations, financial condition, and cash flows. ​ Our costs may increase substantially if we or our third-party manufacturing contractors do not achieve satisfactory product yields or quality.
The loss of a significant customer, a business combination among our customers, a reduction in orders or decrease in price from a significant customer or disruption in any of our commercial or distributor arrangements may result in a significant decline in our revenues and could have a material adverse effect on our business, liquidity, results of operations, financial condition, and cash flows.
Department of Commerce’s Export Administration Regulations (EAR) and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC).
Our products are subject to various restrictions under U.S. export control and sanctions laws and regulations, including the U.S. Department of Commerce’s Export Administration Regulations (EAR) and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC).
In such event, we may also face difficulties in satisfying customers who require that all of the components of our products are certified as conflict mineral free and these customers may discontinue, or materially reduce, purchases of our products, which could result in a material adverse effect on our results of operations and our financial condition may be adversely affected. ​ Our ability to use net operating losses to offset future taxable income may be subject to certain limitations. ​ In general, under Section 382 of the U.S.
In such event, we may also face difficulties in satisfying customers who require that all of the components of our products are certified as conflict mineral free and these customers may discontinue, or materially reduce, purchases of our products, which could result in a material adverse effect on our results of operations and our financial condition may be adversely affected.
Such occurrences could also damage our customer relationships, result in lost revenue, cause a loss in market share, or damage our reputation. ​ Disruptions in our supply chain and increased cost of components used in our products may adversely impact our business, results of operations and financial condition, including our ability to fulfill customer demand. ​ If we fail to procure sufficient components used in our products, we may be unable to deliver our products to our customers on a timely basis, which could lead to customer dissatisfaction and could harm our reputation and ability to compete.
Such occurrences could also damage our customer relationships, result in lost revenue, cause a loss in market share, or damage our reputation. Disruptions in our supply chain and increased cost of components used in our products may adversely impact our business, results of operations and financial condition, including our ability to fulfill customer demand.
Furthermore, our exposure to the foregoing risks may also be increased if we acquire other companies or technologies. For example, we may have a lower level of visibility into the development process with respect to intellectual property or the care taken to safeguard against infringement risks with respect to the acquired company or technology.
For example, we may have a lower level of visibility into the development process with respect to intellectual property or the care taken to safeguard against infringement risks with respect to the acquired company or technology.
Our failure to secure, protect and enforce our intellectual property rights could materially harm our business. ​ We may face claims of intellectual property infringement, which could be time-consuming, costly to defend or settle, result in the loss of significant rights, harm our relationships with our customers and distributors, or otherwise materially adversely affect our business, financial condition, and results of operations. ​ The semiconductor memory industry is characterized by companies that hold patents and other intellectual property rights and that vigorously pursue, protect, and enforce intellectual property rights.
We may face claims of intellectual property infringement, which could be time-consuming, costly to defend or settle, result in the loss of significant rights, harm our relationships with our customers and distributors, or otherwise materially adversely affect our business, financial condition, and results of operations.
Attempts to gain unauthorized access to our IT systems or other attacks have in the past, in certain instances and to certain degrees, been successful (but have not caused significant harm), and may in the future be successful, and in some cases, we might be unaware of an incident or its magnitude and effects. ​ Third-party service providers, such as wafer foundries, assembly and test contractors, distributors and other vendors have access to certain portions of our and our customers’ sensitive data.
Attempts to gain unauthorized access to our IT systems or other attacks have in the past, in certain instances and to certain degrees, been successful (but have not caused significant harm), and may in the future be successful, and in some cases, we might be unaware of an incident or its magnitude and effects.
In addition, the time and expense to qualify a new foundry could result in additional expense, diversion of resources or lost sales, any of which would negatively impact our financial results. ​ If any of our current or future foundries or packaging, assembly and testing subcontractors significantly increases the costs of wafers or other materials or services, interrupts or reduces our supply, including for reasons outside of their control, such as due to health-related events or outbreaks, or if any of our relationships with our suppliers is terminated, our operating results could be adversely affected.
If any of our current or future foundries or packaging, assembly and testing subcontractors significantly increases the costs of wafers or other materials or services, interrupts or reduces our supply, including for reasons outside of their control, such as health-related events or outbreaks, or if any of our relationships with our suppliers is terminated, our operating results could be adversely affected.
If any of the following risks or such other risks actually occurs, our business, financial condition, results of operations and cash flows could be harmed. ​ Risk Factors Related to Our Business and Our Industry ​ We are subject to the cyclical nature of the semiconductor industry. ​ The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, long sales cycles, rapid product obsolescence, price erosion, evolving standards, short product life cycles, and wide fluctuations in product supply and demand.
Risk Factors Related to Our Business and Our Industry We are subject to the cyclical nature of the semiconductor industry. The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, long sales cycles, rapid product obsolescence, price erosion, evolving standards, short product life cycles, and wide fluctuations in product supply and demand.
However, we cannot ensure that these contractual protections and security measures will not be breached, that we will have adequate 17 Table of Contents remedies for any such breach or that our customers, suppliers, distributors, employees, or consultants will not assert rights to intellectual property or damages arising out of such contracts. ​ We may initiate claims against third parties to protect our intellectual property rights if we are unable to resolve matters satisfactorily through negotiation.
However, we cannot ensure that these contractual protections and security measures will not be breached, that we will have adequate remedies for any such breach or that our customers, suppliers, distributors, employees, or consultants will not assert rights to intellectual property or damages arising out of such contracts.
If our products are not in compliance with prevailing industry standards and technical requirements for a significant period of time, we could miss opportunities to achieve crucial design wins, our revenue may decline and we may incur significant expenses to redesign our products to meet the relevant standards, which could adversely affect our business. ​ Our success depends on our ability to attract and retain key employees, and our failure to do so could harm our ability to grow our business and execute our business strategies. ​ Our success depends on our ability to attract and retain our key employees, including our management team and experienced engineers.
If our products are not in compliance with prevailing industry standards and technical requirements for a significant period of time, we could miss opportunities to achieve crucial design wins, our revenue may decline and we may incur significant expenses to redesign our products to meet the relevant standards, which could adversely affect our business.
We have in the past, and may in the future, face such claims. ​ Claims that our products, processes, or technology infringe third-party intellectual property rights, regardless of their merit or resolution, could be costly to defend or settle and could divert the efforts and attention of our management and technical personnel.
We believe we have valid arguments against the underlying claims, which could be time-consuming and costly to defend and involve significant uncertainty. Claims that our products, processes, or technology infringe third-party intellectual property rights, regardless of their merit or resolution, could be costly to defend or settle and could divert the efforts and attention of our management and technical personnel.
Our manufacturing arrangement is also subject to both a minimum and maximum order quantity, which we believe currently addresses our projected foundry capacity needs, but may not address our maximum foundry capacity requirements in the future. We may also be obligated to pay for unused capacity if our demand decreases in the future, or if our estimates prove inaccurate.
Our manufacturing arrangement is also subject to both a minimum and maximum order quantity, which we believe currently addresses our projected foundry capacity needs, but 10 Table of Contents may not address our maximum foundry capacity requirements in the future.
This transition will require us and our third-party foundries to migrate to new designs and manufacturing processes for smaller geometry products. ​ We may face difficulties, delays, and increased expense as we transition our products to new processes, and potentially to new foundries. We will depend on our third-party foundries as we transition to new processes.
We may face difficulties, delays, and increased expenses as we transition our products to new processes, and potentially to new foundries. We will depend on our third-party foundries as we transition to new processes.
Additionally, any enforcement of our patents or other intellectual property may provoke third parties to assert counterclaims against us.
Additionally, any enforcement of our patents or other intellectual property may provoke third parties to assert counterclaims against us. Our failure to secure, protect and enforce our intellectual property rights could materially harm our business.
While we are working to implement additional controls designed to prevent similar occurrences in the future, these controls may not be fully effective. ​ Changes to our products, export control or import regulations, economic sanctions or related laws, shifts in the enforcement or scope of existing regulations or changes in the countries, governments, persons or technologies targeted by such regulations could decrease our ability to export or sell our products to existing or potential customers.
Changes to our products, export control or import regulations, economic sanctions or related laws, shifts in the enforcement or scope of existing regulations or changes in the countries, governments, persons or technologies targeted by such regulations could decrease our ability to export or sell our products to existing or potential customers.
Stockholders should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to stockholders, in the event of liquidation. ​ We cannot be certain that we will sustain profitability. ​ While our products offer unique benefits over other industry memory technologies, the rate of adoption of our products and our ability to capture market share from legacy technologies is uncertain.
Stockholders should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to stockholders, in the event of liquidation. We cannot be certain that we will sustain profitability.
Moreover, if we are unable to find another foundry to manufacture our products or if we have to redesign our core technology, this could cause material harm to our business and operating results. ​ If we need other foundries or packaging, assembly, and testing contractors, or if we are unable to obtain timely and adequate deliveries from our providers, we might not be able to cost-effectively and quickly retain other vendors to satisfy our requirements.
If we need other foundries or packaging, assembly, and testing contractors, or if we are unable to obtain timely and adequate deliveries from our providers, we might not be able to cost-effectively and quickly retain other vendors to satisfy our requirements.
We rely on a combination of intellectual property rights, including patents, mask work protection, copyrights, trademarks, trade secrets and know-how, in the United States and other jurisdictions. The steps we take to protect our intellectual property rights may not be adequate, particularly in foreign jurisdictions such as China.
Our success and ability to compete depend in part upon our ability to protect our intellectual property. We rely on a combination of intellectual property rights, including patents, mask work protection, copyrights, trademarks, trade secrets and know-how, in the United States and other jurisdictions.
We rely on third parties to distribute, manufacture, package, assemble and test our products, which exposes us to a number of risks, including reduced control over manufacturing and delivery timing and potential price fluctuations, which could result in a loss of revenue or reduced profitability. ​ Although we operate an integrated magnetic fabrication line located in Chandler, Arizona, we purchase wafers from third parties and outsource the manufacturing, packaging, assembly and testing of our products to third-party foundries and assembly and testing service providers.
We rely on third parties to distribute, manufacture, package, assemble and test our products, which exposes us to a number of risks, including reduced control over manufacturing and delivery timing and potential price fluctuations, which could result in a loss of revenue or reduced profitability.
Any such loss of data by our third-party service providers could negatively impact our business, operations, and financial results, as well as our relationship with our customers. ​ In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, ability to provide our products or services, loss of sensitive data and income, reputational harm, and diversion of funds.
In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, ability to provide our products or services, loss of sensitive data and income, reputational harm, and diversion of funds.
If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of our common stock. ​ In addition, if we do not meet our payment obligations to third parties as they become due, we may be subject to litigation claims and our creditworthiness would be adversely affected.
If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our 16 Table of Contents company, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of our common stock.
We do not currently source these wafers from anyone other than GLOBALFOUNDRIES, which has the ability to discontinue its manufacture of any of our wafers upon due notice and completion of the notice period.
We may also be obligated to pay for unused capacity if our demand decreases in the future, or if our estimates prove inaccurate. We do not currently source these wafers from anyone other than GLOBALFOUNDRIES, which has the ability to discontinue its manufacture of any of our wafers upon due notice and completion of the notice period.
Further, the semiconductor memory industry is highly cyclical, and our markets may experience significant cyclical fluctuations in demand as a result of changing economic conditions, budgeting and buying patterns of customers and other factors.
Stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Further, the semiconductor memory industry is highly cyclical, and our markets may experience significant cyclical fluctuations in demand as a result of changing economic conditions, budgeting and buying patterns of customers and other factors.
Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims.
This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims.
This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. ​ These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.
These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.
These laws and regulations impose restrictions or prohibitions on the sale or supply of products and services to sanctioned countries, governments, persons and entities, and to persons engaged in restricted or prohibited end-uses. ​ Although we have taken precautions to protect against our products being exported or used in violation of law, we have inadvertently provided products and services to some customers in apparent violation of U.S. export control laws.
Although we have taken precautions to protect against our products being exported or used in violation of law, we have inadvertently provided products and services to some customers in apparent violation of U.S. export control laws. In October 2024, we submitted to the U.S.
This would cause us to have to find another foundry to manufacture those wafers or redesign our core technology and would mean that we may not have products to sell until such time.
This would cause us to have to find another foundry to manufacture those wafers or redesign our core technology and would mean that we may not have products to sell until such time. Any time spent engaging a new manufacturer or redesigning our core technology could be costly and time-consuming and allow potential competitors to take opportunities in the marketplace.
The complexity of our products may lead to defect, which could negatively impact our reputation with customers and result in liability. ​ The fabrication process is extremely complicated and small changes in design, specifications or materials can result in material decreases in product yields or even the suspension of production.
The fabrication process is extremely complicated and small changes in design, specifications or materials can result in material decreases in product yields or even the suspension of production. From time to time, we and/or the third-party foundries with which we contract to manufacture our products may experience manufacturing defects and reduced manufacturing yields.
From time to time, we and/or the third-party foundries with which we contract to manufacture our products may experience manufacturing defects and reduced manufacturing yields. In some cases, we and/or our third-party foundries may not be able to detect these defects early in the fabrication process or determine the cause of such defects in a timely manner.
In some cases, we and/or our third-party foundries may not be able to detect these defects early in the 13 Table of Contents fabrication process or determine the cause of such defects in a timely manner. There may be a higher risk of product yield issues in newer STT-MRAM products.
In October 2024, we submitted to the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) an initial notification of voluntary self-disclosure concerning apparent violations.
Department of Commerce’s Bureau of Industry and Security (BIS) an initial notification of voluntary self-disclosure concerning apparent violations. A final voluntary self-disclosure was submitted to BIS on April 30, 2025.
In addition, if we become unable to (or are perceived not to) successfully implement certain of our workforce initiatives, including in keeping with current or potential future laws or interpretations thereof, our ability to recruit, attract and retain talent may be adversely impacted. ​ We currently maintain and are seeking to expand operations outside of the United States which exposes us to significant risks. ​ The success of our business depends, in large part, on our ability to operate successfully from geographically disparate locations and to further expand our international operations and sales.
In addition, if we become unable to (or are perceived not to) successfully implement certain of our workforce initiatives, including in keeping with current or potential future laws or interpretations thereof, our ability to recruit, attract and retain talent may be adversely impacted.
If we are found to be in violation of U.S. sanctions or export control regulations, it can result in significant fines or penalties and possible incarceration for responsible employees and managers, as well as reputational harm and loss of business.
If we are found to be in violation of U.S. sanctions or export control regulations, it can result in significant fines or penalties, as well as reputational harm and loss of business. While we are working to implement additional controls designed to prevent similar occurrences in the future, these controls may not be fully effective.
These companies include patent holding companies or other adverse patent owners who have no relevant product revenue and against whom our own patents may provide little or no deterrence. From time to time, third parties may assert patent and other intellectual property rights claims against us and our customers.
The semiconductor memory industry is characterized by companies that hold patents and other intellectual property rights and that vigorously pursue, protect, and enforce intellectual property rights. These companies include patent-holding companies or other adverse patent owners who have no relevant product revenue and against whom our own patents may provide little or no deterrence.
The loss of the services of one or more of our key employees, especially our key engineers, or our inability to attract and retain qualified engineers, could harm our business, financial condition, and results of operations. ​ We are also working to promote our talent management efforts through the implementation of initiatives designed to build and maintain a diverse and inclusive environment throughout our organization.
The loss of the services of one or more of our key employees, especially our key engineers, or our inability to attract and retain qualified engineers, could harm our business, financial condition, and results of operations.
A continued delay in our ability to produce and deliver our products could also cause our customers to purchase alternative products from our competitors and/or harm our reputation. ​ Our joint development agreement and strategic relationships involve numerous risks. ​ We have entered into strategic relationships to manufacture products and develop new manufacturing process technologies and products.
A continued delay in our ability to produce and deliver our products could also cause our customers to purchase alternative products from our competitors and/or harm our reputation.
Additional risks and uncertainties not presently known to us or that we deem immaterial also may impair our business operations.
Additional risks and uncertainties not presently known to us or that we deem immaterial also may impair our business operations. If any of the following risks or such other risks actually occurs, our business, financial condition, results of operations and cash flows could be harmed.
These ongoing efforts require us from time to time to modify the 14 Table of Contents manufacturing processes for our products and to redesign some products, which in turn may result in delays in product deliveries. ​ For example, as smaller line width geometry manufacturing processes become more prevalent, we intend to move our future products to increasingly smaller geometries to integrate greater levels of memory capacity and/or functionality into our products.
For example, as smaller line width geometry manufacturing processes become more prevalent, we intend to move our future products to increasingly smaller geometries to integrate greater levels of memory capacity and/or functionality into our products. This transition will require us and our third-party foundries to migrate to new designs and manufacturing processes for smaller geometry products.
Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management.
We may initiate claims against third parties to protect our intellectual property rights if we are unable to resolve matters satisfactorily through negotiation. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management.
We cannot predict the duration or timing of any downturn or upturn in the semiconductor industry. ​ We may be unable to match production with customer demand for a variety of reasons including our inability to accurately forecast customer demand, supply chain constraints, or the capacity constraints of our suppliers, which could adversely affect our operating results. ​ We make planning and spending decisions, including determining production levels, production schedules, component procurement commitments, personnel needs, and other resource requirements, based on our estimates of product demand and customer requirements.
We may be unable to match production with customer demand for a variety of reasons including our inability to accurately forecast customer demand, supply chain constraints, or the capacity constraints of our suppliers, which could adversely affect our operating results.
As a result, we periodically evaluate the benefits of migrating our solutions to other technologies to improve performance and reduce costs.
As a result, we periodically evaluate the benefits of migrating our solutions to other technologies to improve performance and reduce costs. These ongoing efforts require us from time to time to modify the manufacturing processes for our products and to redesign some products, which in turn may result in delays in product deliveries.
However, there has been increasing scrutiny on corporate diversity, equity and inclusion (DEI) initiatives, including from activists and policymakers 15 Table of Contents challenging how such initiatives comply with civil rights protections. Such anti-DEI initiatives and scrutiny could expose us to the risk of litigation or investigations, resulting in injunctions, penalties, or reputational harm.
Such anti-DEI initiatives and scrutiny could expose us to the risk of litigation or investigations, resulting in injunctions, penalties, or reputational harm.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRisk Factors in this Annual Report on Form 10-K, including “Interruptions in or other compromises of our information technology systems or data or that of third parties upon whom we rely could adversely affect our business.” ​ 24 Table of Contents Governance Our board of directors addresses our cybersecurity risk management as part of its general oversight function.
Biggest changeRisk Factors in this Annual Report on Form 10-K, including “Interruptions in or other compromises of our information technology systems or data or that of third parties upon whom we rely could adversely affect our business.” Governance Our board of directors addresses our cybersecurity risk management as part of its general oversight function.
Our Senior Director of IT has approximately 25 years of experience in IT and cybersecurity. Our cybersecurity incident response and vulnerability management policies are designed to escalate certain cybersecurity incidents and threats to management members depending on the circumstances, including the Chief Executive Officer and Chief Financial Officer.
Our Senior Director of IT has approximately 25 years of experience in IT and cybersecurity. 25 Table of Contents Our cybersecurity incident response and vulnerability management policies are designed to escalate certain cybersecurity incidents and threats to management members depending on the circumstances, including the Chief Executive Officer and Chief Financial Officer.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+0 added−0 removed4 unchanged
Biggest changeOur future ability to pay cash dividends on our capital stock may also be limited by the terms of any future debt or preferred securities or future credit facility.
Biggest changeOur future ability to pay cash dividends on our capital stock may also be limited by the terms of any future debt or preferred securities or future credit facility. Item 6. [Reserved] 27 Table of Contents
Mine Safety Disclosures Not applicable. 25 Table of Contents PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Trading Market for our Common Stock Our common stock has been listed on the Nasdaq Global Market under the symbol “MRAM” since October 7, 2016.
Mine Safety Disclosures Not applicable. 26 Table of Contents PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Trading Market for our Common Stock Our common stock has been listed on the Nasdaq Global Market under the symbol “MRAM” since October 7, 2016.
Prior to that date, there was no public trading market for our common stock. Holders of Record As of February 24, 2025, we had 17 holders of record of our common stock.
Prior to that date, there was no public trading market for our common stock. Holders of Record As of February 26, 2026, we had 16 holders of record of our common stock.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5.02 ​ 5/12/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.25 † ​ Offer Letter, dated July 10, 2018, by and between the registrant and David Schrenk. ​ 10-Q ​ 001-37900 ​ 10.1 ​ 5/02/2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.26 † ​ Offer Letter, dated July 16, 2024, by and between the registrant and Matthew Tenorio. ​ 8-K ​ 001-37900 ​ 10.1 ​ 7/18/2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.27 † ​ Separation Letter, dated July 17, 2024, by and between the registrant and Anuj Aggarwal. ​ 10-Q ​ 001-37900 ​ 10.2 ​ 11/05/2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.28 † ˄ ​ Joint Development Agreement, dated August 8, 2024, by and between the registrant and Frontgrade Colorado Springs LLC. ​ 10-Q ​ 001-37900 ​ 10.3 ​ 11/05/2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.29 † ​ Offer Letter, dated November 12, 2024, by and between the registrant and William Cooper. ​ 8-K ​ 001-37900 ​ 10.1 ​ 1/08/2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.30 †* ​ Executive Employment Agreement , dated February 26, 2025, by and between the registrant and William Cooper. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19.1* ​ Insider Trading and Trading Window Policy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.1* ​ Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24.1* ​ Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K). ​ ​ ​ ​ ​ ​ ​ ​ 71 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1** ​ Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
Biggest changeItem 5.02 5/12/2022 10.23† Offer Letter, dated July 10, 2018, by and between the registrant and David Schrenk. 10-Q 001-37900 10.1 5/02/2024 10.24† ˄ Joint Development Agreement, dated August 8, 2024, by and between the registrant and Frontgrade Colorado Springs LLC. 10-Q 001-37900 10.3 11/05/2024 10.25† Offer Letter, dated November 12, 2024, by and between the registrant and William Cooper. 8-K 001-37900 10.1 1/08/2025 10.26† Executive Employment Agreement, dated February 26, 2025, by and between the registrant and William Cooper. 10-K 001-37900 10.30 2/27/2025 70 Table of Contents 10.27†* Offer Letter, dated July 1 8 , 2025, by and between the registrant and Sean Dougherty . 19.1 Insider Trading and Trading Window Policy 10-K 001-37900 19.1 2/27/2025 23.1* Consent of E rnst & Young LLP, Independent Registered Public Accounting Firm 24.1* Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
In addition, certain exhibits and schedules to the exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. † Indicates a management contract or compensatory plan. (b) We have filed or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed on the Exhibit Index immediately above. (c) See Item 15(a)2 above.
In addition, certain exhibits and schedules to the exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. † Indicates a management contract or compensatory plan. (b) We have filed or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed on the Exhibit Index immediately above. (c) See Item 15(a)2 above. Item 16.
Exhibit 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. + Confidential treatment has been granted for certain portions of this exhibit. ++ Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. 72 Table of Contents ˄ Portions of the exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because the omitted information is (a) not material and (b) the type of information that the Registrant both customarily and actually treats as private and confidential.
Exhibit 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. + Confidential treatment has been granted for certain portions of this exhibit. ++ Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. ˄ Portions of the exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because the omitted information is (a) not material and (b) the type of information that the Registrant both customarily and actually treats as private and confidential.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 97.1 ​ Incentive Compensation Recoupment Policy ​ 10-K ​ 001-37900 ​ 97.1 ​ 2/29/2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS* ​ Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH* ​ Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL* ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF* ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB* ​ Inline XBRL Taxonomy Extension Label Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE* ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104* ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ​ ​ ​ ​ ​ ​ ​ ​ ​ * Filed herewith. ** Furnished herewith.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Incentive Compensation Recoupment Policy 10-K 001-37900 97.1 2/29/2024 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ______________________________________________________________ * Filed herewith. 71 Table of Contents ** Furnished herewith.
Added
Form 10-K Summary Not provided. 72 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Chandler, Arizona, on March 4, 2026. Everspin Technologies, Inc.
Added
By: /s/ Sanjeev Aggarwal Sanjeev Aggarwal Chief Executive Officer (Principal Executive Officer) By: /s/ William Cooper William Cooper Chief Financial Officer (Principal Financial and Accounting Officer) 73 Table of Contents KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sanjeev Aggarwal and William Cooper, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Added
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Added
Signature Title Date /s/ Sanjeev Aggarwal Chief Executive Officer and Director March 4, 2026 Sanjeev Aggarwal (Principal Executive Officer) /s/ William Cooper Chief Financial Officer March 4, 2026 William Cooper (Principal Financial and Accounting Officer) /s/ Darin G. Billerbeck Chairman of the Board March 4, 2026 Darin G. Billerbeck /s/ Lawrence G. Finch Director March 4, 2026 Lawrence G.
Added
Finch /s/ Geoff Ribar Director March 4, 2026 Geoff Ribar /s/ Tara Long Director March 4, 2026 Tara Long /s/ Glen Hawk Director March 4, 2026 Glen Hawk /s/ Douglas Mitchell Director March 4, 2026 Douglas Mitchell 74

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

41 edited+12 added−8 removed22 unchanged
Biggest changeThe following table sets forth our results of operations for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 2023 2024 2023 ​ ​ ​ (In thousands) ​ (As a percentage of revenue) ​ Product sales ​ $ 42,203 ​ $ 53,123 ​ ​ 84 % ​ 83 % Licensing, royalty, patent, and other revenue ​ 8,199 ​ 10,642 ​ 16 ​ 17 ​ Total revenue ​ 50,402 ​ 63,765 ​ 100 ​ 100 ​ Cost of product sales ​ ​ 22,812 ​ ​ 24,693 ​ ​ 45 ​ ​ 39 ​ Cost of licensing, royalty, patent, and other revenue ​ ​ 1,464 ​ ​ 1,827 ​ ​ 3 ​ ​ 3 ​ Total cost of sales ​ 24,276 ​ 26,520 ​ 48 ​ 42 ​ Gross profit ​ 26,126 ​ 37,245 ​ 52 ​ 58 ​ Operating expenses: ​ ​ ​ ​ ​ ​ Research and development ​ 13,686 ​ 11,776 ​ 27 ​ 19 ​ General and administrative ​ 14,141 ​ 14,296 ​ 28 ​ 22 ​ Sales and marketing ​ 5,390 ​ 5,288 ​ 11 ​ 8 ​ Total operating expenses ​ 33,217 ​ 31,360 ​ 66 ​ 49 ​ (Loss) income from operations ​ (7,091) ​ 5,885 ​ (14) ​ 9 ​ Interest expense ​ — ​ (63) ​ — ​ — ​ Other income, net ​ 7,832 ​ 3,214 ​ 16 ​ 5 ​ Net income before income taxes ​ 741 ​ 9,036 ​ 2 ​ 14 ​ Income tax benefit ​ 40 ​ 16 ​ — ​ — ​ Net income ​ $ 781 ​ $ 9,052 ​ ​ 2 % ​ 14 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comparison of the Years Ended December 31, 2024 and 2023 Revenue We generated 79% and 78% of our revenue from products sold through distributors for the years ended December 31, 2024 and 2023, respectively. 28 Table of Contents We maintain a direct selling relationship, for strategic purposes, with several key customer accounts.
Biggest changeResults of Operations Below are factors we want to highlight for understanding our 2025 annual results and year-over-year comparison with proper historical perspective: • Our commitment to improving our manufacturing excellence enabled us to drive yield improvements within our internal and external foundries network to sustain existing product margins. 28 Table of Contents The following table sets forth our results of operations for the periods indicated: Year Ended December 31, 2025 2024 2025 2024 (In thousands) (As a percentage of revenue) Product sales $ 48,292 $ 42,203 87 % 84 % Licensing, royalty, patent, engineering services and other revenue 6,910 8,199 13 16 Total revenue 55,202 50,402 100 100 Cost of product sales 25,938 22,812 47 45 Cost of licensing, royalty, patent, engineering services and other revenue 1,022 1,464 2 3 Total cost of sales 26,960 24,276 49 48 Gross profit 28,242 26,126 51 52 Operating expenses: Research and development 14,085 13,686 26 27 General and administrative 14,552 14,141 26 28 Sales and marketing 6,113 5,390 11 11 Total operating expenses 34,750 33,217 63 66 Loss from operations (6,508) (7,091) (12) (14) Interest income 1,646 1,766 3 3 Other income, net 4,405 6,066 8 13 Net (loss) income before income taxes (457) 741 (1) 2 Income tax (expense) benefit (129) 40 — — Net (loss) income and comprehensive (loss) income $ (586) $ 781 (1) % 2 % Comparison of the Years Ended December 31, 2025 and 2024 Revenue We generated 75% and 79% of our revenue from products sold through distributors for the years ended December 31, 2025 and 2024, respectively.
Design wins . To continue to grow our revenue, we must continue to achieve design wins for our MRAM products. We consider a design win to occur when an OEM or contract manufacturer notifies us that it has qualified one of our products as a component in a product or system for production.
To continue to grow our revenue, we must continue to achieve design wins for our MRAM products. We consider a design win to occur when an OEM or contract manufacturer notifies us that it has qualified one of our products as a component in a product or system for production.
For sales directly to OEMs, ODMs and CMs, we recognize revenue when the OEM, ODM or CM obtains control of the product, which occurs at a point in time, generally upon shipment to the customer. 32 Table of Contents From time to time, we may provide distributors with price adjustments subsequent to the delivery of product to them and such amounts are dependent on the end customer and product sales price.
For sales directly to OEMs, ODMs and CMs, we recognize revenue when the OEM, ODM or CM obtains control of the product, which occurs at a point in time, generally upon shipment to the customer. 33 Table of Contents From time to time, we may provide distributors with price adjustments subsequent to the delivery of product to them and such amounts are dependent on the end customer and product sales price.
Upon the transfer of control, generally at shipment, we record a trade receivable for the selling price as there is a legally enforceable obligation of the distributor to pay for the product delivered, an allowance is recorded for the estimated discount that will be provided to the distributor, and the net of these amounts is recorded as revenue on the statements of income and comprehensive income.
Upon the transfer of control, generally at shipment, we record a trade receivable for the selling price as there is a legally enforceable obligation of the distributor to pay for the product delivered, an allowance is recorded for the estimated discount that will be provided to the distributor, and the net of these amounts is recorded as revenue on the statements of operations and comprehensive (loss) income.
The change in our net operating assets and liabilities was primarily due to an increase in contract obligations of $2.0 million due to contracts the Company entered into in the third quarter of 2024, an increase in accounts receivable of $0.2 million due to timing of cash receipts for outstanding balances, an increase in inventory of $0.7 million to meet anticipated production volumes, an increase in prepaid and other current assets of $0.3 million, an increase in other assets of $0.5 million, a decrease in accounts payable of $0.4 million, a decrease in accrued liabilities of $1.9 million, and a decrease in deferred revenue of $0.3 million.
The change in our net operating assets and liabilities was primarily due to an increase in 32 Table of Contents contract obligations of $2.0 million due to contracts the Company entered into in the third quarter of 2024, an increase in accounts receivable of $0.2 million due to timing of cash receipts for outstanding balances, an increase in inventory of $0.7 million to meet anticipated production volumes, an increase in prepaid and other current assets of $0.3 million , an increase in other assets of $0.5 million , a decrease in accounts payable of $0.4 million , a decrease in accrued liabilities of $1.9 million , and a decrease in deferred revenue of $0.3 million .
Cash Flows from Financing Activities During the year ended December 31, 2024, cash provided by financing activities was $1.1 million, which consisted of proceeds from stock option exercises and purchases of shares under our employee stock purchase plan.
Cash Flows from Financing Activities During the year ended December 31, 2025, cash provided by financing activities was $1.1 million, which consisted of proceeds from stock option exercises and purchases of shares under our employee stock purchase plan.
We base our estimates on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
We base our estimates on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Additionally, we monitor and project cash flow to determine our sources and uses for working capital to fund our operations. We also monitor Adjusted EBITDA, a non-GAAP financial measure, and design wins. We define Adjusted EBITDA as net income or loss adjusted for interest expense, taxes, depreciation and amortization, stock-based compensation expense, and restructuring costs, if any. Adjusted EBITDA.
Additionally, we monitor and project cash flow to determine our sources and uses for working capital to fund our operations. We also monitor Adjusted net income, a non-GAAP financial measure, and design wins. We define Adjusted net income as net income adjusted for stock-based compensation expense. Adjusted net income .
Cash Flows The following table summarizes our cash flows for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 ​ ​ (In thousands) Cash provided by operating activities ​ $ 7,099 ​ $ 13,128 Cash used in investing activities ​ (3,060) ​ (1,385) Cash provided by (used in) financing activities ​ 1,112 ​ (1,592) ​ Cash Flows from Operating Activities During the year ended December 31, 2024, cash provided by operating activities was $7.1 million, which consisted of net income of $0.8 million, non-cash charges of $8.4 million and changes in net operating assets and liabilities of $2.1 million.
Cash Flows The following table summarizes our cash flows for the periods indicated (in thousands): Year Ended December 31, 2025 2024 (In thousands) Cash provided by operating activities $ 9,960 $ 7,099 Cash used in investing activities (8,674) (3,060) Cash provided by financing activities 1,067 1,112 Cash Flows from Operating Activities During the year ended December 31, 2025, cash provided by operating activities was $10.0 million , which consisted of net loss of $0.6 million , non-cash charges of $9.0 million and changes in net operating assets and liabilities of $1.6 million .
We record inventory write-downs for the valuation of inventory when required based on our analyses and any write-downs result in a new cost basis for the affected item. ​ Recent Accounting Pronouncements See Note 2 in the accompanying Notes to Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition of results of operations. ​
Recent Accounting Pronouncements See Note 2 in the accompanying Notes to Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition of results of operations.
Research and development expenses increased by $1.9 million, or 16.2%, from $11.8 million during the year ended December 31, 2023, to $13.7 million during the year ended December 31, 2024.
Research and development expenses increased by $0.4 million, or 2.9%, from $13.7 million during the year ended December 31, 2024, to $14.1 million during the year ended December 31, 2025.
Our future capital requirements will depend on many factors, including, among other things, our growth rate, the timing and extent of our spending to support research and development activities, the timing and cost of establishing additional sales and marketing capabilities, and the introduction of new products. Additionally, see “Credit Facilities” below for information regarding our debt financing.
Our long-term capital requirements will depend on many factors, including, among other things, our growth rate, the timing and extent of our spending to support our current and future manufacturing requirements, research and development activities, the timing and cost of establishing additional sales and marketing capabilities, and the introduction of new products.
Accordingly, we determined the licenses were not distinct within the context of the contract and combined the license with other performance obligations. ​ As a result, we are recognizing revenue related to the performance obligations over time using the input method based on costs incurred to date relative to the total expected costs of the contract over the performance obligation period. ​ 33 Table of Contents Inventory We record inventories at the lower of cost, determined on a first-in, first-out basis or net realizable value.
Accordingly, we determined the licenses were not distinct within the context of the contract and combined the license with other performance obligations. As a result, we are recognizing revenue related to the performance obligations over time using the input method based on costs incurred to date relative to the total expected costs of the contract over the performance obligation period.
We applied a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied. ​ We concluded these contractual arrangements represent one arrangement and evaluated our promises to the customer and whether the performance obligations granted under the arrangement were distinct.
We applied a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied.
During the year ended December 31, 2023, cash provided by operating activities was $13.1 million, which consisted of net income of $9.1 million , non-cash charges of $6.4 million and changes in net operating assets and liabilities of $2.3 million.
During the year ended December 31, 2024, cash provided by operating activities was $7.1 million, which consisted of net income of $0.8 million , non-cash charges of $8.4 million and changes in net operating assets and liabilities of $2.1 million . The non-cash charges primarily consisted of stock-based compensation of $6.7 million and depreciation and amortization of $1.7 million .
The non-cash charges primarily consisted of stock-based compensation of $6.7 million and depreciation and amortization of $1.7 million.
The non-cash charges primarily consisted of stock-based compensation of $5.8 million and depreciation and amortization of $3.2 million .
Interest Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ ​ (Dollars in thousands) Interest expense ​ $ — ​ $ 63 ​ $ (63) ​ (100.0) % ​ Interest expense decreased by $0.1 million, or 100.0%, from $0.1 million during the year ended December 31, 2023, to zero during the year ended December 31, 2024.
Interest Income Year Ended December 31, Change 2025 2024 Amount % (Dollars in thousands) Interest income $ 1,646 $ 1,766 $ (120) (6.8) % Interest income decreased by $0.1 million, or 6.8%, from $1.8 million during the year ended December 31, 2024, to $1.6 million during the year ended December 31, 2025.
During the year ended December 31, 2023, cash used in investing activities was $1.4 million, which consisted of capital expenditures primarily for the purchase of manufacturing equipment offset by a nominal amount in proceeds received on the sale of property and equipment.
During the year ended December 31, 2024, cash used in investing activities was $3.1 million, which consisted of capital expenditures primarily for the purchase of manufacturing equipment and purchased software.
Cost of Sales and Gross Margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ ​ (Dollars in thousands) Cost of sales ​ $ 22,812 ​ $ 24,693 ​ $ (1,881) (7.6) % Cost of licensing, royalty, patent, and other revenue ​ ​ 1,464 ​ ​ 1,827 ​ ​ (363) ​ (19.9) % Total cost of sales ​ $ 24,276 ​ $ 26,520 ​ $ (2,244) ​ (8.5) % Gross margin ​ ​ 51.8 % 58.4 % ​ * ​ * ​ ​ Cost of product sales decreased by $1.9 million, or 7.6%, from $24.7 million during the year ended December 31, 2023, to $22.8 million during the year ended December 31, 2024.
Cost of Sales and Gross Margin Year Ended December 31, Change 2025 2024 Amount % (Dollars in thousands) Cost of sales $ 25,938 $ 22,812 $ 3,126 13.7 % Cost of licensing, royalty, patent, engineering services and other revenue 1,022 1,464 (442) (30.2) % Total cost of sales $ 26,960 $ 24,276 $ 2,684 11.1 % Gross margin 51.2 % 51.8 % * * Cost of product sales increased by $3.1 million, or 13.7%, from $22.8 million during the year ended December 31, 2024, to $25.9 million during the year ended December 31, 2025.
Sales and marketing expenses increased by $0.1 million, or 1.9%, from $5.3 million during the year ended December 31, 2023, to $5.4 million during the year ended December 31, 2024. The change was primarily due to an increase in headcount and contract labor, partially offset by lower variable compensation costs.
Sales and marketing expenses increased by $0.7 million, or 13.4%, from $5.4 million during the year ended December 31, 2024, to $6.1 million during the year ended December 31, 2025. The increase is sales and marketing expenses relates primarily to higher compensation costs and contract labor.
We write down inventory for estimated excess or obsolete inventory equal to the difference between cost and estimated net realizable value. Inventory write downs establish a new cost basis for inventory and charges are not subsequently reversed even if circumstances subsequently indicate that increased carrying amounts are recoverable.
Inventory write downs establish a new cost basis for inventory and charges are not subsequently reversed even if 34 Table of Contents circumstances subsequently indicate that increased carrying amounts are recoverable.
Our revenue by region for the periods indicated was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 APAC ​ $ 28,688 ​ $ 33,096 North America ​ ​ 10,710 ​ ​ 15,922 EMEA ​ ​ 11,004 ​ ​ 14,747 Total revenue ​ $ 50,402 ​ $ 63,765 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ 2024 2023 Amount % ​ ​ ​ (Dollars in thousands) ​ Product sales ​ $ 42,203 ​ $ 53,123 ​ $ (10,920) (20.6) % Licensing, royalty, patent, and other revenue ​ 8,199 ​ 10,642 ​ (2,443) (23.0) % Total revenue ​ $ 50,402 ​ $ 63,765 ​ $ (13,363) (21.0) % ​ Total revenue decreased by $13.4 million, or 21.0%, from $63.8 million during the year ended December 31, 2023, to $50.4 million during the year ended December 31, 2024.
Our revenue by region for the periods indicated was as follows (in thousands): Year Ended December 31, 2025 2024 APAC $ 34,527 $ 28,688 North America 10,890 10,710 EMEA 9,785 11,004 Total revenue $ 55,202 $ 50,402 29 Table of Contents Year Ended December 31, Change 2025 2024 Amount % (Dollars in thousands) Product sales $ 48,292 $ 42,203 $ 6,089 14.4 % Licensing, royalty, patent, engineering services and other revenue 6,910 8,199 (1,289) (15.7) % Total revenue $ 55,202 $ 50,402 $ 4,800 9.5 % Total revenue increased by $4.8 million, or 9.5%, from $50.4 million during the year ended December 31, 2024, to $55.2 million during the year ended December 31, 2025.
The change was due to a decrease in licensing costs related to labor and materials associated with the progression of our RAD-Hard projects. Our gross margin decreased from 58.4% during the year ended December 31, 2023, to 51.8% during the year ended December 31, 2024.
Cost of licensing, royalty, patent, engineering services and other revenue decreased by $0.4 million, or 30.2%, from $1.5 million during the year ended December 31, 2024, to $1.0 million during the year ended December 31, 2025. The decrease was primarily due to a decrease in licensing costs related to labor and materials associated with the progression of our RAD-Hard projects.
We have organized our sales team and representatives into three primary regions: Asia-Pacific (APAC); North America; and Europe, Middle East and Africa (EMEA). We recognize revenue by geography based on the region in which our products are sold, and not to where the end products in which they are assembled are shipped.
We recognize revenue by geography based on the region in which our products are sold, and not to where the end products in which they are assembled are shipped.
We believe our cash and cash equivalents are sufficient to meet our anticipated capital requirements in the next 12 months.
Liquidity and Capital Resources As of December 31, 2025, we had $44.5 million of cash and cash equivalents, compared to $42.1 million as of December 31, 2024. We believe our cash and cash equivalents are sufficient to meet our anticipated capital requirements in the next 12 months.
General and administrative expenses decreased by $0.2 million, or 1.1%, from $14.3 million during the year ended December 31, 2023, to $14.1 million during the year ended December 31, 2024.
General and administrative expenses increased by $0.4 million, or 2.9%, from $14.1 million during the year ended December 31, 2024, to $14.6 million during the year ended December 31, 2025. The increase is primarily due to one-time professional service fees.
The change was primarily due to the development and enhancement of our new Extended Serial Peripheral Interface (xSPI) family of STT-MRAM products, which offer high-performance, multiple I/O, SPI-compatibility and feature a high-speed, low pin count SPI compatible interface, and increases in share-based compensation. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ ​ (Dollars in thousands) General and administrative ​ $ 14,141 ​ $ 14,296 ​ $ (155) ​ (1.1) % General and administrative as a % of revenue ​ ​ 28 % ​ 22 % ​ ​ ​ ​ ​ ​ General and Administrative Expenses.
Research and development expenses relate primarily to the development and enhancement of our new Extended Serial Peripheral Interface (xSPI) family of STT-MRAM products, which offer high-performance, multiple I/O, SPI-compatibility and feature a high-speed, low pin count SPI compatible interface.
The change in our net operating assets and liabilities was primarily due to an increase in accounts receivable of $0.9 million due to timing of cash receipts for outstanding balances, an increase in inventory of $1.7 million to meet anticipated production volumes, an increase in prepaid and other current assets of $0.4 million, an 31 Table of Contents increase in other assets of $0.2 million, an increase in accounts payable of $0.5 million, an increase in accrued liabilities of $0.8 million, and a decrease in deferred revenue of $0.5 million. ​ Cash Flows from Investing Activities During the year ended December 31, 2024, cash used in investing activities was $3.1 million, which consisted of capital expenditures primarily for the purchase of manufacturing equipment and purchased software.
The change in our net operating assets and liabilities was primarily due to a decrease in accounts receivable of $3.6 million due to timing of cash receipts for outstanding balances, an increase in accrued liabilities of $0.8 million, a decrease in other assets of $0.4 million , an increase in long-term income tax liability of $0.1 million, offset by an increase in inventory of $1.6 million to meet anticipated production volumes, a decrease in accounts payable of $0.5 million, a decrease in contract obligations of $0.6 million, and an increase in prepaid and other current assets of $0.6 million .
Accordingly, we believe that Adjusted EBITDA provides useful information for investors in understanding and evaluating our operating results in the same manner as our management and our board of directors. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition to, not as superior to, or as a substitute for, net income reported in accordance with GAAP.
As such, we believe Adjusted net income provides meaningful insight for investors into our financial performance, consistent with how our management team and board view and analyze our results. Adjusted net income is a non-GAAP financial measure and should be considered alongside, but not as a replacement for or superior to, net income as reported in accordance with GAAP.
We recognize revenue net of allowances for returns and price concessions, and any taxes imposed on revenue transactions, which are subsequently remitted to governmental authorities.
Revenue Recognition We recognize revenue when a customer obtains control of the promised products or services, in an amount that reflects the consideration we expect to receive in exchange for those products or services. We recognize revenue net of allowances for returns and price concessions, and any taxes imposed on revenue transactions, which are subsequently remitted to governmental authorities.
The change was primarily driven by a reduction in professional services. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ ​ (Dollars in thousands) Sales and marketing ​ $ 5,390 ​ $ 5,288 ​ $ 102 ​ 1.9 % Sales and marketing as a % of revenue ​ ​ 11 % ​ 8 % ​ ​ ​ ​ ​ ​ Sales and Marketing Expenses.
Year Ended December 31, Change 2025 2024 Amount % (Dollars in thousands) Sales and marketing $ 6,113 $ 5,390 $ 723 13.4 % Sales and marketing as a % of revenue 11 % 11 % Sales and Marketing Expenses .
The decrease was primarily due to a decrease in product sales of $10.9 million due to timing of customer demand. Licensing, royalty, patent, and other revenue is a highly variable revenue item characterized by a small number of transactions annually with revenue based on size and terms of each transaction.
Licensing, royalty, patent, engineering services and other revenue is a highly variable revenue item characterized by a small number of transactions annually with revenue based on size and terms of each transaction. We estimate royalty revenue earned throughout the year, with an annual adjustment recognized for actual sales in the first quarter of each fiscal year.
During the year ended December 31, 2023, cash used in financing activities was $1.6 million, which primarily consisted of $2.8 million of payments to pay off our 2019 Credit Facility offset by $1.2 million in proceeds from stock option exercises and purchases of shares under our employee stock purchase plan.
During the year ended December 31, 2024, cash used in financing activities was $1.1 million, which consisted of proceeds from stock option exercises and purchases of shares under our employee stock purchase plan. Critical Accounting Policies and Significant Judgments and Estimates Our financial statements have been prepared in accordance with U.S. GAAP.
The decrease was primarily due to the progression of our contractual agreements with customers for the development of RAD-Hard products, along with the conclusion of a contractual arrangement with a customer for the development of reliability models for strategic radiation hardened toggle MRAM. There were no patent sales during the year ended December 31, 2024.
Licensing, royalty, patent, engineering services and other revenue decreased by $1.3 million, from $8.2 million during the year ended December 31, 2024, to $6.9 million during the year ended December 31, 2025. The decrease was primarily due to the conclusion of a contractual arrangement with a customer for the development of reliability models for strategic radiation hardened toggle MRAM.
Personnel-related expenses, including salaries, benefits, bonuses, and stock-based compensation, are among the most significant component of each of our operating expense categories. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ ​ (Dollars in thousands) Research and development ​ $ 13,686 ​ $ 11,776 ​ $ 1,910 ​ 16.2 % Research and development as a % of revenue ​ ​ 27 % ​ 19 % ​ ​ ​ ​ ​ ​ Research and Development Expenses .
Personnel-related expenses, including salaries, benefits, bonuses, and stock-based compensation, are among the most significant component of each of our operating expense categories.
Our management and board of directors use Adjusted EBITDA to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operating and financing plans.
Our management and board of directors use Adjusted net income to assess and evaluate our overall performance and financial trends, inform the annual budgeting process, and guide both short-term and long-term operational and strategic planning.
The following table presents a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 ​ ​ (in thousands) Adjusted EBITDA reconciliation: ​ ​ Net income ​ $ 781 ​ $ 9,052 Depreciation and amortization ​ 1,731 ​ 1,205 Stock-based compensation expense ​ 6,713 ​ 5,005 Interest expense ​ — ​ 63 Income tax benefit ​ ​ (40) ​ ​ (16) Adjusted EBITDA ​ $ 9,185 ​ $ 15,309 ​ Our Adjusted EBITDA for the year ended December 31, 2023 includes a one-time employee retention tax credit received of $2.0 million in the second quarter of 2023.
The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted net income for the periods presented: Year Ended December 31, 2025 2024 (in thousands) Adjusted Net (Loss) Income reconciliation: Net (loss) income $ (586) $ 781 Stock-based compensation expense 5,776 6,713 Adjusted Net (Loss) Income $ 5,190 $ 7,494 Design wins .
Our gross margin decreased as a result of a shift in product mix, a decrease in FAB loadings, and a decrease in licensing revenue partially offset by increased yields on our toggle products. 29 Table of Contents Operating Expenses Our operating expenses consist of research and development, general and administrative and sales and marketing expenses.
Gross margin decreased from 51.8% during the year ended December 31, 2024, to 51.2% during the year ended December 31, 2025. Gross margin slightly decreased as a result of the different revenue mix. 30 Table of Contents Operating Expenses Our operating expenses consist of research and development, general and administrative and sales and marketing expenses.
The change was due to having no outstanding balance under our 2019 Credit Facility as we paid off the outstanding balance in full in March 2023, resulting in no interest incurred during 2024 after the outstanding balance was paid in full. 30 Table of Contents Other Income, Net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ 2024 2023 Amount % ​ ​ ​ (Dollars in thousands) Other income, net ​ $ 7,832 ​ $ 3,214 ​ $ 4,618 ​ 143.7 % ​ Other income, net increased by $4.6 million, from $3.2 million during the year ended December 31, 2023, to $7.8 million during the year ended December 31, 2024.
The decrease is primarily due to the decrease in interest rates. 31 Table of Contents Other Income, Net Year Ended December 31, Change 2025 2024 Amount % (Dollars in thousands) Other income, net $ 4,405 $ 6,066 $ (1,661) (27.4) % Other income, net decreased by $1.7 million, from $6.1 million during the year ended December 31, 2024, to $4.4 million during the year ended December 31, 2025.
New design wins in each successive quarter of 2024 were 31, 44, 50, and 53, respectively, compared to 66, 62, 37, and 52 in each successive quarter of 2023, respectively. ​ 27 Table of Contents Effect of Health-Related Outbreaks on Our Business Our global operations expose us to risks arising from public health crises and health-related outbreaks.
New design wins in each successive quarter of 2025 were 44, 53, 55, and 85, respectively, compared to 31, 44, 50, and 53 in each successive quarter of 2024, respectively.
The change was primarily due to other income of $6.1 million recognized from a strategic award received by the Company to develop a long-term plan to provide manufacturing services for aerospace and defense segments, a change in interest income earned on the money market cash account as a result of a change in cash balances, along with the non-recurrence of a loss on prepayment and termination of our 2019 Credit Facility, offset by non-recurrence of the employee retention tax credit of $2.0 million received during the second quarter of 2023.
Other income relates primarily to other income recognized from a strategic award we received to develop a long-term plan to provide manufacturing services for aerospace and defense segments. On July 4, 2025, the OBBBA was enacted.
Removed
These crises and outbreaks can adversely affect global economies and financial markets, which have the potential to negatively impact our operations and financial condition. The ultimate extent of the impact of health-related events on our business, results of operations and financial condition will depend on future developments, which are highly uncertain, continuously evolving and cannot be predicted.
Added
We maintain a direct selling relationship, for strategic purposes, with several key customer accounts. We have organized our sales team and representatives into three primary regions: Asia-Pacific (APAC); North America; and Europe, Middle East and Africa (EMEA).
Removed
See “Risk Factors” in Part I, Item 1A of this report for additional risks we face due to health-related events. ​ Results of Operations Below are factors we want to highlight for understanding our 2024 annual results and year-over-year comparison with proper historical perspective: ● The first half of 2024 was impacted by supply chain challenges that were overcome in the second half of the year as the industry reverted to pre-health-related outbreak seasonal patterns. ● Our commitment to improving our manufacturing excellence enabled us to drive yield improvements within our internal and external foundries network to sustain and improve existing product margins.
Added
The increase was due to an increase in product sales revenue of $6.1 million, and partially offset by a decrease in licensing, royalty, patent, engineering services and other revenue of $1.3 million.
Removed
We estimate royalty revenue earned throughout the year, with an annual adjustment recognized for actual sales in the first quarter of each fiscal year. Licensing, royalty, patent, and other revenue decreased by $2.4 million, from $10.6 million during the year ended December 31, 2023, to $8.2 million during the year ended December 31, 2024.
Added
Cost of product sales relate primarily to costs of our Toggle and STT products and have increased consistently and proportionately with the increase in revenues.
Removed
The change was primarily due to a reduction in product sales compared to the prior year, offset in part by increased yields on our toggle products. Cost of licensing, royalty, patent, and other revenue decreased by $0.4 million, or 19.9%, from $1.8 million during the year ended December 31, 2023, to $1.5 million during the year ended December 31, 2024.
Added
Year Ended December 31, Change 2025 2024 Amount % (Dollars in thousands) Research and development $ 14,085 $ 13,686 $ 399 2.9 % Research and development as a % of revenue 26 % 27 % Research and Development Expenses .
Removed
Liquidity and Capital Resources As of December 31, 2024, we had $42.1 million of cash and cash equivalents, compared to $36.9 million as of December 31, 2023. As of December 31, 2024, we have no outstanding debt as we paid off our 2019 Credit Facility in full in March 2023.
Added
Year Ended December 31, Change 2025 2024 Amount % (Dollars in thousands) General and administrative $ 14,552 $ 14,141 $ 411 2.9 % General and administrative as a % of revenue 26 % 28 % General and Administrative Expenses .
Removed
The non-cash charges primarily consisted of stock-based compensation of $5.0 million, depreciation and amortization of $1.2 million, and a loss on prepayment and termination of our 2019 credit facility of $0.2 million.
Added
The OBBBA maintains the 21 percent corporate tax rate and makes permanent many of the beneficial expired and expiring tax provisions originally enacted in the Tax Cuts and Jobs Act of 2017, including the immediate expensing of domestic research and development expenditures, more favorable interest deductibility and 100 percent bonus depreciation with effective dates in 2025.
Removed
Critical Accounting Policies and Significant Judgements and Estimates ​ Our financial statements have been prepared in accordance with U.S. GAAP.
Added
Revisions to the international tax framework are effective in 2026. In the fourth quarter of 2025, the Company elected to immediately expense new domestic research and development expenditures, but continue amortizing the existing capitalized and unamortized expenditures as of December 31, 2024.
Removed
Actual results may differ from these estimates under different assumptions or conditions. ​ Revenue Recognition We recognize revenue when a customer obtains control of the promised products or services, in an amount that reflects the consideration we expect to receive in exchange for those products or services.
Added
Cash Flows from Investing Activities During the year ended December 31, 2025, cash used in investing activities was $8.7 million, which consisted of capital expenditures primarily for the purchase of manufacturing equipment and purchased software.
Added
We concluded these contractual arrangements represent one arrangement and evaluated our promises to the customer and whether the performance obligations granted under the arrangement were distinct.
Added
Inventory We record inventories at the lower of cost, determined on a first-in, first-out basis or net realizable value. We write down inventory for estimated excess or obsolete inventory equal to the difference between cost and estimated net realizable value.
Added
We record inventory write-downs for the valuation of inventory when required based on our analyses and any write-downs result in a new cost basis for the affected item.
Added
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not required for a smaller reporting company. 35 Table of Contents

Other MRAM 10-K year-over-year comparisons