UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On November 11, 2021, Everspin Technologies, Inc. (the “Company”) issued a press release announcing its results of operations for its third quarter ended September 30, 2021 and hosted a conference call to discuss such results. A copy of the press release is attached hereto as Exhibit 99.1 and a copy of the transcript of the conference call is attached hereto as Exhibit 99.2, each of which is incorporated herein by reference in its entirety.
The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 7, 2021, Geoffrey R. Tate informed the Company of his resignation from the Company’s board of directors (the “Board”), effective November 8, 2021, due to the time demands of Flex Logix Technologies, Inc., where he serves as its Chief Executive Officer. In connection with Mr. Tate’s resignation from the Board, Mr. Tate has also resigned from the Board’s audit committee and the Board’s nominating and corporate governance committee.
As a result of Mr. Tate’s resignation, the Company was no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit committee be comprised of at least three independent directors. Pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company was entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A). The Company notified Nasdaq of the noncompliance on November 10, 2021.
On November 10, 2021, the Board appointed Michael B. Gustafson to the Board’s audit committee, effective immediately. Following Mr. Gustafson’s appointment, the Company has regained compliance with Nasdaq Listing Rule 5605(c)(2)(A).
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
| Description |
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Everspin Technologies, Inc. | ||
Dated: November 12, 2021 | ||
By: | /s/ Anuj Aggarwal | |
Anuj Aggarwal | ||
Chief Financial Officer | ||