8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2024

Everspin Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37900	26-2640654
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

5670 W. Chandler Blvd.

Suite 130

Chandler, Arizona 85226

(Address of principal executive offices, including zip code)

(480) 347-1111

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

		Name of each exchange on which
Title of each class	Trading Symbol(s)	registered
Common Stock, par value $0.0001	MRAM	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 1, 2024, Everspin Technologies, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2024, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information disclosed under this Item 2.02, including Exhibit 99.1 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 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release dated May 1, 2024.
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: May 1, 2024
	By:	/s/ Anuj Aggarwal
		Anuj Aggarwal
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Everspin Reports Unaudited First Quarter 2024 Financial Results

Q1’24 revenue of $14.4 million near high end of guidance range

Chandler, AZ, May 1, 2024 —Everspin Technologies, Inc. (NASDAQ: MRAM), the world’s leading developer and manufacturer of magnetoresistive random access memory (MRAM) persistent memory solutions, today announced preliminary unaudited financial results for the first quarter ended March 31, 2024.

“Our first quarter revenue came in near the high end of our expectations while our GAAP net income came in below our expectations,” said Sanjeev Aggarwal, President and Chief Executive Officer. "We are very pleased with some of our recent wins, most notably with IBM for our PERSYST STT-MRAM solution, which will be used in their FCM4 FlashCore Module, and we are entering into an agreement with a commercial customer to provide foundry services. Looking ahead, we expect our Toggle and STT-MRAM design wins to ramp in the second half of 2024.”

First Quarter 2024 Results

● Total revenue of $14.4 million, compared to $14.8 million in the first quarter of 2023.  

● MRAM product sales, which includes both Toggle and STT-MRAM revenue, of $10.9 million, compared to $13.8 million in the first quarter of 2023.

● Licensing, royalty, patent, and other revenue of $3.6 million, compared to $1.1 million in the first quarter of 2023.

● Gross margin of 56.5%, compared to 56.8% in the first quarter of 2023.  

● GAAP operating expenses of $8.8 million, compared to $7.7 million in the first quarter of 2023.

● GAAP net loss of $0.2 million, or $(0.01) per diluted share, compared to net income of $0.8 million, or $0.04 per diluted share, in the first quarter of 2023.

● Adjusted EBITDA of $1.9 million, compared to $2.3 million in the first quarter of 2023.

“We are pleased to end the quarter with a strong balance sheet and solid gross margin,” said Anuj Aggarwal, Everspin’s Chief Financial Officer. “We are encouraged by the traction our products have had, as evidenced by our recent design wins, and we remain confident in our ability to scale the business and convert those design wins to revenue.”

Business Outlook

For the second quarter 2024, Everspin expects total revenue in a range of $10.0 million to $11.0 million and GAAP net loss per basic share to be between $(0.14) and ($0.09).

This outlook is dependent on Everspin's current expectations, which may be impacted by, among other things, evolving external conditions, such as the military conflict in Ukraine, instability in the Middle East, recent market volatility, semiconductor downturn and the other risk factors described in Everspin's filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, its Quarterly Reports on Form 10-Q filed with the SEC during 2024, as well as in its subsequent filings with the SEC.

Use of Non-GAAP Financial Measures

Everspin supplements the reporting of its financial information determined under generally accepted accounting principles in the United States of America (GAAP) with Adjusted EBITDA, which is a non-GAAP financial measure. Everspin defines Adjusted EBITDA as net income or loss adjusted for interest expense, taxes, depreciation and

amortization, stock-based compensation expense, and restructuring costs (if any).

Everspin’s management and board of directors use Adjusted EBITDA to understand and evaluate its operating performance and trends, to prepare and approve its annual budget and to develop short-term and long-term operating and financing plans. Accordingly, Everspin believes that Adjusted EBITDA provides useful information for investors in understanding and evaluating its operating results in the same manner as its management and 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 or loss reported in accordance with GAAP. Moreover, other companies may define Adjusted EBITDA differently, which limits the usefulness of this measure for comparisons with such other companies. Everspin encourages investors to review its financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Conference Call

Everspin will host a conference call for analysts and investors on Wednesday, May 1, 2024, at 5:00 p.m. Eastern Time.

Dial-in details: To access the call by phone, please go to this link and you will be provided with dial-in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time.

The live webcast of the call will be accessible on the Company’s website at investor.everspin.com. Approximately two hours after conclusion of the live event, an archived webcast of the conference call will be accessible from the Investor Relations section of the Company’s website for twelve months.

About Everspin Technologies

Everspin Technologies, Inc. is the world’s leading provider of magnetoresistive RAM (MRAM). Everspin MRAM delivers the industry’s most robust, highest-performance non-volatile memory for industrial IoT, data centers and other mission-critical applications where data persistence is paramount. Headquartered in Chandler, Arizona, Everspin provides commercially available MRAM solutions to a large and diverse customer base. For more information, visit www.everspin.com.NASDAQ: MRAM.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding futureresults that involve risks and uncertainties that could cause actual resultsor events to differmateriallyfrom the expectationsdisclosedin theforward-looking statements, including, but not limited to the statementsmadeunderthecaption“BusinessOutlook.”Forward-lookingstatementsare identified by words such as “expects” or similar expressions. These include, but are not limited to, Everspin’s future financial performance, including the outlook for second quarter 2024 results. Actual results could differ materially from these forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks set forth under the caption “Risk Factors” in Everspin’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024, and its Quarterly Reports on Form 10-Q filed with the SEC during 2024, as well as in its subsequent filings with the SEC. Any forward-looking statements made by Everspin in this press release speak only as of the date on which they are made and subsequent events may cause theseexpectations to change. Everspin disclaims any obligations to update oraltertheseforward-lookingstatementsinthefuture,whetherasaresultofnewinformation,futureeventsorotherwise, except as required by law.

Investor Relations:

Monica Gould

The Blueshirt Group

T: 212-871-3927

ir@everspin.com

EVERSPIN TECHNOLOGIES, INC.

Condensed Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

	March 31,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	34,801	$	36,946
Accounts receivable, net		13,078		11,554
Inventory		8,053		8,391
Prepaid expenses and other current assets		450		988
Total current assets		56,382		57,879
Property and equipment, net		4,078		3,717
Right-of-use assets		5,494		5,495
Other assets		212		212
Total assets	$	66,166	$	67,303
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,434	$	2,916
Accrued liabilities		2,122		4,336
Deferred revenue		81		336
Lease liabilities, current portion		1,259		1,190
Total current liabilities		5,896		8,778
Lease liabilities, net of current portion		4,322		4,390
Long-term income tax liability		162		214
Total liabilities	$	10,380	$	13,382
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock, $0.0001 par value per share; 5,000,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		—		—
Common stock, $0.0001 par value per share; 100,000,000 shares authorized; 21,406,511 and 21,080,472 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		2		2
Additional paid-in capital		193,636		191,569
Accumulated deficit		(137,852)		(137,650)
Total stockholders’ equity		55,786		53,921
Total liabilities and stockholders’ equity	$	66,166	$	67,303

EVERSPIN TECHNOLOGIES, INC.

Condensed Statements of Operations and Comprehensive (Loss) Income

(In thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2024		2023
Product sales	$	10,860	$	13,777
Licensing, royalty, patent, and other revenue		3,570		1,069
Total revenue		14,430		14,846
Cost of product sales		6,002		6,123
Cost of licensing, royalty, patent, and other revenue		268		293
Total cost of sales		6,270		6,416
Gross profit		8,160		8,430
Operating expenses:1
Research and development		3,418		3,199
General and administrative		4,036		3,220
Sales and marketing		1,306		1,315
Total operating expenses		8,760		7,734
(Loss) income from operations		(600)		696
Interest expense		—		(63)
Other income, net		398		128
Net (loss) income and comprehensive income	$	(202)	$	761
Net (loss) income per common share:
Basic	$	(0.01)	$	0.04
Diluted	$	(0.01)	$	0.04
Weighted average shares of common stock outstanding:
Basic		21,252,359		20,450,994
Diluted		21,252,359		20,832,074
1Operating expenses include stock-based compensation as follows:
Research and development	$	580	$	446
General and administrative		980		611
Sales and marketing		154		103
Total stock-based compensation	$	1,714	$	1,160

EVERSPIN TECHNOLOGIES, INC.

Condensed Statement of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities
Net (loss) income	$	(202)	$	761
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		398		333
Stock-based compensation		1,714		1,160
Loss on prepayment and termination of credit facility		—		170
Non-cash warrant revaluation		—		23
Non-cash interest expense		—		26
Changes in operating assets and liabilities:
Accounts receivable		(1,524)		(544)
Inventory		338		404
Prepaid expenses and other current assets		538		119
Accounts payable		(36)		125
Accrued liabilities		(2,266)		(1,457)
Deferred revenue		(255)		77
Lease liabilities, net		2		7
Net cash (used in) provided by operating activities		(1,293)		1,204
Cash flows from investing activities
Purchases of property and equipment		(1,205)		(1,011)
Net cash used in investing activities		(1,205)		(1,011)
Cash flows from financing activities
Payments on long-term debt		—		(2,790)
Proceeds from exercise of stock options		353		13
Net cash provided by (used in) financing activities		353		(2,777)
Net decrease in cash and cash equivalents		(2,145)		(2,584)
Cash and cash equivalents at beginning of period		36,946		26,795
Cash and cash equivalents at end of period	$	34,801	$	24,211
Supplementary cash flow information:
Interest paid	$	—	$	37
Operating cash flows paid for operating leases	$	349	$	375
Financing cash flows paid for finance leases	$	8	$	3
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for finance lease liabilities	$	297	$	—

EVERSPIN TECHNOLOGIES, INC.

Reconciliation of Adjusted EBITDA

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2024		2023
Adjusted EBITDA reconciliation:
Net (loss) income	$	(202)	$	761
Depreciation and amortization		398		333
Stock-based compensation expense		1,714		1,160
Interest expense		—		63
Adjusted EBITDA	$	1,910	$	2,317

XML

Document and Entity Information	May 01, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 01, 2024
Entity File Number	001-37900
Entity Registrant Name	Everspin Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-2640654
Entity Address, Address Line One	5670 W. Chandler Blvd.
Entity Address, Adress Line Two	Suite 130
Entity Address, City or Town	Chandler
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85226
City Area Code	480
Local Phone Number	347-1111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	MRAM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001438423
Amendment Flag	false