8-K

EVERSPIN TECHNOLOGIES INC. (MRAM)

8-K 2025-08-06 For: 2025-06-30
View Original
Added on April 06, 2026

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): June 30, 2025

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 August 6, 2025, Everspin Technologies, Inc. issued a press release announcing its financial results for the quarter and quarter ended June 30, 2025, 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 August 6, 2025.
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: August 6, 2025
By: /s/ William Cooper
William Cooper
Chief Financial Officer

Exhibit 99.1

Everspin Reports Unaudited Second Quarter 2025 Financial Results

Chandler, **** AZ, **** August 6, **** 2025 **** — 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 second quarter ended June 30, 2025.

“Our consistent financial performance reflects the strength of our product portfolio and ramping design wins,” said Sanjeev Aggarwal, President and Chief Executive Officer. “In order to accelerate both direct revenue monetization and strategic expansion, we have recently expanded our executive team to include a dedicated VP of Sales and a dedicated VP of Business Development. We believe that this structural change will enable us to better serve our customers and unlock new opportunities.”

Second **** Quarter **** 2025 **** Results

Total revenue of $13.2 million, compared to $10.6 million in the second quarter of 2024.
MRAM product sales, which include both Toggle and STT-MRAM revenue, of $11.1 million, compared to $9.9 million in the second quarter of 2024.
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Licensing, royalty, patent, and other revenue of $2.1 million, compared to $0.7 million in the second quarter of 2024.
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Gross margin of 51.3%, compared to 49.0% in the second quarter of 2024.
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GAAP operating expenses of $8.7 million, compared to $8.0 million in the second quarter of 2024.
--- ---
Interest and Other income, net of $1.3 million, compared to $0.4 million in the second quarter of 2024.
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GAAP net loss of $(0.7) million, or $(0.03) per diluted share, compared to net loss of $(2.5) million, or $(0.12) per diluted share, in the second quarter of 2024.
--- ---
Non-GAAP net income of $0.7 million, or $0.03 per diluted share, compared to non-GAAP net loss of $(0.6) million, or $(0.03) per diluted share, in the second quarter of 2024.
--- ---
Cash and cash equivalents as of June 30, 2025, increased by $2.9 million to $45.0 million since December 31, 2024.
--- ---

“We are pleased with our second quarter results, which came in toward the high end of our expectations, driven by strength across our product portfolio. Our team remains focused on delivering consistent execution combined with prudent expense management,” said Bill Cooper, Everspin’s Chief Financial Officer. “We did not experience any tariff related impact on our Q2 results and don’t anticipate any material impact on future results. However, the situation continues to be fluid, and we are monitoring it closely.”

Business Outlook

For the third quarter 2025, Everspin expects total revenue in a range of $13.5 million to $14.5 million and GAAP net (loss) / income per diluted share to be between $(0.05) and $0.00. Non-GAAP net income per diluted share is anticipated to be between $0.02 and $0.07.

A reconciliation of non-GAAP guidance measures to corresponding GAAP guidance measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, expenses that may be incurred in the future. Stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of Everspin’s common stock, and Everspin’s future hiring and retention needs, all of which are difficult to predict and subject to constant change. These factors could be material to Everspin’s results computed in accordance with GAAP. This outlook is dependent on Everspin's current expectations, which may be impacted by, among other things, evolving external conditions, such as public health-related events or outbreaks, local safety guidelines, worsening impacts due to supply chain constraints or interruptions, including 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, 2024, its Quarterly Reports on Form 10-Q filed with the SEC during 2025, 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 Non-GAAP financial measures including gross profit, gross margin, operating expenses, operating income (loss), operating margin, net income (loss), and EPS which are defined as the GAAP financial measures excluding the effect of stock-based compensation charges. Everspin’s GAAP tax rate is effectively zero due to NOL carryforwards, thus a Non-GAAP tax rate is not included as a Non-GAAP financial measure.

Everspin’s management and board of directors use these non-GAAP measures 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 these non-GAAP measures provide useful information for investors in understanding and evaluating its operating results in the same manner as its management and board of directors. These non-GAAP financial measures should be considered in addition to, not as superior to, or as a substitute for, financial measures reported in accordance with GAAP. Moreover, other companies may define these non-GAAP measures 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. Please see the tables included at the end of this release for the reconciliation of GAAP to non-GAAP results.

Conference **** Call

Everspin will host a conference call to discuss its second quarter 2025 results on Wednesday, August 6, 2025, 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 Everspin’s website at investor.everspin.com. Approximately two hours after the conclusion of the live event, an archived webcast of the conference call will be accessible from the Investor Relations section of Everspin’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 future results that involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including, but not limited to the statements made under the caption “Business Outlook.” Forward-looking statements are 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 2025 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, 2024 filed with the SEC on February 27, 2025, and its Quarterly Reports on Form 10-Q filed with the SEC during 2025, 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 these expectations to change. Everspin disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise, 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)

June 30, December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 44,962 $ 42,097
Accounts receivable, net 7,370 11,722
Inventory 11,306 9,110
Prepaid expenses and other current assets 1,115 1,272
Total current assets 64,753 64,201
Property and equipment, net 3,844 3,220
Intangible assets, net 2,551 3,416
Right-of-use assets 3,907 4,549
Other assets 3,867 2,403
Total assets $ 78,922 $ 77,789
Liabilities and Stockholders’ Equity **** **** **** ****
Current liabilities:
Accounts payable $ 2,931 $ 2,278
Accrued liabilities 2,253 2,449
Deferred revenue 78
Lease liabilities, current portion 1,342 1,306
Contract obligations 2,733 2,034
Software liabilities, current portion 1,769 1,769
Total current liabilities 11,028 9,914
Lease liabilities, net of current portion 2,654 3,336
Software liabilities, net of current portion 905 1,784
Long-term income tax liability 260 162
Total liabilities $ 14,847 $ 15,196
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 June 30, 2025 and December 31, 2024
Common stock, $0.0001 par value per share; 100,000,000 shares authorized; 22,570,591 and 22,059,697 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 2 2
Additional paid-in capital 202,778 199,460
Accumulated deficit (138,705) (136,869)
Total stockholders’ equity 64,075 62,593
Total liabilities and stockholders’ equity $ 78,922 $ 77,789

EVERSPIN TECHNOLOGIES, INC.

Condensed Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Product sales $ 11,091 $ 9,887 $ 22,117 $ 20,747
Licensing, royalty, patent, and other revenue 2,110 749 4,222 4,319
Total revenue 13,201 10,636 26,339 25,066
Cost of product sales 6,166 5,235 12,195 11,238
Cost of licensing, royalty, patent, and other revenue 267 185 623 452
Total cost of sales 6,433 5,420 12,818 11,690
Gross profit 6,768 5,216 13,521 13,376
Operating expenses:
Research and development 3,580 3,457 6,936 6,875
General and administrative 3,642 3,254 7,480 7,290
Sales and marketing 1,507 1,324 2,998 2,630
Total operating expenses 8,729 8,035 17,414 16,795
Loss from operations (1,961) (2,819) (3,893) (3,419)
Interest income 423 423 831 862
Other income (expense), net 842 (30) 1,230 (71)
Net loss before income taxes (696) (2,426) (1,832) (2,628)
Income tax benefit (expense) 26 (76) (4) (76)
Net loss and comprehensive loss $ (670) $ (2,502) $ (1,836) $ (2,704)
Net loss per common share:
Basic $ (0.03) $ (0.12) $ (0.08) $ (0.13)
Diluted $ (0.03) $ (0.12) $ (0.08) $ (0.13)
Weighted average shares of common stock outstanding:
Basic 22,504,957 21,566,863 22,347,411 21,409,611
Diluted 22,504,957 21,566,863 22,347,411 21,409,611

EVERSPIN TECHNOLOGIES, INC.

Condensed Statements of Cash Flow****s

(In thousands)

(Unaudited)

Six Months Ended June 30,
2025 2024
Cash flows from operating activities
Net loss $ (1,836) $ (2,704)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 1,695 795
Gain on sale of property and equipment (25)
Stock-based compensation 2,996 3,576
Changes in operating assets and liabilities:
Accounts receivable 4,352 1,440
Inventory (2,196) 404
Prepaid expenses and other current assets 157 471
Other assets (50) 1
Accounts payable 809 (595)
Accrued liabilities (196) (2,628)
Deferred revenue (78) (336)
Contract obligations 699
Lease liabilities, net 30 4
Long-term income tax liability 98
Net cash provided by operating activities 6,455 428
Cash flows from investing activities **** ****
Purchases of property and equipment (2,901) (1,239)
Purchases of intangible assets (977)
Net cash used in investing activities (3,878) (1,239)
Cash flows from financing activities **** ****
Payments on finance leases (34)
Proceeds from exercise of stock options and purchase of shares in employee stock purchase plan 322 629
Net cash provided by financing activities 288 629
Net increase (decrease) in cash and cash equivalents 2,865 (182)
Cash and cash equivalents at beginning of period 42,097 36,946
Cash and cash equivalents at end of period $ 44,962 $ 36,764
Supplementary cash flow information: **** ****
Cash paid for taxes $ 36 $
Operating cash flows paid for operating leases $ 707 $ 699
Financing cash flows paid for finance leases $ 34 $ 28
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for finance lease liabilities $ $ 297
Purchases of property and equipment in accounts payable and accrued liabilities $ 26 $ 75

EVERSPIN TECHNOLOGIES, INC.

Supplemental Quarterly Financial Results

(In thousands, except per share amounts)

(Unaudited)

GAAP Financial Results
Three months ended Three months ended
June 30, March 31,
2025 **** 2024 **** Y/Y **** 2025 **** Q/Q
Revenue $ 13,201 $ 10,636 24 % $ 13,138
Gross Profit $ 6,768 $ 5,216 30 % $ 6,753
Gross Margin 51.3 % 49.0 % Up 2.3 ppts 51.4 % Down 0.1 ppts
Operating Expenses $ 8,729 $ 8,035 9 % $ 8,685 1 %
Operating Income (Loss) $ (1,961) $ (2,819) 30 % $ (1,932) (2) %
Operating Margin (14.9) % (26.5) % Up 11.6 ppts (14.7) % Down 0.2 ppts
Interest and Other Income (Loss) $ 1,265 $ 393 222 % $ 796 59 %
Net Income (Loss) $ (670) $ (2,502) 73 % $ (1,166) 43 %
Diluted Earnings Per Share $ (0.03) $ (0.12) 75 % $ (0.05) 40 %
Non-GAAP Financial Results
Three months ended Three months ended
June 30, March 31,
2025 **** 2024 **** Y/Y **** 2025 **** Q/Q
Revenue $ 13,201 $ 10,636 24 % $ 13,138 %
Gross Profit $ 6,929 $ 5,216 33 % $ 6,939 %
Gross Margin 52.5 % 49.0 % Up 3.5 ppts 52.8 % Down 0.3 ppts
Operating Expenses $ 7,471 $ 6,173 21 % $ 7,294 2 %
Operating Income (Loss) $ (542) $ (957) 43 % $ (355) (53) %
Operating Margin (4.1) % (9.0) % Up 4.9 ppts (2.7) % Down 1.4 ppts
Interest and Other Income (Loss) $ 1,265 $ 393 222 % $ 796 59 %
Net Income (Loss) $ 749 $ (640) 217 % $ 411 82 %
Diluted Earnings Per Share $ 0.03 $ (0.03) 200 % $ 0.02 50 %

EVERSPIN TECHNOLOGIES, INC.

Supplemental Reconciliations of GAAP Results to Non-GAAP Financial Measures

(In thousands)

(Unaudited)

Three Months Ended
June 30, March 31,
2025 2024 2025
Gross **** Gross **** Gross **** Gross **** Gross **** Gross
**** Profit **** Margin **** Profit **** Margin **** Profit **** Margin
GAAP $ 6,768 51.3 % $ 5,216 49.0 % $ 6,753 51.4 %
Stock-Based Compensation, COGS 161 186
Non-GAAP $ 6,929 52.5 % $ 5,216 49.0 % $ 6,939 52.8 %
Operating As a % Operating As a % Operating As a %
**** Expenses of Revenue Expenses of Revenue Expenses of Revenue
GAAP $ 8,729 66.1 % $ 8,035 75.5 % $ 8,685 66.1 %
Stock-Based Compensation, R&D (437) (689) (497)
Stock-Based Compensation, SG&A (821) (1,173) (894)
Non-GAAP $ 7,471 56.6 % $ 6,173 58.0 % $ 7,294 55.5 %
Operating Operating Operating Operating Operating Operating
**** Income (Loss) Margin Income (Loss) Margin Income (Loss) Margin
GAAP $ (1,961) (14.9) % $ (2,819) (26.5) % $ (1,932) (14.7) %
Stock-Based Compensation 1,419 1,862 1,577
Non-GAAP $ (542) (4.1) % $ (957) (9.0) % $ (355) (2.7) %
Net Earnings Net Earnings Net Earnings
**** Income (Loss) Per Share Income (Loss) Per Share Income (Loss) Per Share
GAAP $ (670) $ (0.03) $ (2,502) $ (0.12) $ (1,166) $ (0.05)
Stock-Based Compensation 1,419 0.06 1,862 0.09 1,577 0.07
Non-GAAP $ 749 $ 0.03 $ (640) $ (0.03) $ 411 $ 0.02