8-K

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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

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Date of Report (Date of earliest event reported): April 30, 2025

Everspin Technologies, Inc.

(Exact name of registrant as specified in its charter)

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

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5670 W. Chandler Blvd.

Suite 130

Chandler , Arizona **** 85226

(Address of principal executive offices, including zip code)

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( 480 ) 347-1111

(Registrant’s telephone number, including area code)

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Not Applicable

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

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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:

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

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

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

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

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

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​	​	​	​	​
​	​	​	​	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

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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).

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Emerging growth company ☐

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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. ☐

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Item 2.02. Results of Operations and Financial Condition.

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On April 30, 2025, Everspin Technologies, Inc. issued a press release announcing its financial results for the quarter and quarter ended March 31, 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.

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Item 9.01. Financial Statements and Exhibits.

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Exhibit No.	****	Description
99.1	​	Press release dated April 30, 2025.
104	​	Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES

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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.

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​	​	​
​	Everspin Technologies, Inc.
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Dated: April 30, 2025	​
​	​
​	By:	/s/ William Cooper
​	​	William Cooper
​	​	Chief Financial Officer

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Exhibit 99.1

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Everspin Reports Unaudited First Quarter 2025 Financial Results

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Chandler, **** AZ, **** April 30, **** 2025 **** — Everspin Technologies, Inc. (NASDAQ: MRAM), the world’s leading developer and manufacturer of magnetoresistive random access memory (MRAM) persistent memory solutions, announced preliminary unaudited financial results for the first quarter ended March 31, 2025.

“Our recent design wins showcase the strength of our solutions for mission critical applications, as evidenced by our recent contract with Astro Digital, Digital, a supplier of complete satellite systems for deep space missions,” said Sanjeev Aggarwal, President and Chief Executive Officer. “To further address these markets, we announced two new products as part of our Orion xSPI family featuring automotive temperature range to addresses the growing demand for persistent, high-speed memory in aerospace, defense, and extreme industrial environments. We expect our existing and new customers to deploy Everspin’s robust MRAM products and technology in such mission critical applications through design wins and Strategic Radiation Hard programs for memory and FPGA applications.”

First **** Quarter **** 2025 **** Results

●	Total revenue of $13.1 million, compared to $14.4 million in the first quarter of 2024.
●	MRAM product sales, which include both Toggle and STT-MRAM revenue, of $11.0 million, compared to $10.9 million in the first quarter of 2024.
---	---
●	Licensing, royalty, patent, and other revenue of $2.1 million, compared to $3.6 million in the first quarter of 2024.
---	---
●	Gross margin of 51.4%, compared to 56.5% in the first quarter of 2024.
---	---
●	GAAP operating expenses of $8.7 million, compared to $8.8 million in the first quarter of 2024.
---	---
●	Interest and Other income, net of $0.8 million, compared to $0.4 million in the first quarter of 2024.
---	---
●	GAAP net loss of $1.2 million, or $(0.05) per diluted share, compared to net loss of $0.2 million, or $(0.01) per diluted share, in the first quarter of 2024.
---	---
●	Non-GAAP net income of $0.4 million, or $0.02 per diluted share, compared to $1.5 million, or $0.07 per diluted share, in the first quarter of 2024.
---	---
●	Cash and cash equivalents as of March 31, 2025, increased to $42.2 million.
---	---

“We are pleased with our first quarter results, which came in above our expectations, driven by higher than anticipated product revenue. Our performance reflects the consistency of our team’s execution and our continued focus on prudent expense management,” said Bill Cooper, Everspin’s Chief Financial Officer. “We did not experience any tariff related impact on our Q1 results. Based on the United States current exemption for semiconductors and our shipping terms into China, our guidance for the second quarter does not include potential impact from tariffs. However, the situation continues to be fluid, and we are monitoring it closely.”

Business Outlook

For the second quarter 2025, Everspin expects total revenue in a range of $12.5 million to $13.5 million and GAAP net (loss) income per basic share to be between $(0.05) and $0.00. Non-GAAP net income per basic share is anticipated to be between $0.00 and $0.05.

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 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 for analysts and investors on Wednesday, April 30, 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.

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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)

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		​			​
​	​	March 31,		​	December 31,
​	​	2025		​	2024
Assets		​			​
Current assets:		​			​
Cash and cash equivalents	​	$	42,158	​	$	42,097
Accounts receivable, net	​		12,565	​		11,722
Inventory	​		10,991	​		9,110
Prepaid expenses and other current assets	​		1,037	​		1,272
Total current assets	​		66,751	​		64,201
Property and equipment, net	​		3,671	​		3,220
Intangible assets, net	​	​	2,973	​	​	3,416
Right-of-use assets	​	​	4,230	​		4,549
Other assets	​		2,605	​		2,403
Total assets	​	$	80,230	​	$	77,789
​	​	​	​	​	​	​
Liabilities and Stockholders’ Equity	​	****	****	​	****	****
Current liabilities:	​			​
Accounts payable	​	$	3,182	​	$	2,278
Accrued liabilities	​		2,556	​		2,449
Deferred revenue	​	​	1,140	​	​	78
Lease liabilities, current portion	​	​	1,323	​	​	1,306
Contract obligations	​	​	2,598	​	​	2,034
Software liabilities, current portion	​	​	1,769	​	​	1,769
Total current liabilities	​		12,568	​		9,914
Lease liabilities, net of current portion	​	​	2,998	​	​	3,336
Software liabilities, net of current portion	​	​	1,345	​	​	1,784
Long-term income tax liability	​	​	286	​	​	162
Total liabilities	​	$	17,197	​	$	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 March 31, 2025 and December 31, 2024	​	​	—	​	​	—
Common stock, $0.0001 par value per share; 100,000,000 shares authorized; 22,352,145 and 22,059,697 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	​		2	​	​	2
Additional paid-in capital	​		201,066	​		199,460
Accumulated deficit	​		(138,035)	​		(136,869)
Total stockholders’ equity	​		63,033	​		62,593
Total liabilities and stockholders’ equity	​	$	80,230	​	$	77,789
​	​	​	​	​	​	​

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EVERSPIN TECHNOLOGIES, INC.

Condensed Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

(Unaudited)

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	​			​
​	​	Three Months Ended March 31,
​		2025			2024
Product sales	​	$	11,026	​	$	10,860
Licensing, royalty, patent, and other revenue	​	​	2,112	​		3,570
Total revenue	​		13,138	​		14,430
Cost of product sales	​	​	6,029	​	​	6,002
Cost of licensing, royalty, patent, and other revenue	​	​	356	​	​	268
Total cost of sales	​		6,385	​		6,270
Gross profit	​		6,753	​		8,160
Operating expenses:	​			​
Research and development	​		3,356	​		3,418
General and administrative	​		3,838	​		4,036
Sales and marketing	​		1,491	​		1,306
Total operating expenses	​		8,685	​		8,760
Loss from operations	​		(1,932)	​		(600)
Interest income	​		408	​		439
Other income (expense), net	​		388	​		(41)
Net loss before income taxes	​	​	(1,136)	​	​	(202)
Income tax expense	​	​	(30)	​	​	—
Net loss and comprehensive loss	​	$	(1,166)	​	$	(202)
Net loss per common share:	​	​	​	​	​	​
Basic	​	$	(0.05)	​	$	(0.01)
Diluted	​	$	(0.05)	​	$	(0.01)
Weighted average shares of common stock outstanding:	​	​	​	​	​	​
Basic	​		22,188,114	​		21,252,359
Diluted	​		22,188,114	​		21,252,359
​	​	​	​	​	​	​

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EVERSPIN TECHNOLOGIES, INC.

Condensed Statements of Cash Flow****s

(In thousands)

(Unaudited)

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		​			​
​	​	Three Months Ended March 31,
​		2025			2024
Cash flows from operating activities		​			​
Net loss	​	$	(1,166)	​	$	(202)
Adjustments to reconcile net income to net cash provided by operating activities:	​		​	​		​
Depreciation and amortization	​		846	​		398
Stock-based compensation	​		1,577	​		1,714
Changes in operating assets and liabilities:	​		​	​		​
Accounts receivable	​	​	(843)	​		(1,524)
Inventory	​	​	(1,881)	​		338
Prepaid expenses and other current assets	​	​	235	​		538
Other assets	​	​	(56)	​		—
Accounts payable	​	​	1,066	​		(36)
Accrued liabilities	​	​	(103)	​		(2,266)
Deferred revenue	​	​	1,062	​	​	(255)
Contract obligations	​	​	564	​	​	—
Lease liabilities, net	​	​	15	​	​	2
Long-term income tax liability	​	​	124	​	​	—
Net cash provided by (used in) operating activities	​		1,440	​		(1,293)
Cash flows from investing activities	​	****	​	​	****	​
Purchases of property and equipment	​		(913)	​		(1,205)
Purchases of intangible assets	​	​	(478)	​	​	—
Net cash used in investing activities	​		(1,391)	​		(1,205)
Cash flows from financing activities	​	****	​	​	****	​
Payments on finance leases	​		(17)	​		—
Proceeds from exercise of stock options and purchase of shares in employee stock purchase plan	​		29	​		353
Net cash provided by financing activities	​		12	​		353
Net increase (decrease) in cash and cash equivalents	​		61	​		(2,145)
Cash and cash equivalents at beginning of period	​		42,097	​		36,946
Cash and cash equivalents at end of period	​	$	42,158	​	$	34,801
Supplementary cash flow information:	​	****	​	​	****	​
Operating cash flows paid for operating leases	​	$	353	​	$	349
Financing cash flows paid for finance leases	​	$	17	​	$	8
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	​	$	230	​	$	—
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EVERSPIN TECHNOLOGIES, INC.

Supplemental Quarterly Financial Results

(In thousands, except per share amounts)

(Unaudited)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	GAAP Financial Results
​	​	Three months ended							​	​		​	Three months ended			​	​
​	​	March 31,							​	​	​	​	December 31,			​	​	​
​		2025			****	2024			****	Y/Y		****	2024			****	Q/Q
Revenue	​	$	13,138	​	​	$	14,430	​	​	(9)	%	​	$	13,243	​	​	(1)	%
Gross Profit	​	$	6,753		​	$	8,160		​	(17)	%	​	$	6,798		​	(1)	%
Gross Margin	​		51.4	%	​		56.5	%	​	Down 5.1 ppts		​		51.3	%	​	Up 0.1 ppts
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating Expenses	​	$	8,685	​	​	$	8,760	​	​	(1)	%	​	$	8,355	​	​	4	%
Operating Income (Loss)	​	$	(1,932)	​	​	$	(600)	​	​	(222)	%	​	$	(1,557)	​	​	(24)	%
Operating Margin	​		(14.7)	%	​		(4.2)	%	​	Down 10.5 ppts		​		(11.8)	%	​	Down 2.9 ppts
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest and Other Income (Loss)	​	$	796		​	$	398		​	100	%	​	$	2,645		​	(70)	%
Net Income (Loss)	​	$	(1,166)		​	$	(202)		​	(477)	%	​	$	1,214		​	(196)	%
Diluted Earnings Per Share	​	$	(0.05)		​	$	(0.01)		​	(400)	%	​	$	0.05		​	(200)	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Non-GAAP Financial Results
​	​	Three months ended							​	​		​	Three months ended			​	​
​	​	March 31,							​	​	​	​	December 31,			​	​	​
​		2025			****	2024			****	Y/Y		****	2024			****	Q/Q
Revenue	​	$	13,138	​	​	$	14,430	​	​	(9)	%	​	$	13,243	​	​	(1)	%
Gross Profit	​	$	6,939		​	$	8,160		​	(15)	%	​	$	6,798		​	2	%
Gross Margin	​		52.8	%	​		56.5	%	​	Down 3.7 ppts		​		51.3	%	​	Up 1.5 ppts
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating Expenses	​	$	7,294	​	​	$	7,046	​	​	4	%	​	$	6,750	​	​	8	%
Operating Income (Loss)	​	$	(355)	​	​	$	1,114	​	​	(132)	%	​	$	48	​	​	(840)	%
Operating Margin	​		(2.7)	%	​		7.7	%	​	Down 10.4 ppts		​		0.4	%	​	Down 3.1 ppts
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest and Other Income (Loss)	​	$	796		​	$	398		​	100	%	​	$	2,645		​	(70)	%
Net Income (Loss)	​	$	411		​	$	1,512		​	(73)	%	​	$	2,819		​	(85)	%
Diluted Earnings Per Share	​	$	0.02		​	$	0.07		​	(71)	%	​	$	0.13		​	(85)	%

EVERSPIN TECHNOLOGIES, INC.

Supplemental Reconciliations of GAAP Results to Non-GAAP Financial Measures

(In thousands)

(Unaudited)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,													​	December 31,
​	​	2025						​	2024						​	2024
​	​	Gross		****	Gross			****	Gross		****	Gross			****	Gross		****	Gross
​	****	Profit		****	Margin			****	Profit		****	Margin			****	Profit		****	Margin
GAAP	​	$	6,753	​	​	51.4	%	​	$	8,160	​	​	56.5	%	​	$	6,798	​	​	51.3	%
Stock-Based Compensation, COGS	​	​	186	​	​	​	​	​	​	—	​	​	​	​	​	​	—	​	​	​	​
Non-GAAP	​	$	6,939	​	​	52.8	%	​	$	8,160	​	​	56.5	%	​	$	6,798	​	​	51.3	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Operating		​	As a %			​	Operating		​	As a %			​	Operating		​	As a %
​	****	Expenses		​	of Revenue				Expenses		​	of Revenue				Expenses		​	of Revenue
GAAP	​	$	8,685	​	​	66.1	%	​	$	8,760	​	​	60.7	%	​	$	8,355	​	​	63.1	%
Stock-Based Compensation, R&D	​	​	(497)	​	​	​	​	​	​	(580)	​	​	​	​	​	​	(707)	​	​	​	​
Stock-Based Compensation, SG&A	​	​	(894)	​	​	​	​	​	​	(1,134)	​	​	​	​	​	​	(898)	​	​	​	​
Non-GAAP	​	$	7,294	​	​	55.5	%	​	$	7,046	​	​	48.8	%	​	$	6,750	​	​	51.0	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Operating		​	Operating			​	Operating		​	Operating			​	Operating		​	Operating
​	****	Income (Loss)		​	Margin				Income (Loss)		​	Margin				Income (Loss)		​	Margin
GAAP	​	$	(1,932)	​	​	(14.7)	%	​	$	(600)	​	​	(4.2)	%	​	$	(1,557)	​	​	(11.8)	%
Stock-Based Compensation	​	​	1,577	​	​	​	​	​	​	1,714	​	​	​	​	​	​	1,605	​	​	​	​
Non-GAAP	​	$	(355)	​	​	(2.7)	%	​	$	1,114	​	​	7.7	%	​	$	48	​	​	0.4	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Net		​	Earnings			​	Net		​	Earnings			​	Net		​	Earnings
​	****	Income (Loss)		​	Per Share				Income (Loss)		​	Per Share				Income (Loss)		​	Per Share
GAAP	​	$	(1,166)	​	$	(0.05)		​	$	(202)	​	$	(0.01)		​	$	1,214	​	$	0.05
Stock-Based Compensation	​	​	1,577	​	​	0.07		​	​	1,714	​	​	0.08		​	​	1,605	​	​	0.08
Non-GAAP	​	$	411	​	$	0.02		​	$	1,512	​	$	0.07		​	$	2,819	​	$	0.13

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