What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-02-10 · 111 added, 140 removed, 340 unchanged (42% of the section changed)

7 unchanged sentences

Prepaid expenses and other current assets ($ 375 and $ 375 from a related party)

Assets held for sale

Total current assets

9 unchanged sentences

Lease liabilities, non-current

Contingent consideration, non-current

Total liabilities

18 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION S

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands, except per share amounts)

Three Months Ended June 30,

(In thousands, except per share amounts)

5 unchanged sentences

Total operating expenses

Loss from operations

Income (loss) from operations

Interest income, net

Other income (expense), net

Loss before income taxes

Other expense, net

Income (loss) before income taxes

Provision for income taxes

Net loss per share:

Net income (loss)

Net income (loss) per share:

Weighted average shares used in per share calculations:

1 unchanged sentence

GSI TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30,

(In thousands)

Net income (loss)

Net unrealized gain on available-for-sale investments

Total comprehensive loss

Total comprehensive income (loss)

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

Stockholders'

Three months ended December 31, 2024

(In thousands, except share amounts)

Balance, September 30, 2024

Issuance of common stock under employee stock option plans

Stock-based compensation expense

Balance, December 31, 2024

Comprehensive

Stockholders'

Three months ended December 31, 2023

Balance, September 30, 2023

Issuance of common stock under employee stock option plans

Stock-based compensation expense

Net unrealized gain on available-for-sale investments

Balance, December 31, 2023

Comprehensive

Stockholders'

Nine months ended December 31, 2024

Three months ended June 30, 2025

(In thousands, except share amounts)

Balance, March 31, 2025

Issuance of common stock pursuant to an At-the-Market offering, net of offering costs of $ 411

Issuance of common stock under employee stock option plans

Stock-based compensation expense

Balance, December 31, 2024

Balance, June 30, 2025

Comprehensive

Stockholders'

Nine months ended December 31, 2023

Three months ended June 30, 2024

Balance, March 31, 2024

Issuance of common stock under employee stock option plans

Issuance of common stock pursuant to an At-the-Market offering, net of offering costs of $ 389

Stock-based compensation expense

Net unrealized gain on available-for-sale investments

Balance, December 31, 2023

Balance, June 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW S

Nine Months Ended December 31,

Three Months Ended June 30,

(In thousands)

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Allowance for credit losses

Allowance for credit losses and recoveries

Provision for excess and obsolete inventories

2 unchanged sentences

Depreciation and amortization

Gain on sale of assets

Gain from sale of assets

Stock-based compensation

Amortization of premium on investments

Changes in assets and liabilities:

6 unchanged sentences

Proceeds from sale of assets

Maturities of short-term investments

Purchases of property and equipment

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

2 unchanged sentences

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of the period

15 unchanged sentences

However, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

The consolidated results of operations for the nine months ended December 31, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year.

The consolidated results of operations for the three months ended June 30, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year.

Significant accounting policies

22 unchanged sentences

Risk and uncertainties

The decline in the global economic environment due to, among other things, higher interest rates, worldwide inflationary pressures and increasing geopolitical tensions, has affected the business activities of the Company, its customers, suppliers, and other business partners in the fiscal year ended March 31, 2024 and into the nine months ended December 31, 2024.

The decline in the global economic environment due to, among other things, higher interest rates, increased or new tariffs, trade disputes and restrictions, worldwide inflationary pressures and increasing geopolitical tensions, has affected the business activities of the Company, its customers, suppliers, and other business partners in the fiscal year ended March 31, 2025 and into the three months ended June 30, 2025.

Our software development and certain regional sales activities for our APU product offerings occur in Israel.

2 unchanged sentences

Proof of concept customers for our SAR imagine processing acceleration system are also based in Israel.

We are closely monitoring the evolving military conflict in Israel that began on October 7, 2023 including potential impacts to our business, customers, employees and operations in Israel.

We are closely monitoring the evolving military conflict in Israel, including potential impacts to our business, customers, employees and operations in Israel.

At this time, the impact on GSI Technology is uncertain and subject to change given the volatile nature of the situation, but adverse changes in the military conditions in Israel could harm our business and our stock price could decline.

The Company believes that during the next 12 months disruptions in the capital markets as a result of higher interest rates, worldwide inflationary pressures, increasing geopolitical tensions and the decline in the global economic environment could impact general economic activity and demand in the Company’s end markets.

The Company believes that during the next 12 months disruptions in the capital markets as a result of higher interest rates, increase or new tariffs, trade disputes and restrictions, worldwide inflationary pressures, increasing geopolitical tensions and the decline in the global economic environment could impact general economic activity and demand in the Company’s end markets.

Accounting pronouncements not yet adopted by the Company

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740).” ASU No.

2023-09 improves the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

It also includes certain other amendments to improve the effectiveness of income tax disclosures regarding (a) income or loss from continuing operations disaggregated between domestic and foreign and (b) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign.

2023-09 is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the disclosure requirements and its effect on the Consolidated Financial Statements.

In November 2024, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which will require the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (“CODM”).

In addition, ASU 2023-07 will require the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources.

This accounting standard update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” ASU No.

2024-03 does not change the expense captions an entity presents on the face of the income statement;

rather it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

2024-03 requires footnote disclosure about specific expenses to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization and (5) depreciation, depletion and amortization recognized as part of oil- and gas-production activities or other types of depletion expenses.

The tabular disclosure would also include certain other expenses, when applicable.

2024-03 does not change or remove existing expense disclosure requirements;

however, it may affect where that information appears in the footnotes to the financial statements.

2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective application.

Early adoption is permitted.

The Company is currently evaluating the effect that the updated standard will have on the Company's financial statement disclosures.

The Company is currently evaluating the disclosure requirements and its effect on the Consolidated Financial Statements.

NOTE 2—REVENUE RECOGNITION

7 unchanged sentences

Delivery of all performance obligations contained within a contract with a customer typically occurs at the same time (or within the same accounting period).

Transfer of control occurs at the point at which delivery has occurred, title and the risks and

rewards of ownership have passed to the customer, and the Company has a right to payment.

Transfer of control occurs at the point at which delivery has occurred, title and the risks and rewards of ownership have passed to the customer, and the Company has a right to payment.

The Company recognizes revenue upon shipment of the product.

12 unchanged sentences

Warranty costs and the accrued warranty liability were not material in all periods presented.

Substantially all of the Company’s revenue is derived from sales of SRAM products, which represent approximately 99 % and 98 % of total revenues in the nine months ended December 31, 2024 and 2023.

Nokia, the Company’s largest end user customer in recent years, purchases products directly from the Company and through contract manufacturers and distributors.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by Nokia represented approximately 4 % and 15 % of the Company’s net revenues in the three months ended December 31, 2024 and 2023, respectively and 14 % and 23 % of the Company’s net revenue in the nine months ended December 31, 2024 and 2023, respectively.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by KYEC represented approximately 23 % and 0 % of the Company’s net revenues in the three months ended December 31, 2024 and 2023, respectively and 20 % and 0 % of the Company’s net revenue in the nine months ended December 31, 2024 and 2023, respectively.

Substantially all of the Company’s revenue is derived from sales of SRAM products, which represent approximately 100 % and 99 % of total revenues in the three months ended June 30, 2025 and 2024.

Nokia, the Company’s largest end user customer in fiscal 2024 and 2023, purchases products directly from the Company and through contract manufacturers and distributors.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by Nokia represented approximately 9 % and 21 % of the Company’s net revenues in the three months ended June 30, 2025 and 2024, respectively.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by KYEC, which was the Company’s largest end user customer in fiscal 2025, represented approximately 4 % and 22 % of the Company’s net revenues in the three months ended June 30, 2025 and 2024, respectively.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by Cadence Design Systems represented approximately 24 % and 0 % of the Company’s net revenues in the three months ended June 30, 2025 and 2024, respectively.

See “Note 12 — Segment and Geographic Information” for revenue by shipment destination.

The following table presents the Company’s revenue disaggregated by customer type.

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

Three Months Ended June 30,

(In thousands)

Contract manufacturers

NOTE 3—NET LOSS PER COMMON SHARE

NOTE 3—NET INCOME (LOSS) PER COMMON SHARE

The Company uses the treasury stock method to calculate the weighted average shares used in computing diluted net loss per share.

The following table sets forth the computation of basic and diluted net loss per share:

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands, except per share amounts)

The following table sets forth the computation of basic and diluted net income (loss) per share:

Three Months Ended June 30,

(In thousands, except per share amounts)

Net income (loss)

Denominators:

3 unchanged sentences

Weighted average shares—Dilutive

Net loss per common share—Basic

Net loss per common share—Diluted

Net income (loss) per common share—Basic

Net income (loss) per common share—Diluted

The following shares of common stock underlying outstanding stock options and unissued ESPP shares, determined on a weighted average basis, were excluded from the computation of diluted net loss per share as they had an anti-dilutive effect:

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

Three Months Ended June 30,

(In thousands)

1 unchanged sentence

NOTE 4—BALANCE SHEET DETAIL

December 31, 2024

June 30, 2025

March 31, 2025

3 unchanged sentences

Inventory at distributors

December 31, 2024

June 30, 2025

March 31, 2025

3 unchanged sentences

Allowances for credit losses

December 31, 2024

June 30, 2025

March 31, 2025

4 unchanged sentences

Other prepaid expenses and other current assets

December 31, 2024

June 30, 2025

March 31, 2025

5 unchanged sentences

Accumulated depreciation

Depreciation expense was $ 100,000 and $ 155,000 for the three months ended December 31, 2024 and 2023, respectively and $ 336,000 and $ 543,000 for the nine months ended December 31, 2024 and 2023, respectively.

The following tables summarize the components of intangible assets and related accumulated amortization balances at December 31, 2024 and March 31, 2024 (in thousands):

As of December 31, 2024

Depreciation expense was $ 90,000 and $ 134,000 for the three months ended June 30, 2025 and 2024, respectively.

The following tables summarize the components of intangible assets and related accumulated amortization balances at June 30, 2025 and March 31, 2025 (in thousands):

As of June 30, 2025

Intangible assets:

3 unchanged sentences

Product designs

Amortization of intangible assets included in cost of revenues was $ 59,000 and $ 58,000 for the three months ended December 31, 2024 and 2023, respectively and $ 175,000 for each of the nine months ended December 31, 2024 and 2023.

Amortization of intangible assets included in cost of revenues was $ 59,000 and $ 58,000 for the three months ended June 30, 2025 and 2024, respectively.

The Company reviews identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

1 unchanged sentence

Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value.

There were no impairment indicators noted as of December 31, 2024.

As of December 31, 2024, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands):

There were no impairment indicators noted as of June 30, 2025.

As of June 30, 2025, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands):

Fiscal year ending March 31,

2025 (remaining three months)

December 31, 2024

2026 (remaining nine months)

June 30, 2025

March 31, 2025

3 unchanged sentences

Accrued commissions

Production mask set

Miscellaneous accrued expenses

In August 2024, the Company implemented strategic cost-cutting measures expected to yield annual savings of approximately $ 3.5 million.

In August 2024, the Company implemented strategic cost-cutting measures.

These initiatives consisted of workforce reductions across all departments and enhanced operational efficiencies.

The cost reduction initiatives included an approximate 16 % reduction in the Company’s global workforce.

There were no severance related charges in the three months ended December 31, 2024.

The Company incurred $ 357,000 in severance related charges during the nine months ended December 31, 2024, including $ 204,000 recorded as cost of revenues, $ 128,000 recorded as research and development expense and $ 24,000 recorded as selling, general and administrative expense in the condensed consolidated statements of operations.

There were no severance related charges in the three months ended June 30, 2025 or 2024.

The Company does not expect to incur any additional severance related charges resulting from these measures.

There were no severance charges accrued as of December 31, 2024 as severance payments to all impacted employees have been completed as of December 31, 2024.

There was no accrued severance as of March 31, 2024 and there were no severance charges incurred during the fiscal year ended March 31, 2024.

There were no severance charges accrued as of June 30, 2025 and March 31, 2025 as severance payments to all impacted employees have been completed as of March 31, 2025.

NOTE 5—GOODWILL

Goodwill represents the difference between the purchase price and the estimated fair value of the identifiable assets acquired and liabilities assumed in a business combination.

The Company tests for goodwill impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired.

The Company tests for goodwill impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset is

more likely than not impaired.

The Company assesses goodwill for impairment on an annual basis on the last day of February in the fourth quarter of its fiscal year.

The Company has one reporting unit.

The Company had a goodwill balance of $ 8.0 million as of both December 31, 2024 and March 31, 2024.

The Company had a goodwill balance of $ 8.0 million as of both June 30, 2025 and March 31, 2025.

The goodwill resulted from the acquisition of MikaMonu Group Ltd.

4 unchanged sentences

Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance.

Management believes that within the next twelve months the Company could have a reduction in uncertain tax benefits of up to $ 767,000 , including interest and penalties, as a result of the lapse of statutes of limitations.

Management believes that within the next twelve months there will be no reduction in uncertain tax benefits as a result of the lapse of statutes of limitations.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the Condensed Consolidated Statements of Operations.

2 unchanged sentences

Fiscal years 2020 through 2024 are subject to audit by the Israeli tax authorities.

For the nine months ended December 31, 2024 and December 31, 2023, the Company incurred income tax expense of $ 124,000 and $ 155,000 on net losses before income taxes of ($ 8.3 million) and ($ 15.6 million), respectively.

For the three months ended June 30, 2025 and June 30, 2024, the Company incurred income tax expense of $ 54,000 and $ 57,000 on net income (losses) before income taxes of ($ 2.2 million) and $ 1.1 million, respectively.

The provision was calculated using the annualized effective tax rate method.

The Company’s estimated annual effective income tax rate, excluding discrete items, was approximately ( 1.66 %) and ( 1.44 %) for the nine months ended December 31, 2024 and 2023, respectively.

The annual effective tax rates for the nine months ended December 31, 2024 and 2023 vary from the United States statutory income tax rate primarily due to valuation allowances in the United States, whereby pre-tax losses do not result in the recognition of corresponding income tax benefits and foreign tax differential.

The Company’s estimated annual effective income tax rate, excluding discrete items, was approximately ( 2.58 %) and ( 2.89 %) for the three months ended June 30, 2025 and 2024, respectively.

The annual effective tax rates for the three months ended June 30, 2025 and 2024 vary from the United States statutory income tax rate primarily due to valuation allowances in the United States, whereby pre-tax losses do not result in the recognition of corresponding income tax benefits and foreign tax differential.

NOTE 7—FINANCIAL INSTRUMENTS

5 unchanged sentences

The fair value of available-for-sale securities included in the Level 1 category is based on quoted prices that are readily and regularly available in an active market.

As of December 31, 2024, the Level 1 category included money market funds of $ 5.8 million, which were included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date;

2 unchanged sentences

The fair value of available-for-sale securities included in the Level 2 category is based on the market values obtained from an independent pricing service that were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well-established independent pricing vendors and broker-dealers.

As of December 31, 2024 and March 31, 2024, there were no Level 2 category short-term investments.

Valuations based on inputs that are unobservable and involve management judgment and the reporting entity’s own assumptions about market participants and pricing.

As of March 31, 2024, the Company’s Level 3 financial instruments measured at fair value on the Condensed Consolidated Balance Sheets consisted of the contingent consideration liability related to the acquisition of MikaMonu.

The fair value of the contingent consideration liability was initially determined as of the acquisition date using unobservable inputs.

These inputs included the estimated amount and timing of future cash flows, the probability achievement of the forecast and a risk-adjusted discount rate of approximately 14.8 % used to adjust the probability-weighted cash flows to their present value.

Significant increases (decreases) to the estimated amount and timing of future revenues or the probability of achievement of the revenue forecast would result in a significantly higher (lower) fair value measurement.

Conversely, a significant increase (decrease) in the risk-adjusted discount rate would result in a significantly (lower) higher fair value measurement.

Generally, changes used in the assumptions for future revenues and probability of achievement of the revenue forecast would be accompanied by a directionally similar change in the fair value measurement and expense.

Conversely, changes in the risk-adjusted discount rate would be

accompanied by a directionally opposite change in the related fair value measurement and expense.

The continued appropriateness of the Monte Carlo valuation model selected or any decision to change the valuation model may also lead to changes in fair value measurement.

Subsequent to the acquisition date, at each reporting period, the contingent consideration liability is re-measured to fair value with changes recorded in selling, general and administrative expenses in the Consolidated Statements of Operations.

The contingent consideration liability is included in contingent consideration, non-current on the Condensed Consolidated Balance Sheets at December 31, 2024 and March 31, 2024 in the amount of $ 0 and $ 160,000 , respectively.

The fair value of financial assets and liabilities measured on a recurring basis is as follows (in thousands):

The fair value of financial assets measured on a recurring basis is as follows (in thousands):

Fair Value Measurements at Reporting Date Using

1 unchanged sentence

Identical Assets

and Liabilities

December 31, 2024

June 30, 2025

Money market funds

2 unchanged sentences

Identical Assets

and Liabilities

March 31, 2025

Money market funds

Contingent consideration

The following table sets forth the changes in fair value of contingent consideration for the nine months ended December 31, 2024 and 2023, respectively:

Nine Months Ended December 31,

There were no unrealized gains or unrealized losses for money market funds as of June 30, 2025 or March 31, 2025.

The following table sets forth the changes in fair value of contingent consideration for the three months ended June 30, 2025 and 2024, respectively:

Three Months Ended June 30,

(In thousands)

4 unchanged sentences

Short-term investments

The Company had money market funds of $ 5.8 million and $ 5.7 million at December 31, 2024 and March 31, 2024, respectively, included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

The Company had money market funds of $ 11.9 million and $ 4.8 million at June 30, 2025 and March 31, 2025, respectively, included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

The Company monitors its investments for impairment periodically and records appropriate reductions in carrying values when declines are determined to be other-than-temporary.

There were no available-for-sale investments at December 31, 2024 or March 31, 2024, respectively.

There were no available-for-sale investments at June 30, 2025 or March 31, 2025, respectively.

NOTE 8—LEASES

5 unchanged sentences

Pursuant to the Lease, the Company is responsible for base rent initially at a rate of approximately $ 90,768 per month and the monthly operational expenses, such as maintenance, insurance, property taxes and utilities.

The rental rate will increase three percent (3%) per year beginning on the first anniversary of the closing.

The rental rate increases three percent (3%) per year beginning on June 30, 2025.

The transaction was accounted for as a sale and leaseback and operating lease accounting classification.

The Company recorded a gain of $ 5.7 million which was recorded in the gain from sale of assets in the Condensed Consolidated Statements of Operations in the quarter ended June 30, 2024.

The Company recorded a gain of $ 5.7 million that was recorded in the gain from sale of assets in the Condensed Consolidated Statements of Operations in the quarter ended June 30, 2024.

Supplemental balance sheet information related to leases was as follows:

December 31, 2024

June 30, 2025

March 31, 2025

6 unchanged sentences

The following table provides the details of lease costs:

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

Three Months Ended June 30,

(In thousands)

2 unchanged sentences

The following table provides other information related to leases:

Nine Months Ended December 31,

Three Months Ended June 30,

(In thousands)

7 unchanged sentences

Operating leases

The following table provides the maturities of the Company’s operating lease liabilities as of December 31, 2024:

The following table provides the maturities of the Company’s operating lease liabilities as of June 30, 2025:

Operating Lease

(In thousands)

2025 (remaining three months)

2026 (remaining nine months)

Total undiscounted future cash flows

12 unchanged sentences

NOTE 10—STOCK-BASED COMPENSATION

As of December 31, 2024, 2,929,286 shares of common stock were available for grant under the Company’s Amended and Restated 2016 Equity Incentive Plan.

The following table summarizes the Company’s stock option activities for the nine months ended December 31, 2024:

As of June 30, 2025, 2,841,569 shares of common stock were available for grant under the Company’s Amended and Restated 2016 Equity Incentive Plan.

The following table summarizes the Company’s stock option activities for the three months ended June 30, 2025:

Number of Shares

3 unchanged sentences

Balance at March 31, 2025

( 1,708,088 )

Balance at December 31, 2024

Balance at June 30, 2025

Options vested and exercisable

1 unchanged sentence

Options unvested

The aggregate intrinsic value of options exercised during the nine month period ended December 31, 2024 was $ 50,567 .

The aggregate intrinsic value of options exercised during the three month period ended June 30, 2025 was $ 2,872 .

The following table summarizes stock-based compensation expense by line item in the Condensed Consolidated Statements of Operations, all relating to employee stock plans:

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

Three Months Ended June 30,

(In thousands)

3 unchanged sentences

NOTE 11—RELATED PARTY TRANSACTIONS

The Company incurred manufacturing services of approximately $ 55,000 and $ 500,000 during the three months ended December 31, 2024 and 2023, respectively and $ 77,000 and $ 500,000 during the nine months ended December 31, 2024 and 2023, respectively, from Wistron Neweb Corp (“WNC”) in connection with the manufacturing of single-APU PCIe boards, to be used in the Company’s in-place associative computing product.

The Company incurred manufacturing services of approximately $ 16,000 and $ 8,000 during the three months ended June 30, 2025 and 2024, respectively, from Wistron Neweb Corp (“WNC”) in connection with the manufacturing of single-APU PCIe boards, to be used in the Company’s in-place associative computing product.

Haydn Hsieh, a member of the Company’s board of directors, is the Chairman and Chief Strategy Officer of WNC.

The amount owed to WNC, $ 1,000 and $ 0 at December 31, 2024 and March 31, 2024, respectively, is included in accounts payable in the Condensed Consolidated Balance Sheets.

The amount owed to WNC, $ 16,000 and $ 8,000 at June 30, 2025 and March 31, 2025, respectively, is included in accounts payable in the Condensed Consolidated Balance Sheets.

NOTE 12—SEGMENT AND GEOGRAPHIC INFORMATION

1 unchanged sentence

the design, development and sale of integrated circuits.

The key measure of segment profit or loss utilized by the CODM to assess performance of and allocate resources to the Company’s operating segment is consolidated net income (loss).

Net income (loss) is used in monitoring budget versus actual results.

This measure is presented on the condensed consolidated statements of operations and comprehensive loss.

Significant segment expenses included in net income (loss) include cost of

revenue, research and development, selling, general and administrative expense, interest income, other income (expense), net, and income tax provision, which are presented on the condensed consolidated statements of operations and comprehensive loss.

The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.

The following is a summary of net revenues by geographic area based on the location to which product is shipped:

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

Three Months Ended June 30,

(In thousands)

9 unchanged sentences

Pursuant to an agreed-upon schedule, the Company will receive milestone payments which total an estimated $ 1.1 million upon successful completion of each milestone.

The prototype agreements with the Space Development Agency and AFRL are unrelated to the Company’s ordinary business activities.

In October 2024, the Company was selected by the U.S.

Army for a potential contract award of up to $ 250,000 under the DoD SBIR program to develop advanced, Army-specific edge computing AI solutions using its groundbreaking Gemini-II technology.

The prototype agreements are unrelated to the Company’s ordinary business activities.

The Company has discretion in managing the activities under the prototype agreements and retains all developed intellectual property.

The Company applies IAS 20, by analogy, and recognizes the award as a reduction of research and development expenses based on a cost incurred method.

During the three and nine months ended December 31, 2024, the Company recognized $ 0 and $ 318,000 , respectively, as a reduction to research and development expense in the Condensed Consolidated Statements of Operations compared to $ 175,000 and $ 435,000 in the three and nine months ended December 31, 2023, respectively.

During the three months ended June 30, 2025, the Company recognized $ 543,000 as a reduction to research and development expense in the Condensed Consolidated Statements of Operations compared to $ 281,000 in the three months ended June 30, 2024.

During the quarters ended June 30, 2025 and June 30, 2024, the Company received total milestone payments of $ 594,000 and $ 79,000 , respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements