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● Unpredictable fluctuations in our operating results could cause our stock price to decline.
−Removed: ● Our largest OEM customer accounts for a significant percentage of our net revenues.
−Removed: If this customer, or any of our other major customers, reduces the amount they purchase, stops purchasing our products or fails to pay us, our financial position and operating results will suffer.
−Removed: ● We cannot assure you that our ongoing evaluation of strategic alternatives will result in any particular outcome, and the perceived uncertainties related to the Company could adversely affect our business and our shareholders.
−Removed: ● We depend upon the sale of our Very Fast SRAMs for most of our revenues while we transform the focus of our business to the sale of in-place associative computing products and services, and a downturn in demand for Very Fast SRAM products or we are unable to achieve our revenue goals for our new in-place associative computing products and services, may cause us to experience cash shortfalls that would harm our business and our future prospects.
+Added: ● KYEC, Nokia and Cadence Design Systems account for a significant percentage of our net revenues.
+Added: If these customers, or any of our other major customers, reduces the amount they purchase, stops purchasing our products or fails to pay us, our financial position and operating results will suffer.
+Added: ● We cannot assure you that our ongoing evaluation of strategic alternatives will result in any particular outcome, and the perceived uncertainties related to GSI Technology could adversely affect our business and our shareholders.
+Added: ● We depend upon the sale of our Very Fast SRAMs for most of our revenues while we transform the focus of our business to the sale of in-place associative computing products and services, and a downturn in demand for Very Fast SRAM products or our inability to achieve our revenue goals for our new in-place associative computing products and services may cause us to experience cash shortfalls that would harm our business and our future prospects.
● Our future success is substantially dependent on the successful introduction of new in-place associative computing products which entails significant risks.
−Removed: ● Higher interest rates, worldwide inflationary pressures, increasing geopolitical tensions, the evolving conflict in the Middle East, the military conflict in Ukraine, and the decline in the global economic environment may adversely affect our revenues, results of operations and financial condition.
+Added: ● Higher interest rates, worldwide inflationary pressures, increased or new tariffs, trade disputes and restrictions, increasing geopolitical tensions, the evolving conflict in Israel, the military conflict in Ukraine, and the decline in the global economic environment may adversely affect our revenues, results of operations and financial condition.
● We have incurred significant losses and may incur losses in the future.
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● We rely heavily on distributors and our business will be negatively impacted if we are unable to develop and manage distribution channels and accurately forecast future sales through our distributors.
−Removed: ● The average selling prices of our products are expected to decline.
● We are substantially dependent on the continued services of our senior management and other key personnel.
If we are unable to recruit or retain qualified personnel, our business could be harmed.
−Removed: ● Cyber-attacks and systems integration issues could disrupt our operations or the operations of our partners and result in reduced revenue, increased costs, liability claims, reputational harm.
+Added: ● Systems issues, data protection and cyber-attacks could disrupt our internal operations or the operations of our business partners, and any such disruption could harm our business.
● Demand for our products may decrease if our OEM customers experience difficulty manufacturing, marketing or selling their products.
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Risks Related to Our International Business and Operations
−Removed: ● The international political, social and economic environment, including the risks for escalating military conflicts, particularly relating to Israel and Taiwan, may affect our business performance.
−Removed: ● United States export controls could impair our ability to compete in international markets or subject us to liability if we violate the controls.
+Added: ● The international political, social and economic environment, including the imposition of tariffs and resulting consequences and the risks for escalating military conflicts, particularly relating to Israel and Taiwan, may affect our business performance.
+Added: ● Governmental export and import controls could impair our ability to compete in international markets or subject us to liability if we violate the controls.
+Added: ● Global trade policy changes, including the imposition of tariffs and the resulting consequences, may adversely impact our business, results of operations and financial condition.
● Certain of our independent suppliers and OEM customers have operations in the Pacific Rim, an area subject to significant risk of natural disasters and outbreak of contagious diseases.
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Our quarterly and annual revenues, expenses and operating results have varied significantly and are likely to vary in the future.
−Removed: For example, in the eleven fiscal quarters ended December 31, 2024, we recorded net revenues of as much as $9.0 million and as little as $4.6 million, and in ten of those quarters, operating losses from $3.2 million to $6.7 million.
+Added: For example, in the nine fiscal quarters ended June 30, 2025, we recorded net revenues of as much as $6.3 million and as little as $4.6 million, and in eight of those quarters, operating losses from $2.2 million to $6.7 million.
We therefore believe that period-to-period comparisons of our operating results are not a good indication of our future performance, and you should not rely on them to predict our future performance or the future performance of our stock price.
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If our operating results in future quarters fall below the expectations of market analysts and investors, the price of our common stock could fall.
−Removed: Higher interest rates, worldwide inflationary pressures, increasing geopolitical tensions, the evolving conflict in Israel, the military conflict in Ukraine, and the decline in the global economic environment have caused increased stock market volatility and uncertainty in customer demand and the worldwide economy in general, and we may continue to experience decreased sales and revenues in the future.
+Added: Higher interest rates, worldwide inflationary pressures, increased or new tariffs, trade disputes and restrictions, increasing geopolitical tensions, the evolving conflict in Israel, the military conflict in Ukraine, and the decline in the global economic environment have caused increased stock market volatility and uncertainty in customer demand and the worldwide economy in general, and we may continue to experience decreased sales and revenues in the future.
We expect such impact will in particular affect our SRAM sales and has also impacted the launch of our APU product to some degree and the adoption of RadHard and RadTolerant SRAM products by aerospace and military customers.
However, the magnitude of such impact on our business and its duration is highly uncertain.
−Removed: KYEC and Nokia account for a significant percentage of our net revenues.
+Added: KYEC, Nokia and Cadence Design Systems account for a significant percentage of our net revenues.
If these customers, or any of our other major customers, reduces the amount they purchase or stop purchasing our products, our operating results will suffer.
+Added: KYEC purchases products through contract manufacturers and distributors.
+Added: Based on information provided to us by KYEC’s contract manufacturers and distributors, purchases by KYEC represented approximately 23%, 3% and 2% of our net revenues in fiscal 2025, 2024 and 2023, respectively.
Nokia purchases our products directly from us and through contract manufacturers and distributors.
−Removed: Purchases by Nokia represented approximately 14%, 21%, 17% and 29% of our net revenues in the nine months ended December 31, 2024 and in fiscal 2024, 2023 and 2022, respectively.
−Removed: In fiscal 2025, KYEC is expected to be our largest end user customer.
−Removed: Purchases by KYEC represented approximately 20%, 3%, 2% and 1% of our net revenues in the nine months ended December 31, 2024 and in fiscal 2024, 2023 and 2022, respectively.
−Removed: We expect that our operating results in any given period will continue to depend significantly on orders from our key OEM customers, particularly KYEC and Nokia, and our future success is dependent to a large degree on the business success of these customers over which we have no control.
−Removed: We do not have long-term contracts with KYEC and Nokia or any of our other major OEM customers, distributors or contract manufacturers that obligate them to purchase our products.
−Removed: We expect that future direct and indirect sales to KYEC and Nokia and our other key OEM customers will continue to fluctuate significantly on a quarterly basis and that such fluctuations may substantially affect our operating results in future periods.
+Added: Based on information provided to us by Nokia’s contract manufacturers and distributors, purchases by Nokia represented approximately 12%, 21% and 17% of our net revenues in fiscal 2025, 2024 and 2023, respectively.
+Added: Cadence Design Systems purchases products through contract manufacturers and distributors.
+Added: Based on information provided to us by Cadence Design Systems contract manufacturers and distributors, purchases by Cadence Design Systems represented approximately 8%, 8% and 2% of our net revenues in fiscal 2025, 2024 and 2023, respectively.
+Added: We expect that our operating results in any given period will continue to depend significantly on orders from our key OEM customers, particularly KYEC, Nokia and Cadence Design Systems, and our future success is dependent to a large degree on the business success of these customers over which we have no control.
+Added: We do not have long-term contracts with KYEC, Nokia and Cadence Design Systems or any of our other major OEM customers, distributors or contract manufacturers that obligate them to purchase our products.
+Added: We expect that future direct and indirect sales to KYEC, Nokia and Cadence Design Systems and our other key OEM customers will continue to fluctuate significantly on a quarterly basis and that such fluctuations may substantially affect our operating results in future periods.
If we fail to continue to sell to our key OEM customers, distributors or contract manufacturers in sufficient quantities, our business could be harmed.
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Any potential transaction may be dependent on a number of factors that may be beyond our control, for example, market conditions, industry trends or acceptable terms.
−Removed: The process of reviewing potential strategic alternatives may be time consuming, distracting and disruptive to our business operations.
−Removed: In addition, given that the exploration of strategic alternatives may eventually result in a potential sale,
−Removed: merger or other strategic transaction, any perceived uncertainty regarding our future operations or employment needs may limit our ability to retain or hire qualified personnel and may contribute to unplanned loss of highly skilled employees through attrition, and result in the loss of customers, suppliers and other key business partners.
+Added: The process of
+Added: reviewing potential strategic alternatives may be time consuming, distracting and disruptive to our business operations.
+Added: In addition, given that the exploration of strategic alternatives may eventually result in a potential sale, merger or other strategic transaction, any perceived uncertainty regarding our future operations or employment needs may limit our ability to retain or hire qualified personnel and may contribute to unplanned loss of highly skilled employees through attrition, and result in the loss of customers, suppliers and other key business partners.
We may ultimately determine that no transaction is in the best interest of our stockholders.
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Our future success is substantially dependent on the successful introduction of new in-place associative computing products which entails significant risks.
−Removed: Since 2015, our principal strategic objective has been the development of our first in-place associative computing products.
+Added: Since 2015, our principal strategic objective has been the development of our in-place associative computing products.
We have devoted, and will continue to devote, substantial efforts and resources to the development of our new family of in-place associative computing products.
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Additionally, if we are unable to meet the expectations of market analysts and investors with respect to this major product introduction effort, then the price of our common stock could fall.
−Removed: Higher interest rates, worldwide inflationary pressures, increasing geopolitical tensions, the evolving conflict in the Middle East, the military conflict in Ukraine, and the resulting decline in the global economic environment are expected to adversely affect our revenues, results of operations and financial condition.
−Removed: Our business is expected to be materially adversely affected by higher interest rates, worldwide inflationary pressures, increasing geopolitical tensions, the evolving conflict in the Middle East and the military conflict in Ukraine, all of which are contributing to a decline in the global economic environment.
−Removed: Our quarterly revenues have been flat and other than the quarter ended December 31, 2024, have trended downward in the past year due to the decline in the global economic environment that has resulted in less demand for our products.
−Removed: We expect that a continued rise in interest rates, continued inflationary pressures, increasing geopolitical tensions, the evolving conflict in the Middle East , continued uncertainties in the business climate caused by the military conflict in Ukraine and related fluctuations in energy prices will adversely impact demand for new and existing products, and to impact the mindset of potential commercial partners to launch new products using GSI’s technology.
+Added: Higher interest rates, increased or new tariffs, trade disputes and restrictions, worldwide inflationary pressures, increasing geopolitical tensions, the evolving conflict in Israel, the military conflict in Ukraine, and the resulting decline in the global economic environment are expected to adversely affect our revenues, results of operations and financial condition.
+Added: Our business is expected to be materially adversely affected by higher interest rates, increased or new tariffs, trade disputes and restrictions, worldwide inflationary pressures, increasing geopolitical tensions, the
+Added: evolving conflict in Israel and the military conflict in Ukraine, all of which are contributing to a decline in the global economic environment.
+Added: Our quarterly revenues have been flat and other than the quarters ended December 31, 2024, March 31, 2025 and June 30, 2025, have trended downward due to the decline in the global economic environment that has resulted in less demand for our products.
+Added: We expect that a continued rise in interest rates, increased or new tariffs trade disputes and restrictions, continued inflationary pressures, increasing geopolitical tensions, the evolving conflict in Israel , continued uncertainties in the business climate caused by the military conflict in Ukraine will adversely impact demand for new and existing products, and to impact the mindset of potential commercial partners to launch new products using our technology.
The resulting decline in the global economic environment is expected to have an adverse impact on our business and financial condition.
−Removed: Disruptions in the capital and financial markets as a result of higher interest rates, worldwide inflationary pressures, increasing geopolitical tensions, the evolving conflict in the Middle East, the military conflict in Ukraine, and the decline in the global economic environment may also adversely affect our ability to obtain additional liquidity should the impacts of a decline in the global economic environment continue for a prolonged period.
+Added: Disruptions in the capital and financial markets as a result of higher interest rates, increased or new tariffs, trade disputes and restrictions, worldwide inflationary pressures, increasing geopolitical tensions, the evolving conflict in Israel, the military conflict in Ukraine, and the decline in the global economic environment may also adversely affect our ability to obtain additional liquidity should the impacts of a decline in the global economic environment continue for a prolonged period.
We have incurred significant losses and may incur losses in the future.
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in fiscal 2016.
−Removed: We test for goodwill impairment on an annual basis, or more frequently if events or
−Removed: changes in circumstances indicate that the asset is more likely than not impaired.
+Added: We test 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.
If the carrying value of a material asset is determined to be impaired, it will be written down to fair value by a charge to operating earnings.
−Removed: As of March 31, 2024 and December 31, 2024, we had a goodwill balance of $8.0 million and intangible assets of $1.6 million and $1.4 million at March 31, 2024 and December 31, 2024, respectively, from the MikaMonu acquisition.
+Added: As of March 31, 2025 and June 30, 2025, we had a goodwill balance of $8.0 million and intangible assets of $1.3 million, respectively, from the MikaMonu acquisition.
An adverse change in market conditions, including a sustained decline in our stock price, loss of significant customers, or a weakened demand for our products could be considered to be an impairment triggering event.
If such change has the effect of changing one of our critical assumptions or estimates, a change to the estimation of fair value could result in an impairment charge to our goodwill or intangible assets, which would negatively impact our operating results and harm our business.
−Removed: There were no impairment indicators at March 31, 2024 or December 31, 2024.
+Added: There were no impairment indicators at March 31, 2025 or June 30, 2025.
We are dependent on a number of single source suppliers, and if we fail to obtain adequate supplies, our business will be harmed and our prospects for growth will be curtailed.
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We are vulnerable to advances in technology by competitors, including new SRAM architectures, new forms of DRAM and the emergence of new memory technologies that could enable the development of products that feature higher performance or lower cost.
−Removed: In addition, the trend toward incorporating SRAM into other chips in the networking and telecommunications markets has the potential to reduce future demand for Very Fast SRAM products.
+Added: In addition, the trend toward incorporating SRAM into other chips in the networking and telecommunications markets
+Added: has the potential to reduce future demand for Very Fast SRAM products.
We may experience development, marketing and other technological difficulties that may delay or limit our ability to respond to technological changes, evolving industry standards, competitive developments or end-user requirements.
−Removed: For example, because we
−Removed: have limited experience developing integrated circuits, or IC, products other than Very Fast SRAMs, our efforts to introduce new products may not be successful and our business may suffer.
+Added: For example, because we have limited experience developing integrated circuits, or IC, products other than Very Fast SRAMs, our efforts to introduce new products may not be successful and our business may suffer.
Other challenges that we face include:
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A significant percentage of our sales are made to distributors and to contract manufacturers who incorporate our products into end products for OEMs.
−Removed: For example, in the nine months ended December 31, 2024 and in fiscal 2024, 2023 and 2022, our largest distributor Avnet Logistics accounted for 48.6%, 50.6%, 48.1% and 38.0%, respectively, of our net revenues.
+Added: For example, in the three months ended June 30, 2025 and in fiscal 2025, 2024 and 2023, our largest distributor Avnet Logistics accounted for 71.5%, 49.6%, 50.6% and 48.1%, respectively, of our net revenues.
Avnet Logistics and our other existing distributors may choose to devote greater resources to marketing and supporting the products of other companies.
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These conflicts may harm our business or reputation.
−Removed: The average selling prices of our products are expected to decline, and if we are unable to offset these declines, our operating results will suffer.
−Removed: Historically, the average unit selling prices of our products have declined substantially over the lives of the products, and we expect this trend to continue.
+Added: The average selling prices of our products could decline, and if we are unable to offset these declines, our operating results will suffer.
+Added: Historically, the average unit selling prices of our products have declined substantially over the lives of the products.
A reduction in overall average selling prices of our products could result in reduced revenues and lower gross margins.
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Avidan Akerib, our Vice President of Associative Computing, any other executive officer or other key employee could significantly delay or prevent the achievement of our development and strategic objectives.
−Removed: We do not have employment contracts with, nor maintain key person insurance on, any of our executive officers or other key employees.
+Added: We do not have
+Added: employment contracts with, nor maintain key person insurance on, any of our executive officers or other key employees.
System security risks, data protection, cyber-attacks and systems integration issues could disrupt our internal operations or the operations of our business partners, and any such disruption could harm our reputation or cause a reduction in our expected revenue, increase our expenses, negatively impact our results of operation or otherwise adversely affect our stock price.
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A small number of customers generally account for a significant portion of our accounts receivable in any period, and if any one of them fails to pay us, our financial position and operating results will suffer.
−Removed: At December 31, 2024, two customers accounted for 53% and 35% of our accounts receivable, respectively.
+Added: At June 30, 2025, four customers accounted for 31%, 19%, 17% and 12% of our accounts receivable, respectively.
If any of these customers do not pay us, our financial position and operating results will be harmed.
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Demand for our products may decrease if our OEM customers experience difficulty manufacturing, marketing or selling their products.
−Removed: Our products are used as components in our OEM customers’ products, including routers, switches and other networking and telecommunications products.
+Added: Our products are used as components in our OEM customers’ products, including test and measurement equipment, routers, switches and other networking and telecommunications products.
Accordingly, demand for our products is subject to factors affecting the ability of our OEM customers to successfully introduce and market their products, including:
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Risks Related to Our International Business and Operations
−Removed: The software development for our associative computing products occurs in Israel, and therefore our business performance and operations may be adversely affected by military conflict in Israel.
−Removed: Our software development and certain regional sales activities for our APU product offerings occur in Israel.
−Removed: Our Vice President, Associative Computing, along with a team of software development experts are based in our Israel facility.
−Removed: This team is needed for the development of software required in the use of our APU product
−Removed: Proof of concept customers for our SAR imagine processing acceleration system are also based in Israel.
−Removed: 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.
−Removed: 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.
−Removed: Changes in Taiwan’s political, social and economic environment may affect our business performance.
−Removed: Because much of the manufacturing and testing of our products is conducted in Taiwan, our business performance may be affected by changes in Taiwan’s political, social and economic environment.
−Removed: For example, political instability or restrictions on transportation logistics for our products resulting from changes in the relationship among the United States, Taiwan and the People’s Republic of China could negatively impact our business.
−Removed: Any significant armed conflict related to this matter would be expected to materially and adversely damage our business.
−Removed: Moreover, the role of the Taiwanese government in the Taiwanese economy is significant.
−Removed: Taiwanese policies toward economic liberalization, and laws and policies affecting technology companies, foreign investment, currency exchange rates, taxes and other matters could change, resulting in greater restrictions on our ability and our suppliers’ ability to do business and operate facilities in Taiwan.
−Removed: If any of these changes were to occur, our business could be harmed, and our stock price could decline.
We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.
Our offerings are subject to export controls and economic sanctions laws and regulations that prohibit the delivery of certain solutions and services without the required export authorizations or export to locations, governments, and persons targeted by applicable sanctions.
−Removed: While we have processes to prevent our offerings from being exported in violation of these laws, including obtaining authorizations as appropriate and screening against U.S.
+Added: While we have processes to prevent our offerings from
+Added: being exported in violation of these laws, including obtaining authorizations as appropriate and screening against U.S.
government and international lists of restricted and prohibited persons, we cannot guarantee that these processes will prevent all violations of export control and sanctions laws.
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Violations of applicable sanctions or export control laws can result in fines or penalties.
−Removed: Changes in trade policy in the United States and other countries, including the imposition of tariffs and the resulting consequences, may adversely impact our business, results of operations and financial condition.
−Removed: International trade disputes, geopolitical tensions, and military conflicts have led, and continue to lead, to new and increasing export restrictions, trade barriers, tariffs, and other trade measures that can increase our manufacturing and transportation costs, limit our ability to sell to certain customers or markets, impede or slow the movement of our goods across borders, or otherwise restrict our ability to conduct operations.
+Added: Changes in trade policy in the United States and other countries, including the imposition of new or additional tariffs and the resulting consequences, may adversely impact our business, results of operations and financial condition.
+Added: International trade disputes, geopolitical tensions, and military conflicts have led, and continue to lead, to new and increasing export restrictions, trade barriers, new or additional tariffs, and other trade measures that can increase our manufacturing and transportation costs, limit our ability to sell to certain customers or markets, impede or slow the movement of our goods across borders, or otherwise restrict our ability to conduct operations.
Increasing protectionism, economic nationalism, and national security concerns may also lead to further changes in trade policy.
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If any of these actions were to occur, they could result in the loss of customers and harm to our revenue, market share, competitive position and operating performance.
+Added: Changes in Taiwan’s political, social and economic environment may affect our business performance.
+Added: Because much of the manufacturing and testing of our products is conducted in Taiwan, our business performance may be affected by changes in Taiwan’s political, social and economic environment.
+Added: For example, political instability or restrictions on transportation logistics for our products resulting from changes in the relationship among the United States, Taiwan and the People’s Republic of China could negatively impact our business.
+Added: Any significant armed conflict related to this matter would be expected to materially and adversely damage our business.
+Added: Moreover, the role of the Taiwanese government in the Taiwanese economy is significant.
+Added: Taiwanese policies toward economic liberalization, and laws and policies affecting technology companies, foreign investment, currency exchange rates, taxes and other matters could change, resulting in greater restrictions on our ability and our suppliers’ ability to do business and operate facilities in Taiwan.
+Added: If any of these changes were to occur, our business could be harmed, and our stock price could decline.
+Added: The software development for our associative computing products occurs in Israel, and therefore our business performance and operations may be adversely affected by military conflict in Israel.
+Added: Our software development and certain regional sales activities for our APU product offerings occur in Israel.
+Added: Our Vice President, Associative Computing, along with a team of software development experts are based in our Israel facility.
+Added: This team is needed for the development of software required in the use of our APU product offering.
+Added: Proof of concept customers for our SAR imagine processing acceleration system are also based in Israel.
+Added: We are closely monitoring the evolving military conflict in Israel, including potential impacts to our business, customers, employees and operations in Israel.
+Added: 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.
Our international business exposes us to additional risks.
−Removed: Products shipped to destinations outside of the United States accounted for 59.6%, 47.3%, 51.4% and 53.5% of our net revenues in the nine months ended December 31, 2024 and in fiscal 2024, 2023 and 2022, respectively.
−Removed: Moreover, a substantial portion of our products is manufactured and tested in Taiwan, and the software development for our associative computing products occurs in Israel where there is an growing military conflict.
+Added: Products shipped to destinations outside of the United States accounted for 28.8%, 60.3%, 47.3% and 51.4% of our net revenues in the three months ended June 30, 2025 and in fiscal 2025, 2024 and 2023, respectively.
+Added: Moreover, a substantial portion of our products is manufactured and tested in Taiwan, and the software development for our associative computing products occurs in Israel where there is an evolving military conflict.
We intend to continue expanding our international business in the future.
Conducting business outside of the United States subjects us to additional risks and challenges, including:
−Removed: ● potential political and economic instability in, or armed conflicts that involve or affect, the countries in which we, our customers and our suppliers are located;
● uncertainties regarding taxes, tariffs, quotas, export controls and license requirements, trade wars, policies that favor domestic companies over nondomestic companies, including government efforts to provide for the development and growth of local competitors, and other trade barriers;
+Added: ● potential political and economic instability in, or armed conflicts that involve or affect, the countries in which we, our customers and our suppliers are located;
● heightened price sensitivity from customers in emerging markets;
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We do not currently engage in currency hedging activities to reduce the risk of financial exposure from fluctuations in foreign exchange rates.
−Removed: TSMC, as well as our other independent suppliers and many of our OEM customers, have operations in the Pacific Rim, an area subject to significant risk of earthquakes, typhoons and other natural disasters and adverse consequences related to the outbreak of contagious diseases.
−Removed: The foundry that manufactures our Fast SRAM and APU products, TSMC, and all of the principal independent suppliers that assemble and test our products are located in Taiwan.
−Removed: Many of our customers are also located in the Pacific Rim.
−Removed: The risk of an earthquake in these Pacific Rim locations is significant.
−Removed: The occurrence of an earthquake, typhoon or other natural disaster near the fabrication facilities of TSMC or our other independent suppliers could result in damage, power outages and other disruptions that impair their production and assembly capacity.
−Removed: Any disruption resulting from such events could cause significant delays in the production or shipment of our products until we are able to shift our manufacturing, assembling, packaging or production testing from the affected contractor to another third-party vendor.
−Removed: In such an event, we may not be able to obtain alternate foundry capacity on favorable terms, or at all.
−Removed: The recent COVID-19 global pandemic, along with the previous outbreaks of SARS, H1N1 and the Avian Flu, curtailed travel between and within countries, including in the Asia-Pacific region.
−Removed: Outbreaks of new contagious diseases or the resurgence of existing diseases that significantly affect the Asia-Pacific region could disrupt the operations of our key suppliers and manufacturing partners.
−Removed: In addition, our business could be harmed if such an outbreak resulted in travel being restricted, the implementation of stay-at-home or shelter-in-place orders or
−Removed: if it adversely affected the operations of our OEM customers or the demand for our products or our OEM customers’ products.
−Removed: We do not maintain sufficient business interruption and other insurance policies to compensate us for all losses that may occur.
−Removed: Any losses or damages incurred by us as a result of a catastrophic event or any other significant uninsured loss in excess of our insurance policy limits could have a material adverse effect on our business.
The United States could materially modify certain international trade agreements, or change tax provisions related to the global manufacturing and sales of our products.
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For example, if governmental appropriations for military purchases of electronic devices that include our products are reduced, our revenues will likely decline.
+Added: TSMC, as well as our other independent suppliers and many of our OEM customers, have operations in the Pacific Rim, an area subject to significant risk of earthquakes, typhoons and other natural disasters and adverse consequences related to the outbreak of contagious diseases.
+Added: The foundry that manufactures our Fast SRAM and APU products, TSMC, and all of the principal independent suppliers that assemble and test our products are located in Taiwan.
+Added: Many of our customers are also located in the Pacific Rim.
+Added: The risk of an earthquake in these Pacific Rim locations is significant.
+Added: The occurrence of an earthquake, typhoon or other natural disaster near the fabrication facilities of TSMC or our other independent suppliers could result in damage, power outages and other disruptions that impair their production and assembly capacity.
+Added: Any disruption resulting from such events could cause significant delays in the production or shipment of our products until we are able to shift our manufacturing, assembling, packaging or production testing from the affected contractor to another third-party vendor.
+Added: In such an event, we may not be able to obtain alternate foundry capacity on favorable terms, or at all.
+Added: The recent COVID-19 global pandemic, along with the previous outbreaks of SARS, H1N1 and the Avian Flu, curtailed travel between and within countries, including in the Asia-Pacific region.
+Added: Outbreaks of new contagious diseases or the resurgence of existing diseases that significantly affect the Asia-Pacific region could disrupt the operations of our key suppliers and manufacturing partners.
+Added: In addition, our business could be harmed if such an outbreak resulted in travel being restricted, the implementation of stay-at-home or shelter-in-place orders or if it adversely affected the operations of our OEM customers or the demand for our products or our OEM customers’ products.
+Added: We do not maintain sufficient business interruption and other insurance policies to compensate us for all losses that may occur.
+Added: Any losses or damages incurred by us as a result of a catastrophic event or any other significant uninsured loss in excess of our insurance policy limits could have a material adverse effect on our business.
Risks Relating to Our Common Stock and the Securities Market
2 unchanged sentences
● the establishment of a market for our new associative computing products;
+Added: ● announcements by us or our competitors of financial results, new products, significant technological innovations, contracts, acquisitions, strategic relationships, joint ventures, capital commitments or other events;
● actual or anticipated declines in operating results;
−Removed: ● changes in financial estimates or recommendations by securities analysts;
● the institution of legal proceedings against us or significant developments in such proceedings;
−Removed: ● announcements by us or our competitors of financial results, new products, significant technological innovations, contracts, acquisitions, strategic relationships, joint ventures, capital commitments or other events;
● changes in industry estimates of demand for Very Fast SRAM, RadHard and RadTolerant products;
1 unchanged sentence
● recruitment or departure of key personnel;
+Added: ● changes in financial estimates or recommendations by securities analysts;
● market conditions in our industry, the industries of our customers and the economy as a whole.
−Removed: In recent years, the stock market in general, and the market for technology stocks in particular, have experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected companies.
+Added: In recent years, the stock market in general, and the market for technology stocks in particular, have experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected
The market price of our common stock might experience significant fluctuations in the future, including fluctuations unrelated to our performance.
11 unchanged sentences
Our executive officers, directors and entities affiliated with them hold a substantial percentage of our common stock.
−Removed: As of January 31, 2025 , our executive officers, directors and entities affiliated with them beneficially owned approximately 27% of our outstanding common stock.
+Added: As of July 31, 2025 , our executive officers, directors and entities affiliated with them beneficially owned approximately 25% of our outstanding common stock.
As a result, these stockholders will be able to exercise substantial influence over, and may be able to effectively control, matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, which could have the effect of delaying or preventing a third party from acquiring control over or merging with us.
13 unchanged sentences
These provisions might also prevent changes in our management.
−Removed: Use of a portion of our cash reserves to repurchase shares of our common stock presents potential risks and disadvantages to us and our continuing stockholders.
−Removed: Since November 2008, we have repurchased and retired an aggregate of 12,004,779 shares of our common stock at a total cost of $60.7 million, including 3,846,153 shares repurchased at a total cost of $25.0 million pursuant to a modified “Dutch auction” self-tender offer that we completed in August 2014 and additional shares repurchased in the open market pursuant to our stock repurchase program.
−Removed: At December 31, 2024, we had outstanding authorization from our Board of Directors to purchase up to an additional $4.3 million of our common stock from time to time under our repurchase program.
−Removed: Although our Board has determined that these repurchases are in the best interests of our stockholders, they expose us to certain risks including:
−Removed: ● the risks resulting from a reduction in the size of our “public float,” which is the number of shares of our common stock that are owned by non-affiliated stockholders and available for trading in the securities markets, which may reduce the volume of trading in our shares and result in reduced liquidity and, potentially, lower trading prices;
−Removed: ● the risk that our stock price could decline and that we would be able to repurchase shares of our common stock in the future at a lower price per share than the prices we have paid in our tender offer and repurchase program;
−Removed: ● the risk that the use of a portion of our cash reserves for this purpose has reduced, or may reduce, the amount of cash that would otherwise be available to pursue potential cash acquisitions or other strategic business opportunities.
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.