What changed in this filing

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Item 1A. Risk Factors

2024-11-05 compared with 2024-08-02 · 22 added, 19 removed, 431 unchanged (9% of the section changed)

29 unchanged sentences

We may need additional funding and may be unable to raise capital when needed, which could force us to delay, reduce, or eliminate planned activities.

Our total revenue was approximately $25.1 million for the six months ended June 30, 2024, and $63.8 million for the year ended December 31, 2023.

As of June 30, 2024, we had cash and cash equivalents of approximately $36.8 million.

Our total revenue was approximately $37.2 million for the nine months ended September 30, 2024, and $63.8 million for the year ended December 31, 2023.

As of September 30, 2024, we had cash and cash equivalents of approximately $39.6 million.

Based on our current operating plan, we believe our existing cash and cash equivalents, coupled with our anticipated growth and sales levels, will be sufficient to meet our anticipated cash requirements for at least the next 12 months.

10 unchanged sentences

While our products offer unique benefits over other industry memory technologies, the rate of adoption of our products and our ability to capture market share from legacy technologies is uncertain.

Our revenue may also be adversely impacted by a number of other possible reasons, many of which are outside our control, including business conditions that adversely affect the semiconductor memory industry resulting in a decline in end market demand for our products, adverse impacts resulting from pandemics or endemics, increased competition, ongoing supply chain constraints, or our failure to capitalize on growth opportunities.

Our revenue may also be adversely impacted by a number of other possible reasons, many of which are outside our control, including business

conditions that adversely affect the semiconductor memory industry resulting in a decline in end market demand for our products, adverse impacts resulting from pandemics or endemics, increased competition, ongoing supply chain constraints, or our failure to capitalize on growth opportunities.

We also rely on achieving specific cost reduction targets that have uncertainty in their timing and magnitude.

27 unchanged sentences

We expect that our new and future MRAM products will be applicable to markets in which we are not currently operating.

The markets in which we operate and may operate in the future are extremely competitive and are characterized by rapid technological change, continuous evolving customer requirements and declining average selling prices.

The markets in which we operate and may operate in the future are extremely competitive and are

characterized by rapid technological change, continuous evolving customer requirements and declining average selling prices.

We may not be able to compete successfully against current or potential competitors, which include our current or potential customers as they seek to internally develop solutions competitive with ours or as we develop products potentially competitive with their existing products.

1 unchanged sentence

We compete with large semiconductor manufacturers and designers and others, and our current and potential competitors have longer operating histories, significantly greater resources and name recognition and a larger base of customers than we do.

This may allow them to respond more quickly than we can to new or emerging

technologies or changes in customer requirements.

This may allow them to respond more quickly than we can to new or emerging technologies or changes in customer requirements.

In addition, these competitors may have greater credibility with our existing and potential customers.

22 unchanged sentences

This could cause us to have to find another foundry to manufacture those wafers or redesign our core technology and would mean that we may not have products to sell until such time.

Any time spent engaging a new manufacturer or redesigning our core technology could be costly and time consuming and may allow potential competitors to take opportunities in the marketplace.

Any time spent engaging a new manufacturer or redesigning our core technology could be costly and time consuming and may allow

potential competitors to take opportunities in the marketplace.

Moreover, if we are unable to find another foundry to manufacture our products or if we have to redesign our core technology, this could cause material harm to our business and operating results.

If we need other foundries or packaging, assembly, and testing contractors, or if we are unable to obtain timely and adequate deliveries from our providers, we might not be able to cost-effectively and quickly retain other vendors to satisfy our requirements.

Because the lead time needed to establish a relationship with a new third-party supplier could

be several quarters, there is no readily available alternative source of supply for any specific component.

Because the lead time needed to establish a relationship with a new third-party supplier could be several quarters, there is no readily available alternative source of supply for any specific component.

In addition, the time and expense to qualify a new foundry could result in additional expense, diversion of resources or lost sales, any of which would negatively impact our financial results.

47 unchanged sentences

Our customers may need several months to years to test, evaluate, and adopt our product and additional time to begin volume production of the product that incorporates our solution.

Due to this generally lengthy design cycle, we may experience significant delays from the time we increase our operating expenses and make investments in our products to the time that we generate revenue from sales of these products.

Due to this generally lengthy design cycle, we may experience significant delays from the time we increase our operating

expenses and make investments in our products to the time that we generate revenue from sales of these products.

Moreover, even if a customer selects our solution, we cannot guarantee that this will result in any sales of our products, as the customer may ultimately change or cancel its product plans, or efforts by our customer to market and sell its product may not be successful.

5 unchanged sentences

We have derived and expect to continue to derive a significant portion of our revenues from a small group of customers during any particular period due in part to the concentration of market share in the semiconductor industry.

Our two largest end customers together accounted for 32% of our total revenue for the six months ended June 30, 2024, and each of these customers accounted for more than 10% of our revenue during that period.

Our two largest end customers together accounted for 22% of our total revenue for the year ended December 31, 2023, and one of those customers individually accounted for more than 10% of our total revenue during the period.

Our largest end customer accounted for 27% of our total revenue for the nine months ended September 30, 2024.

Our two largest end customers together accounted for 22% of our total revenue for the year ended December 31, 2023, and each of those customers individually accounted for more than 10% of our total revenue during the period.

The loss of a significant customer, a business combination among our customers, a reduction in orders or decrease in price from a significant customer or disruption in any of our commercial or distributor arrangements may result in a significant decline in our revenues and could have a material adverse effect on our business, liquidity, results of operations, financial condition, and cash flows.

74 unchanged sentences

The members of our management and our key employees are at-will.

If we lose the services of any key senior management member or employee, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely impact our business and prospects.

If we lose the services of any key senior management member or employee, we may

not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely impact our business and prospects.

The loss of the services of one or more of our key employees, especially our key engineers, or our inability to attract and retain qualified engineers, could harm our business, financial condition, and results of operations.

74 unchanged sentences

Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

Any loss of such information could harm our competitive position, result in a loss of customer confidence, result in breaches of applicable obligations (such as laws and contracts) and cause us to incur significant costs to remedy the damages caused by any such disruptions or security breaches.

costs to remedy the damages caused by any such disruptions or security breaches.

Additionally, any failure to properly manage the collection, handling, transfer, or disposal of personal data of employees and customers may result in regulatory penalties, bans on processing personal data or orders not to use or destroy data, enforcement actions, remediation obligations, litigation, fines, and other actions.

74 unchanged sentences

● our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

● the affirmative vote of holders of at least 66-2/3% of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required (a) to amend certain provisions of our certificate of incorporation, including provisions relating to the size of the board, special meetings, actions by written consent and cumulative voting and (b) to amend or repeal our amended and restated bylaws, although such bylaws may be amended by a simple majority vote of our board of directors;

or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company;

and cumulative voting and (b) to amend or repeal our amended and restated bylaws, although such bylaws may be amended by a simple majority vote of our board of directors;

● stockholders must provide advance notice and additional disclosures to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company;

● our board of directors may issue, without stockholder approval, shares of undesignated preferred stock;

23 unchanged sentences

If any of our manufacturing partners, customers, distributors or suppliers experience slowdowns in their business, serious financial difficulties or cease operations, our business will be adversely affected.

In addition, the adverse impact of general economic factors that are beyond our control, including, but not

limited to, housing markets, recession, inflation, deflation, consumer credit activity, consumer debt levels, exchange rate volatility, fuel and energy costs, interest rates, bank failures, tax rates and policy, unemployment trends, potential industry downturn, the impact of natural disasters such as pandemics, civil disturbances, terrorist activities and acts of war, including ongoing military conflict between Russia and Ukraine, may adversely impact consumer spending, which may adversely impact our customers’ spending and demand for our products.

In addition, the adverse impact of general economic factors that are beyond our control, including, but not limited to, housing markets, recession, inflation, deflation, consumer credit activity, consumer debt levels, exchange rate volatility, fuel and energy costs, interest rates, bank failures, tax rates and policy, unemployment trends, potential industry downturn, the impact of natural disasters such as pandemics, civil disturbances, terrorist activities and acts of war, including ongoing military conflict between Russia and Ukraine, may adversely impact consumer spending, which may adversely impact our customers’ spending and demand for our products.

As an example, in the United States, capital markets have experienced and continue to experience volatility and disruption.

21 unchanged sentences

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 1A. Risk Factors