What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-11-05 · 125 added, 152 removed, 319 unchanged (46% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

September 30,

2026 December 31,

14 unchanged sentences

Accrued liabilities 4,531 3,651

Deferred revenue 965 78

Lease liabilities, current portion 1,399 1,381

10 unchanged sentences

5,000,000 shares authorized;

no shares issued and outstanding as of September 30, 2025 and December 31, 2024

no shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.0001 par value per share;

100,000,000 shares authorized;

22,756,779 and 22,059,697 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

23,320,978 and 22,977,797 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 207,996 206,370

4 unchanged sentences

EVERSPIN TECHNOLOGIES, INC.

Condensed Statements of Operations and Comprehensive Income (Loss)

Condensed Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Product sales $ 14,100 $ 11,026

Licensing, royalty, patent, and other revenue 1,370 1,650 5,592 5,969

Licensing, royalty, patent, engineering services and other revenue 772 2,112

Total revenue 14,872 13,138

Cost of product sales 6,955 6,029

Cost of licensing, royalty, patent, and other revenue 226 390 849 842

Cost of licensing, royalty, patent, engineering services and other revenue 74 356

Total cost of sales 7,029 6,385

8 unchanged sentences

Other income, net 2,106 388

Net income (loss) before income taxes 51 2,281 ( 1,781 ) ( 347 )

Income tax benefit (expense) 3 ( 10 ) ( 1 ) ( 86 )

Net income (loss) and comprehensive income (loss) $ 54 $ 2,271 $ ( 1,782 ) $ ( 433 )

Net income (loss) per common share:

Net loss before income taxes ( 293 ) ( 1,136 )

Income tax expense ( 3 ) ( 30 )

Net loss and comprehensive loss $ ( 296 ) $ ( 1,166 )

Net loss per common share:

Basic $ ( 0.01 ) $ ( 0.05 )

7 unchanged sentences

(In thousands, except share and per share amounts)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Common Stock Additional

7 unchanged sentences

Stock-based compensation expense — — 1,300 — 1,300

— — — ( 2 ) ( 2 )

Net loss — — — ( 296 ) ( 296 )

Balance at March 31, 2026 23,320,978 $ 2 $ 207,996 $ ( 137,753 ) $ 70,245

Exercise of stock options 12,733 — 39 — 39

Issuance of common stock under stock incentive plans 205,713 — 254 — 254

Stock-based compensation expense — — 1,419 — 1,419

Net loss — — — ( 670 ) ( 670 )

Balance at June 30, 2025 22,570,591 $ 2 $ 202,778 $ ( 138,705 ) $ 64,075

Exercise of stock options 59,470 — 285 — 285

Issuance of common stock under stock incentive plans 126,718 — — — —

Stock-based compensation expense — — 1,407 — 1,407

Net income — — — 54 54

Balance at September 30, 2025 22,756,779 $ 2 $ 204,470 $ ( 138,651 ) $ 65,821

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Common Stock Additional

7 unchanged sentences

Stock-based compensation expense — — 1,577 — 1,577

Net loss — — — ( 202 ) ( 202 )

— — — ( 1,166 ) ( 1,166 )

Balance at March 31, 2025 22,352,145 $ 2 $ 201,066 $ ( 138,035 ) $ 63,033

Exercise of stock options 9,549 — 35 — 35

Issuance of common stock under stock incentive plans 240,623 — 241 — 241

Stock-based compensation expense — — 1,862 — 1,862

Net loss — — — ( 2,502 ) ( 2,502 )

Balance at June 30, 2024 21,656,683 $ 2 $ 195,774 $ ( 140,354 ) $ 55,422

Exercise of stock options 11,177 — 44 — 44

Issuance of common stock under stock incentive plans 165,181 — 5 — 5

Stock-based compensation expense — — 1,532 — 1,532

Net income — — — 2,271 2,271

Balance at September 30, 2024 21,833,041 $ 2 $ 197,355 $ ( 138,083 ) $ 59,274

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

2 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

2 unchanged sentences

Depreciation and amortization 699 846

Gain on sale of property and equipment ( 25 ) —

Stock-based compensation 1,300 1,577

19 unchanged sentences

Net cash provided by financing activities 308 12

Net increase in cash and cash equivalents 3,160 2,642

Net (decrease) increase in cash and cash equivalents ( 3,956 ) 61

Cash and cash equivalents at beginning of period 44,450 42,097

1 unchanged sentence

Supplementary cash flow information:

Cash paid for taxes $ 38 $ —

Operating cash flows paid for operating leases $ 357 $ 353

1 unchanged sentence

Non-cash investing and financing activities:

Right-of-use assets obtained in exchange for finance lease liabilities $ — $ 297

Purchases of property and equipment in accounts payable and accrued liabilities $ 485 $ 230

5 unchanged sentences

(“we”, “our”, “us”, “Everspin Technologies”, “Everspin”, or the “Company”) was incorporated in Delaware on May 16, 2008.

The Company’s magnetoresistive random-access memory (MRAM) solutions offer the persistence of non-volatile memory with the speed and endurance of random-access memory (RAM) and enable the protection of mission critical data particularly in the event of power interruption or failure.

The Company’s MRAM solutions allow its customers in key markets, such as industrial, medical, automotive/transportation, aerospace and data center markets to design high performance, power efficient and reliable systems without the need for bulky batteries or capacitors.

The Company’s magnetoresistive random access memory (MRAM) solutions offer the persistence of non-volatile memory with the speed and endurance of random access memory and enable the protection of mission critical data particularly in the event of power interruption or failure.

The Company’s MRAM solutions allow its customers in key markets, such as industrial, medical, automotive/transportation, aerospace, and data center, to design high performance, power-efficient and reliable systems without the need for bulky batteries or capacitors.

Summary of Significant Accounting Policies

3 unchanged sentences

These unaudited interim condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company’s financial information.

The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future year.

The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other interim period or for any other future year.

The accompanying condensed financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC.

Reclassifications

Certain reclassifications of previously reported amounts have been made to conform to the current period presentation.

Specifically, interest income was previously presented within other income, net for the three and nine months ended September 30, 2024 in the Quarterly Report on Form 10-Q filed with the SEC on November 5, 2024.

Interest income is presented separately in the unaudited condensed statement of operations and comprehensive income (loss) within these financial statements.

Use of Estimates

8 unchanged sentences

The CODM utilizes the Company’s long-range plan, which includes product development roadmaps and long-range financial models, as a key input to resource allocation.

The CODM makes decisions

on resource allocation, assesses performance of the business, and monitors budget versus actual results using net income.

Significant segment expenses within net income are those separately presented on the Company’s statements of operations and comprehensive income (loss), which include cost of sales, research and development, general and administrative, and sales and marketing expenses.

The CODM makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using net income.

Significant segment expenses within net income are those separately presented on the Company’s statements of operations and comprehensive loss, which include cost of sales, research and development, general and administrative, and sales and marketing expenses.

Cash and Cash Equivalents

8 unchanged sentences

Accounts receivable, net consisted of the following (in thousands):

September 30,

2026 December 31,

10 unchanged sentences

Revenue Accounts Receivable

Three Months Ended

September 30, Nine Months Ended

September 30, September 30, 2025 December 31, 2024

Three Months Ended March 31, March 31,

2026 December 31, 2025

Customers 2026 2025

15 unchanged sentences

Level 1 assets consist of highly liquid money market funds that are included in cash equivalents.

The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):

December 31, 2024

Level 1 Level 2 Level 3 Total

Money market funds $ 33,617 $ — $ — $ 33,617

Total assets measured at fair value $ 33,617 $ — $ — $ 33,617

Recently Adopted Accounting Pronouncements

The Company adopted Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which improves income tax disclosure requirements, primarily through disaggregated information about effective income tax rate reconciliation and additional disclosures regarding income taxes paid.

The guidance is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted Accounting Standards Update (ASU) 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (ASC) Topic 606.

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets.

The guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within fiscal years beginning after December 15, 2025.

The Company adopted ASU 2025-05 effective January 1, 2026, on a prospective basis.

The adoption of ASU 2023-09 did not have a significant impact to the condensed financial statements.

The adoption of ASU 2025-05 did not have a significant impact on the financial statements and related disclosures.

Recently Issued Accounting Pronouncements Under Evaluation

3 unchanged sentences

Early adoption is permitted for annual financial statements that have not yet been issued.

The Company is currently evaluating the impact that the standard will have on its condensed financial statements.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (ASC) Topic 606.

ASU 2025-05 is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods in those fiscal

Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively.

The Company is currently evaluating the impact that the standard will have on its condensed financial statements.

The Company is currently evaluating the impact that the standard will have on its financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

4 unchanged sentences

Early adoption is permitted for annual financial statements that have not yet been issued.

The Company is currently evaluating the impact that the standard will have on its condensed financial statements.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed financial statements.

Statements of Operations and Comprehensive Income (Loss) Components

The Company sells products to its distributors, original design manufacturers (ODMs), and original equipment manufacturers (OEMs).

The Company also recognizes revenue under licensing, patent, and royalty agreements with some customers.

The Company is currently evaluating the impact that the standard will have on its financial statements and related disclosures.

In December 2025, the FASB issued ASU No.2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements , which clarifies interim disclosure requirements and the applicability of Topic 270.

The objective of the update is to provide clarity about current interim requirements.

The amendments in this update also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The amendments in ASU 2025-11 are effective for interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted for annual financial statements that have not yet been issued.

The Company is currently evaluating the impact that the standard will have on its financial statements and related disclosures.

In December 2025, the FASB issued ASU No.2025-12, Codification Improvements , which addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to GAAP.

The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

The amendments to ASC 260 must be

applied retrospectively, while all other amendments may be applied prospectively or retrospectively.

Early adoption is permitted for annual financial statements that have not yet been issued.

The Company is currently evaluating the impact that the standard will have on its financial statements and related disclosures.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on the financial statements and related disclosures.

Statements of Operations and Comprehensive Loss Components

The Company sells products to its distributors, original equipment manufacturers, original design manufacturers and contract manufacturers.

The Company also recognizes revenue under licensing, patent, engineering services and royalty agreements with some customers.

The following table presents the Company’s revenues disaggregated by sales channel (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Distributor $ 13,322 $ 7,918

2 unchanged sentences

The following table presents the Company’s revenues disaggregated by timing of recognition (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Point in time $ 14,241 $ 11,158

2 unchanged sentences

The following table presents the Company’s revenues disaggregated by type (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Product sales $ 14,100 $ 11,026

1 unchanged sentence

Royalties 141 132

Other revenue 1,218 341 3,829 851

Engineering services and other revenue 631 1,469

Total revenue $ 14,872 $ 13,138

The Company licenses its intellectual property and is entitled to consideration based on the customer’s sales.

The Company makes estimates in instances when the customer reports sales on a lagged basis and actual information is not available timely.

The estimates are based on historical trends in the customer’s activity and current market conditions.

The amounts are reported in licensing, royalty, patent, engineering services and other revenue in the statements of operations and comprehensive loss.

The Company recognizes revenue in three primary geographic regions:

2 unchanged sentences

and Europe, Middle East and Africa (EMEA).

The Company recognizes revenue by geography based on the region in which the Company’s products are sold, and not to where the end products in which they are assembled are shipped.

The Company’s revenue by region for the periods indicated was as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The Company recognizes revenue by geography based on the region in which its products are sold, and not to where the end products in which they are assembled are shipped.

Revenue by region for the periods indicated was as follows (in thousands):

Three Months Ended March 31,

APAC $ 9,194 $ 7,259

8 unchanged sentences

The Award is not in the ordinary course of the Company’s business and hence not a contract with a customer.

The Company has applied the revenue recognition principles under ASC 606 by analogy.

During the three and nine months ended September 30, 2025, the Company billed $ 1.0 million and $ 3.0 million, respectively, relating to the Award and recorded $ 1.2 million and $ 2.5 million, respectively, of other income.

The Company has recorded this other income using an input method based on costs incurred to date relative to the total expected costs of the Award over its term.

The remaining $ 0.5 million of the billed amount for the Award is recorded as contract obligations liability on the condensed balance sheets.

The Company has applied the revenue recognition principles under Accounting Standards Codification 606 by analogy.

During the three months ended March 31, 2026, the Company recognized $ 2.2 million of other income related to the Award, based on progress toward completion.

Revenue recognition is based on an input method that measures costs incurred to date relative to total estimated costs over the term of the Award.

During the three months ended March 31, 2026, the Company billed $ 1.0 million relating to the Award.

As of March 31, 2026, $ 0.3 million of the billed amount for the Award is recorded as contract obligations liability on the condensed balance sheets.

This amount represents the Company’s obligation to perform future services for which the Company has received or is entitled to receive payment but which are not yet fulfilled.

1 unchanged sentence

Inventory consisted of the following (in thousands):

September 30,

2026 December 31,

5 unchanged sentences

Property and equipment, net consisted of the following (in thousands):

September 30,

2026 December 31,

7 unchanged sentences

Total property and equipment, net $ 14,925 $ 14,140

For the three months ended September 30, 2025 and 2024, the depreciation expense was $ 0.4 million and $ 0.4 million, respectively.

For the nine months ended September 30, 2025 and 2024, depreciation expense was $ 1.1 million and $ 1.2 million, respectively.

Depreciation expense during the three months ended March 31, 2026 and 2025 was $ 0.3 million and $ 0.4 million, respectively.

Intangible Assets, Net

The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated (in thousands):

September 30, 2025

March 31, 2026

(in years) Gross Carrying

9 unchanged sentences

Total intangible assets $ 4,456 $ ( 2,742 ) $ 1,714

For the three months ended September 30, 2025 and 2024, the amortization expense for the intangible assets was $ 0.4 million and zero , respectively.

For the nine months ended September 30, 2025 and 2024, the amortization expense for the intangible assets was $ 1.3 million and zero , respectively.

Amortization expense for the intangible assets was $ 0.4 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively.

Accrued Liabilities

5 unchanged sentences

Total accrued liabilities $ 4,531 $ 3,651

Deferred Revenue

In March 2025, the Company renewed a contractual arrangement with a customer for the development of a strategic radiation hardened (“RAD-Hard”) field programmable gate array product.

The total consideration in the arrangement is $ 1.2 million.

The Company is recognizing revenue related to the performance obligation over time using the input method based on costs incurred to date relative to the total expected costs of the contract and began recognizing revenue in the first quarter of 2025.

As of September 30, 2025, the Company has billed $ 0.7 million for performance under the agreement.

The Company has recognized an immaterial amount of revenue for the three months ended September 30, 2025, and $ 0.7 million for the nine months ended September 30, 2025, with an immaterial amount in contract assets on the condensed balance sheets.

The Company concluded this contractual arrangement represents one arrangement and evaluated its promises to the customer and whether the performance obligations granted under the arrangement were distinct.

The licenses provided to the customer are not transferable, are of limited value without the promised development services, and the customer cannot benefit from the license agreements without the specific obligated services in the development subcontract, as there is strong interdependency between the licenses and the development subcontract.

Accordingly, the Company determined the licenses were not distinct within the context of the contract and combined the license with other performance obligations.

In January 2025, the Company executed a contractual arrangement with a customer to provide engineering services supporting the customer’s development that uses capabilities of MRAM for in-memory computing.

The total consideration in the arrangement is $ 4.1 million.

As of September 30, 2025, the Company has billed $ 4.1 million for the performance under the agreement and has recognized $ 0.9 million and $ 3.1 million in revenue for the three and nine months ended September 30, 2025, with $ 0.9 million in deferred revenue.

The Company concluded that this contractual arrangement represents one arrangement and assessed the nature of the promises made to the customer to determine whether the performance obligations were distinct.

The Company determined that the engineering services are not separately identifiable from the promised development services, as the engineering services are highly interrelated with, and dependent upon, the overall development services over the life of the contract.

Accordingly, the Company concluded that the engineering services are not distinct within the context of the contract and, therefore, should be combined with the other promised services into a single performance obligation.

Operating leases consist primarily of office space and manufacturing facilities expiring at various dates through 2029.

Finance leases relate to server leases expiring at various dates through 2029.

Commitments and Contingencies

Operating leases consist of fabrication, lab, and office space expiring at various dates through 2029.

Finance leases relate to a server lease expiring in February 2029.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The undiscounted future non-cancellable lease payments under the Company’s operating and finance leases were as follows (in thousands):

As of September 30, 2025 Amount

As of March 31, 2026 Amount

Remainder of 2026 $ 1,123

Thereafter 48

Total lease payments 3,146

4 unchanged sentences

Other information related to the Company’s operating lease liabilities was as follows:

September 30,

2026 December 31,

2 unchanged sentences

Other information related to the Company’s finance lease liabilities was as follows:

September 30,

2026 December 31,

1 unchanged sentence

Weighted-average discount rate 3.90 % 3.90 %

Legal Proceedings

From time to time, the Company may become involved in legal proceedings arising from the ordinary course of its business.

Other than the patent infringement lawsuit disclosed below, management is currently not aware of any matters that would have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Patent Infringement Lawsuit

On January 28, 2026, Avalanche Technology, Inc.

filed a patent infringement lawsuit against the Company in the United States District Court for the District of Delaware, alleging infringement of certain patents.

Avalanche Technology, Inc.

also filed a complaint with the U.S.

International Trade Commission seeking the institution of an investigation under Section 337 of the Tariff Act of 1930, as amended.

The Company has retained a dedicated legal team and is vigorously defending itself against such claims.

As of March 31, 2026, the Company has not recorded an accrual related to these matters because it currently estimates that while possible, a loss is not probable.

Further, any possible range of loss cannot reasonably be estimated at this time.

Stock-Based Compensation

1 unchanged sentence

The following table presents the details of the Company’s share-based compensation expense (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

General and administrative $ 663 $ 717

4 unchanged sentences

Summary of Stock Option Activity

The following table summarizes the stock option activity for the nine months ended September 30, 2025:

The following table summarizes the stock option activity for the three months ended March 31, 2026:

Options Outstanding

7 unchanged sentences

Options cancelled/forfeited ( 853 ) $ 15.86

Balance—September 30, 2025 1,424,890 $ 6.13 5.2 $ 4,569

Options exercisable—September 30, 2025 1,383,891 $ 6.07 5.1 $ 4,518

The total grant date fair value of options vested was $ 0.2 million and $ 0.3 million during the three months ended September 30, 2025 and 2024, respectively, and $ 0.5 million and $ 0.9 million during the nine months ended September 30, 2025 and 2024, respectively.

No options were granted in the three and nine months ended September 30, 2025 or 2024, respectively.

As of September 30, 2025, there was $ 0.2 million of total unrecognized stock-based compensation expense related to unvested options which is expected to be recognized over a weighted-average period of 0.45 years.

Stock-based compensation cost for options capitalized within inventory at September 30, 2025 and 2024 was not material.

Balance—March 31, 2026 1,307,122 $ 6.17 4.7 $ 3,471

Options exercisable—March 31, 2026 1,306,061 $ 6.17 4.7 $ 3,469

The total grant date fair value of options vested was $ 0.1 million and $ 0.2 million during the three months ended March 31, 2026 and 2025, respectively.

No options were granted during the three months ended March 31, 2026 and 2025.

As of March 31, 2026, unrecognized compensation expense related to unvested options was not material and is expected to be recognized over a weighted-average period of 1.02 years.

Stock-based compensation cost for options capitalized within inventory at March 31, 2026 and 2025 was not material.

2016 Employee Stock Purchase Plan

In January 2026, there was an increase of 229,777 shares reserved for issuance under the Company’s Employee Stock Purchase Plan (ESPP) pursuant to the terms of th e ESPP.

The Company had 1,191,215 shares available for future issuance under the ESPP as of September 30, 2025.

Employees did not purchase any shares during the three months ended September 30, 2025 and 2024, respectively.

Employees purchased 61,181 shares for $ 254,000 during the nine months ended September 30, 2025.

Employees purchased 37,696 shares for $ 241,000 during the nine months ended September 30, 2024.

The Company had 1,371,323 shares available for future issuance under the Company’s ESPP as of March 31, 2026.

Employees did not purchase any shares during the three months ended March 31, 2026 and 2025.

Restricted Stock Units

The following table summarizes restricted stock units (RSUs) activity for the nine months ended September 30, 2025:

The following table summarizes restricted stock units (RSUs) activity for the three months ended March 31, 2026:

RSUs Outstanding

6 unchanged sentences

Cancelled/forfeited ( 584 ) $ 7.30

Balance—September 30, 2025 1,407,524 $ 6.68

Balance—March 31, 2026 1,868,272 $ 7.58

The fair value of RSUs is determined on the date of grant based on the market price of the Company’s common stock on that date .

As of September 30, 2025, there was $ 8.2 million of unrecognized stock-based compensation expense related to RSUs to be recognized over a weighted-average period of 2.7 years.

Stock-based compensation cost related to RSUs capitalized within inventory at September 30, 2025 and 2024 was not material.

As of March 31, 2026, there was $ 13.4 million of unrecognized stock-based compensation expense related to RSUs to be recognized over a weighted-average period of 3.2 years.

Compensation cost capitalized within inventory was not material as of March 31, 2026 and 2025 .

Significant Agreements

2 unchanged sentences

Since October 17, 2014, the Company has participated in a joint development agreement (JDA) with GLOBALFOUNDRIES Inc.

(GLOBALFOUNDRIES), a semiconductor foundry, for the joint development of Spin-transfer Torque MRAM (STT-MRAM), technology to produce a family of discrete and embedded MRAM technologies.

(GF), a semiconductor foundry, for the joint development of Spin-transfer Torque MRAM (STT-MRAM) technology to produce a family of discrete and embedded MRAM technologies.

The term of the JDA is until the completion, termination, or expiration of the last statement of work entered into pursuant to the JDA.

The JDA was extended on December 31, 2019, to include a new phase of support for 12nm MRAM development.

The agreement was extended on December 31, 2019 to include a new phase of support for 12nm MRAM development.

Under the current JDA extension terms, each party licenses its relevant intellectual property to the other party.

For certain jointly developed works, the parties have agreed to follow an invention allocation procedure to determine ownership.

In addition, GLOBALFOUNDRIES possesses the exclusive right to manufacture the Company’s discrete and embedded STT-MRAM devices developed pursuant to the JDA until the earlier of three years after the qualification of the MRAM device for a particular technology node or four years after the completion of the relevant statement of work under which the device was developed.

For the same exclusivity period associated with the relevant device, GLOBALFOUNDRIES agreed not to license intellectual property developed in connection with the JDA to named competitors of the Company.

If GLOBALFOUNDRIES manufactures, sells, or transfers to customers wafers containing production quantified STT-MRAM devices that utilize certain design information, GLOBALFOUNDRIES will be required to pay the Company a royalty.

Net Income (Loss) Per Common Share

Basic net income (loss) per common share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period less shares subject to repurchase, without consideration of potentially dilutive securities.

Diluted earnings per share is calculated using the treasury stock method by dividing net income (loss) by the total weighted average shares of common stock outstanding in addition to the potential impact of dilutive securities including restricted stock units, warrants, and options.

In addition, GF possesses the exclusive right to manufacture the Company’s discrete and embedded STT-MRAM devices developed pursuant to the JDA until the earlier of three years after the qualification of the MRAM device for a particular technology node or four years after the completion of the relevant statement of work under which the device was developed.

For the same exclusivity period associated with the relevant device, GF agreed not to license intellectual property developed in connection with the JDA to named competitors of the Company.

If GF manufactures, sells, or transfers to customers wafers containing production quantified STT-MRAM devices that utilize certain design information, GF will be required to pay the Company a royalty.

Net Loss Per Common Share

Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period less shares subject to repurchase, without consideration of potentially dilutive securities.

Diluted earnings per share is calculated using the treasury stock method by dividing net loss by the total weighted average shares of common stock outstanding in addition to the potential impact of dilutive securities including restricted stock units, warrants, and options.

In periods with a net loss, potentially dilutive securities are excluded from the Company’s calculation of earnings per share as their inclusion would have an antidilutive effect.

1 unchanged sentence

Basic and diluted EPS

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Net loss $ ( 296 ) $ ( 1,166 )

Net loss attributable to common stockholders, diluted

$ ( 296 ) $ ( 1,166 )

Net income (loss) $ 54 $ 2,271 $ ( 1,782 ) $ ( 433 )

Net income (loss) attributable to common stockholders, diluted $ 54 $ 2,271 $ ( 1,782 ) $ ( 433 )

Weighted-average shares of common stock outstanding, basic 23,137,815 22,188,114

Weighted-average shares of common stock outstanding, diluted 23,137,815 22,188,114

Net income (loss) per common share, basic $ 0.00 $ 0.10 $ ( 0.08 ) $ ( 0.02 )

Net income (loss) per common share, diluted $ 0.00 $ 0.10 $ ( 0.08 ) $ ( 0.02 )

Potentially dilutive securities representing 0.9 million and 2.2 million stock options and RSUs that were outstanding during the three months ended September 30, 2025, and 2024, respectively, and 1.5 million and 1.9 million stock options and RSUs outstanding during the nine months ended September 30, 2025 and 2024, respectively, were excluded from the computation of diluted earnings per common share during these periods as their inclusion would have an antidilutive effect.

Net loss per common share, basic $ ( 0.01 ) $ ( 0.05 )

Net loss per common share, diluted $ ( 0.01 ) $ ( 0.05 )

Potentially dilutive securities representing 1.2 million and 1.8 million stock options and RSUs that were outstanding during the three months ended March 31, 2026, and 2025, respectively, were excluded from the computation of diluted earnings per common share during these periods as their inclusion would have an antidilutive effect.

Subsequent Events

Foundry Services Agreement

On April 8, 2026, the Company entered into a foundry services agreement (Foundry Agreement) with Microchip Technology (Microchip) under which Microchip will manufacture 8-inch Toggle MRAM, Tunnel Magneto Resistance Sensors and STT-MRAM wafers for the Company at Microchip’s Fab 4 facility in Gresham, Oregon.

The Foundry Agreement has an initial term of ten years and provides for two-year renewal periods.

The Company has reimbursement obligations under the Foundry Agreement estimated at approximately $ 13.95 million related to the installation of the manufacturing facility, subject to adjustment based on actual documented expenditures.

The Foundry Agreement includes minimum purchase commitments that ramp over time to a maximum of 1,300 wafers per quarter.

The Company expects capacity for Toggle and Sensor flows to commence approximately 18 months from the effective date of the Foundry Agreement and capacity for STT flows to commence approximately 30 months from the effective date of the Foundry Agreement.

Strategic Agreement with U.S.

Prime Contractor

On April 24, 2026, the Company entered into a subcontract and related statement of work with Amentum Services Inc.

in connection with a U.S.

government Microelectronics Research, Development, Test and Evaluation program.

Under the agreement, the Company will provide research and development, process technology and engineering services to support the development and qualification of domestic Toggle MRAM for Mil-Aero applications.

The agreement provides for milestone-based payments over a 30-month performance period from April 16, 2026 through November 21, 2028 and has an aggregate value of $ 40.0 million.

The agreement includes option periods exercisable by the contractor and may be terminated under certain circumstances tied to termination of the related prime contract.

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