What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-04-29 · 84 added, 65 removed, 379 unchanged (28% of the section changed)

19 unchanged sentences

Accrued liabilities 6,654 3,651

Deferred revenue 2,958 —

Lease liabilities, current portion 1,405 1,381

10 unchanged sentences

5,000,000 shares authorized;

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

no shares issued and outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value per share;

100,000,000 shares authorized;

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

24,271,438 and 22,977,797 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 214,447 206,370

6 unchanged sentences

(In thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Product sales $ 15,313 $ 11,091 $ 29,413 $ 22,117

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

Licensing, royalty, engineering services and other revenue 3,423 2,110 4,195 4,222

Total revenue 18,736 13,201 33,608 26,339

Cost of product sales 8,296 6,166 15,251 12,195

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

Cost of licensing, royalty, engineering services and other revenue 343 267 417 623

Total cost of sales 8,639 6,433 15,668 12,818

9 unchanged sentences

Net loss before income taxes ( 3,589 ) ( 696 ) ( 3,882 ) ( 1,832 )

Income tax expense ( 3 ) ( 30 )

Income tax benefit (expense) — 26 ( 3 ) ( 4 )

Net loss and comprehensive loss $ ( 3,589 ) $ ( 670 ) $ ( 3,885 ) $ ( 1,836 )

9 unchanged sentences

(In thousands, except share and per share amounts)

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

Common Stock Additional

7 unchanged sentences

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

— — — ( 2 ) ( 2 )

Other — — — ( 2 ) ( 2 )

Net Loss — — — ( 296 ) ( 296 )

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

Three Months Ended March 31, 2025

Exercise of stock options 763,131 — 4,787 — 4,787

Issuance of common stock under stock incentive plans 187,329 — 290 — 290

Stock-based compensation expense — — 1,374 — 1,374

Net Loss — — — ( 3,589 ) ( 3,589 )

Balance at June 30, 2026 24,271,438 $ 2 $ 214,447 $ ( 141,342 ) $ 73,107

Six Months Ended June 30, 2025

Common Stock Additional

7 unchanged sentences

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

— — — ( 1,166 ) ( 1,166 )

Net Loss — — — ( 1,166 ) ( 1,166 )

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

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

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

2 unchanged sentences

Depreciation and amortization 1,407 1,695

Gain on sale of property and equipment — ( 25 )

Stock-based compensation 2,674 2,996

23 unchanged sentences

Supplementary cash flow information:

Cash paid for taxes $ 31 $ 36

Operating cash flows paid for operating leases $ 715 $ 707

1 unchanged sentence

Non-cash investing and financing activities:

Right-of-use assets obtained in exchange for operating lease liabilities $ 175 $ —

Purchases of property and equipment in accounts payable and accrued liabilities $ 399 $ 26

12 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 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 results of operations for the three and six months ended June 30, 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.

9 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.

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

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.

21 unchanged sentences

Revenue Accounts Receivable

Three Months Ended March 31, March 31,

Three Months Ended

June 30, Six Months Ended

June 30, June 30

2026 December 31

45 unchanged sentences

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.

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.

3 unchanged sentences

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 Company also recognizes revenue under licensing, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Distributor $ 14,790 $ 8,731 $ 28,112 $ 16,649

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Point in time $ 15,452 $ 11,416 $ 29,693 $ 22,574

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Product sales $ 15,313 $ 11,091 $ 29,413 $ 22,117

6 unchanged sentences

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 amounts are reported in licensing, royalty, 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 its products are sold, and not to where the end products in which they are assembled are shipped.

The Company recognizes revenue by geography based on the region in which its products are sold, and not 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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

APAC $ 10,866 $ 8,582 $ 20,060 $ 15,841

9 unchanged sentences

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.

During the three and six months ended June 30, 2026, the Company recognized $ 0.5 million and $ 2.6 million of other income related to the Award, respectively, based on progress toward completion.

Income 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 and six months ended June 30, 2026, the Company billed $ 0.5 million and $ 1.5 million relating to the Award, respectively.

As of June 30, 2026, $ 0.3 million of the billed amount for the Award is recorded as a 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.

17 unchanged sentences

Total property and equipment, net $ 14,843 $ 14,140

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

For the three months ended June 30, 2026 and 2025, the depreciation expense was $ 0.3 million and $ 0.4 million, respectively.

For the six months ended June 30, 2026 and 2025, depreciation expense was $ 0.5 million and $ 0.7 million, respectively.

Intangible Assets, Net

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

March 31, 2026

June 30, 2026

(in years) Gross Carrying

9 unchanged sentences

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

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.

For the three months ended June 30, 2026 and 2025, the amortization expense for the intangible assets was $ 0.5 million and $ 0.4 million, respectively.

For the six months ended June 30, 2026 and 2025, the amortization expense for the intangible assets was $ 0.9 million and $ 0.9 million, respectively.

Accrued Liabilities

2 unchanged sentences

Payroll-related expenses $ 2,680 $ 2,481

Legal fees 2,564 185

Inventory 788 425

1 unchanged sentence

Total accrued liabilities $ 6,654 $ 3,651

Deferred Revenue

During the three months ended June 30, 2026, the Company executed two engineering services agreements with two customers.

The total consideration in the two arrangements is $ 40.3 million.

The Company is recognizing revenue related to the performance obligations 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 second quarter of 2026.

As of June 30, 2026, the Company has billed $ 6.2 million for the performance under the agreements.

Under the input method of recognition, the Company has recognized $ 3.3 million in revenue for the three and six months ended June 30, 2026.

As a result, the Company has recorded $ 2.9 million in deferred revenue as of June 30, 2026.

The Company expects to recognize the remaining $ 37.0 million of the transaction price as services are performed throughout the contractual period and performance is expected to be complete in the year ended December 31, 2028.

Commitments and Contingencies

3 unchanged sentences

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

As of March 31, 2026 Amount

As of June 30, 2026 Amount

Remainder of 2026 $ 749

22 unchanged sentences

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.

As of June 30, 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.

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

General and administrative $ 674 $ 688 $ 1,337 $ 1,405

4 unchanged sentences

Summary of Stock Option Activity

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

The following table summarizes the stock option activity for the six months ended June 30, 2026:

Options Outstanding

7 unchanged sentences

Options cancelled/forfeited ( 853 ) $ 11.16

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.

Balance—June 30, 2026 543,991 $ 6.03 4.4 $ 9,872

Options exercisable—June 30, 2026 543,182 $ 6.03 4.4 $ 9,858

The total grant date fair value of options vested was $ 0.1 million and $ 0.2 million during the three months ended June 30, 2026 and 2025, respectively, and $ 0.1 million and $ 0.4 million during the six months ended June 30, 2026 and 2025, respectively.

No options were granted during the three and six months ended June 30, 2026 or 2025.

As of June 30, 2026, unrecognized compensation expense related to unvested options was not material and is expected to be recognized over a weighted-average period of 0.78 years.

Stock-based compensation cost for options capitalized within inventory at June 30, 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 1,371,323 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.

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 the ESPP.

The Company had 1,304,274 shares available for future issuance under the ESPP as of June 30, 2026.

Employees purchased 67,049 shares for $ 290,000 during the three and six months ended June 30, 2026.

Employees purchased 61,181 shares for $ 254,000 during the three and six months ended June 30, 2025.

Restricted Stock Units

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

The following table summarizes restricted stock units (RSUs) activity for the six months ended June 30, 2026:

RSUs Outstanding

6 unchanged sentences

Cancelled/forfeited ( 3,100 ) $ 7.01

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

Balance—June 30, 2026 1,769,315 $ 7.90

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 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 .

As of June 30, 2026, there was $ 12.8 million of unrecognized stock-based compensation expense related to RSUs to be recognized over a weighted-average period of 2.9 years.

Compensation cost capitalized within inventory was not material as of June 30, 2026 and 2025 .

Significant Agreements

16 unchanged sentences

Basic and diluted EPS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net loss $ ( 3,589 ) $ ( 670 ) $ ( 3,885 ) $ ( 1,836 )

Net loss attributable to common stockholders, diluted $ ( 3,589 ) $ ( 670 ) $ ( 3,885 ) $ ( 1,836 )

$ ( 296 ) $ ( 1,166 )

Weighted-average shares of common stock outstanding, basic 23,882,618 22,504,957 23,512,274 22,347,411

1 unchanged sentence

Net loss per common share, basic

$ ( 0.15 ) $ ( 0.03 ) $ ( 0.17 ) $ ( 0.08 )

Net loss per common share, diluted $ ( 0.15 ) $ ( 0.03 ) $ ( 0.17 ) $ ( 0.08 )

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.

Potentially dilutive securities representing 1.9 million and 1.6 million stock options and RSUs that were outstanding during the three months ended June 30, 2026, and 2025, respectively, and 1.7 million and 1.6 million stock options and RSUs outstanding during the six months ended June 30, 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.

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