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    CEVA Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

    5/7/25 9:15:10 AM ET
    $CEVA
    Computer Software: Programming Data Processing
    Technology
    Get the next $CEVA alert in real time by email
    ceva20250506_8k.htm
    false 0001173489 0001173489 2025-05-07 2025-05-07
     


     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, DC 20549
     

     
    FORM 8-K
     
    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934
     
    Date of report (Date of earliest event reported): May 7, 2025
     

     
    CEVA, INC.
    (Exact Name of Registrant as Specified in Charter)
     

     
    Delaware
     
    000-49842
     
    77-0556376
    (State or Other Jurisdiction
    of Incorporation)
     
    (Commission
    File Number)
     
    (I.R.S. Employer
    Identification No.)
     
    15245 Shady Grove Road, Suite 400, Rockville, MD 20850
    (Address of Principal Executive Offices, and Zip Code)
     
    (240) 308-8328
    Registrant’s Telephone Number, Including Area Code
     
    Not applicable 
    (Former Name or Former Address, if Changed Since Last Report)
     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
     
    ☐
    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
     
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
     
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
     
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
     
    Trading Symbol(s)
     
    Name of each exchange on which
    registered
    Common Stock, $0.001 par value
     
    CEVA
     
    Nasdaq Global Market
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
     
    Emerging growth company ☐
     
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
     


     
     

     
     
    Item 2.02. Results of Operations and Financial Condition.
     
    On May 7, 2025, Ceva, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2025. A copy of the press release, dated May 7, 2025, is attached and filed herewith as Exhibit 99.1. On the same day, the Company will hold a conference call to discuss its financial results for the first quarter of 2025. A copy of the script of the conference call is attached hereto as Exhibit 99.2. This information, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
     
    In addition to the disclosure of financial results for the quarter and year ended March 31, 2025 and 2024 in accordance with generally accepted accounting principles in the United States (“GAAP”), the press release and script also included non-GAAP gross margin, operating income, operating loss, net income and diluted income per share, and net loss and diluted loss per share for the referenced periods.
     
    Non-GAAP gross margin for the first quarters of 2025 and 2024 each excluded (a) equity-based compensation expenses and (b) amortization of acquired intangibles.
     
    Non-GAAP operating income for the first quarter of 2025 and non-GAAP operating loss for the first quarter of 2024 each excluded (a) equity-based compensation expenses, (b) the impact of the amortization of acquired intangibles and (c) costs associated with a business acquisition.
     
    Non-GAAP net income and diluted income per share for the first quarter of 2025 and non-GAAP net loss and diluted loss per share for the first quarter of 2024 each excluded (a) equity-based compensation expenses, (b) the impact of the amortization of acquired intangibles, (c) costs associated with a business acquisition and (d) loss associated with the remeasurement of marketable equity securities.
     
    The Company believes that the reconciliation of financial measures in the press release and script is useful to investors in analyzing the results for the quarters ended March 31, 2025 and 2024 because the exclusion of the applicable expenses may provide a more meaningful analysis of the Company’s core operating results and comparison of quarterly results. Further, the Company believes it is useful for investors to understand how the expenses associated with the application of FASB ASC No. 718 are reflected on its statements of income. The reconciliation of financial measures should be reviewed in addition to and in conjunction with results presented in accordance with GAAP, and are intended to provide additional insight into the Company’s operations that, when viewed with its GAAP results and the accompanying reconciliation, offer a more complete understanding of factors and trends affecting the Company’s business. The reconciliation of financial measures should not be viewed as a substitute for the Company’s reported GAAP results.
     
     

     
     
    Item 9.01. Financial Statements and Exhibits.
     
    (d) Exhibits:
     
    Exhibit
    Number
     
    Description
         
    99.1
       
    Earnings release of Ceva, Inc. dated May 7, 2025
    99.2
       
    Script of the conference call of Ceva, Inc., dated May 7, 2025
    104
       
    Cover Page Interactive Data File (embedded within the Inline XBRL document).
     
    Signature
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
     
    CEVA, INC.
       
    Date: May 7, 2025
    By:
    /s/ Yaniv Arieli
     
    Name:
    Yaniv Arieli
     
    Title:
    Chief Financial Officer
     
     
     
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