SEC Form 10-Q filed by Everspin Technologies Inc.

11/5/25 5:24:04 PM ET

$MRAM

Semiconductors

Technology

Get the next $MRAM alert in real time by email

mram-20250930

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________

FORM 10-Q

____________________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-37900

____________________________________________________________________

Everspin Technologies, Inc.

(Exact name of Registrant as specified in its Charter)

____________________________________________________________________


Delaware			26-2640654
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

5670 W. Chandler Boulevard, Suite 130

Chandler, Arizona 85226

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (480) 347-1111

____________________________________________________________________

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, par value $0.0001	MRAM	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	o


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.			o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the Registrant’s Common Stock outstanding as of October 31, 2025, was 22,856,514.

Table of Contents


		Page
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets as of September 30 , 2025 (unaudited) and December 31, 2024	3
	Condensed Statements of Operations and Comprehensive Income (Loss ) for the three and nine months ended Septe m ber 30 , 2025 and 2024 (unaudited)	4
	Condensed Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (unaudited)	5
	Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)	6
	Notes to Condensed Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
EXHIBIT INDEX		29
SIGNATURES		30

In this Quarterly Report on Form 10-Q, “we,” “our,” “us,” “Everspin Technologies,” “Everspin,” and the “Company” refer to Everspin Technologies, Inc. The Everspin logo and other trade names, trademarks or service marks of Everspin Technologies are the property of Everspin Technologies, Inc. This report contains references to our trademarks and to trademarks belonging to other entities. Trade names, trademarks and service marks of other companies appearing in this report are the property of their respective holders. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

EVERSPIN TECHNOLOGIES, INC.

Condensed Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)


	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	45,257	$	42,097
Accounts receivable, net	8,688		11,722
Inventory	11,819		9,110
Prepaid expenses and other current assets	874		1,272
Total current assets	66,638		64,201
Property and equipment, net	4,074		3,220
Intangible assets, net	2,146		3,416
Right-of-use assets	3,581		4,549
Other assets	3,833		2,403
Total assets	$	80,272	$	77,789

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,808	$	2,278
Accrued liabilities	2,980		2,449
Deferred revenue	965		78
Lease liabilities, current portion	1,361		1,306
Contract obligations	2,523		2,034
Software liabilities, current portion	1,769		1,769
Total current liabilities	11,406		9,914
Lease liabilities, net of current portion	2,307		3,336
Software liabilities, net of current portion	465		1,784
Long-term income tax liability	273		162
Total liabilities	$	14,451	$	15,196
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock, $0.0001 par value per share; 5,000,000 shares authorized; no shares issued and outstanding as of September 30, 2025 and December 31, 2024	—		—
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	2		2
Additional paid-in capital	204,470		199,460
Accumulated deficit	(138,651)		(136,869)
Total stockholders’ equity	65,821		62,593
Total liabilities and stockholders’ equity	$	80,272	$	77,789

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

Table of Contents

EVERSPIN TECHNOLOGIES, INC.

Condensed Statements of Operations and Comprehensive Income (Loss)

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Product sales	$	12,690	$	10,443	$	34,807	$	31,190
Licensing, royalty, patent, and other revenue	1,370		1,650		5,592		5,969
Total revenue	14,060		12,093		40,399		37,159
Cost of product sales	6,628		5,751		18,823		16,989
Cost of licensing, royalty, patent, and other revenue	226		390		849		842
Total cost of sales	6,854		6,141		19,672		17,831
Gross profit	7,206		5,952		20,727		19,328
Operating expenses:
Research and development	3,583		3,384		10,519		10,259
General and administrative	3,690		3,363		11,170		10,653
Sales and marketing	1,478		1,320		4,476		3,950
Total operating expenses	8,751		8,067		26,165		24,862
Loss from operations	(1,545)		(2,115)		(5,438)		(5,534)
Interest income	432		463		1,263		1,325
Other income, net	1,164		3,933		2,394		3,862
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:
Basic	$	0.00	$	0.10	$	(0.08)	$	(0.02)
Diluted	$	0.00	$	0.10	$	(0.08)	$	(0.02)
Weighted average shares of common stock outstanding:
Basic	22,669,872		21,767,380		22,456,079		21,529,738
Diluted	23,147,119		21,985,175		22,456,079		21,529,738

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

Table of Contents

EVERSPIN TECHNOLOGIES, INC.

Condensed Statements of Stockholders’ Equity

(In thousands, except share and per share amounts)

(Unaudited)


	Nine Months Ended September 30, 2025
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2024	22,059,697	$	2	$	199,460	$	(136,869)	$	62,593
Exercise of stock options	10,620	—		29		—		29
Issuance of common stock under stock incentive plans	281,828	—		—		—		—
Stock-based compensation expense	—	—		1,577		—		1,577
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
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
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2023	21,080,472	$	2	$	191,569	$	(137,650)	$	53,921
Exercise of stock options	96,116	—		353		—		353
Issuance of common stock under stock incentive plans	229,923	—		—		—		—
Stock-based compensation expense	—	—		1,714		—		1,714
Net loss	—	—		—		(202)		(202)
Balance at March 31, 2024	21,406,511	$	2	$	193,636	$	(137,852)	$	55,786
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.

Table of Contents

EVERSPIN TECHNOLOGIES, INC.

Condensed Statements of Cash Flows

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities
Net loss	$	(1,782)	$	(433)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2,561		1,197
Gain on sale of property and equipment	(25)		—
Stock-based compensation	4,403		5,108
Changes in operating assets and liabilities:
Accounts receivable	3,034		147
Inventory	(2,709)		(50)
Prepaid expenses and other current assets	398		(3,597)
Other assets	(17)		(88)
Accounts payable	(590)		236
Accrued liabilities	532		(2,248)
Deferred revenue	887		36
Contract obligations	489		2,953
Lease liabilities, net	44		5
Long-term income tax liability	111		—
Net cash provided by operating activities	7,336		3,266
Cash flows from investing activities
Purchases of property and equipment	(3,239)		(1,302)
Purchases of intangible assets	(1,494)		—
Net cash used in investing activities	(4,733)		(1,302)
Cash flows from financing activities
Payments on finance leases	(50)		—
Proceeds from exercise of stock options and purchase of shares in employee stock purchase plan	607		678
Net cash provided by financing activities	557		678
Net increase in cash and cash equivalents	3,160		2,642
Cash and cash equivalents at beginning of period	42,097		36,946
Cash and cash equivalents at end of period	$	45,257	$	39,588
Supplementary cash flow information:
Cash paid for taxes	$	38	$	—
Operating cash flows paid for operating leases	$	1,061	$	1,049
Financing cash flows paid for finance leases	$	50	$	47
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	$	302	$	36

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

Table of Contents

EVERSPIN TECHNOLOGIES, INC.

Notes to Unaudited Condensed Financial Statements

1. Organization and Nature of Business

Everspin Technologies, Inc. (“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.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2024, has been derived from the audited financial statements at that date but does not include all of the information required by GAAP for complete financial statements. 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 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, 2024, 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

The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, fair value of assets and liabilities, inventory net realizable value, deferred tax assets and related valuation allowances, and stock-based compensation. The Company believes its estimates and assumptions are reasonable; however, actual results may differ from the Company’s estimates.

Segment Information

The Company’s MRAM technology solutions are sold as products and services through MRAM-based products, licenses and royalties of MRAM and magnetic sensor technology and backend foundry and design services. The Company identifies and manages the business activities in one reportable segment. The Company’s Chief Executive Officer is the Chief Operating Decision Maker (CODM). 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

Table of Contents

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.

Cash and Cash Equivalents

The Company considers all highly liquid, short-term investments with maturity dates of 90 days or less at the date of purchase to be cash equivalents. The Company’s cash equivalents consist solely of money market funds.

Accounts Receivable, Net

The Company establishes an allowance for product returns. The Company analyzes historical returns, current economic trends and changes in customer demand and acceptance of products when evaluating the adequacy of sales returns. Returns are processed as credits on future purchases and, as a result, the allowance is recorded against the balance of trade accounts receivable. In addition, the Company, from time to time, may establish an allowance for estimated price adjustments related to its distributor agreements. The Company estimates credits to distributors based on the historical rate of credits provided to distributors relative to sales and evaluation of current market conditions.

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


	September 30, 2025		December 31, 2024
Trade accounts receivable	$	9,016	$	11,944
Unbilled accounts receivable	122		187
Allowance for product returns and price adjustments	(450)		(409)
Accounts receivable, net	$	8,688	$	11,722

Concentration of Credit Risk

Financial instruments that potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents that are held by a financial institution in the United States and accounts receivable. Amounts on deposit with a financial institution may at times exceed federally insured limits.

Significant customers are those which represent more than 10% of the Company’s total revenue or net accounts receivable balance at each respective balance sheet date. For the purposes of this disclosure, the Company defines “customer” as the entity that is purchasing the products or licenses directly from the Company, which includes the distributors of the Company’s products in addition to end customers that the Company sells to directly. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable, net are as follows:


	Revenue								Accounts Receivable
	Three Months Ended September 30,				Nine Months Ended September 30,				September 30, 2025		December 31, 2024
Customers	2025		2024		2025		2024
Customer A	*		*		11	%	*		*		*
Customer B	*		32	%	*		27	%	*		61	%
Customer C	34	%	*		22	%	*		42	%	*
Customer D	*		11	%	*		*		*		*

_______________________________

*Less than 10%

Table of Contents

Fair Value of Financial Instruments

Fair value is defined as an exit price, representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. The framework for measuring fair value provides a three-tier hierarchy prioritizing inputs to valuation techniques used in measuring fair value as follows:

Level 1— Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2— Inputs, other than quoted prices for identical assets or liabilities in active markets, which are observable either directly or indirectly; and

Level 3— Unobservable inputs in which there is little or no market data requiring the reporting entity to develop its own assumptions.

The carrying value of accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments. The Company’s financial instruments consist of Level 1 assets. Where quoted prices are available in an active market, securities are classified as Level 1. 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
Assets:
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 ASU 2023-09 effective January 1, 2025, on a prospective basis. The adoption of ASU 2023-09 did not have a significant impact to the condensed financial statements.

Recently Issued Accounting Pronouncements Under Evaluation

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about selling expenses. ASU 2024-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, on a prospective basis, with the option for retrospective application. 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. 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. ASU 2025-05 is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods in those fiscal

Table of Contents

years. 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.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software, which updates guidance for recognizing software development costs to better align the accounting with how software is developed. The update removes references to development stages, introduces a probable completion threshold, and incorporates website development costs into the internal-use software framework under ASC Topic 350. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those fiscal years, on a prospective basis, with the option for retrospective application. 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.

3. Statements of Operations and Comprehensive Income (Loss) Components

Revenue

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 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
Distributor	$	12,094	$	10,152	$	28,743	$	29,666
Non-distributor	1,966		1,941		11,656		7,493
Total revenue	$	14,060	$	12,093	$	40,399	$	37,159

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
Point in time	$	12,833	$	10,557	$	35,407	$	31,586
Over time	1,227		1,536		4,992		5,573
Total revenue	$	14,060	$	12,093	$	40,399	$	37,159

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
Product sales	$	12,690	$	10,443	$	34,807	$	31,190
Licensing	9		1,195		1,163		4,722
Royalties	143		114		600		396
Other revenue	1,218		341		3,829		851
Total revenue	$	14,060	$	12,093	$	40,399	$	37,159

Table of Contents

The Company recognizes revenue in three primary geographic regions: Asia-Pacific (APAC); North America; 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
APAC	$	8,571	$	7,923	$	24,412	$	21,163
North America	2,497		1,874		7,906		7,857
EMEA	2,992		2,296		8,081		8,139
Total revenue	$	14,060	$	12,093	$	40,399	$	37,159

Other Income, Net

On August 14, 2024, the Company received a strategic award to develop a long-term plan to provide manufacturing services for aerospace and defense segments (the Award). Under the Award, the Company will provide a plan to mitigate risks to its MRAM manufacturing supply chain. Pursuant to the Award, the Company may receive cash payments upon the achievement of certain technical tasks and deliverables. The Award allows for milestones totaling up to approximately $14.6 million for the Company over a span of 2.5 years.

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. 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.

4. Balance Sheet Components

Inventory

Inventory consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Raw materials	$	220	$	238
Work-in-process	9,989		7,510
Finished goods	1,610		1,362
Total inventory	$	11,819	$	9,110

Table of Contents

Property and Equipment, Net

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


	September 30, 2025		December 31, 2024
Manufacturing equipment	$	15,147	$	14,199
Computer and network equipment	741		602
Furniture and fixtures	113		113
Construction in Progress	739		—
Leasehold improvements	1,476		1,476
Total property and equipment, gross	18,216		16,390
Less: accumulated depreciation	(14,142)		(13,170)
Total property and equipment, net	$	4,074	$	3,220

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.

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
	Weighted- Average Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Internal-use software	1.3	$	4,446	$	(2,300)	$	2,146
Total intangible assets		$	4,446	$	(2,300)	$	2,146


	December 31, 2024
	Weighted- Average Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Internal-use software	2.0	$	4,389	$	(973)	$	3,416
Total intangible assets		$	4,389	$	(973)	$	3,416

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.

Table of Contents

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	September 30 2025		December 31 2024
Payroll-related expenses	$	1,969	$	1,606
Inventory	395		157
Other	616		686
Total accrued liabilities	$	2,980	$	2,449

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. 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 $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.

Table of Contents

5. Leases

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. 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
Remainder of 2025	$	370
2026	1,497
2027	1,380
2028	595
Thereafter	48
Total lease payments	3,890
Less: imputed interest	(222)
Total lease liabilities	3,668
Less: current portion of lease liabilities	(1,361)
Total lease liabilities, net of current portion	$	2,307

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


	September 30, 2025		December 31, 2024
Weighted-average remaining lease term (years)	2.68		3.39
Weighted-average discount rate	4.50	%	4.50	%

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


	September 30, 2025		December 31, 2024
Weighted-average remaining lease term (years)	3.42		4.15
Weighted-average discount rate	3.90	%	3.90	%

Table of Contents

6. Stock-Based Compensation

Share-Based Compensation Expense

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
General and administrative	$	678	$	632	$	2,083	$	2,592
Research and development	424		710		1,358		1,979
Sales and marketing	144		190		454		537
Cost of sales	161		—		508		—
Total stock-based compensation	$	1,407	$	1,532	$	4,403	$	5,108

Summary of Stock Option Activity

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


	Options Outstanding
	Number of Options	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (In thousands)
Balance—December 31, 2024	1,521,857	$	6.04	5.9	$	1,507
Options granted	—
Options exercised	(82,823)	$	4.26		$	194
Options cancelled/forfeited	(14,144)	$	7.20
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.

2016 Employee Stock Purchase Plan

In January 2025, there was an increase of 220,596 shares reserved for issuance under the Company’s Employee Stock Purchase Plan (ESPP) pursuant to the terms of the 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.

Table of Contents

Restricted Stock Units

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


	RSUs Outstanding
	Number of Restricted Stock Units	Weighted- Average Grant Date Fair Value Per Share
Balance—December 31, 2024	987,965	$	7.89
Granted	996,561	$	5.80
Vested	(553,328)	$	7.24
Cancelled/forfeited	(23,674)	$	6.96
Balance—September 30, 2025	1,407,524	$	6.68

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.

7. Significant Agreements

GLOBALFOUNDRIES, Inc. Joint Development Agreement

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. 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.

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.

Table of Contents

8. 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 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.

The following tables set forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):

Basic and diluted EPS


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net income (loss)	$	54	$	2,271	$	(1,782)	$	(433)
Net income (loss) attributable to common stockholders, diluted	$	54	$	2,271	$	(1,782)	$	(433)

Denominator:
Weighted-average shares of common stock outstanding, basic	22,669,872		21,767,380		22,456,079		21,529,738
Weighted-average shares of common stock outstanding, diluted	23,147,119		21,985,175		22,456,079		21,529,738
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.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed financial statements and related notes included in Part I, Item 1 of this report and with our audited financial statements and related notes thereto included as part of our Annual Report on Form 10-K for the year ended December 31, 2024.

Forward-Looking Statements

This discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Forward-looking statements are identified by words such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or similar expressions. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition, or state other “forward-looking” information. These statements relate to, among other things, our industry, business, future plans, strategies, objectives, expectations, intentions and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in this report in Part II, Item 1A — “Risk Factors,” and elsewhere in this report, as well as in our other filings with the Securities and Exchange Commission (SEC). Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. These statements, like all statements in this report, speak only as of their date, and we undertake no obligation to update or revise these statements in light of future developments. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into or review of, all relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely on these statements. We caution investors that our business and financial performance are subject to substantial risks and uncertainties.

Overview

Everspin is a pioneer in the successful commercialization of Magnetoresistive Random Access Memory (MRAM) technology. Our portfolio of MRAM technologies, including Toggle MRAM and Spin-transfer Torque MRAM (STT-MRAM), is delivering superior performance, persistence and reliability in non-volatile memories that transform how mission-critical data is protected against power loss. With over 15 years of MRAM technology and manufacturing leadership, our memory solutions deliver significant value to our customers in key markets such as industrial, medical, automotive/transportation, aerospace and data center. We are the leading supplier of discrete MRAM components and a successful licensor of our broad portfolio of related technology intellectual property.

We sell our products directly and through our established distribution channels to industry-leading OEMs and ODMs.

We manufacture our MRAM products using both captive and third-party manufacturing capabilities. We purchase industry-standard complementary metal-oxide semiconductor (CMOS) wafers from semiconductor foundries and perform back end of line (BEOL) processing that includes our magnetic-bit technology at our 200mm fabrication facility in Chandler, Arizona. We also manufacture full-flow 300mm CMOS wafers with our STT-MRAM magnetic-bit technology integrated in BEOL as part of our strategic relationship with GLOBALFOUNDRIES.

Key Metrics

We monitor a variety of key financial metrics to help us evaluate trends, establish budgets, measure the effectiveness of our business strategies, and assess operational efficiencies. These financial metrics include revenue, gross margin, operating expenses and operating income determined in accordance with GAAP. Additionally, we monitor and project cash flow to determine our sources and uses for working capital to fund our operations. We also monitor Adjusted net income, a non-GAAP financial measure, and design wins. We define Adjusted net income as net income adjusted for stock-based compensation expense.

Table of Contents

Adjusted net income. Our management and board of directors use Adjusted net income to assess and evaluate our overall performance and financial trends, inform the annual budgeting process, and guide both short-term and long-term operational and strategic planning. As such, we believe Adjusted net income provides meaningful insight for investors into our financial performance, consistent with how our management team and board view and analyze our results. Adjusted net income is a non-GAAP financial measure and should be considered alongside, but not as a replacement for or superior to, net income as reported in accordance with GAAP. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted net income for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

					(in thousands)
Adjusted Net Income (Loss) reconciliation:
Net income (loss)	$	54	$	2,271	$	(1,782)	$	(433)
Stock-based compensation expense	1,407		1,532		4,403		5,108
Adjusted Net Income (Loss)	$	1,461	$	3,803	$	2,621	$	4,675

Results of Operations

The following tables set forth our results of operations for the periods indicated:


	Three Months Ended September 30,
	2025		2024		2025		2024

	(In thousands)				(As a percentage of revenue)
Product sales	$	12,690	$	10,443	90	%	86	%
Licensing, royalty, patent, and other revenue	1,370		1,650		10		14
Total revenue	14,060		12,093		100		100
Cost of product sales	6,628		5,751		47		48
Cost of licensing, royalty, patent, and other revenue	226		390		2		3
Total cost of sales	6,854		6,141		49		51
Gross profit	7,206		5,952		51		49
Operating expenses:
Research and development	3,583		3,384		25		28
General and administrative	3,690		3,363		26		28
Sales and marketing	1,478		1,320		11		11
Total operating expenses	8,751		8,067		62		67
Loss from operations	(1,545)		(2,115)		(11)		(17)
Interest income	432		463		3		3
Other income, net	1,164		3,933		8		33
Net income before income taxes	51		2,281		—		19
Income tax benefit (expense)	3		(10)		—		—
Net income and comprehensive income	$	54	$	2,271	—	%	19	%

Table of Contents

Comparison of the three months ended September 30, 2025 and 2024

Revenue

We generated 86% and 84% of our revenue from products sold to distributors for the three months ended September 30, 2025 and 2024, respectively.

In addition to selling our products to our distributors, we maintain a direct selling relationship, for strategic purposes, with several key customer accounts. We have organized our sales team and representatives into three primary regions: North America; EMEA; and APAC. We recognize revenue by geography based on the region in which our customer is located and to which our products are sold, and not to where the end products in which they are assembled are shipped. Our revenue by region and by type of revenue for the periods indicated were as follows (in thousands):


	Three Months Ended September 30,
	2025		2024
APAC	$	8,571	$	7,923
North America	2,497		1,874
EMEA	2,992		2,296
Total revenue	$	14,060	$	12,093


	Three Months Ended September 30,				Change
	2025		2024		Amount		%

	(Dollars in thousands)
Product sales	$	12,690	$	10,443	$	2,247	21.5	%
Licensing, royalty, patent, and other revenue	1,370		1,650		(280)		(17.0)	%
Total revenue	$	14,060	$	12,093	$	1,967	16.3	%

Total revenue increased by $2.0 million, or 16.3%, from $12.1 million during the three months ended September 30, 2024 to $14.1 million during the three months ended September 30, 2025. The increase was due to an increase in product sales of $2.2 million, and partially offset by a decrease of licensing, royalty, patent, and other revenue of $0.3 million.

Licensing, royalty, patent, and other revenue is a highly variable revenue item characterized by a small number of transactions annually with revenue based on size and terms of each transaction. Licensing, royalty, patent, and other revenue decreased by $0.3 million, or 17.0% from $1.7 million during the three months ended September 30, 2024, to $1.4 million during the three months ended September 30, 2025. The decrease was primarily due to the reduced pace of deliverables in our contractual agreements with customers for the development of RAD-Hard products, along with the conclusion of a contractual arrangement with a customer for the development of reliability models for strategic radiation hardened toggle MRAM, and partially offset by a new agreement for the development of an AI technology application.

Table of Contents

Cost of Sales and Gross Margin


	Three Months Ended September 30,						Change
	2025			2024			Amount		%

	(Dollars in thousands)
Cost of product sales	$	6,628		$	5,751		$	877	15.2	%
Cost of licensing, royalty, patent, and other revenue	226			390			(164)		(42.1)	%
Total cost of sales	$	6,854		$	6,141		$	713	11.6	%
Gross margin	51.3		%	49.2		%

Cost of product sales increased by $0.9 million, or 15.2%, from $5.8 million during the three months ended September 30, 2024, to $6.6 million during the three months ended September 30, 2025. Cost of product sales relate primarily to costs of our toggle and STT products.

Cost of licensing, royalty, patent, and other revenue slightly decreased by $0.2 million, or 42.1% from $0.4 million during the three months ended September 30, 2024, to $0.2 million during the three months ended September 30, 2025. The decrease was primarily due to a decrease in licensing costs related to labor and materials associated with the progression of our RAD-Hard projects.

Gross margin increased from 49.2% during the three months ended September 30, 2024, to 51.3% during the three months ended September 30, 2025. Gross margin increased as a result of improved yields and improved fabrication facility ("Fab") utilization.

Operating Expenses

Our operating expenses consist of research and development, general and administrative and sales and marketing expenses. Personnel-related expenses, including salaries, benefits, bonuses and stock-based compensation, are among the most significant components of each of our operating expense categories.


	Three Months Ended September 30,						Change
	2025			2024			Amount		%

	(Dollars in thousands)
Research and development	$	3,583		$	3,384		$	199	5.9	%
Research and development as a % of revenue	25		%	28		%

Research and Development Expenses. Research and development expenses increased by $0.2 million, or 5.9%, from $3.4 million during the three months ended September 30, 2024, to $3.6 million during the three months ended September 30, 2025. Research and development expenses relate primarily to the development and enhancement of our new Extended Serial Peripheral Interface (xSPI) family of STT-MRAM products, which offer high-performance, multiple I/O, SPI-compatibility and feature a high-speed, low pin count SPI compatible interface.

Table of Contents


	Three Months Ended September 30,						Change
	2025			2024			Amount		%

	(Dollars in thousands)
General and administrative	$	3,690		$	3,363		$	327	9.7	%
General and administrative as a % of revenue	26		%	28		%

General and Administrative Expenses. General and administrative expenses increased by $0.3 million, or 9.7%, from $3.4 million during the three months ended September 30, 2024, to $3.7 million during the three months ended September 30, 2025. The increase is primarily due to increases in professional service fees.


	Three Months Ended September 30,						Change
	2025			2024			Amount		%

	(Dollars in thousands)
Sales and marketing	$	1,478		$	1,320		$	158	12.0	%
Sales and marketing as a % of revenue	11		%	11		%

Sales and Marketing Expenses. Sales and marketing expenses increased by $0.2 million, or 12.0%, from $1.3 million during the three months ended September 30, 2024, to $1.5 million during the three months ended September 30, 2025. Sales and marketing expenses relate primarily to compensation costs and contract labor.


	Three Months Ended September 30,				Change
	2025		2024		Amount		%

	(Dollars in thousands)
Interest income	$	432	$	463	$	(31)	(6.7)	%

Interest income decreased by $31,000, or 6.7%, from $0.5 million interest income during the three months ended September 30, 2024, to $0.4 million interest income during the three months ended September 30, 2025. The decrease is primarily due to the decrease in interest rates.

Other Income, Net


	Three Months Ended September 30,				Change
	2025		2024		Amount		%

	(Dollars in thousands)
Other income, net	$	1,164	$	3,933	$	(2,769)	(70.4)	%

Other income, net decreased by $2.8 million, or 70.4%, from $3.9 million other expense during the three months ended September 30, 2024, to $1.2 million other income during the three months ended September 30, 2025. Other income relates primarily to other income recognized from a strategic award we received to develop a long-term plan to provide manufacturing services for aerospace and defense segments.

Table of Contents


	Nine Months Ended September 30,
	2025		2024		2025		2024

	(In thousands)				(As a percentage of revenue)
Product sales	$	34,807	$	31,190	86	%	84	%
Licensing, royalty, patent, and other revenue	5,592		5,969		14		16
Total revenue	40,399		37,159		100		100
Cost of product sales	18,823		16,989		47		46
Cost of licensing, royalty, patent, and other revenue	849		842		2		2
Total cost of sales	19,672		17,831		49		48
Gross profit	20,727		19,328		51		52
Operating expenses:
Research and development	10,519		10,259		26		28
General and administrative	11,170		10,653		28		29
Sales and marketing	4,476		3,950		11		11
Total operating expenses	26,165		24,862		65		67
Loss from operations	(5,438)		(5,534)		(13)		(15)
Interest income	1,263		1,325		3		4
Other income, net	2,394		3,862		6		10
Net loss before income taxes	(1,781)		(347)		(4)		(1)
Income tax expense	(1)		(86)		—		—
Net loss and comprehensive loss	$	(1,782)	$	(433)	(4)	%	(1)	%

Comparison of the nine months ended September 30, 2025 and 2024

Revenue

We generated 71% and 80% of our revenue from products sold to distributors for the nine months ended September 30, 2025 and 2024, respectively.

Our revenue by region and by type of revenue for the periods indicated were as follows (in thousands).


	Nine Months Ended September 30,
	2025		2024
APAC	$	24,412	$	21,163
North America	7,906		7,857
EMEA	8,081		8,139
Total revenue	$	40,399	$	37,159


	Nine Months Ended September 30,				Change
	2025		2024		Amount		%

	(Dollars in thousands)
Product sales	$	34,807	$	31,190	$	3,617	11.6	%
Licensing, royalty, patent, and other revenue	5,592		5,969		(377)		(6.3)	%
Total revenue	$	40,399	$	37,159	$	3,240	8.7	%

Table of Contents

Total revenue increased by $3.2 million, or 8.7%, from $37.2 million during the nine months ended September 30, 2024 to $40.4 million during the nine months ended September 30, 2025. The increase was due to increase in product sales revenue of $3.6 million.

Licensing, royalty, patent, and other revenue decreased by $0.4 million, or 6.3% from $6.0 million during the nine months ended September 30, 2024, to $5.6 million during the nine months ended September 30, 2025. The decrease was primarily due to the conclusion of a contractual arrangement with a customer for the development of reliability models for strategic radiation hardened toggle MRAM, and by the reduced pace of deliverables in our contractual agreements with customers for the development of RAD-Hard products a new agreement for the development of an AI technology application.

Cost of Sales and Gross Margin


	Nine Months Ended September 30,						Change
	2025			2024			Amount		%

	(Dollars in thousands)
Cost of product sales	$	18,823		$	16,989		$	1,834	10.8	%
Cost of licensing, royalty, patent, and other revenue	849			842			7		0.8	%
Total cost of sales	$	19,672		$	17,831		$	1,841	10.3	%
Gross margin	51.3		%	52.0		%

Cost of product sales increased by $1.8 million, or 10.8%, from $17.0 million during the nine months ended September 30, 2024, to $18.8 million during the nine months ended September 30, 2025. Cost of product sales relate primarily to costs of our toggle and STT products.

Cost of licensing, royalty, patent, and other revenue remained consistent at $0.8 million during the nine months ended September 30, 2024 and 2025, respectively.

Gross margin decreased from 52.0% during the nine months ended September 30, 2024, to 51.3% during the nine months ended September 30, 2025. Gross margin decreased as a result of a decrease in other revenue.

Operating Expenses


	Nine Months Ended September 30,						Change
	2025			2024			Amount		%

	(Dollars in thousands)
Research and development	$	10,519		$	10,259		$	260	2.5	%
Research and development as a % of revenue	26		%	28		%

Research and Development Expenses

Research and development expenses increased by $0.3 million, or 2.5%, from $10.3 million during the nine months ended September 30, 2024, to $10.5 million during the nine months ended September 30, 2025. Research and development expenses relate primarily to the development and enhancement of our new Extended Serial Peripheral Interface (xSPI) family of STT-MRAM products, which offer high-performance, multiple I/O, SPI-compatibility and feature a high-speed, low pin count SPI compatible interface.

Table of Contents


	Nine Months Ended September 30,						Change
	2025			2024			Amount		%

	(Dollars in thousands)
General and administrative	$	11,170		$	10,653		$	517	4.9	%
General and administrative as a % of revenue	28		%	29		%

General and Administrative Expenses. General and administrative expenses increased by $0.5 million, or 4.9%, from $10.7 million during the nine months ended September 30, 2024, to $11.2 million during the nine months ended September 30, 2025. The increase is primarily due to one-time professional service fees.


	Nine Months Ended September 30,						Change
	2025			2024			Amount		%

	(Dollars in thousands)
Sales and marketing	$	4,476		$	3,950		$	526	13.3	%
Sales and marketing as a % of revenue	11		%	11		%

Sales and Marketing Expenses. Sales and marketing expenses increased by $0.5 million, or 13.3%, from $4.0 million during the nine months ended September 30, 2024, to $4.5 million during the nine months ended September 30, 2025. Sales and marketing expenses relate primarily to compensation costs and contract labor.


	Nine Months Ended September 30,				Change
	2025		2024		Amount		%

	(Dollars in thousands)
Interest income	$	1,263	$	1,325	$	(62)	(4.7)	%

Interest income remained consistent at $1.3 million during the nine months ended September 30, 2024 and 2025, respectively.

Other Income, Net


	Nine Months Ended September 30,				Change
	2025		2024		Amount		%

	(Dollars in thousands)
Other income, net	$	2,394	$	3,862	$	(1,468)	(38.0)	%

Other income, net decreased by $1.5 million, or 38.0%, from $3.9 million other expense during the nine months ended September 30, 2024, to $2.4 million other income during the nine months ended September 30, 2025. Other income relates primarily to income recognized from a strategic award we received to develop a long-term plan to provide manufacturing services for aerospace and defense industries.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.

Liquidity and Capital Resources

As of September 30, 2025, we had $45.3 million of cash and cash equivalents, compared to $42.1 million as of December 31, 2024. We believe our cash and cash equivalents are sufficient to meet our anticipated capital requirements in

Table of Contents

the next 12 months. Our long-term capital requirements will depend on many factors, including, among other things, our growth rate, the timing and extent of our spending to support research and development activities, the timing and cost of establishing additional sales and marketing capabilities, and the introduction of new products.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):


	Nine Months Ended September 30,
	2025		2024

	(In thousands)
Cash provided by operating activities	$	7,336	$	3,266
Cash used in investing activities	(4,733)		(1,302)
Cash provided by financing activities	557		678

Cash Flows From Operating Activities

During the nine months ended September 30, 2025, cash provided by operating activities was $7.3 million, which consisted of net loss of $1.8 million, non-cash charges of $6.9 million and changes of net operating assets and liabilities of $2.2 million. The non-cash charges consisted of stock-based compensation of $4.4 million and depreciation and amortization of $2.6 million. The change in our net operating assets and liabilities was primarily due to a decrease in accounts receivable of $3.0 million, an increase in deferred revenue of $0.9 million, an increase in accrued liabilities of $0.5 million, an increase in contract obligation of $0.5 million, a decrease in prepaid and other current assets of $0.4 million, an increase in long-term income tax liability of $0.1 million, offset by an increase in inventory of $2.7 million and a decrease in accounts payable of $0.6 million.

During the nine months ended September 30, 2024, cash provided by operating activities was $3.3 million, which consisted of net loss of $0.4 million, non-cash charges of $6.3 million and changes of net operating assets and liabilities of $2.6 million. The non-cash charges primarily consisted of stock-based compensation of $5.1 million, depreciation and amortization of $1.2 million. The change in our net operating assets and liabilities was primarily due to an increase in accounts payable of $0.2 million, an increase in contract obligations of $3.0 million, an increase in prepaid and other current assets of $3.6 million, a decrease in accounts receivable of $0.1 million due to timing of cash receipts for outstanding balances, and a decrease in accrued liabilities of $2.2 million.

Cash Flows From Investing Activities

Cash used in investing activities during the nine months ended September 30, 2025 was $4.7 million due to $3.2 million of purchases of manufacturing equipment and $1.5 million in purchases of intangible assets.

Cash used in investing activities during the nine months ended September 30, 2024 was $1.3 million, reflecting purchases of manufacturing equipment.

Cash Flows From Financing Activities

Cash provided by financing activities during the nine months ended September 30, 2025 was $0.6 million, primarily due to proceeds from the exercise of employee stock options and purchase of shares under our employee stock purchase plan offset by a nominal amount in payments on finance leases.

Cash provided by financing activities during the nine months ended September 30, 2024 was $0.7 million, consisting of proceeds from the exercise of employee stock options and purchase of shares under our employee stock purchase plan.

Critical Accounting Policies and Significant Judgments and Estimates

Our condensed financial statements have been prepared in accordance with GAAP. The preparation of these condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the

Table of Contents

reported revenue generated, and expenses incurred during the reporting periods. We base our estimates on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no changes to our critical accounting policies and estimates described in the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025, that have had a material impact on our condensed financial statements and related notes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

Our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2025.

There have been no changes in our internal control over financial reporting that occurred during the three and nine months ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent limitation on the effectiveness of internal control.

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are not party to any material legal proceedings at this time. From time to time, we may become involved in various legal proceedings that arise in the ordinary course of our business.

Item 1A. Risk Factors

In addition to information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” of our annual report on Form 10-K for our fiscal year ended December 31, 2024 and in “Part II, Item 1A. Risk Factors” of our quarterly report on Form 10-Q for the quarterly period ended March 31, 2025, which set forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results. You should review and consider such Risk Factors in making any investment decision with respect to our securities.

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans.

During the quarter ended September 30, 2025, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.

Type of

Trading Arrangement

Name and Position

Action

Adoption/Termination Date

Rule 10b5-1*

Total Shares of Common Stock to be Sold

Expiration Date

Sanjeev Aggarwal, Chief Executive Officer and Director

Termination

8/11/2025

Up to 100,000

1/9/2026

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Table of Contents

Item 6. Exhibits

EXHIBIT INDEX

Incorporation By Reference

Exhibit
Number

Description

Form

SEC File No.

Exhibit/
Reference

Filing Date

3.1

Amended and Restated Certificate of Incorporation

8-K

001-37900

3.1

10/13/2016

3.1.1

Amendment to Amended and Restated Certificate of Incorporation

8-K

001-37900

3.1

5/22/2019

3.1.2

Amendment to Amended and Restated Certificate of Incorporation

8-K

001-37900

3.1

5/27/2020

3.1.3

Amendment to Amended and Restated Certificate of Incorporation

8-K

001-37900

3.1

5/25/2023

3.2

Amended and Restated Bylaws

8-K

001-37900

3.2

5/22/2019

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act

32.1**

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

__________________________________

Table of Contents

*Filed herewith.

**Furnished herewith. Exhibit 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise specifically stated in such filing.

SIGNATURES

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 thereunto duly authorized.


	Everspin Technologies, Inc.

Date: November 5, 2025	By:	/s/ Sanjeev Aggarwal
		Sanjeev Aggarwal
		Chief Executive Officer
		(Principal Executive Officer)



Date: November 5, 2025	By:	/s/ William Cooper
		William Cooper
		Chief Financial Officer
		(Principal Financial Officer)

Get the next $MRAM alert in real time by email

Date	Price Target	Rating	Analyst
5/1/2025		Buy	Needham
3/3/2022	$12.00 → $13.00	Strong Buy	Needham
11/12/2021	$10.00 → $12.00	Strong Buy	Needham

SEC Form 10-Q filed by Everspin Technologies Inc.

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$MRAM

$MRAM
Press Releases

Everspin Reports Unaudited Third Quarter 2025 Financial Results

Everspin Announces Date of Third Quarter 2025 Financial Results Conference Call

Quintauris and Everspin Technologies Partner to Advance Dependable RISC-V Solutions for Automotive

$MRAM
Insider Trading

President and CEO Aggarwal Sanjeev sold $174,042 worth of shares (17,147 units at $10.15), decreasing direct ownership by 3% to 574,757 units (SEC Form 4)

Director Finch Lawrence G was granted 2,165 shares, increasing direct ownership by 0.50% to 433,005 units (SEC Form 4)

PRESIDENT AND CEO Aggarwal Sanjeev sold $10,643 worth of shares (1,768 units at $6.02), decreasing direct ownership by 0.30% to 591,904 units (SEC Form 4)

$MRAM
SEC Filings