Form 8-K
8-K — EVERSPIN TECHNOLOGIES INC.
Accession: 0001628280-26-067890
Filed: 2026-10-28
Period: 2026-10-28
CIK: 0001438423
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — mram-20261028.htm (Primary)
EX-99.1 (mram-20260930xexx991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: mram-20261028.htm · Sequence: 1
mram-20261028
false000143842300014384232026-10-282026-10-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 28, 2026
Everspin Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
001-37900
(Commission
File Number)
26-2640654
(IRS Employer
Identification No.)
5670 W. Chandler Blvd.
Suite 130
Chandler, Arizona 85226
(Address of principal executive offices, including zip code)
(480) 347-1111
(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 communications 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, par value $0.0001 MRAM The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 October 28, 2026, Everspin Technologies, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2026, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1
Press release dated October 28, 2026.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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 hereunto duly authorized.
Everspin Technologies, Inc.
Dated: October 28, 2026
By: /s/ William Cooper
William Cooper
Chief Financial Officer
EX-99.1
EX-99.1
Filename: mram-20260930xexx991.htm · Sequence: 2
Document
Exhibit 99.1
Everspin Reports Unaudited Third Quarter 2026 Financial Results
Chandler, AZ, October 28, 2026—Everspin Technologies, Inc. (NASDAQ: MRAM), the world’s leading developer and manufacturer of Magnetoresistive Random Access Memory (MRAM) persistent memory solutions, today announced preliminary unaudited financial results for the third quarter ended September 30, 2026.
“Our third quarter results were driven by continued strong product revenue growth. From an end market perspective, growth was led by strength in Industrial Automation, Data Center, Medical and Energy Management,” said Sanjeev Aggarwal, President and Chief Executive Officer. “We continue to execute on opportunities to grow our core business as we bring new products to market and develop next-generation solutions that extend Everspin’s reach into new applications and support our long-term growth strategy.”
Third Quarter 2026 Results
•Total revenue of $20.6 million, compared to $14.1 million in the third quarter of 2025.
•MRAM product sales, which include both Toggle and STT-MRAM revenue, of $16.9 million, compared to $12.7 million in the third quarter of 2025.
•Licensing, royalty, engineering services and other revenue of $3.7 million, compared to $1.4 million in the third quarter of 2025.
•Gross margin of 51.4%, compared to 51.3% in the third quarter of 2025.
•GAAP operating expenses of $18.5 million, compared to $8.8 million in the third quarter of 2025.
•Interest and other income, net, of $0.8 million, compared to $1.6 million in the third quarter of 2025.
•GAAP net loss of $7.2 million, or $(0.29) per share, compared to net income of $54,000, or $0.00 per diluted share, in the third quarter of 2025. GAAP results were significantly impacted by litigation expenses of $6.0 million and regulatory provision of $2.7 million in the current quarter.
•Non-GAAP net income of $3.1 million, or $0.12 per diluted share, compared to non-GAAP net income of $1.5 million, or $0.06 per diluted share, in the third quarter of 2025.
•Cash and cash equivalents as of September 30, 2026, totaled $43.0 million.
“We are pleased to report another quarter of record revenue at the high end of our expectations, driven by strong product and non-product revenue growth. We remain focused on balancing strategic investments in our technology roadmap along with prudent expense management including ongoing litigation costs. We continue to be intensely focused on commercial execution as we grow our revenue and strengthen our competitive position across different industries, while enhancing long-term shareholder value,” said Bill Cooper, Everspin’s Chief Financial Officer.
Business Outlook
For the fourth quarter of 2026, Everspin expects total revenue in a range of $21.5 million to $22.5 million, and GAAP net loss per share to be between $(0.13) and $(0.08). Non-GAAP net income per diluted share is anticipated to be between $0.13 and $0.18.
A reconciliation of non-GAAP guidance measures to corresponding GAAP guidance measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, expenses that may be incurred in the future. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of Everspin’s common stock, and Everspin’s future hiring and retention needs, all of which are difficult to predict and subject to constant change. Additionally, litigation expenses are highly dependent on case related activity in any given period and based on the actions of a third-party which are difficult to predict and subject to change. These factors could be material to Everspin’s results computed in accordance with GAAP. This outlook is dependent on Everspin’s current expectations, which may be impacted by, among other things, evolving external conditions, such as public health-related events or outbreaks, local safety guidelines, worsening impacts due to supply chain constraints or interruptions, including general market and semiconductor industry volatility, and the other risk factors described in Everspin’s filings with the Securities and Exchange Commission (the “SEC”), including its
Annual Report on Form 10-K for the fiscal year ended December 31, 2025, its Quarterly Reports on Form 10-Q filed with the SEC during 2026, as well as in its subsequent filings with the SEC.
Use of Non-GAAP Financial Measures
Everspin supplements the reporting of its financial information determined under generally accepted accounting principles in the United States of America (GAAP) with Non-GAAP financial measures including gross profit, gross margin, operating expenses, operating income (loss), operating margin, net income (loss), and EPS which are defined as the GAAP financial measures excluding the effect of stock-based compensation, non-recurring engineering expenses related to the company’s foundry agreement with Microchip and litigation costs. Everspin’s GAAP tax rate is effectively zero due to NOL carryforwards, thus a Non-GAAP tax rate is not included as a Non-GAAP financial measure.
Everspin’s management and board of directors use these non-GAAP measures to understand and evaluate its operating performance and trends, to prepare and approve its annual budget and to develop short-term and long-term operating and financing plans. Accordingly, Everspin believes that these non-GAAP measures provide useful information for investors in understanding and evaluating its operating results in the same manner as its management and board of directors. These non-GAAP financial measures should be considered in addition to, not as superior to, or as a substitute for, financial measures reported in accordance with GAAP. Moreover, other companies may define these non-GAAP measures differently, which limits the usefulness of this measure for comparisons with such other companies. Everspin encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. Please see the tables included at the end of this release for the reconciliation of GAAP to non-GAAP results.
Conference Call
Everspin will host a conference call for analysts and investors on Wednesday, October 28, 2026, at 5:00 p.m. Eastern Time.
Dial-in details: To access the call by phone, please go to this link and you will be provided with dial-in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time.
The live webcast of the call will be accessible on Everspin’s website at investor.everspin.com. Approximately two hours after the conclusion of the live event, an archived webcast of the conference call will be accessible from the Investor Relations section of Everspin’s website for twelve months.
About Everspin Technologies
Everspin Technologies, Inc. is the world’s leading provider of Magnetoresistive RAM (MRAM). Everspin MRAM delivers the industry’s most robust, highest-performance non-volatile memory for industrial, data center, automotive, aerospace and other mission-critical applications where data persistence is essential. Headquartered in Chandler, Arizona, Everspin provides commercially available MRAM solutions to a large and diverse customer base. For more information, visit www.everspin.com. NASDAQ: MRAM.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding future results that involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including, but not limited to the statements made under the caption “Business Outlook.” Forward-looking statements are identified by words such as “expects,” “anticipates” or similar expressions. These include, but are not limited to, Everspin’s future financial performance, including the outlook for fourth quarter 2026 results. Actual results could differ materially from these forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks set forth under the caption “Risk Factors” in Everspin’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 4, 2026, and its Quarterly Reports on Form 10-Q filed with the SEC during 2026, as well as in its subsequent filings with the SEC. Any forward-looking statements made by Everspin in this press release speak only as of the date on which they are made and subsequent events may cause these expectations to change. Everspin disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise, except as required by law.
Investor Relations:
Monica Gould
The Blueshirt Group
T: 212-871-3927
ir@everspin.com
EVERSPIN TECHNOLOGIES, INC.
Condensed Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
September 30,
2026 December 31,
2025
Assets
Current assets:
Cash and cash equivalents $ 43,042 $ 44,450
Accounts receivable, net 11,066 8,101
Inventory 13,959 10,734
Prepaid expenses and other current assets 1,721 1,877
Total current assets 69,788 65,162
Property and equipment, net 15,503 14,140
Intangible assets, net 458 1,714
Right-of-use assets 2,416 3,251
Other assets 1,960 342
Total assets $ 90,125 $ 84,609
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 9,914 $ 5,180
Accrued liabilities 9,311 3,651
Lease liabilities, current portion 1,427 1,381
Contract obligations — 1,472
Software liabilities, current portion 449 1,769
Total current liabilities 21,101 13,453
Lease liabilities, net of current portion 1,063 1,956
Software liabilities, net of current portion 17 15
Long-term income tax liability 276 268
Total liabilities $ 22,457 $ 15,692
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, 2026 and December 31, 2025 — —
Common stock, $0.0001 par value per share; 100,000,000 shares authorized; 24,418,092 and 22,977,797 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively 2 2
Additional paid-in capital 216,183 206,370
Accumulated deficit (148,517) (137,455)
Total stockholders’ equity 67,668 68,917
Total liabilities and stockholders’ equity $ 90,125 $ 84,609
EVERSPIN TECHNOLOGIES, INC.
Condensed Statements of Operations and Comprehensive (Loss) Income
(In thousands, except share and per share amounts)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Product sales $ 16,945 $ 12,690 $ 46,358 $ 34,807
Licensing, royalty, engineering services and other revenue
3,703 1,370 7,898 5,592
Total revenue 20,648 14,060 54,256 40,399
Cost of product sales 9,622 6,628 24,873 18,823
Cost of licensing, royalty, engineering services and other revenue
417 226 834 849
Total cost of sales 10,039 6,854 25,707 19,672
Gross profit 10,609 7,206 28,549 20,727
Operating expenses:
Research and development 3,553 3,583 11,996 10,519
General and administrative 13,029 3,690 25,917 11,170
Sales and marketing 1,956 1,478 5,664 4,476
Total operating expenses 18,538 8,751 43,577 26,165
Loss from operations (7,929) (1,545) (15,028) (5,438)
Interest income
351 432 984 1,263
Other income, net 413 1,164 2,997 2,394
Net (loss) income before income taxes
(7,165) 51 (11,047) (1,781)
Income tax (expense) benefit
(10) 3 (13) (1)
Net (loss) income and comprehensive (loss) income
$ (7,175) $ 54 $ (11,060) $ (1,782)
Net (loss) income per common share:
Basic $ (0.29) $ 0.00 $ (0.46) $ (0.08)
Diluted $ (0.29) $ 0.00 $ (0.46) $ (0.08)
Weighted average shares of common stock outstanding:
Basic 24,365,922 22,669,872 23,799,950 22,456,079
Diluted 24,365,922 23,147,119 23,799,950 22,456,079
EVERSPIN TECHNOLOGIES, INC.
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended September 30,
2026 2025
Cash flows from operating activities
Net loss $ (11,060) $ (1,782)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 2,119 2,561
Gain on sale of property and equipment — (25)
Stock-based compensation 4,205 4,403
Changes in operating assets and liabilities:
Accounts receivable (2,966) 3,034
Inventory (3,225) (2,709)
Prepaid expenses and other current assets 156 398
Other assets (450) (17)
Accounts payable 8,234 (590)
Accrued liabilities 6,006 532
Deferred revenue — 887
Contract obligations (1,472) 489
Lease liabilities, net 37 44
Long-term income tax liability 8 111
Net cash provided by operating activities 1,592 7,336
Cash flows from investing activities
Purchases of property and equipment (7,059) (3,239)
Purchases of intangible assets (1,500) (1,494)
Net cash used in investing activities (8,559) (4,733)
Cash flows from financing activities
Payments on finance leases (49) (50)
Proceeds from exercise of stock options and purchase of shares in employee stock purchase plan 5,608 607
Net cash provided by financing activities 5,559 557
Net (decrease) increase in cash and cash equivalents
(1,408) 3,160
Cash and cash equivalents at beginning of period 44,450 42,097
Cash and cash equivalents at end of period $ 43,042 $ 45,257
Supplementary cash flow information:
Cash paid for taxes $ 31 $ 38
Operating cash flows paid for operating leases $ 1,073 $ 1,061
Financing cash flows paid for finance leases $ 49 $ 50
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 $ 136 $ 302
EVERSPIN TECHNOLOGIES, INC.
Supplemental Quarterly Financial Results
(In thousands, except per share amounts)
(Unaudited)
GAAP Financial Results
Three months ended
September 30, Three months ended
June 30,
2026
2026 2025 Y/Y Q/Q
Revenue $ 20,648 $ 14,060 47 % $ 18,736 10 %
Gross Profit $ 10,609 $ 7,206 47 % $ 10,097 5 %
Gross Margin 51.4 % 51.3 % Up 0.1 ppts 53.9 % Down 2.5 ppts
Operating Expenses $ 18,538 $ 8,751 112 % $ 14,480 28 %
Operating Loss $ (7,929) $ (1,545) (413 %) $ (4,383) (81 %)
Operating Margin (38.4) % (11.0) % Down 27.4 ppts (23.4) % Down 15 ppts
Interest and Other Income $ 764 $ 1,596 (52 %) $ 794 (4 %)
Net (Loss) Income $ (7,175) $ 54 (13387 %) $ (3,589) (100 %)
Basic Earnings Per Share $ (0.29) $ 0.00 (100 %) $ (0.15) (96 %)
Non-GAAP Financial Results
Three months ended
September 30, Three months ended
June 30,
2026
2026 2025 Y/Y Q/Q
Revenue $ 20,648 $ 14,060 47 % $ 18,736 10 %
Gross Profit $ 10,756 $ 7,367 46 % $ 10,255 5 %
Gross Margin 52.1 % 52.4 % Down 0.3 ppts 54.7 % Down 2.6 ppts
Operating Expenses $ 8,452 $ 7,505 13 % $ 8,187 3 %
Operating Income (Loss) $ 2,304 $ (138) 1770 % $ 2,068 11 %
Operating Margin 11.2 % (1.0) % Up 12.2 ppts 11.0 % Up 0.2 ppts
Interest and Other Income $ 764 $ 1,596 (52 %) $ 794 (4 %)
Net Income $ 3,058 $ 1,461 109 % $ 2,862 7 %
Diluted Earnings Per Share $ 0.12 $ 0.06 100 % $ 0.11 9 %
EVERSPIN TECHNOLOGIES, INC.
Supplemental Reconciliations of GAAP Results to Non-GAAP Financial Measures
(In thousands)
(Unaudited)
Three Months Ended
September 30, June 30,
2026
2026 2025
Gross
Profit Gross
Margin Gross
Profit Gross
Margin Gross
Profit Gross
Margin
GAAP $ 10,609 51.4 % $ 7,206 51.3 % $ 10,097 53.9 %
Stock-Based Compensation, COGS 147 161 158
Non-GAAP $ 10,756 52.1 % $ 7,367 52.4 % $ 10,255 54.7 %
Operating
Expenses As a %
of Revenue Operating
Expenses As a %
of Revenue Operating
Expenses As a %
of Revenue
GAAP $ 18,538 89.8 % $ 8,751 62.2 % $ 14,480 77.3 %
Stock-Based Compensation, R&D (391) (424) (372)
Stock-Based Compensation, SG&A (993) (822) (844)
Litigation Costs (5,987) — (4,027)
Regulatory Provision (2,715) — —
Non-recurring Engineering Fees (NRE) — — (1,050)
Non-GAAP $ 8,452 40.9 % $ 7,505 53.4 % $ 8,187 43.7 %
Operating
Income (Loss) Operating
Margin Operating
Income (Loss) Operating
Margin Operating
Income (Loss) Operating
Margin
GAAP $ (7,929) (38.4) % $ (1,545) (11.0) % $ (4,383) (23.4) %
Stock-Based Compensation 1,531 1,407 1,374
Litigation Costs 5,987 — 4,027
Regulatory Provision 2,715 — —
Non-recurring Engineering Fees (NRE) — — 1,050
Non-GAAP $ 2,304 11.2 % $ (138) (1.0) % $ 2,068 11.0 %
Net
Income (Loss) Earnings
Per Share Net
Income (Loss) Earnings
Per Share Net
Income (Loss) Earnings
Per Share
GAAP $ (7,175) $ (0.29) $ 54 $ 0.00 $ (3,589) $ (0.15)
Stock-Based Compensation 1,531 0.06 1,407 0.06 1,374 0.06
Litigation Costs 5,987 0.24 — — 4,027 0.16
Regulatory Provision 2,715 0.11 — 0.00 — 0.00
Non-recurring Engineering Fees (NRE) — 0.00 — 0.00 1,050 0.04
Non-GAAP $ 3,058 $ 0.12 $ 1,461 $ 0.06 $ 2,862 $ 0.11
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Document and Entity Information
Oct. 28, 2026
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Entity File Number
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Entity Tax Identification Number
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Entity Address, Address Line One
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Entity Address, Address Line Two
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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Balance Type:
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Period Type:
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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Data Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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