Everspin Technologies Inc 2024年度报告

FORM10-K (MarkOne)ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT ☒OF1934 For the fiscal year endedDecember31,2024OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF1934 FOR THE TRANSITION PERIOD FROMTO Everspin Technologies,Inc.(Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d)of the Act.YES☐NO☒ Indicate by check mark whether the Registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (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 past90days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ 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 growthcompany. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the ExchangeAct. Largeacceleratedfiler☐Acceleratedfiler☐Non-accelerated filer☒Smallerreportingcompany☒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.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).YES☐NO☒ As of June30,2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock of theRegistrant held by non-affiliates, based upon the closing sales price for the Registrant’s common stock for such date, as quoted on the Nasdaq Global Market, wasapproximately $128.2million. Shares of common stock held by each officer, director and entities affiliated with directors have been excluded because such persons may bedeemed to be “affiliates” as that term is defined under the rules and regulations of the Exchange Act.This determination of affiliate status is not necessarily a conclusivedetermination for any other purpose. The number of shares of Registrant’s common stock outstanding as of February 24, 2025, was22,141,045. Portions of the Registrant’s Definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders, which will be filed with the Securities and ExchangeCommission within 120days after the end of the Registrant’s fiscalyear ended December31,2024, are incorporated by reference into PartIII of this Annual Report onForm 10-K. Table of Contents PARTI Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff Comments Item1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem 4.Mine Safety Disclosures Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities26Item6.[Reserved]26Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations27Item7A.Quantitative and Qualitative Disclosures About Market Risk34Item8.Financial Statements and Supplementary Data35Item9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure62Item9A.Controls and Procedures62Item9B.Other Information63Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections64 PARTIII Item10.Directors, Executive Officers and Corporate Governance65Item11.Executive Compensation65Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters65Item13.Certain Relationships and Related Transactions, and Director Independence65Item14.Principal Accountant Fees and Services65 PARTIV Item15.Exhibits and Financial Statement Schedules6