广船国际技术 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF1934 For the fiscal year endedMarch 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF1934 For the transition period fromtoCommission File Number001-33387GSI Technology,Inc.(Exact name of registrant as specified in its charter) 1213 Elko DriveSunnyvale,California94089(Address of principal executive offices, zip code) (408)331-8800(Registrant’s telephone number, including area code) 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 SecuritiesAct.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of theAct.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 SecuritiesExchange Act of 1934 during the preceding 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 past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant 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 smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one): Largeacceleratedfiler☐Acceleratedfiler☐Non-acceleratedfiler☒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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction 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 the registrant’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☒ The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, based upon the closing saleprice of the common stock on September 30, 2024, as reported on the Nasdaq Global Market, was approximately $62.5million. Shares ofthe registrant’s common stock held by each officer and director and each person who owns 10% or more of the outstanding common stockof the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is notnecessarily a conclusive determination for other purposes.As of May 31, 2025, there were27,872,119shares of the registrant’s commonstock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 annual meeting of stockholders are incorporated by referenceinto PartIII hereof. GSI TECHNOLOGY,INC. 2025 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PART I Page Item1.Business3Item1A.Risk Factors17Item1B.Unresolved Staff Comments36Item1C.Cybersecurity36Item2.Properties38Item3.Legal Proceedings38Item4.Mine Safety Disclosures38 PART II38Item5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities38Item 6.Reserved39Item 7.Management’s Discussion and Analysis of Financial Condition and Resultsof Operations40Item 7A.Quantitative and Qualitative Disclosures About Market Risk48Item 8.Financial Statements and Supplementary Data49Item 9.Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure86Item 9A.Controls and Procedures86Item 9B.Other Information87Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections87 Item 10.Directors, Executive Officers and