Everspin Technologies, Inc. (Exact Name of Registrant As Specified in Its Charter)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ 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 (I.R.S. Employer of incorporation or organization) Identification No.) 5670 W. Chandler Boulevard, Suite 100 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 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 ☒ NO ☐ 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 ☒ 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 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 ☐ Accelerated filer ☒ Non-accelerated filer ☐ Small reporting company ☒ 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. Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒ The number of shares of Registrant’s Common Stock outstanding as of August 3, 2020 was 18,948,415 Table of Contents Table of Contents Page PART I—FINANCIAL INFORMATION Item 1. Financial Statements 3 Condensed Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019 3 Condensed Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2020 and 2019 (unaudited) 4 Condensed Statements of Stockholders’ Equity for the three and six months ended June 30, 2020 and 2019 (unaudited) 5 Condensed Statements of Cash Flows for the six months ended June 30, 2020 and 2019 (unaudited) 6 Notes to Condensed Financial Statements (unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk 24 Item 4. Controls and Procedures 25 PART II—OTHER INFORMATION Item 1. Legal Proceedings 26 Item 1A. Risk Factors 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43 Item 3. Defaults Upon Senior Securities 43 Item 4. Mine Safety Disclosures 44 Item 5. Other Information 44 Item 6. Exhibits 44 EXHIBIT INDEX 44 SIGNATURES 46 In this Quarterly Report on Form 10-Q, “we,” “our,” “us,” “Everspin Technologies,” 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. 2 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) June 30, December 31, 2020 2019 Assets Current assets: Cash and cash equivalents $ 12,916 $ 14,487 Accounts receivable, net 7,339 5,799 Inventory 8,368 7,863 Prepaid expenses and other current assets 501 539 Total current assets 29,124 28,688 Property and equipment, net 2,908 3,479 Right-of-use assets 2,985 3,132 Other assets 73 73 Total assets $ 35,090 $ 35,372 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,074 $ 2,873 Accrued liabilities 1,392 2,727 Current portion of long-term debt 1,073 670 Operating lease liabilities 1,546 1,582 Other liabilities 44 42 Total current liabilities 6,129 7,894 Long-term debt, net of current portion 6,893 7,149 Operating lease liabilities, net of current portion 1,656 1,840 Total liabilities 14,678 16,883 Commitments and contingencies Stockholders’ equity: Preferred stock, $0.0001 par value per share; 5,000,000 shares authorized; no shares issued and outstanding as of June 30, 2020 and December 31, 2019 — — Common stock, $0.0001 par value per share; 100,000,000 shares authorized; 18,869,775 and 18,081,753 shares issued and outstanding as of June 30, 2020 and December 31, 2019 2 2 Additional paid-in capital 172,098 167,149 Accumulated deficit (151,688) (148,662) Total stockholders’ equity 20,412 18,489 Total liabilities and stockholders’ equity $ 35,090 $ 35,372 The accompanying notes are an integral part of these condensed financial statements. 3 Table of Contents EVERSPIN TECHNOLOGIES, INC. Condensed Statements of Operations and Comprehensive Loss (In thousands, except share and per share amounts) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Product sales $ 10,927 $ 8,003 $ 20,562 $ 17,026 Licensing, royalty, and other revenue 899 643 1,372 1,646 Total revenue 11,826 8,646 21,934 18,672 Cost of sales 6,635 4,627 11,392 9,868 Gross profit 5,191 4,019 10,542 8,804 Operating expenses:1 Research and development 2,774 3,519 5,804 7,517 General and administrative 2,448 2,856 5,248 6,451 Sales and marketing 1,056 1,239 2,159 2,603 Total operating expenses 6,278 7,614 13,211 16,571 Loss from operations (1,087) (3,595) (2,669) (7,767) Interest expense (172) (186) (344) (397) Other (expense) income, net (35) 111 (13) 238 Net loss and comprehensive loss $ (1,294) $ (3,670) $ (3,026) $ (7,926) Net loss per common share, basic and diluted $ (0.07) $ (0.21) $ (0.16) $ (0.46) Weighted-average shares used to compute net loss per common share, basic and diluted 18,747,124 17,137,338 18,585,339 17,117,777 1Operating expenses include stock-based compensation as follows: Research and development $ 194 $ 161 $ 356 $ 308 General and administrative 646 556 1,231 1,065 Sales and marketing 78 81 136 129 Total stock-based compensation $ 918 $ 798 $ 1,723 $ 1,502 The accompanying notes are an integral part of these condensed financial statements. 4 Table of Contents EVERSPIN TECHNOLOGIES, INC. Condensed Statements of Stockholders’ Equity (In thousands, except share and per share amounts) (Unaudited) Three and Six Months Ended June 30, 2020 Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Equity Balance at December 31, 2019 18,081,753 $ 2 $ 167,149 $ (148,662) $ 18,489 Issuance of common stock in at-the-market offering, net of issuance costs (Note 7) 468,427 — 2,084 — 2,084 Issuance of common stock under stock incentive plans 88,375 — 315 — 315 Stock-based compensation expense — — 805 — 805 Net loss — — — (1,732) (1,732) Balance at March 31, 2020 18,638,555 $ 2 $ 170,353 $ (150,394) $ 19,961 Issuance of common stock under stock incentive plans 231,220 — 827 — 827 Stock-based compensation expense — — 918 — 918 Net loss — — — (1,294) (1,294) Balance at June 30, 2020 18,869,775 $ 2 $ 172,098 $ (151,688) $ 20,412 Three and Six Months Ended June 30, 2019 Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Equity Balance at December 31, 2018 17,095,456 $ 2 $ 158,912 $ (133,993) $ 24,921 Issuance of common stock under stock incentive plans 12,607 — 13 — 13 Stock-based compensation expense — — 704 — 704 Net loss — — — (4,256) (4,256) Balance at March 31, 2019 17,108,063 $ 2 $ 159,629 $ (138,249) $ 21,382 Issuance of common stock under stock incentive plans 43,227 — 137 — 137 Stock-based compensation expense — — 798 — 798 Net loss — — — (3,670) (3,670) Balance at June 30, 2019 17,151,290 $ 2 $ 160,564 $ (141,919) $ 18,647 The accompanying notes are an integral part of these condensed financial statements. 5 Table of Contents EVERSPIN TECHNOLOGIES, INC. Condensed Statement of Cash Flows (In thousands) (Unaudited) Six Months Ended June 30, 2020 2019 Cash flows from operating activities Net loss $ (3,026) $ (7,926) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 813 876 Loss on disposal of property and equipment — 20 Stock-based compensation 1,723 1,502 Non-cash gain on warrant revaluation 7 — Non-cash interest expense 147

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