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): November 13, 2017
Everspin Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37900 | 26-2640654 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1347 N. Alma School Road
Suite 220
Chandler, Arizona 85224
(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)) |
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 November 13, 2017, Everspin Technologies, Inc., or the Company, issued a press release announcing its financial results for the third quarter ended September 30, 2017. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 and the related Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 2.02 and the related Exhibit 99.1 shall not be incorporated by reference in any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
Appointment of VP, Operations
On November 13, 2017, the Company announced the appointment of Norm Armour to the position of Vice President of Operations of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated November 13, 2017. | |
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: November 13, 2017 | By: | /s/ Kevin Conley | ||||
| Kevin Conley | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
Everspin Announces Third Quarter 2017 Financial Results
Chandler, AZ, November 13, 2017— Everspin Technologies, Inc., (Nasdaq:MRAM), today announced the company’s third quarter 2017 financial results for the quarter ended September 30, 2017.
Revenue for the third quarter of 2017 was a record $9.0 million, compared to $7.2 million for the third quarter of 2016. Everspin’s GAAP net loss for the third quarter of 2017 was $5.4 million, or ($0.43) per share based on 12.6 million weighted-average shares outstanding, compared to a GAAP net loss of $1.4 million, or ($0.54) per share for the third quarter of 2016 based on 2.7 million weighted-average shares outstanding.
“As I’ve settled into the role as Everspin’s CEO, I am pleased with our progress on transforming our company from a developer of innovative MRAM technology into one that can develop markets, scale operations, and reduce costs to compete in what we expect to be a larger and more competitive MRAM market,” said Kevin Conley, Everspin’s President and Chief Executive Officer. “Our existing product portfolio has performed well over the past quarter and provided a solid revenue base as we prepare to put our innovative STT-MRAM technology into production.”
Recent Business Highlights
| • | The appointment of Kevin Conley in September as President and Chief Executive Officer. |
| • | The company’s Toggle MRAM business remains strong and achieved another record revenue level in the third quarter. |
| • | Earlier this month, the company filed a $100 million shelf registration statement. The S3 registration provides flexibility for the company to potentially raise additional working capital. |
Financial Results Conference Call
Everspin will host a conference call to discuss its financial results at 4:30 p.m. Eastern Time on Monday, November 13. Interested parties can listen to a live webcast of the conference call by visiting the Investor Relations section of Everspin’s website at www.investor.everspin.com. Dial in information for the conference call is available by registering at http://dpregister.com/10112176. A replay of the conference call will also be available on the Investor Relations section of Everspin’s website at www.investor.everspin.com following the completion of the call.
About Everspin Technologies
Headquartered in Chandler, Arizona, Everspin Technologies, Inc. is the worldwide leader in designing, manufacturing, and commercially shipping discrete and embedded Magnetoresistive RAM (MRAM) and Spin Transfer Torque MRAM (STT-MRAM) into markets and applications where data persistence and integrity, low latency, and security are paramount. With over 70 million MRAM and STT-MRAM products deployed in data center, cloud storage, energy, industrial, automotive, and transportation markets, Everspin has built the strongest and fastest growing foundation of MRAM users in the world. For more information, visit www.everspin.com.
Forward-Looking Statements
This press release contains forward-looking statements regarding future events that involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statement, including, but not limited to, the ability of the company to transition from a developer of innovative MRAM technology into one that can develop markets, scale operations, and relentlessly reduce costs to compete in what the company expects to be a much larger and competitive MRAM market; the continuation of strong demand for the company’s Toggle products; the successful integration of new management and the execution of the company’s strategy by its management team; and the ability to raise capital as needed to support customer and industry adoption of MRAM technology and successfully bring to market and manufacture products in Everspin’s design pipeline. Readers are advised that they should not place undue reliance on these forward-looking statements and should review these and other risk factors included in Everspin’s various filings with the Securities and Exchange Commission, including, but not limited to, in its Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017, Annual Report on Form 10K filed with the SEC on March 29, 2017, under the caption “Risk Factors Related to Our Business and Our Industry.” Subsequent events may cause these expectations to change, and 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.
EVERSPIN TECHNOLOGIES, INC.
Condensed Balance Sheets
(In thousands, except share and
per share amounts)
(Unaudited)
| September 30, | December 31, | |||||||
| 2017 | 2016 | |||||||
| Assets |
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| Current assets: |
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| Cash and cash equivalents |
$ | 17,842 | $ | 29,727 | ||||
| Accounts receivable, net |
3,700 | 3,170 | ||||||
| Amounts due from related parties |
483 | 486 | ||||||
| Inventory |
7,697 | 5,069 | ||||||
| Prepaid expenses and other current assets |
730 | 1,050 | ||||||
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| Total current assets |
30,452 | 39,502 | ||||||
| Property and equipment, net |
4,017 | 1,920 | ||||||
| Other assets |
61 | 50 | ||||||
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| Total assets |
$ | 34,530 | $ | 41,472 | ||||
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| Liabilities and Stockholders’ Equity |
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| Current liabilities: |
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| Accounts payable |
$ | 2,093 | $ | 1,502 | ||||
| Accrued liabilities |
2,090 | 1,811 | ||||||
| Amounts due to related parties |
2,029 | 1,359 | ||||||
| Deferred income on shipments to distributors |
2,150 | 1,827 | ||||||
| Current portion of long-term debt |
1,649 | 3,884 | ||||||
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| Total current liabilities |
10,011 | 10,383 | ||||||
| Long-term debt, net of current portion |
10,414 | 4,218 | ||||||
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| Total liabilities |
20,425 | 14,601 | ||||||
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| Commitments and contingencies |
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| Stockholders’ equity: |
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| Preferred stock, $0.0001 par value per share; 5,000,000 shares authorized as of September 30, 2017 and December 31, 2016; no shares issued and outstanding as of September 30, 2017 and December 31, 2016 |
— | — | ||||||
| Common stock, $0.0001 par value per share; 100,000,000 shares authorized as of September 30, 2017 and December 31, 2016; 12,746,399 and 12,498,128 shares issued and outstanding as of September 30, 2017 and December 31, 2016 |
1 | 1 | ||||||
| Additional paid-in capital |
127,262 | 123,309 | ||||||
| Accumulated deficit |
(113,158 | ) | (96,439 | ) | ||||
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| Total stockholders’ equity |
14,105 | 26,871 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 34,530 | $ | 41,472 | ||||
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EVERSPIN TECHNOLOGIES, INC.
Condensed Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Product sales |
$ | 8,323 | $ | 6,346 | $ | 22,405 | $ | 18,335 | ||||||||
| Product sales—related party |
610 | 662 | 1,810 | 1,396 | ||||||||||||
| Licensing and royalty revenue |
75 | 156 | 379 | 299 | ||||||||||||
| Licensing and royalty revenue—related party |
— | — | 1,219 | — | ||||||||||||
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| Total revenue |
9,008 | 7,164 | 25,813 | 20,030 | ||||||||||||
| Cost of sales |
3,753 | 2,859 | 10,549 | 8,563 | ||||||||||||
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| Gross profit |
5,255 | 4,305 | 15,264 | 11,467 | ||||||||||||
| Operating expenses: |
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| Research and development |
6,420 | 3,111 | 19,236 | 14,342 | ||||||||||||
| General and administrative |
3,031 | 1,586 | 8,669 | 4,881 | ||||||||||||
| Sales and marketing |
1,112 | 788 | 3,331 | 2,476 | ||||||||||||
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| Total operating expenses |
10,563 | 5,485 | 31,236 | 21,699 | ||||||||||||
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| Loss from operations |
(5,308 | ) | (1,180 | ) | (15,972 | ) | (10,232 | ) | ||||||||
| Interest expense |
(178 | ) | (798 | ) | (584 | ) | (1,982 | ) | ||||||||
| Other income, net |
40 | 534 | 83 | 814 | ||||||||||||
| Loss on extinguishment of debt |
— | — | (246 | ) | — | |||||||||||
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| Net loss and comprehensive loss |
$ | (5,446 | ) | $ | (1,444 | ) | $ | (16,719 | ) | $ | (11,400 | ) | ||||
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| Net loss per common share, basic and diluted |
$ | (0.43 | ) | $ | (0.54 | ) | $ | (1.35 | ) | $ | (4.40 | ) | ||||
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| Weighted-average shares used to compute net loss per common share, basic and diluted |
12,559,812 | 2,657,574 | 12,425,390 | 2,589,704 | ||||||||||||
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EVERSPIN TECHNOLOGIES, INC.
Condensed Statement of Cash Flows
(In thousands)
(Unaudited)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2017 | 2016 | |||||||
| Cash flows from operating activities |
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| Net loss |
$ | (16,719 | ) | $ | (11,400 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Depreciation and amortization |
837 | 598 | ||||||
| Loss on disposal of property and equipment |
— | 80 | ||||||
| Stock-based compensation |
1,511 | 520 | ||||||
| Change in fair value of redeemable convertible preferred stock warrant liability |
— | (32 | ) | |||||
| Non-cash loss on extinguishment of debt |
185 | — | ||||||
| Change in fair value of derivative liability |
— | (798 | ) | |||||
| Non-cash interest expense |
188 | 1,066 | ||||||
| Compensation expense related to vesting of common stock to GLOBALFOUNDRIES |
1,224 | 751 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(530 | ) | (417 | ) | ||||
| Amounts due from related parties |
3 | (55 | ) | |||||
| Inventory |
(2,628 | ) | (1,127 | ) | ||||
| Prepaid expenses and other current assets |
320 | (277 | ) | |||||
| Other assets |
(11 | ) | (21 | ) | ||||
| Accounts payable |
574 | 598 | ||||||
| Accrued liabilities |
279 | 204 | ||||||
| Amounts due to related parties |
(77 | ) | 2,959 | |||||
| Deferred income on shipments to distributors |
323 | 206 | ||||||
| Deferred revenue |
— | (187 | ) | |||||
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| Net cash used in operating activities |
(14,521 | ) | (7,332 | ) | ||||
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| Cash flows from investing activities |
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| Purchases of property and equipment |
(2,170 | ) | (596 | ) | ||||
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| Net cash used in investing activities |
(2,170 | ) | (596 | ) | ||||
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| Cash flows from financing activities |
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| Proceeds from convertible promissory notes-related party |
— | 8,500 | ||||||
| Proceeds from debt |
12,000 | 1,500 | ||||||
| Payments on debt |
(8,356 | ) | (598 | ) | ||||
| Payments of debt issuance costs |
(49 | ) | (40 | ) | ||||
| Payments on capital lease obligation |
(7 | ) | (179 | ) | ||||
| Payments of deferred offering costs |
— | (1,611 | ) | |||||
| Proceeds from exercise of stock options and purchase of shares in employee stock purchase plan |
1,218 | 48 | ||||||
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| Net cash provided by financing activities |
4,806 | 7,620 | ||||||
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| Net decrease in cash and cash equivalents |
(11,885 | ) | (308 | ) | ||||
| Cash and cash equivalents at beginning of period |
29,727 | 2,307 | ||||||
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| Cash and cash equivalents at end of period |
$ | 17,842 | $ | 1,999 | ||||
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| Supplementary cash flow information: |
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| Interest paid |
$ | 396 | $ | 916 | ||||
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| Non-cash investing and financing activities: |
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| Purchase of property and equipment in accounts payable and amounts due to related parties |
$ | 764 | $ | — | ||||
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| Purchase of property and equipment under capital lease obligations |
$ | — | $ | 34 | ||||
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| Deferred offering costs recorded in accounts payable and accrued liabilities |
$ | — | $ | 1,490 | ||||
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EVERSPIN TECHNOLOGIES, INC.
Adjusted EBITDA Reconciliation
(In thousands)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Net loss |
$ | (5,446 | ) | $ | (1,444 | ) | $ | (16,719 | ) | $ | (11,400 | ) | ||||
| Depreciation and amortization |
327 | 218 | 837 | 598 | ||||||||||||
| Stock-based compensation expense |
672 | 309 | 1,511 | 520 | ||||||||||||
| Compensation expense related to vesting of GLOBALFOUNDRIES common stock |
508 | (691 | ) | 1,224 | 751 | |||||||||||
| Interest expense |
178 | 798 | 584 | 1,982 | ||||||||||||
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| Adjusted EBITDA |
$ | (3,761 | ) | $ | (810 | ) | $ | (12,563 | ) | $ | (7,549 | ) | ||||
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Everspin Investor Relations Contact
David H. Allen
408-427-4463
DAllen@DarrowIR.com