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Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 21, 2020



Everspin Technologies, Inc.

(Exact name of registrant as specified in its charter)



Delaware   001-37900   26-2640654
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


5670 W. Chandler Blvd.

Suite 100

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
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  x


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.  x







Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


As reported in the Current Report on Form 8-K of Everspin Technologies, Inc. (the “Company”) filed on December 15, 2020 with the U.S. Securities and Exchange Commission (the “SEC”), on December 14, 2020, Kevin Conley notified the Board of Directors (the “Board”) of the Company of his decision to resign as President and Chief Executive Officer of the Company, effective January 30, 2021. In connection with Mr. Conley’s resignation, on December 22, 2020, the Company and Mr. Conley entered into a separation agreement (the “Separation Agreement”) that provides Mr. Conley, in exchange for signing a general release of claims in favor of the Company, with the payments and benefits he would be entitled to under his employment agreement with the Company for a termination “Without Cause” or resignation for “Good Reason”. Mr. Conley’s employment agreement with the Company was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2017. Additionally, on December 21, 2020, Mr. Conley resigned from the Board, effectively immediately, in accordance with the Separation Agreement.


The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.







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:   December 22, 2020  
  By: /s/ Daniel Berenbaum
    Daniel Berenbaum
    Chief Financial Officer