Item 2.02. Results of Operations and Financial Condition.
On November 11, 2021, Everspin Technologies, Inc. (the "Company") issued a press
release announcing its results of operations for its third quarter ended
September 30, 2021 and hosted a conference call to discuss such results. A copy
of the press release is attached hereto as Exhibit 99.1 and a copy of the
transcript of the conference call is attached hereto as Exhibit 99.2, each of
which is incorporated herein by reference in its entirety.
The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in Item 5.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 7, 2021, Geoffrey R. Tate informed the Company of his resignation
from the Company's board of directors (the "Board"), effective November 8, 2021,
due to the time demands of Flex Logix Technologies, Inc., where he serves as its
Chief Executive Officer. In connection with Mr. Tate's resignation from the
Board, Mr. Tate has also resigned from the Board's audit committee and the
Board's nominating and corporate governance committee.
As a result of Mr. Tate's resignation, the Company was no longer in compliance
with Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit committee be
comprised of at least three independent directors. Pursuant to Nasdaq Listing
Rule 5605(c)(4)(B), the Company was entitled to a cure period to regain
compliance with Nasdaq Listing Rule 5605(c)(2)(A). The Company notified Nasdaq
of the noncompliance on November 10, 2021.
On November 10, 2021, the Board appointed Michael B. Gustafson to the Board's
audit committee, effective immediately. Following Mr. Gustafson's appointment,
the Company has regained compliance with Nasdaq Listing Rule 5605(c)(2)(A).
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release, dated November 11, 2021
99.2 Earnings call transcript, dated November 11, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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EVERSPIN TECHNOLOGIES, INC. 
