EVERSPIN TECHNOLOGIES INC. — Regulatory Filings 2025

Feb 27, 2025

S-8 1 tmb-20250227xs8.htm S-8 Enhanced HTML document created with Toppan Merrill Bridge 10.6.128.0 Created on: 2/27/2025 10:06:44 PM (UTC)

As filed with the Securities and Exchange Commission on February 27, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Everspin Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	26-2640654
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

5670 W. Chandler Blvd., Suite 130

Chandler, Arizona 85226

(Address of principal executive offices, including zip code)

Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan

Everspin Technologies, Inc. 2016 Employee Stock Purchase Plan

(Full title of the plan)

William Cooper

Chief Financial Officer

Everspin Technologies, Inc.

5670 W. Chandler Blvd., Suite 130

Chandler, Arizona 85226

(480) 347-1111

(Name, address and telephone number, including area code, of agent for service)

With a copy to :

Matthew Hemington

Allison Pang

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

(650) 843-5000

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 ☒	​	Smaller 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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Everspin Technologies, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering (a) an additional 661,790 shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), issuable to eligible persons under the Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s Form S-8 filed on October 7, 2016 (File No. 333 - 214018) , August 14, 2017 (File No. 333 - 219938) , May 23, 2018 (File No. 333 - 225119) , March 15, 2019 (File No. 333 - 230349) , March 13, 2020 (File No. 333 - 237146) , March 4, 2021 (File No. 333 - 253884) , August 13, 2021 (File No. 333 - 258794) , March 9, 2022 (File No. 333 - 263404) , March 2, 2023 (File No. 333 - 270242) and February 29, 2024 (File No. 333 - 277543) (collectively, the “Prior Registration Statements”), and (b) an additional 220,596 shares of Common Stock issuable to eligible persons under the Everspin Technologies, Inc. 2016 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Prior Registration Statements. Accordingly, pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference in this registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are incorporated by reference into this registration statement:

1. The Registrant’s Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2024, filed with the SEC on February 27, 2025 , including the information in the Registrant’s proxy statement for its 2025 Annual Meeting of Stockholders to be filed with the SEC and specifically incorporated by reference in the Form 10-K.

2. The Registrant’s Current Report on Form 8-K filed with the SEC on January 8, 2025.

3. The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on September 28, 2016 (File No. 001-37900) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.4 to the Form 10-K.

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8. Exhibits.

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Incorporation By Reference					​	​
Exhibit Number		Description		Form		File Number		Exhibit		Filing Date
​	​	​	​	​	​	​	​	​	​	​
4.1	​	Amended and Restated Certificate of Incorporation	​	8-K	​	001-37900	​	3.1	​	10/13/2016
​	​	​	​	​	​	​	​	​	​	​
4.1.1	​	Amendment to Amended and Restated Certificate of Incorporation	​	8-K	​	001-37900	​	3.1	​	5/22/2019
​	​	​	​	​	​	​	​	​	​	​
4.1.2	​	Amendment to Amended and Restated Certificate of Incorporation	​	8-K	​	001-37900	​	3.1	​	5/27/2020
​	​	​	​	​	​	​	​	​	​	​
4.1.3	​	Amendment to Amended and Restated Certificate of Incorporation	​	8-K	​	001-37900	​	3.1	​	5/25/2023
​	​	​	​	​	​	​	​	​	​	​
4.2	​	Amended and Restated Bylaws	​	8-K	​	001-37900	​	3.2	​	5/22/2019
​	​	​	​	​	​	​	​	​	​	​
4.3	​	Form of Common Stock Certificate of the Registrant	​	S-1	​	333-213569	​	4.1	​	9/09/2016
​	​	​	​	​	​	​	​	​	​	​
5.1*	​	Opinion of Cooley LLP	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
23.1*	​	Consent of Ernst & Young LLP, independent registered public accounting firm	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
23.2*	​	Consent of Cooley LLP (included in Exhibit 5.1)	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
24.1*	​	Power of Attorney (included on the signature page of this registration statement)	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
99.1	​	Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan	​	8-K	​	001-37900	​	10.1	​	5/22/2018
​	​	​	​	​	​	​	​	​	​	​
99.2	​	First Amendment to Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan	​	8-K	​	001-37900	​	10.1	​	5/25/2021
​	​	​	​	​	​	​	​	​	​	​
99.3	​	Everspin Technologies, Inc. 2016 Employee Stock Purchase Plan	​	S-1/A	​	333-213569	​	10.4	​	9/26/2016
​	​	​	​	​	​	​	​	​	​	​
99.4	​	Form of Stock Option Grant Notice, Option Agreement and Form of Notice of Exercise used with the 2016 Equity Incentive Plan	​	S-1/A	​	333-213569	​	10.3	​	9/26/2016
​	​	​	​	​	​	​	​	​	​	​
99.5	​	Form of Restricted Stock Unit Award Agreement under the 2016 Equity Incentive Plan	​	10-Q	​	001-37900	​	10.3	​	11/13/2017
​	​	​	​	​	​	​	​	​	​	​
107*	​	Filing Fee Table	​	​	​	​	​	​	​	​

• Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chandler, State of Arizona, on February 27, 2025.

	​
		EVERSPIN TECHNOLOGIES, INC.
​	​	​
​	​	By:	/s/ Sanjeev Aggarwal
​	​	Name:	Sanjeev Aggarwal
​	​	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Sanjeev Aggarwal and William Cooper, and each one of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	​	Date
​	​	​	​	​
/s/ Sanjeev Aggarwal	​	Chief Executive Officer and Director	​	February 27, 2025
Sanjeev Aggarwal	​	(Principal Executive Officer)	​	​
​	​	​	​	​
/s/ William Cooper	​	Chief Financial Officer	​	February 27, 2025
William Cooper	​	(Principal Financial and Accounting Officer)	​	​
​	​	​	​	​
/s/ Darin G. Billerbeck	​	Chairman of the Board	​	February 27, 2025
Darin G. Billerbeck	​	​	​	​
​	​	​	​	​
/s/ Lawrence G. Finch	​	Director	​	February 27, 2025
Lawrence G. Finch	​	​	​	​
​	​	​	​	​
/s/ Geoff Ribar	​	Director	​	February 27, 2025
Geoff Ribar	​	​	​	​
​	​	​	​	​
/s/ Tara Long	​	Director	​	February 27, 2025
Tara Long	​	​	​	​
​	​	​	​	​
/s/ Glen Hawk	​	Director	​	February 27, 2025
Glen Hawk	​	​	​	​
​	​	​	​	​
/s/ Douglas Mitchell	​	Director	​	February 27, 2025
Douglas Mitchell	​	​	​	​