Current Report Filing (8-k)
December 23 2020 - 6:03AM
Edgar (US Regulatory)
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0001438423
2020-12-21
2020-12-21
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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): December 21, 2020
Everspin Technologies, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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001-37900
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26-2640654
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5670 W. Chandler Blvd.
Suite 100
Chandler, Arizona 85226
(Address of principal
executive offices, including zip code)
(480) 347-1111
(Registrants
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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name
of each exchange on which
registered
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Common Stock, par value $0.0001
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MRAM
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The
Nasdaq Stock Market LLC
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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.
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.
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.
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Everspin Technologies, Inc.
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Dated: December 22, 2020
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By:
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/s/ Daniel Berenbaum
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Daniel Berenbaum
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Chief Financial Officer
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