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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): October 21, 2025
GSI
Technology, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware | |
001-33387 | |
77-0398779 |
(State
or Other Jurisdiction
of Incorporation) | |
(Commission
File Number) | |
(I.R.S.
Employer Identification No.) |
1213 Elko Drive
Sunnyvale, California 94089 |
| (Address of Principal Executive Offices) (Zip Code) |
(408)
331-8800
(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 registered |
| Common Stock, $0.001 par value |
|
GSIT |
|
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 ¨
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 October 21, 2025, GSI Technology, Inc. (the
“Company”) disclosed the following unaudited preliminary financial results as of and for the three and six months ended September
30, 2025.
| · | Net revenue of approximately $6.4 million and $12.7 million for the three and six months ended September
30, 2025, respectively. |
| · | Gross margin was approximately 54.8% for the three months ended September 30, 2025. |
The Company’s consolidated
financial statements for the three and six months ended September 30, 2025 are not yet available. Accordingly, the financial and operational
results presented above are preliminary estimates and subject to the completion of the Company’s financial closing procedures and
any adjustments that may result from the completion of the quarterly review and finalization of the consolidated financial statements.
As a result, these preliminary estimated results may differ from actual results that will be reflected in the consolidated financial statements
for the fiscal quarter when it is completed and publicly disclosed. These preliminary estimated results may change and those changes may
be material.
The Company’s expectations
with respect to the unaudited preliminary results for the period discussed above are based upon management estimates and are the responsibility
of management. The Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures
with respect to these preliminary results (including any financial data) and, accordingly, does not express an opinion or any other form
of assurance with respect to these preliminary results.
The information contained
in this Item 2.02 is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not
be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent
such other filing specifically incorporates such information by reference.
The information reported under Item 2.02 is hereby
incorporated by reference herein.
Forward-Looking Statements
The statements contained in this Current Report
on Form 8-K that are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Exchange Act, and Rule 3b-6
promulgated thereunder, which statements involve inherent risks and uncertainties. All forward-looking statements included in this Current
Report on Form 8-K are based upon information available to the Corporation as of the date hereof, and the Corporation assumes no obligation
to update any such forward-looking statements. Forward-looking statements involve a variety of risks and uncertainties, which could cause
actual results to differ materially from those projected. These risks include those associated with the normal quarterly and fiscal year-end
closing process. Examples of risks that could affect our current expectations regarding future revenues and gross margins include those
associated with fluctuations in the Corporation’s operating results; the Corporation’s historical dependence on sales to a
limited number of customers and fluctuations in the mix of customers and products in any period; global public health crises that reduce
economic activity; the rapidly evolving markets for the Corporation’s products and uncertainty regarding the development of these
markets; the need to develop and introduce new products to offset the historical decline in the average unit selling price of the Corporation’s
products; the challenges of rapid growth followed by periods of contraction; intensive competition; the continued availability of government
funding opportunities; delays or unanticipated costs that may be encountered in the development of new products based on our in-place
associative computing technology and the establishment of new markets and customer and partner relationships for the sale of such products;
and delays or unexpected challenges related to the establishment of customer relationships and orders for the Corporation’s radiation-hardened
and tolerant SRAM products. Many of these risks are currently amplified by and will continue to be amplified by, or in the future may
be amplified by, economic and geopolitical conditions, such as changing interest rates, worldwide inflationary pressures, policy unpredictability,
the imposition of tariffs and other trade barriers, military conflicts and declines in the global economic environment. Further information
regarding these and other risks relating to the Corporation’s business is contained in the Corporation’s filings with the
Securities and Exchange Commission, including those factors discussed under the caption “Risk Factors” in such filings.
SIGNATURE
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
| |
GSI Technology, Inc. |
| |
|
|
| Date: October 21, 2025 |
By: |
/s/ DOUGLAS
M. SCHIRLE |
| |
|
Douglas M. Schirle |
| |
|
Chief Financial Officer |
