What the changes say
- New risks emphasize dependence on U.S. government funding and tighter AI-related regulation and export controls.
- Gemini-II and Plato commercialization now depends on scarce software talent and competing against NVIDIA’s established ecosystem.
- Nokia purchases fell to 6% of revenue as it adopted alternative SRAM solutions; KYEC represented 14%.
- Net loss increased to $13.2 million, while AI-driven semiconductor demand may worsen wafer capacity constraints.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Financial Condition
We are reliant on U.S. government funding, and government shutdowns may materially adversely affect our business and results of operations
Government shutdowns, delayed appropriations, or reduced SBIR budgets could delay awards, payments, research milestones, and revenue.
- NewRisks Related to Our Business and Financial Condition
our technology. The resulting challenging global economic environment is expected to have an adverse impact on our business and financial condition
Tariffs, export controls, geopolitical conflict, inflation, and weak markets could restrict access to additional liquidity.
- NewRisks Related to Our Business and Financial Condition
The successful commercialization of our Gemini-II product and development of our Plato product depends on our ability to attract and retain software engineering talent
Difficulty recruiting and retaining specialized software engineers could delay Gemini-II commercialization and Plato development.
- NewRisks Related to Our Business and Financial Condition
Our estimates of the total addressable market and serviceable available market for our APU products are based on a number of internal assumptions and may prove to be materially inaccurate
Internal market estimates for APU products may overstate actual AI, edge-computing, and high-performance-computing demand.
- NewRisks Related to Our Business and Financial Condition
Evolving government regulation of artificial intelligence may increase our compliance costs, delay or restrict the deployment of our products, or otherwise adversely affect our business
New U.S., European Union, and other AI regulations could raise compliance costs or restrict APU deployments in defense and autonomous systems.
- NewRisks Related to Our Business and Financial Condition
Technology developed under government-funded contracts may be subject to restrictions that limit our ability to commercialize such technology in civilian markets
Export controls and government-contract restrictions could require licenses or prevent international sales of dual-use APU technology.
- NewRisks Related to Our Business and Financial Condition
We face intense competition from significantly larger and better-resourced companies in the AI hardware market, which could limit our ability to commercialize our APU products
NVIDIA and better-funded entrants could use broader ecosystems and CUDA lock-in to prevent customer adoption of GSI’s APU architecture.
- NewRisks Related to Our International Business and Operations
outbreak resulted in travel being restricted, the implementation of stay-at-home or shelter-in-place orders or if it adversely affected the operations of our OEM customers or the demand for our products or our OEM customers’ products
Catastrophic events could cause losses beyond GSI’s insufficient business-interruption and other insurance coverage.
Dropped
- DroppedRisks Related to Our Business and Financial Condition
We cannot assure you that our ongoing evaluation of strategic alternatives will result in any particular outcome, and the perceived uncertainties related to the Company could adversely affect our business and our stockholders
- DroppedRisks Related to Our Business and Financial Condition
We are subject to the highly cyclical nature of the networking and telecommunications markets
- DroppedRisks Related to Our International Business and Operations
The software development for our associative computing products occurs in Israel, and therefore our business performance and operations may be adversely affected by military conflict in Israel
Strategic-review uncertainty, including possible financing, asset sales, licensing, or a company sale.
Reworded
- 75% rewrittenRisks Related to Our Business and Financial Condition
We are substantially dependent on the continued services and performance of our senior management and other key personnel
No substantive change; the risk still concerns losing senior executives or other key employees.
- 70% rewrittenRisks Related to Our Business and Financial Condition
KYEC, Nokia and Cadence Design Systems account for a significant percentage of our net revenues. If these customers, or any of our other major customers, reduce the amount they purchase or stop purchasing our products, our operating results will suffer
KYEC’s revenue share fell to 14%, Nokia’s fell to 6%, and Nokia adopted alternative SRAM solutions in some next-generation products.
Was: KYEC and Nokia account for a significant percentage of our net revenues. If these customers, or any of our other major customers, reduces the amount they purchase or stop purchasing our products, our operating results will suffer
- 65% rewrittenRisks Related to Our Business and Financial Condition
Our future success is substantially dependent on the successful introduction of new in-place associative computing products, including Gemini-II and Plato, which entails significant risks
The risk now specifically identifies Gemini-II commercialization and Plato development and extends the effort through fiscal 2027.
Was: Our future success is substantially dependent on the successful introduction of new in-place associative computing products which entails significant risks
- 49% rewrittenRisks Related to Our Business and Financial Condition
We have incurred significant losses and may incur losses in the future
Reported net losses changed to $13.2 million in fiscal 2026, versus $10.6 million in fiscal 2025 and $20.1 million previously.
- 44% rewrittenRisks Related to Our Business and Financial Condition
A small number of customers generally account for a significant portion of our accounts receivable in any period, and if any one of them fails to pay us, our financial position and operating results will suffer
Receivables concentration shifted from 56% and 29% to 52% and 34% for the two largest customers.
- 38% rewrittenRisks Related to Our Business and Financial Condition
Unpredictable fluctuations in our operating results could cause our stock price to decline
The reported quarterly revenue range narrowed to $4.6–$6.4 million, while operating losses ranged from $2.2–$6.9 million.
- 34% rewrittenRisks Related to Our Business and Financial Condition
If we are unable to offset increased wafer fabrication and assembly costs by increasing the average selling prices of our products, our gross margins will suffer
AI-driven semiconductor demand is newly identified as causing longer lead times, allocation constraints, higher costs, and fulfillment delays.
- 33% rewrittenRisks Related to Our International Business and Operations
TSMC, as well as our other independent suppliers and many of our OEM customers, have operations in the Pacific Rim, an area subject to significant risk of earthquakes, typhoons and other natural disasters and adverse consequences related to the outbreak of contagious diseases
No substantive change; the risk remains Taiwan and Pacific Rim natural-disaster disruptions affecting TSMC and suppliers.
- 33% rewrittenRisks Related to Our Business and Financial Condition
The market for Very Fast SRAMs is highly competitive
- 31% rewrittenRisks Related to Our Business and Financial Condition
If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected
Was: We identified a material weakness in our internal control over financial reporting in the past. If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected
- 31% rewrittenRisks Related to Our Business and Financial Condition
If we are unable to recruit or retain qualified personnel, our business and product development efforts could be harmed
- 25% rewrittenRisks Related to Our Business and Financial Condition
We rely heavily on distributors and our success depends on our ability to develop and manage our indirect distribution channels
- 24% rewrittenRisks Related to Our Business and Financial Condition
The average selling prices of our products could decline, and if we are unable to offset these declines, our operating results will suffer
- 24% rewrittenRisks Relating to Our Common Stock and the Securities Market
Our executive officers, directors and entities affiliated with them hold a substantial percentage of our common stock
- 24% rewrittenRisks Related to Our International Business and Operations
Some of our products are incorporated into advanced military electronics, and changes in international geopolitical circumstances, domestic budget considerations and government shutdowns may hurt our business
Was: Some of our products are incorporated into advanced military electronics, and changes in international geopolitical circumstances and domestic budget considerations may hurt our business
All 46 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Financial Condition
- 01Unpredictable fluctuations in our operating results could cause our stock price to decline38% rewritten
- 02KYEC, Nokia and Cadence Design Systems account for a significant percentage of our net revenues. If these customers, or any of our other major customers, reduce the amount they purchase or stop purchasing our products, our operating results will suffer70% rewritten
- 03We are reliant on U.S. government funding, and government shutdowns may materially adversely affect our business and results of operationsNew
- 04Our future success is substantially dependent on the successful introduction of new in-place associative computing products, including Gemini-II and Plato, which entails significant risks65% rewritten
- 05our technology. The resulting challenging global economic environment is expected to have an adverse impact on our business and financial conditionNew
- 06We have incurred significant losses and may incur losses in the future49% rewritten
- 07If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected31% rewritten
- 08If we determine that our goodwill and intangible assets have become impaired, we may incur impairment charges, which would negatively impact our operating results
- 09We are dependent on a number of single source suppliers, and if we fail to obtain adequate supplies, our business will be harmed and our prospects for growth will be curtailed
- 10If we do not successfully develop new products to respond to rapid market changes due to changing technology and evolving industry standards, our business will be harmed
- 11If we are unable to offset increased wafer fabrication and assembly costs by increasing the average selling prices of our products, our gross margins will suffer34% rewritten
- 12The market for Very Fast SRAMs is highly competitive33% rewritten
- 13We rely heavily on distributors and our success depends on our ability to develop and manage our indirect distribution channels25% rewritten
- 14The average selling prices of our products could decline, and if we are unable to offset these declines, our operating results will suffer24% rewritten
- 15We are substantially dependent on the continued services and performance of our senior management and other key personnel75% rewritten
- 16The successful commercialization of our Gemini-II product and development of our Plato product depends on our ability to attract and retain software engineering talentNew
- 17We may be unable to accurately forecast future sales through our distributors, which could harm our ability to efficiently manage our resources to match market demand
- 18A small number of customers generally account for a significant portion of our accounts receivable in any period, and if any one of them fails to pay us, our financial position and operating results will suffer44% rewritten
- 19Demand for our products may decrease if our OEM customers experience difficulty manufacturing, marketing or selling their products
- 20Our products have lengthy sales cycles that make it difficult to plan our expenses and forecast results
- 21Our business could be negatively affected as a result of actions of activist stockholders or others
- 22Our acquisition of companies or technologies could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results
- 23If we are unable to recruit or retain qualified personnel, our business and product development efforts could be harmed31% rewritten
- 24Claims that we infringe third party intellectual property rights could seriously harm our business and require us to incur significant costs
- 25Our business will suffer if we are unable to protect our intellectual property
- 26Any significant order cancellations or order deferrals could adversely affect our operating results
- 27If our business grows, such growth may place a significant strain on our management and operations and, as a result, our business may suffer
- 28Our estimates of the total addressable market and serviceable available market for our APU products are based on a number of internal assumptions and may prove to be materially inaccurateNew
- 29Evolving government regulation of artificial intelligence may increase our compliance costs, delay or restrict the deployment of our products, or otherwise adversely affect our businessNew
- 30Technology developed under government-funded contracts may be subject to restrictions that limit our ability to commercialize such technology in civilian marketsNew
- 31We face intense competition from significantly larger and better-resourced companies in the AI hardware market, which could limit our ability to commercialize our APU productsNew
Risks Related to Manufacturing and Product Development
- 32We may experience difficulties in transitioning to smaller geometry process technologies and other more advanced manufacturing process technologies, which may result in reduced manufacturing yields, delays in product deliveries and increased expenses
- 33Manufacturing process technologies are subject to rapid change and require significant expenditures for research and development
- 34Our products are complex to design and manufacture and could contain defects, which could reduce revenues or result in claims against us
Risks Related to Our International Business and Operations
- 35We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls
- 36Changes in trade policy in the United States and other countries, including the imposition of new or additional tariffs and the resulting consequences, may adversely impact our business, results of operations and financial condition
- 37Changes in Taiwan’s political, social and economic environment may affect our business performance
- 38Our international business exposes us to additional risks
- 39The United States could materially modify certain international trade agreements, or change tax provisions related to the global manufacturing and sales of our products
- 40Some of our products are incorporated into advanced military electronics, and changes in international geopolitical circumstances, domestic budget considerations and government shutdowns may hurt our business24% rewritten
- 41TSMC, as well as our other independent suppliers and many of our OEM customers, have operations in the Pacific Rim, an area subject to significant risk of earthquakes, typhoons and other natural disasters and adverse consequences related to the outbreak of contagious diseases33% rewritten
- 42outbreak resulted in travel being restricted, the implementation of stay-at-home or shelter-in-place orders or if it adversely affected the operations of our OEM customers or the demand for our products or our OEM customers’ productsNew
Risks Relating to Our Common Stock and the Securities Market
- 43The trading price of our common stock is subject to fluctuation and is likely to be volatile
- 44We may need to raise additional capital in the future, which may not be available on favorable terms or at all, and which may cause dilution to existing stockholders
- 45Our executive officers, directors and entities affiliated with them hold a substantial percentage of our common stock24% rewritten
- 46The provisions of our charter documents might inhibit potential acquisition bids that a stockholder might believe are desirable, and the market price of our common stock could be lower as a result
Other Gsi Technology 10-Ks
- FY2025 10-K risk factors41 risks
Quarterly net revenues varied from $4.6 million to $9.0 million, with operating losses of $2.3 million to $6.7 million in twelve fiscal quarters ended March 31, 2025.
Filed Jun 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.