GSIT

EX-99.1

2 exh_991.htm

PRESS RELEASE

EdgarFiling

EXHIBIT 99.1

GSI Technology, Inc. Announces Second Quarter of Fiscal Year 2027 Results

SUNNYVALE, Calif., Nov. 05, 2026 (GLOBE NEWSWIRE) -- GSI Technology, Inc. (NASDAQ: GSIT) today reported financial results for its second fiscal quarter ended September 30, 2026.

Summary Comments for Second Quarter of Fiscal Year 2027 (all financial comparisons are to Second Quarter of Fiscal Year 2026)

Smart Guardian Eye project begins live AI video monitoring on the acceptance of the initial stage of Phase I by the Hsinchu County government in Taiwan Plato development remains on schedule for March 2027 tape-out and we continue to receive outside interest based on the disclosed preliminary performance and power savings findings Net revenue of $6.0 million, within Company’s guidance range of $5.7 to $6.5 million Increase in operating expense year-over-year is primarily related to ongoing Plato chip design consultants, commercialization of Gemini-II and non-recurring legal and other professional fees associated with an internal assessment completed in the quarter Quarter-end cash balance of $69.2 million reflecting spending on Plato development and a non-routine SG&A expense relating to our Taiwan manufacturing operations

Lee-Lean Shu, Chairman and Chief Executive Officer, stated, “In the second quarter of fiscal 2027, we made significant progress on several fronts, including the successful completion and acceptance of the initial stage of Phase I of our Smart Guardian Eye project, which is now providing live video monitoring and interpretive incident reporting. Our software development team is conducting an internal trial and validation of the alpha version of our AI-assisted software development kit (SDK), designed to simplify the process of porting existing AI models to our APU platform. We anticipate releasing a beta version to our initial customers before the end of December 2026. This will enable a broader range of prospective customers and partners to evaluate our technology using their own AI models, support multiple simultaneous evaluations, and expand our market reach through system integrators, helping to accelerate commercialization across a wider range of applications.”

Mr. Shu continued, "Looking ahead to the remainder of fiscal 2027, we are focused on achieving the following milestones: submitting our proposal for Phase II of the Smart Guardian Eye project, advancing the AI-assisted SDK toward commercial release in the first half of calendar year 2027, completing the tape-out of Plato in March 2027, with first-spin chips targeted for initial sampling by late summer of calendar year 2027, and securing a strategic partner who could expand our capabilities to enter new markets where we lack resources to pursue on our own. Achieving these milestones would enable us to expand the commercialization of Gemini-II in calendar year 2027, and position Plato for adoption across a broader range of AI applications.”

Commenting on the outlook for GSI's third quarter of fiscal 2027, Mr. Shu stated, "Our current expectation for the third quarter of fiscal 2027 is for net revenues in the range of $5.0 million to $6.0 million, with gross margin of approximately 38% to 40%.

“To address higher manufacturing costs, the Company plans to implement price increases immediately for new orders and effective January 1, 2027, for existing customer backlog. Management anticipates that these adjustments, together with improved product availability, will support a recovery in revenue and gross margin beginning in the fourth quarter of fiscal 2027,” concluded Mr. Shu.

Second Quarter Fiscal Year 2027 Summary Financials

The Company reported net revenues of $6.0 million for the second quarter of fiscal 2027, compared to $6.4 million for the second quarter of fiscal 2026 and $6.3 million for the first quarter of fiscal 2027. Net revenues were within the Company’s guidance range of $5.7 million to $6.5 million. Gross margin was 48.5% in the second quarter of fiscal 2027 compared to 54.8% in the second quarter of fiscal 2026 and 53.4% in the first quarter of fiscal 2027.

Gross margin was below the Company’s guidance of approximately 53% to 55%, and decreased year-over-year, primarily due to an unfavorable product mix and higher manufacturing costs resulting from supply chain constraints for wafers and outsourced assembly, burn-in and test operations. We are currently reviewing our manufacturing costs and intend to pass on any cost increases to our customers when it makes sense to do so.

Below is a breakdown of the second quarter of fiscal 2027 sales compared to the second quarter of fiscal 2026 and the first quarter of fiscal 2027:

KYEC represented $1.2 million, or 19.7% of net revenues, compared to $802,000, or 12.4% of net revenues, in the same period a year ago and $1.0 million, or 16.1% of net revenues, in the prior quarter. Nokia represented $376,000, or 6.2% of net revenues, comp

EX-99.1

2 exh_991.htm

PRESS RELEASE

EdgarFiling

EXHIBIT 99.1

GSI Technology, Inc. Announces First Quarter of Fiscal Year 2027 Results

SUNNYVALE, Calif., July 30, 2026 (GLOBE NEWSWIRE) -- GSI Technology, Inc. (NASDAQ: GSIT) today reported financial results for its first fiscal quarter ended June 30, 2026.

Summary Comments for First Quarter of Fiscal Year 2027 (all financial comparisons are to First Quarter of Fiscal Year 2026)

Sentinel laboratory testing completed receiving favorable feedback from all parties, with GSI successfully delivering all planned technical milestones Smart City Phase I deployment remains on schedule for completion in November 2026 Plato development remains on schedule for March 2027 tape-out Revenue of $6.3 million in-line with mid-point of guidance, flat with prior quarter and previous year, reflecting continued stability in SRAM revenue Increase in operating expense year-over-year is related to ongoing Plato chip design, with R&D offset from SBIR helping to reduce cash burn Quarter-end cash balance of $77.0 million strengthened through ATM proceeds and employee option exercises during the quarter

Lee-Lean Shu, Chairman and Chief Executive Officer, stated, "During the first quarter, we continued executing the next phase of our Edge AI strategy. Having validated Gemini-II’s exceptional performance-per watt, our focus has shifted to commercializing the technology. Throughout the quarter, we advanced our key proof-of-concept programs, including successfully completing the Sentinel laboratory phase, keeping our Smart City Phase I deployment on schedule, and initiating work under our U.S. Army Phase II SBIR program. We also successfully completed radiation testing on a standard commercial Gemini-II device, demonstrating that it continued to operate normally under radiation levels representative of harsh aerospace environments. Together, these initiatives advance our commercialization strategy by expanding the range of applications Gemini-II can address while positioning us for broader customer adoption."

Mr. Shu continued, "Looking ahead, our priorities remain clear: successfully completing our current proof-of-concept projects, expanding Gemini-II into adjacent applications, and delivering our AI-assisted SDK, which remains on track for release this September. The AI-assisted SDK is expected to significantly accelerate software development, simplify application deployment, and provide the foundation for working with a broader network of partners and system integrators. At the same time, Plato remains on schedule for tape-out in March 2027 and is expected to significantly expand our addressable market by enabling larger language models at the edge with power consumption below 10 watts. Supported by the continued strength of our SRAM business, we believe we are well positioned to execute our strategy and build long-term value for our shareholders."

Commenting on the outlook for GSI's second quarter of fiscal 2027, Mr. Shu stated, "Our current expectation for the second quarter of fiscal 2027 is for net revenues in the range of $5.7 million to $6.5 million, with gross margin of approximately 53% to 55%.”

First Quarter Fiscal Year 2027 Summary Financials

The Company reported net revenues of $6.3 million for the first quarter of fiscal 2027, compared to $6.3 million for the first quarter of fiscal 2026 and $6.3 million for the fourth quarter of fiscal 2026. Gross margin was 53.4% in the first quarter of fiscal 2027 compared to 58.1% in the first quarter of fiscal 2026 and 52.4% in the preceding fourth quarter of fiscal 2026. The year-over-year decrease in gross margin in the first quarter of fiscal 2027 was primarily due to product mix.

Below is a breakdown of the first quarter of fiscal 2027 sales compared to the first quarter of fiscal 2026 and the fourth quarter of fiscal 2026:

KYEC represented $1.0 million, or 16.1% of net revenues, compared to $267,000, or 4.3% of net revenues, in the same period a year ago and $1.4 million, or 22.3% of net revenues, in the prior quarter. Cadence Designs Systems represented $465,000, or 7.4% of net revenues, compared to $1.5 million, or 23.9% of net revenues, in the same period a year ago, and no shipments in the prior quarter. Nokia represented $307,000, or 4.9% of net revenues, compared to $536,000, or 8.5% of net revenues, in the same period a year ago and $113,000, or 1.8% of net revenues, in the prior quarter. Military/defense sales were 31.3% of first-quarter shipments, compared with 19.1% in the comparable period a year ago and 45.7% in the prior quarter.

Total operating expenses in the first quarter of fiscal 2027 were $8.8 million, compared to $5.8 million in the first quarter of fiscal 2026 and $8.5 million in the prior quarter. Research and development expenses were $5.9 million, compared to $3.1 million in the prior-year period and $5.6 million in the prior quarter. The year-over-year increase in research and development expen

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Form 8-KFalse000112674100011267412026-01-292026-01-29iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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):  January 29, 2026

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 January 29, 2026, GSI Technology, Inc. (the “Corporation”) issued a press release announcing financial results for its third quarter of fiscal year 2026. A copy of the press release is furnished with this report.

The information contained in Items 2.02 and 9.01 (Exhibit 99.1) of this report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1 Press Release dated January 29, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 29, 2026By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer

Form 8-KFalse000112674100011267412025-10-302025-10-30iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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 30, 2025

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 30, 2025, GSI Technology, Inc. (the “Corporation”) issued a press release announcing financial results for its second quarter of fiscal year 2026. A copy of the press release is furnished with this report.

The information contained in Items 2.02 and 9.01 (Exhibit 99.1) of this report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1 Press Release dated October 30, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 30, 2025By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer

false 0001126741

0001126741

2025-10-21 2025-10-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 2.02Results 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.

Item 8.01Other Events.

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 oblig

Form 8-KFalse000112674100011267412025-07-312025-07-31iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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):  July 31, 2025

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 July 31, 2025, GSI Technology, Inc. (the “Corporation”) issued a press release announcing financial results for its first quarter of fiscal year 2026.  A copy of the press release is furnished with this report.

The information contained in Items 2.02 and 9.01 (Exhibit 99.1) of this report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01. Other Events.

On July 31, 2025, the Corporation announced financial results for its first quarter of fiscal year 2026, which included quarterly net revenues of $6.3 million. Net revenue increased 35% year-over-year and 7% from the fourth quarter of fiscal year 2025, reflecting strong market momentum for leading AI processors using the Corporation’s SRAM chips.  The Corporation’s gross margin was 58.1% in the first quarter of fiscal 2026 compared to 46.3% in the first quarter of fiscal 2025 and 56.1% in the preceding fourth quarter of fiscal 2025.  The increase in gross margin in the first quarter of 2026 was primarily due to product mix and the effect of higher revenue on the fixed costs in the Corporation’s cost of revenues. The Corporation also announced that its quarter-end cash balance of $22.7 million, up from $13.4 million at the end of the fourth quarter of fiscal year 2025, which included proceeds from the “at the market” (ATM) program.  The Corporation delivered an APU Leda-2 board to an offshore defense contractor, as planned, for proof-of-concept development. The Corporation is currently developing a multi-modal LLM that targets edge applications, with benchmark results available by fall 2025.

The Corporation reported that in the first quarter of fiscal 2026, sales to KYEC were $267,000, or 4.3% of net revenues, compared to $1.0 million, or 21.9% of net revenues, in the same period a year ago and $1.7 million, or 29.5% of net revenues, in the prior quarter. The Corporation reported that in the first quarter of fiscal 2026, sales to Nokia were $536,000, or 8.5% of net revenues, compared to $998,000, or 21.4% of net revenues, in the same period a year ago and $444,000, or 7.5% of net revenues, in the prior quarter. The Corporation reported that in the first quarter of fiscal 2026, sales to Cadence Design Systems were $1.5 million, or 23.9% of net revenues, compared to $0, or 0% of net revenues, in the same period a year ago and $642,000, or 10.9% of net revenues, in the prior quarter.   The Corporation also reported that military/defense sales were 19.1% of first quarter shipments compared to 31.9% of shipments in the comparable per

Form 8-K0001126741 False 0001126741 2025-05-01 2025-05-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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):  May 1, 2025

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 May 1, 2025, GSI Technology, Inc. (the “Corporation”) issued a press release announcing financial results for its fourth fiscal quarter and fiscal year ended March 31, 2025.  A copy of the press release is furnished with this report. The information contained in Items 2.02 and 9.01 (Exhibit 99.1) of this report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01. Other Events. On May 1, 2025, the Corporation announced financial results for its fourth fiscal quarter and fiscal year ended March 31, 2025, which included net revenues of $5.9 million for the fourth quarter of fiscal 2025 and net revenues of $20.5 million for the full fiscal year. Net revenue increased 14% year-over-year and 9% from the third fiscal quarter, reflecting stronger demand for the Corporation’s SRAM chips.  The Corporation’s gross margin was 56.1% in the fourth quarter of fiscal 2025 compared to 51.6% in the fourth quarter of fiscal 2024 and 54.0% in the preceding third quarter of fiscal 2025.  The increase in gross margin from the third fiscal quarter was primarily due to higher revenue and product mix.  The Corporation’s gross margin was 49.4% for fiscal 2025 compared to 54.3% in fiscal 2024.  The decrease in gross margin for fiscal 2025 was primarily due to product mix and the effect of lower revenue on the fixed costs in the Corporation’s cost of revenues.  The Corporation also announced that it had secured an initial order for the Corporation’s radiation-hardened SRAM from a North American prime contractor, and that follow-on orders were expected in fiscal 2026.  The Corporation has continued to meet milestones for its Gemini-II SBIR programs with the Space Development Agency (SDA) and US Air Force Research Laboratory (AFRL).  The Corporation delivered a server with a Leda-2 board to AFRL and will soon ship a Gemini-II card to SDA.  The Corporation reported that in the fourth quarter of fiscal 2025, sales to KYEC were $1.7 million, or 29.5% of net revenues, compared to $544,000, or 10.6% of net revenues, in the same period a year ago and $1.2 million, or 22.7% of net revenues, in the prior quarter. The Corporation reported that in the fourth quarter of fiscal 2025, sales to Nokia were $444,000, or 7.5% of net revenues, compared to $694,000, or 13.5% of net revenues, in the same period a year ago and $239,000, or 4.4% of net revenues, in the prior quarter. The Corporation’s fourth quarter fiscal 2025 operating loss was $(2.3) million compared to an operating loss of $(4.5) million

Form 8-K0001126741 False 0001126741 2025-01-30 2025-01-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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):  January 30, 2025

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 January 30, 2025, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its third fiscal quarter ended December 31, 2024. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated January 30, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 30, 2025By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer

Form 8-K0001126741 False 0001126741 2024-10-24 2024-10-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 24, 2024

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 24, 2024, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its second fiscal quarter ended September 30, 2024. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated October 24, 2024 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 24, 2024By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer

Form 8-K

0001126741 False 03/31

0001126741

2024-07-23 2024-07-23

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):  July 23, 2024

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 July 25, 2024, GSI Technology, Inc. (the “Corporation”) issued a press release announcing financial results for its first quarter of fiscal year 2025.  A copy of the press release is furnished with this report.  The press release should be read in conjunction with the forward-looking statements included in the text of the release.

The information contained in Items 2.02 and 9.01 (Exhibit 99.1) of this report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in the proxy statement of the Corporation that was distributed in connection with the Corporation’s 2024 annual meeting of stockholders to be held on Thursday, August 22, 2024, Barbara Nelson, a current member of the Corporation’s Board of Directors, was not nominated for reelection following her decision not to stand for reelection when her current term expires at the Corporation’s 2024 annual meeting of stockholders.

In connection with Ms. Nelson’s decision not to stand for reelection, on July 23, 2024, the Board of Directors of the Corporation adopted an amendment to the amended and restated bylaws of the Corporation to decrease the size of the Board of Directors from seven (7) to six members (6), effective as of the 2024 annual meeting.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.

Description

99.1

GSI Technology, Inc. Press Release dated July 25, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 25, 2024 By: /s/ DOUGLAS M. SCHIRLE

Douglas M. Schirle

Chief Financial Officer

false 0001126741

0001126741

2024-04-30 2024-04-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): April 30, 2024

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 No.) (I.R.S. Employer Identification

No.)

1213 Elko Drive

Sunnyvale, California 94089

(Address of principal executive offices)

Registrant's telephone number, including area code:

(408) 331-8800

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 (see General Instruction A.2. below):

¨ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01   Entry into a Material Definitive Agreement.

GSI Technology, Inc. (the “Company”) previously entered into a purchase and sale agreement (the “Agreement”) with D.R. Stephens & Company, LLC (the “Purchaser”), to sell the Company’s 1213 Elko Drive property in Sunnyvale, California for $11.85 million in cash. On April 30, 2024, the Company and the Purchaser entered into an amendment to the Agreement (the “Amendment”) to extend the closing date by a week to Monday, June 10, 2024. The foregoing description of Amendment is subject to, and qualified in its entirety by, the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.02   Results of Operations and Financial Condition.

On May 2, 2024, the Company issued a press release announcing financial results for its fourth fiscal quarter and fiscal year 2024 and a business update. A copy of the press release is furnished with this report. The press release should be read in conjunction with the forward-looking statements included in the text of the release.

The information contained in Items 2.02 and 9.01 (Exhibit 99.1) of this report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01   Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.

Description

10.1

First Amendment to Purchase and Sale Agreement with Escrow Instructions dated April 30, 2024 between GSI Technology, Inc. and D.R. Stephens & Company, LLC

99.1

GSI Technology, Inc. Press Release dated May 2, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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.

Date: May 2, 2024

GSI Technology, Inc.

By: /s/ Douglas M. Schirle

Douglas M. Schirle

Chief Financial Officer

3

Form 8-K0001126741 False 0001126741 2024-01-25 2024-01-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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):  January 25, 2024

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 January 25, 2024, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its third fiscal quarter ended ended December 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated January 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 25, 2024By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer

Form 8-K0001126741 False 0001126741 2023-10-26 2023-10-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 26, 2023

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 26, 2023, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its second fiscal quarter ended September 30, 2023. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated October 26, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 26, 2023By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer

0001126741 false

0001126741

2023-08-01 2023-08-01

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): August 1, 2023

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) (IRS Employer Identification No.)

1213 Elko Drive

Sunnyvale, California 94089

(Address of principal executive offices)

Registrant's telephone number, including area code:

(408) 331-8800

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 (see General Instructions A.2. below):

¨ 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 Exchange 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01 Entry into a Material Definitive Agreement.

On August 1, 2023, GSI Technology, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (“Needham & Company”) to sell shares of the Company’s common stock, par value $0.001 (the “Common Stock”), having an aggregate offering price of up to $25.0 million (the “Shares”), from time to time through an “at the market offering” program under which Needham & Company will act as sales agent (the “ATM Offering”).

The offer and sale of the Shares will be made pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333-272985) originally filed with the Securities and Exchange Commission on June 28, 2023 and which became effective on July 19, 2023 and a prospectus supplement related to the ATM Offering dated August 1, 2023 (the “Prospectus Supplement”).

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Subject to the terms and conditions of the Sales Agreement, Needham & Company will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market to sell the Shares from time to time, based upon the Company’s instructions, including any price, time or size limits specified by the Company. Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Company has agreed to pay Needham & Company commissions for its services in acting as sales agent in the sale of the Shares at a commission rate equal to 3.0% of the gross sales price per Share sold pursuant to the Sales Agreement, if any, and has agreed to provide Needham & Company with customary indemnification and contribution rights. The Sales Agreement may be terminated by Needham & Company or the Company at any time upon written notice to the other party.

The foregoing description of the terms of the Sales Agreement is subject to, and qualified in its entirety by, the Sales Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The legal opinion of DLA Piper LLP (US), counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto.

Item 2.02Results of Operations and Financial Condition.

The Prospectus Supplement filed in connection with the ATM Offering contains i

Form 8-K0001126741 False 0001126741 2023-07-27 2023-07-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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):  July 27, 2023

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 July 27, 2023, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its first fiscal quarter ended June 30, 2023. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated July 27, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 27, 2023By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer

Form 8-K0001126741 False 0001126741 2023-05-16 2023-05-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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):  May 16, 2023

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 May 16, 2023, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its fourth fiscal quarter and fiscal year ended March 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated May 16, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 16, 2023By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer

Form 8-K0001126741 False 0001126741 2023-01-26 2023-01-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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):  January 26, 2023

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 January 26, 2023, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its third fiscal quarter ended December 31, 2022. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated January 26, 2023 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 26, 2023By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer

Form 8-K0001126741 False 0001126741 2022-10-27 2022-10-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 27, 2022

GSI Technology, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3338777-0398779 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par valueGSITThe 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 27, 2022, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its second fiscal quarter ended September 30, 2022. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated October 27, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 27, 2022By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer