UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From To
COMMISSION FILE NUMBER:
QUICKLOGIC CORPORATION
(Exact name of registrant as specified in its charter)
| |
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| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices including zip code))
(
(Registrant's telephone number, including area code)
Securities registered pursuant Section 12(b) of the act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
| ☐ |
| Accelerated Filer |
| ☐ |
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| ☒ |
| Smaller Reporting Company |
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| Emerging growth company |
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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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes
As of August 7, 2026, there were
FORM 10-Q
June 28, 2026
TABLE OF CONTENTS
Item 1. Unaudited Condensed Consolidated Financial Statements
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value amount)
| June 28, | December 28, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses of $M as of June 28, 2026 and $ as of December 28, 2025 | ||||||||
| Contract assets | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Assets of business held for disposal, net | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Capitalized internal-use software, net | ||||||||
| Right of use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Inventories, non-current, net | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Revolving line of credit | $ | $ | ||||||
| Trade payables | ||||||||
| Accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Note payable, current | ||||||||
| Lease liabilities, current | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Lease liabilities, non-current | ||||||||
| Notes payable, non-current | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (see Note 14) | ||||||||
| Stockholders' equity: | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock, $ par value; authorized; and shares issued and outstanding as of June 28, 2026 and December 28, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, | June 29, | June 28, | June 29, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit (loss) | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Impairment charges | ||||||||||||||||
| Restructuring costs | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income and other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on extinguishment of vendor payable | ||||||||||||||||
| Income (loss) from continuing operations before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| (Benefit from) provision for income taxes | ||||||||||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) from discontinued operations, net of taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) from continuing operations per share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) per share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
Note: Net income (loss) equals total comprehensive income (loss) for all periods presented. Additionally, the Company notes that income taxes related to discontinued operations were immaterial in nature for the periods presented and as such, only net income (loss) from discontinued operations was reported in the unaudited condensed consolidated statement of operations.
See accompanying notes to unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Six Months Ended | ||||||||
| June 28, | June 29, | |||||||
| 2026 | 2025 | |||||||
| Cash flows provided by (used in) operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| ROU asset amortization | ||||||||
| Stock-based compensation | ||||||||
| Gain on extinguishment of vendor payable | ( | ) | ||||||
| Impairment on investment in non-affiliate | ||||||||
| Write-down of inventories | ||||||||
| Loss on disposal of equipment | ||||||||
| Provision for credit losses | ||||||||
| Other | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Contract assets | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ( | ) | ||||
| Trade payables | ( | ) | ||||||
| Accrued liabilities | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows provided by (used in) investing activities: | ||||||||
| Capital expenditures for property and equipment | ( | ) | ( | ) | ||||
| Capitalized internal-use software | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | ( | ) | ( | ) | ||||
| Cash flows provided by (used in) financing activities: | ||||||||
| Payment of notes payable | ( | ) | ( | ) | ||||
| Proceeds from line of credit | ||||||||
| Repayment of line of credit | ( | ) | ( | ) | ||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from issuance of common stock to investors | ||||||||
| Stock issuance cost | ( | ) | ( | ) | ||||
| Taxes paid related to net settlement of equity awards | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Supplemental disclosures of non-cash financing and investing items from continuing operations | ||||||||
| Purchases of assets with financing arrangements | $ | $ | ||||||
| Stock-based compensation capitalized as internal-use software | $ | $ | ||||||
| Purchases of property and equipment in accounts payable and accrued liabilities | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance at December 28, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock under ATM stock offering, net of stock issuance cost | ||||||||||||||||||||
| Common stock issued under stock plans and employee stock purchase plans | ||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Net income (loss) | — | ( | ) | ( | ) | |||||||||||||||
| Balance at March 29, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock under ATM stock offering, net of stock issuance cost | ||||||||||||||||||||
| Common stock issued under stock plans and employee stock purchase plan | ||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Net income (loss) | — | ( | ) | ( | ) | |||||||||||||||
| Balance at June 28, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance at December 29, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock under ATM stock offering, net of stock issuance cost | ||||||||||||||||||||
| Issuance of common stock from private placement, net of stock issuance cost | ||||||||||||||||||||
| Common stock issued under stock plans and employee stock purchase plans | ||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Net income (loss) | — | ( | ) | ( | ) | |||||||||||||||
| Balance at March 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock under ATM stock offering, net of stock issuance cost | ||||||||||||||||||||
| Common stock issued under stock plans and employee stock purchase plan | ||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Net income (loss) | — | ( | ) | ( | ) | |||||||||||||||
| Balance at June 29, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 — The Company and Basis of Presentation
QuickLogic Corporation ("QuickLogic" or the "Company") was founded in 1988 and completed its reincorporation in Delaware in 1999. The Company is a fabless semiconductor company specializing in embedded Field Programmable Gate Array ("eFPGA") hard intellectual property ("IP"), Strategic Radiation Hardened and Antifuse FPGAs, and ruggedized programmable logic solutions.
The Company licenses its eFPGA IP to semiconductor companies for integration into application-specific integrated circuits ("ASICs") and system-on-chips ("SoCs") devices and develops and sells programmable logic semiconductor devices, including discrete eFPGAs. These technologies enable customers to incorporate configurable hardware functionality into custom semiconductor devices and electronic systems.
The Company's programmable logic technologies are used in a variety of markets, including aerospace and defense systems, industrial and infrastructure systems, computing platforms, and semiconductor devices developed by fabless semiconductor companies. The Company's products, software tools, and IP enable customers to efficiently implement programmable hardware functionality within custom semiconductor devices and electronic systems.
In the first quarter of 2025, the Company discontinued operations at its wholly-owned subsidiary, SensiML Corporation ("SensiML"), and began actively exploring options for the possible sale of SensiML or its assets. Furthermore, the Company started accounting for the SensiML subsidiary in accordance with ASC 205-20, Discontinued Operations. At the balance sheet date of December 28, 2025, the Company impaired all SensiML non-cash assets to a zero value and redesignated SensiML as a disposal asset within Discontinued Operations in accordance with ASC 205-20 and ASC 360-10. The Company has incurred $
The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of the Company’s management, these statements have been prepared in accordance with the United States generally accepted accounting principles (“U.S. GAAP”), and include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of results for the interim periods presented. The Company recommends that these interim unaudited condensed consolidated financial statements be read in conjunction with the Company's Form 10-K for the year ended December 28, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on March 27, 2026. Operating results for the three and six months ended June 28, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year.
QuickLogic's fiscal year ends on the Sunday closest to December 31 and each fiscal quarter ends on the Sunday closest to the end of each calendar quarter. QuickLogic's second fiscal quarter for 2026 and 2025 ended on June 28, 2026 and June 29, 2025, respectively.
Liquidity
The Company has financed its operations and capital investments through the sale of common stock, financing arrangements, operating leases, and cash flows from operations. As of June 28, 2026, the Company's principal sources of liquidity consisted of cash and cash equivalents from continuing operations of $
In the second quarter of 2026, the Company entered into (i) a Loan and Security Agreement (the "Credit Agreement"), by and between Sunflower Bank, N.A. ("Sunflower Bank") and (ii) a Promissory Note of the Company (the "Note"), providing for a $
The Company was in compliance with the Revolving Credit Facility loan covenants as of June 28, 2026. As of June 28, 2026, the Company had $
On February 25, 2025, the Company entered into an At Market Issuance Sales Agreement with Needham & Company, LLC, as sales agent (the "Agent"). On August 14, 2025, the Company amended and restated its At Market Issuance Sales Agreement with the Agent (the "Sales Agreement") in connection with filing a New Registration statement (as defined below). Pursuant to the Sales Agreement, the Company may offer and sell, from time to time, through the Agent, shares of the Company's common stock, par value of $
On August 14, 2025, the Company filed a new Registration Statement on Form S-3 (File No 333-289610) ("New Registration Statement") with the SEC to replace the Company's expiring Registration Statement on Form S-3, under which the Company may sell, from time-to-time, common stock, preferred stock, depositary shares, warrants, debt securities, and units, individually or as units comprised of one or more of the other securities or a combination thereof in an aggregate amount of up to $
In connection with the New Registration Statement, the Company filed a sales prospectus whereby it amended, restated, and renewed its ATM program, allowing the Company to sell an aggregate offering price of up to $
During the six months ended June 28, 2026, the Company sold
On March 6, 2025, the Company entered into Common Stock Purchase Agreements with certain institutional investors and their affiliated entities for the sale of an aggregate of
The Company currently uses its cash to fund its working capital, to accelerate the development of next-generation products, and for general corporate purposes. Based on past performance and current expectations, the Company believes that its existing cash and cash equivalents, together with the $
Various factors affect the Company’s liquidity, including, among others: the level of revenue and gross profit as a result of the cyclicality of the semiconductor industry; the conversion of design opportunities into revenue; market acceptance of existing and new products including solutions based on the Company's ArcticLink® and PolarPro® platforms, ArcticPro™, EOS S3 SoC, Eclipse II products, and eFPGA IP license and professional services; the timing, milestones, and payments related to our government contracts; fluctuations in revenue as a result of product end-of-life; fluctuations in revenue as a result of the stage in the product life cycle of its customers’ products; costs of securing access to and availability of adequate manufacturing capacity; levels of inventories; wafer purchase commitments; customer credit terms; the amount and timing of research and development expenditures; the timing of new product introductions; production volumes; product quality; sales and marketing efforts; the value and liquidity of its investment portfolio; changes in operating assets and liabilities; the ability to obtain or renew debt financing and to remain in compliance with the terms of existing credit facilities; the ability to raise funds from the sale of equity in the Company; the issuance and exercise of stock options and participation in the Company’s employee stock purchase plan; and other factors related to the uncertainties of the industry and global economics.
Over the longer term, the Company anticipates that sales generated from its new product offerings, existing cash and cash equivalents, together with financial resources from its Revolving Credit Facility, and its ability to raise additional capital in the public capital markets will be sufficient to satisfy its operations and capital expenditures. However, the Company cannot provide any assurance that it will be able to raise additional capital, if required, or that such capital will be available on terms acceptable to the Company. The inability of the Company to generate sufficient sales from its new product offerings and/or raise additional capital if needed could have a material adverse effect on the Company’s operations and financial condition, including its ability to maintain compliance with its lender’s financial covenants.
Principles of Consolidation
The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, and the applicable rules and regulations of the SEC, and include the accounts of QuickLogic and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Foreign Currency
The functional currency of the Company's non-U.S. operations is the U.S. dollar. Accordingly, all monetary assets and liabilities of these foreign operations are translated into U.S. dollars at current period-end exchange rates and non-monetary assets and related elements of expense are translated using historical exchange rates. Income and expense elements are translated to U.S. dollars using the average exchange rates in effect during the period. Gains and losses from the foreign currency transactions of these subsidiaries are recorded as interest income and other expense, net in the unaudited condensed consolidated statements of operations, and are insignificant for all periods presented.
Uses of Estimates
The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of commitments and contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
The methods, estimates, and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results it reports in its consolidated financial statements. The SEC has defined critical accounting policies as those that are most important to the portrayal of the Company's financial condition and results of operations and requires it to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.
Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Areas where management uses subjective judgment include, but are not limited to, revenue recognition, inventory valuation, including the identification of excess quantities, market value, and obsolescence, and valuation of long-lived and intangible assets. The Company believes that it applies judgments and estimates in a consistent manner and that such consistent application results in consolidated financial statements and accompanying notes that fairly represent all periods presented. However, any factual errors or errors in these judgments and estimates may have a material impact on the Company's consolidated financial statements. For additional information, please refer to the Company's most recent Annual Report on Form 10-K, which was filed with the SEC on March 27, 2026.
Concentration of Risk
The Company's accounts receivable are denominated in U.S. dollars and are derived primarily from sales to customers located in North America, Asia Pacific, and Europe. The Company performs ongoing credit evaluations of its customers and does not require collateral. See Note 13, Information Concerning Segments, Product Lines, Geographic Information, Accounts Receivable, and Revenue Concentration, for information regarding concentrations associated with accounts receivable.
In connection with its Revolving Credit Facility as of June 28, 2026, the Company maintains a substantial amount of cash deposits with Sunflower Bank. The concentration of cash with one financial institution poses certain risks. For instance, adverse developments affecting financial institutions, companies in the financial services industry, or the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance, could adversely impact the stability of Sunflower Bank, leading to additional financial risks for the Company.
Any material decline in available funding or the Company's ability to access its cash, cash equivalents, and liquidity resources, inclusive of those at Sunflower Bank, could adversely impact its ability to meet its operating expenses, financial and contractual obligations, or result in breaches of its contractual obligations. Any of these impacts could have material adverse impacts on the Company's operations and liquidity.
Note 2 — Significant Accounting Policies
During the three and six months ended June 28, 2026, there were no changes to the Company's significant accounting policies from its disclosures in the Annual Report on Form 10-K for the year ended December 28, 2025. For a discussion of the significant accounting policies, please see the Annual Report on Form 10-K for the fiscal year ended December 28, 2025, filed with the SEC on March 27, 2026.
Certain prior period amounts in the unaudited condensed consolidated financial statements and accompanying notes have been reclassified to conform to current period presentation. Further, certain prior period disclosures in the footnotes to the unaudited condensed consolidated financial statements have been modified to conform with current period presentation.
In the six months ended June 29, 2025, the Company determined there were observable indicators of impairment for its non-marketable equity investment. As such, the Company realized a full impairment of its non-marketable equity investment in the amount of $
For its trades receivable, the Company provides an allowance for credit losses based on historical experience and a specific identification basis. As of June 28, 2026 and December 28, 2025, the allowance for credit losses was $
During the three and six months ended June 28, 2026, the Company recognized $
Recent Accounting Standards Not Yet Adopted
In December 2025, the FASB issued ASU 2025-12, Codification Improvements to make improvements to the Codification arising from technical corrections, unintended application of the Codification, and clarifications. For all entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements. The adoption of ASU 2025-12 is not expected to have a significant impact on the Company's consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements to improve the navigability of the interim reporting guidance in ASC 270 and clarify when it applies. For public business entities, the amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements. The adoption of ASU 2025-11 is not expected to have a significant impact on the Company's consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software. For all entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements. The adoption of ASU 2025-06 is not expected to have a significant impact on the Company's consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. For public entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements. The adoption of ASU 2024-03 is not expected to have a significant impact on the Company's consolidated financial statements.
Note 3 — Discontinued Operations
In the first quarter of 2025, the Company announced its Board of Directors was actively exploring options for its wholly-owned subsidiary, SensiML. This decision by the Company and its Board of Directors was influenced by recent events, including eFPGA IP design wins with strategic customers, expansion of large government ruggedized FPGA and eFPGA IP contracts, performance improvements of its eFPGA IP products, recent changes in the FPGA market competitor landscape, and an increase in inbound interest from customers of former eFPGA market competitors. With the success of QuickLogic's eFPGA IP and ruggedized FPGA business, the Company will focus all of its resources on leveraging and growing the cornerstones of its core business model.
Preliminary discussions commenced with potential strategic partners regarding the possible sale of SensiML or its assets. As of January 7, 2025, the Company began accounting for the SensiML subsidiary in accordance with ASC 205-20, Discontinued Operations and accordingly, depreciation and amortization of assets held by SensiML was discontinued.
During Fiscal Year 2025, the Company continued to evaluate strategic alternatives for SensiML, including a potential sale of the business or its underlying assets. As of December 28, 2025, the Company determined that the anticipated sale of SensiML had not occurred within the originally expected time frame and management reassessed the expected timing of a potential disposition. As run-off operations at the SensiML subsidiary concluded in Fiscal Year 2025, the Company determined that a classification of asset group held for disposal for the SensiML subsidiary, in accordance with ASC 360-10, was appropriate. Additionally, its results of operations are presented as discontinued operations in the unaudited condensed consolidated financial statements. The Company continues to provide for the costs of maintaining SensiML assets until disposal via capital contributions.
As of June 28, 2026, there have not been any new material developments regarding the disposal of SensiML.
The following table provides details relating to major classes of assets and liabilities for discontinued operations classified as held for disposal as of June 28, 2026, and December 28, 2025 (in thousands):
| June 28, | December 28, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| TOTAL ASSETS | $ | $ | ||||||
The following table provides details relating to major line items constituting income (loss) for discontinued operations classified as held for disposal for the three and six months ended June 28, 2026 and June 29, 2025 (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, | June 29, | June 28, | June 29, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit (loss) | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Restructuring costs | ||||||||||||||||
| Income (loss) from discontinued operations before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| (Benefit from) provision for income taxes | ||||||||||||||||
| Net income (loss) from discontinued operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) from discontinued operations per share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
For the three and six months ended June 28, 2026, the Company has incurred $
The following is a breakdown of revenue from discontinued operations by product family (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||
| New products | $ | $ | $ | $ | ||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
Revenue streams from SensiML included Software as a Service (SaaS) subscriptions for development, per unit license fees when deployed in production, and proof-of-concept services.
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||
| Asia Pacific | $ | $ | $ | $ | ||||||||||||
| North America | ||||||||||||||||
| Europe | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
The following distributors and customers accounted for 10% or more of the Company's revenue from discontinued operations for the periods presented:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, | June 29, | June 28, | June 29, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Customer "L" | * | * | * | % | ||||||||||||
| Customer "O" | * | * | * | % | ||||||||||||
The following table provides the expenses from discontinued operations related to operating leases for the three and six months ended June 28, 2026 and June 29, 2025 (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||
| Operating lease costs from discontinued operations: | ||||||||||||||||
| Fixed | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Stock-based compensation expense from discontinued operations for the three and six months ended June 28, 2026 and June 29, 2025 was as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||
| Cost of revenue | $ | $ | $ | $ | ||||||||||||
| Research and development | ( | ) | ||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Total | $ | $ | $ | $ | ( | ) | ||||||||||
The following table provides cash flows from discontinued operations (in thousands):
| Six Months Ended | ||||||||
| June 28, | June 29, | |||||||
| 2026 | 2025 | |||||||
| Net cash provided by (used in) operating activities from discontinued operations | $ | ( | ) | $ | ( | ) | ||
| Net cash provided by (used in) investing activities from discontinued operations | ||||||||
| Net cash provided by (used in) financing activities from discontinued operations | ||||||||
Note 4 — Net Income (Loss) Per Share
Basic net income (loss) per share was computed by dividing net income (loss) available by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share was computed using the weighted average number of common shares outstanding during the period plus potentially dilutive common shares outstanding during the period under the treasury stock method. In computing diluted net income (loss) per share, the weighted average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options and warrants. For periods in which the Company has reported a net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders as dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. For periods in which the Company has reported a net income, diluted net income per share attributable to common stockholders is different from basic net income per share attributable to common stockholders as dilutive common shares would increase the amount of shares outstanding reduced by the amounts of treasury shares repurchased from the proceeds at the average market price for the period.
For the three and six months ended June 28, 2026 and June 29, 2025,
Note 5 — Balance Sheet Components
The following table provides details relating to certain balance sheet line items as of June 28, 2026, and December 28, 2025 (in thousands):
| June 28, | December 28, | |||||||
| 2026 | 2025 | |||||||
| Inventories, net - current: | ||||||||
| Work-in-process | $ | $ | ||||||
| Finished goods | ||||||||
| Inventories, net - non-current: | ||||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
| Prepaid expenses and other current assets: | ||||||||
| Prepaid taxes | $ | $ | ||||||
| Deferred charges | ||||||||
| Deferred cost of sales | ||||||||
| Other prepaid taxes, royalties, and other prepaid expenses | ||||||||
| Other | ||||||||
| $ | $ | |||||||
| Property and equipment, net: | ||||||||
| Equipment | $ | $ | ||||||
| Software tools | ||||||||
| Tooling | ||||||||
| Software | ||||||||
| Furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| Capitalized internal-use software, net: | ||||||||
| Capitalized internal-use software | $ | $ | ||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| Accrued liabilities: | ||||||||
| Accrued compensation | $ | $ | ||||||
| Accrued employee benefits | ||||||||
| Accrued payroll tax | ||||||||
| Other | ||||||||
| $ | $ | |||||||
The majority of the Company's deferred charges balances as of June 28, 2026 and December 28, 2025 relate primarily to the Company's software tools and related subscriptions. The Company amortizes its deferred charges over their estimated useful lives using the straight-line method.
As of June 28, 2026 and December 28, 2025, work-in-process inventories, net consist primarily of approximately $
The Company capitalized $
The Company recorded depreciation and amortization expense of $
Depreciation and amortization expense included approximately $
Note 6 — Property, Plant, and Equipment
Property, plant, and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation begins at the time the asset is placed in service. Maintenance and repairs are charged to operations as incurred. Depreciation is computed using the straight-line method over the following estimated useful lives of the assets:
| Estimated Useful Lives | |
|
|
|
| Tooling | |
|
|
|
|
|
|
|
|
|
The amortization period of leasehold improvements made at the inception of the lease is directly related to the initial lease term, while the amortization period for subsequent leasehold improvements is directly related to the initial lease term adjusted for extensions.
Note 7 — Intangible Assets
The following table provides the details of the carrying value of intangible assets capitalized related to the Company's successful defense of its patents in a lawsuit as of June 28, 2026 (in thousands):
| June 28, 2026 | ||||||||||||||||
| Remaining Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
| Capitalized patent litigation costs | $ | $ | ( | ) | $ | |||||||||||
| Total intangible assets related to patents | $ | $ | ( | ) | $ | |||||||||||
The following table provides the details of the carrying value of intangible assets capitalized related to the Company's successful defense of its patents in a lawsuit as of December 28, 2025 (in thousands):
| December 28, 2025 | ||||||||||||||||
| Remaining Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
| Capitalized patent litigation costs | $ | $ | ( | ) | $ | |||||||||||
| Total intangible assets related to patents | $ | $ | ( | ) | $ | |||||||||||
The following table provides the details of future annual amortization of intangible assets related to our patents, based upon the current useful lives at June 28, 2026 (in thousands):
| Amount | ||||
| Annual Fiscal Years | ||||
| 2026 (remaining period) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
Note 8 — Debt Obligations
Revolving Line of Credit
In the second quarter of 2026, the Company entered into (i) a Loan and Security Agreement (the "Credit Agreement"), by and between Sunflower Bank, N.A. ("Sunflower Bank") and (ii) a Promissory Note of the Company (the "Note"), providing for a $
Financial covenants of the Revolving Credit Facility require the Company to (i) maintain its Primary Operating Account and all other U.S.-based bank accounts with Sunflower Bank, (ii) maintain at all times a balance of unrestricted cash in the Pledged Account not less than the principal amount of all cash advances under the Revolving Credit Facility, and (iii) maintain at all times, but subject to periodic reporting as of the last day of each quarter, not less than seven months of Remaining Months Liquidity ("RML"). For the purposes of the Revolving Credit Facility, RML means (i) unrestricted cash maintained at Lender (including cash in the Company's Pledged Account) minus the outstanding principal amount of the cash advances under the Revolving Credit Facility, divided by (ii) average trailing three (3) month EBITDA using the three months ending as of the most recent calendar quarter-end. The Company was in compliance with the Revolving Credit Facility loan covenants as of June 28, 2026.
As of June 28, 2026, the Company had $
As of December 28, 2025, the Company had $
The Company terminated its revolving line of credit with Heritage Bank of Commerce in May 2026.
Financing Arrangements
The Company has acquired certain assets consisting of tooling for performance under revenue contracts with customers, with smaller amounts related to IT infrastructure components, that were financed through financing arrangements. The following table provides details for assets financed through financing arrangements as of June 28, 2026, and December 28, 2025 (in thousands):
| June 28, | December 28, | |||||||
| 2026 | 2025 | |||||||
| Assets purchased through financing arrangements | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Assets purchased through financing arrangements, net | $ | $ | ||||||
| Corresponding note payable for financing arrangements | $ | $ | ||||||
| Minimum remaining term for outstanding financing arrangements | ||||||||
| Maximum remaining term for outstanding financing arrangements | ||||||||
| Weighted average remaining term for outstanding financing arrangements | ||||||||
| Minimum stated interest rate for outstanding financing arrangements | % | % | ||||||
| Maximum stated interest rate for outstanding financing arrangements | % | % | ||||||
| Weighted average stated interest rate for outstanding financing arrangements | % | % | ||||||
The following table provides detail on payments related to financing arrangements for the three and six months ended June 28, 2026 and June 29, 2025 (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, | June 29, | June 28, | June 29, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Payments related to financing arrangements | $ | $ | $ | $ | ||||||||||||
The following table provides the details of future payments for assets purchased through financing arrangements as of June 28, 2026 (in thousands):
| Financing Arrangements | ||||
| 2026 (remaining period) | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total payments | ||||
| Less: Interest | ( | ) | ||
| Present value of financing arrangements | $ | |||
Note 9 — Leases
The Company's principal research and development and corporate facilities are leased office buildings located in the United States. These lease facilities are classified as operating leases and have lease terms of to years. The Company maintains sales offices out of which it conducts sales and marketing activities in various countries outside of the United States which are rented under short-term leases. The Company has elected the practical expedient to apply to recognition requirements to short-term leases and recognizes rent payments on short-term leases on a straight-line basis over the lease term.
The following table provides the expenses related to operating leases (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||
| Operating lease costs: | ||||||||||||||||
| Fixed | $ | $ | $ | $ | ||||||||||||
| Short term | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The following table provides the details of supplemental cash flow information (in thousands):
| Six Months Ended | ||||||||
| June 28, 2026 | June 29, 2025 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from continuing operations used for operating leases | $ | $ | ||||||
Non-cash ROU assets related to operating leases included in the operating cash flows for continuing operations for the six months ended June 28, 2026 and June 29, 2025 were $
The following table provides the details of right-of-use assets and lease liabilities as of June 28, 2026 and December 28, 2025 (in thousands):
| June 28, 2026 | December 28, 2025 | |||||||
| Right-of-use assets: | ||||||||
| Operating leases | $ | $ | ||||||
| Lease liabilities: | ||||||||
| Operating leases | $ | $ | ||||||
The following table provides the details of future lease payments for operating leases as of June 28, 2026 (in thousands):
| Operating Leases | ||||
| 2026 (remaining period) | $ | |||
| 2027 | ||||
| Total lease payments | ||||
| Less: Interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
The following table provides the details of lease terms and discount rates as of June 28, 2026 and December 28, 2025:
| June 28, 2026 | December 28, 2025 | |||||||
| Right-of-use assets: | ||||||||
| Weighted-average remaining lease term (years) | ||||||||
| Operating leases(1) | ||||||||
| Weighted-average discount rates: | ||||||||
| Operating leases | % | % | ||||||
(1) The operating lease relates to the Company's headquarters in San Jose, CA. The lease term expires on June 14, 2027.
Note 10 — Capital Stock
Issuance of Common Stock
On February 25, 2025, the Company entered into an At Market Issuance Sales Agreement with Needham & Company, LLC, as sales agent (the "Agent"). On August 14, 2025, the Company amended and restated its At Market Issuance Sales Agreement with the Agent (the "Sales Agreement") in connection with filing a New Registration Statement (as defined below). Pursuant to the Sales Agreement, the Company may offer and sell, from time to time, through the Agent, shares of the Company's common stock, par value of $
On August 14, 2025, the Company filed a new Registration Statement on Form S-3 (File No 333-289610) ("New Registration Statement") with the SEC to replace the Company's expiring Registration Statement on Form S-3, under which the Company may sell, from time-to-time, common stock, preferred stock, depositary shares, warrants, debt securities, and units, individually or as units comprised of one or more of the other securities or a combination thereof in an aggregate amount of up to $
In connection with the New Registration Statement, the Company filed a sales prospectus whereby it amended, restated, and renewed its ATM program, allowing the Company to sell an aggregate offering price of up to $
During the six months ended June 28, 2026, the Company sold
Issuance costs for the Company's prior ATM offering and Amended ATM Offering are recorded on a pro-rata basis reflective of the percentage of shares sold to total shares available for sale under the prior ATM offering and Amended ATM Offering, respectively. The Company intends to use the net proceeds from the Amended ATM Offering for general corporate purposes, which may include, but is not limited to, working capital, licensing or acquiring intellectual property or technologies to incorporate in the Company's products, capital expenditures, or to fund possible investments in and acquisitions of complementary businesses, partnerships, or minority investments.
Of the $
On March 6, 2025, the Company entered into Common Stock Purchase Agreements with certain institutional investors and their affiliated entities for the sale of an aggregate of
Note 11 — Stock-Based Compensation
Stock-based compensation expense included in the Company's unaudited condensed consolidated financial statements for the three and six months ended June 28, 2026 and June 29, 2025 was as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||
| Cost of revenue | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The Company capitalized certain stock-based compensation amounts to capitalized internal-use software, net of $
Stock-Based Compensation Award Activity
The following table summarizes the activity in the shares available for grant under the 2019 Plan during the six months ended June 28, 2026 (in thousands):
| Shares Available for Grants | ||||
| Balance at December 28, 2025 | ||||
| PSUs/RSUs granted | ( | ) | ||
| PSUs/RSUs forfeited or expired | ||||
| Balance at June 28, 2026 | ||||
Stock Options
The following table summarizes stock options outstanding and stock option activity under the 2009 Plan and the 2019 Plan, and the related weighted average exercise price for the six months ended June 28, 2026:
| Weighted | Weighted | |||||||||||||||
| Average | Average | Aggregate | ||||||||||||||
| Number of | Exercise | Remaining | Intrinsic | |||||||||||||
| Shares | Price | Term | Value | |||||||||||||
| (in thousands) | (in years) | (in thousands) | ||||||||||||||
| Balance outstanding at December 28, 2025 | $ | |||||||||||||||
| Exercised | ( | ) | $ | |||||||||||||
| Forfeited or expired | $ | |||||||||||||||
| Balance outstanding, exercisable, and vested at June 28, 2026 | $ | $ | ||||||||||||||
Stock options in the amount of
Total stock-based compensation related to stock options was $
Restricted Stock Units
The Company grants restricted stock units (“RSUs”) and performance restricted stock units ("PRSUs") to employees and directors with various vesting terms. RSUs entitle the holder to receive, at no cost, one common share for each RSU as it vests. In general, the Company's policy is to withhold shares in settlement of employee tax withholding obligations upon the vesting of RSUs. The stock-based compensation expense related to RSUs and PRSUs was approximately $
As of June 28, 2026 and June 29, 2025, there was approximately $
A summary of activity for the Company's RSUs and PRSUs for the six months ended June 28, 2026 is as follows:
| RSUs & PRSUs Outstanding | ||||||||
| Weighted | ||||||||
| Average | ||||||||
| Number of | Grant Date | |||||||
| Shares | Fair Value | |||||||
| (in thousands) | ||||||||
| Nonvested at December 28, 2025 | $ | |||||||
| Granted | ||||||||
| Vested and released | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Nonvested at June 28, 2026 | $ | |||||||
Employee Stock Purchase Plan
Total stock-based compensation in continuing operations related to the Company's Employee Stock Purchase Plan was approximately $
Note 12 — Income Taxes
The Company notes that Note 12 - Income Taxes, is presented at the consolidated level, inclusive of continuing and discontinued operations, due to income taxes related to discontinued operations being immaterial in nature for the periods presented.
The Company recorded a net income tax expense (benefit) on the unaudited condensed consolidated statement of operations of $
Note 13 — Information Concerning Segments, Product Lines, Geographic Information, Accounts Receivable, and Revenue Concentration
The Company identifies its business segments based on business activities, management responsibility, and geographic location. For all periods presented, the Company operated in a single reportable business segment.
The Company has reportable operating segment based on how its Chief Operating Decision Maker (CODM) manages the business and in a manner consistent with the availability of discrete financial information and the internal reporting provided to the CODM. The CODM, the Company's Chief Executive Officer (CEO), reviews detailed income statements, balance sheets, and sales reports in order to assess performance of the Company. The CODM does not review assets at a different asset level or category than at the consolidated level and the consolidated statements of operations are presented to the CODM without further disaggregation. Significant segment expenses also include depreciation, amortization, and stock-based compensation, which are disclosed within the consolidated statements of cash flows. The Company does not have any significant intra-entity sales or transfers.
Sales, operating income, and net income are some of the key variables monitored by the CODM and management when determining the Company's financial condition and operating performance. The CODM uses sales, operating income (loss), and net income (loss) to evaluate income generated in deciding whether to reinvest profits into the segment or to use such profits for other purposes, such as for acquisitions or share repurchases. These key variables are also used to monitor budget versus actual results, as well as in competitive analyses by benchmarking to the Company’s competitors.
The following is a breakdown of revenue by product family (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||
| New products | $ | $ | $ | $ | ||||||||||||
| Mature products | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
New products revenue consists of revenues from the sale of hardware products manufactured on 180 nanometer or smaller semiconductor processes and of eFPGA IP licenses, as well as eFPGA-related professional services. Mature products include all products produced on semiconductor processes larger than 180 nanometer. Associated royalty revenues are included within their respective device's classification.
The following is a breakdown of new product revenue (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||
| Hardware products | $ | $ | $ | $ | ||||||||||||
| eFPGA IP and professional services | ||||||||||||||||
| New products revenue | $ | $ | $ | $ | ||||||||||||
eFPGA IP and professional services revenue was $
Contract assets were $
The tables below present disaggregated revenues by geographical location. Revenue attributed to geographic location is based on the destination of the product or service. Substantially all revenues in North America were in the United States. Revenue in the United States was $
The following is a breakdown of revenue by destination (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||
| Asia Pacific | $ | $ | $ | $ | ||||||||||||
| North America | ||||||||||||||||
| Europe | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
The following distributors and customers accounted for 10% or more of the Company's revenue for the periods presented:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 28, | June 29, | June 28, | June 29, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Distributor "A" | * | | * | | ||||||||||||
| Customer "A" | | | | | ||||||||||||
| Customer "B" | * | | * | | ||||||||||||
| Customer "E" | | * | * | * | ||||||||||||
| Customer "N" | * | | * | * | ||||||||||||
The following distributors and customers accounted for 10% or more of the Company's accounts receivable as of the dates presented:
| June 28, | December 28, | |||||||
| 2026 | 2025 | |||||||
| Distributor "C" | % | % | ||||||
| Customer "A" | * | % | ||||||
| Customer "C" | % | * | ||||||
| Customer "E" | % | * | ||||||
| Customer "Q" | * | % | ||||||
Note 14 — Commitments and Contingencies
Commitments
The Company's principal contractual commitments include purchase obligations, re-payments of drawdowns from the revolving line of credit, and payments under operating and financing arrangements. Purchase obligations are largely comprised of open purchase order commitments to suppliers and to subcontractors under professional services agreements. The Company's risk associated with the purchase obligations under professional services agreements is limited to the termination liability provisions within those contracts, and as such, it does not believe they represent a material liquidity risk to the Company.
Certain wafer manufacturers require the Company to forecast wafer starts several months in advance. The Company is committed to taking delivery of and paying for a portion of the forecasted wafer volume. As of June 28, 2026, the Company had $
Purchase Obligations
Purchase obligations represent contractual agreements to purchase goods or services entered into in the ordinary course of business. Purchase obligations are legally binding and amongst other things, specify a minimum or a range of quantities, pricing, and approximate timing of the transaction. Purchase obligations include amounts that are recorded on the Company's consolidated balance sheets, as well as amounts that are not recorded on the Company's consolidated balance sheets. The Company had $
Litigation
From time to time, the Company may become involved in legal actions arising in the ordinary course of business including, but not limited to, intellectual property infringement and collection matters. Absolute assurance cannot be given that any such third-party assertions will be resolved without costly litigation; in a manner that is not adverse to the Company’s financial position, results of operations, or cash flows; or without requiring royalty or other payments which may adversely impact gross profit.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following Management's Discussion and Analysis of Financial Condition and Results of Operations, as well as information contained in “Risk Factors” in Part II, Item 1A and elsewhere in this Quarterly Report on Form 10-Q, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend that these forward-looking statements be subject to the safe harbor created by those provisions. Forward-looking statements are generally written in the future tense and/or are preceded by words such as “will,” “may,” “should,” “forecast,” “could,” “expect,” “suggest,” “believe,” “anticipate,” “intend,” “plan,” "future," "potential," "target," "seek," "continue," "if" or other similar words.
The forward-looking statements contained in the Quarterly Report include statements regarding our strategies as well as (1) our revenue levels, including the commercial success of our solutions and new products, (2) the conversion of our design opportunities into revenue, (3) our liquidity, (4) our gross profit and breakeven revenue level and factors that affect gross profit and the break-even revenue level, (5) our level of operating expenses, (6) our research and development efforts, (7) our partners and suppliers, (8) industry and market trends, (9) our manufacturing and product development strategies, and (10) our competitive position.
The following discussion should be read in conjunction with the attached unaudited condensed consolidated financial statements and notes thereto, and with our audited consolidated financial statements and notes thereto for the fiscal year ended December 28, 2025, found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2026. Although we believe that the assumptions underlying the forward-looking statements contained in this Quarterly Report are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that such statements will be accurate. The risks, uncertainties, and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in Part II, Item 1A hereto and the risks, uncertainties, and assumptions discussed from time to time in our other public filings and public announcements. All forward-looking statements included in this document are based on information available to us as of the date hereof. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements, or our objectives and plans will be achieved. Furthermore, past performance in operations and share price is not necessarily indicative of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, that may arise after the date of this Quarterly Report on Form 10-Q.
Overview
QuickLogic Corporation was founded in 1988 and completed its reincorporation in Delaware in 1999. We develop embedded Field Programmable Gate Array ("eFPGA") hard intellectual property ("IP"), Strategic Radiation Hardened and Antifuse FPGAs, and ruggedized programmable logic solutions used in a range of applications requiring adaptable hardware functionality. Our technologies enable customers to incorporate programmable logic into custom semiconductor devices or deploy standalone programmable devices to implement system control, hardware acceleration, and other configurable functions.
We are a fabless semiconductor company whose primary offerings include eFPGA IP licensing, discrete FPGA devices, and related development tools and software. In certain cases, our licensing arrangements may include royalty payments based on customer production volumes. Semiconductor companies license our eFPGA IP to integrate programmable logic blocks into their application-specific integrated circuits ("ASICs") and system-on-chip ("SoC") devices. Our discrete FPGA devices enable customers to implement custom hardware functionality in applications requiring flexibility, low power consumption, and long product life cycles.
Our programmable logic technologies are used in a variety of markets, including aerospace and defense, industrial and infrastructure systems, data processing and computing platforms, and certain embedded and edge computing applications. The combination of programmable silicon technologies, software tools, and design resources enables customers to efficiently incorporate field-programmable hardware capabilities into both custom silicon and system-level products.
Certain of our programmable logic technologies are designed for applications requiring deterministic hardware operation, security, and long operational lifetimes, including aerospace, defense, and industrial systems, where reliable electronics are critical to system performance.
We also support government-sponsored initiatives focused on strengthening trusted microelectronics capabilities and advancing radiation-tolerant programmable logic technologies used in aerospace, defense, and other mission-critical systems.
Our current product offerings include our eFPGA IP licensing business and associated professional services, which consist of development and integration of eFPGA technology into customer semiconductor devices, as well as a range of FPGA silicon products, including EOS™, ArcticLink® III, PolarPro®3, PolarPro II, PolarPro®, and Eclipse II products. Our mature products include FPGA families such as PASIC®3 and QuickRAM®, as well as programming hardware and design software tools that support the development and deployment of programmable logic designs. We currently have a total of six patent applications pending.
Our EOS S3™ and ArcticLink® III silicon platforms combine mixed-signal physical functionality and fixed-function logic alongside programmable logic resources. Integrating these capabilities allows customers to implement cost-effective and energy-efficient system architectures while retaining the flexibility of programmable hardware. These platforms are designed to take advantage of semiconductor manufacturing nodes that enable reduced power consumption and smaller die sizes.
For cost-sensitive applications, we utilize small form-factor packaging options that reduce device costs and minimize printed circuit board space requirements for customers. For applications requiring enhanced environmental reliability, including certain aerospace and defense systems, we support packaging options designed for ruggedized operating environments.
We sell our products through a combination of direct sales personnel and sales channel partners in North America, Europe, and Asia. Our direct sales organization focuses on strategic customer engagements and technical support, while our channel partners and distributors support product availability and regional sales activities. In addition to our corporate headquarters in San Jose, California, we maintain international sales operations in Japan and the United Kingdom.
Customers typically purchase our FPGA devices through authorized distributors. We currently work with a network of distributors in North America, Europe, and Asia to support our global sales activities. Customers licensing our eFPGA IP generally enter into licensing agreements directly with QuickLogic.
We serve customers across several markets, including aerospace and defense, industrial systems, computing platforms, and semiconductor companies developing custom ASIC or SoC devices. Certain customers in aerospace, defense, and industrial markets continue to utilize our existing FPGA device platforms, while semiconductor companies increasingly license our eFPGA IP to integrate programmable logic into custom semiconductor designs.
We collaborate with a range of ecosystem partners on co-marketing, co-selling, and technology initiatives supporting our IP and silicon platforms. These partners include semiconductor IP providers, semiconductor design service companies, semiconductor foundries, semiconductor assembly and test providers, and other technology companies that support the development and deployment of programmable silicon solutions.
Our eFPGA IP is currently developed across a range of semiconductor manufacturing process technologies, including Intel 18A and process nodes such as 12nm, 16nm, 22nm, 28nm, 40nm, 65nm, 90nm, 130nm, 250nm, and 350nm with a roadmap targeting additional advanced semiconductor nodes. Our licensable IP is generated using our automated IP generator tool, Australis™, which enables the creation of customized eFPGA IP architectures that can be integrated into customer ASIC and SoC designs. This automated architecture generation capability allows customers to incorporate programmable logic into custom semiconductor devices with limited ongoing development involvement from QuickLogic, enabling a scalable IP licensing model.
As a fabless semiconductor company, we rely on third-party semiconductor foundries and manufacturing partners to fabricate, assemble, and test our silicon products. We work with multiple manufacturing partners to support a range of product volumes and applications, including the development of certain programmable logic technologies designed for use in semiconductor manufacturing environments operated within the United States. This approach allows us to leverage the manufacturing scale and process technologies of established semiconductor suppliers while focusing our internal resources on programmable logic architecture development, product design, and customer engagement.
For our commercial products, we outsource wafer fabrication primarily to GlobalFoundries and Taiwan Semiconductor Manufacturing Company Limited ("TSMC"). Packaging and assembly services for our commercial products are provided by third-party semiconductor assembly and test providers, including Amkor Technology, Inc., Integra Technologies, Inc., and Golden Altos Corporation.
GlobalFoundries manufactures several of our programmable silicon platforms, including EOS S3™, EOS S3 LV™, and EOS S3AI™ devices using a 40-nanometer complementary metal oxide semiconductor ("CMOS") process, and PolarPro® 3E, ArcticLink® III VX and BX products using a 65-nanometer CMOS process. We also have recently used GlobalFoundries 12nm process for a new FPGA device test chip. TSMC manufactures certain of our mature FPGA products, including PASIC® 3 and QuickRAM® devices, using 0.35-micron CMOS process, and Eclipse® devices using a 0.25-micron CMOS process. We purchase wafers from these suppliers primarily on a purchase order basis.
Outsourcing wafer fabrication allows us to benefit from the manufacturing scale, process technologies, and operational efficiencies of leading semiconductor foundries. We may establish additional foundry relationships in the future as required to support new product development, customer requirements, or supply chain diversification. For certain products used in aerospace, defense, and government-related applications, we may be required to source wafer fabrication, packaging, and testing services from suppliers that meet specific security, traceability, and quality standards. In these cases, we work with manufacturing partners that support trusted microelectronics programs and maintain appropriate certifications and operational controls required by U.S. government customers.
We expect that future revenue growth will depend on the continued adoption of our eFPGA IP technologies, the introduction of new FPGA devices, and the ongoing demand for our existing programmable logic products. Our growth strategy includes expanding our eFPGA IP business, developing additional programmable logic devices and architectures, and supporting the integration of programmable logic technologies into a broad range of semiconductor and system-level applications.
In the first quarter of 2025, we announced our Board of Directors was actively exploring options for the sale of our wholly-owned subsidiary, SensiML. This decision by us and our Board of Directors was influenced by recent events, including eFPGA IP design wins with strategic customers, expansion of large government ruggedized FPGA and eFPGA IP contracts, performance improvements of our eFPGA IP products, recent changes in the FPGA market competitor landscape, and an increase in inbound interest from customers of former eFPGA market competitors. With the success of QuickLogic's eFPGA IP and ruggedized FPGA business, we will focus all of our resources on leveraging and growing the cornerstones of our core business model.
As of January 7, 2025, we began accounting for the SensiML subsidiary in accordance with ASC 205-20, Discontinued Operations. During Fiscal Year 2025, we continued to evaluate strategic alternatives for SensiML, including a potential sale of the business or its underlying assets. As of December 28, 2025, we determined that the anticipated sale of SensiML had not occurred within the originally expected time frame and management reassessed the expected timing of a potential disposition. As run-off operations at the SensiML subsidiary concluded in Fiscal Year 2025, we determined that a classification of asset group held for disposal for the SensiML subsidiary, in accordance with ASC 360-10, was appropriate. As such, the following Management's Discussion and Analysis of Financial Condition and Results of Operations has been disaggregated as appropriate between continuing and discontinued operations.
During the second quarter of 2026, we generated total revenue from continuing operations of $5.5 million, an increase of 9% compared to the prior quarter, and an increase of 49% compared to the same quarter last year. Our new product revenue from continuing operations in the second quarter was $4.7 million, an increase of 9% from the prior quarter and an increase of 60% from the second quarter of 2025. Our mature product revenue from continuing operations was $0.8 million in the second quarter of 2026, an increase of 8% compared to the prior quarter, and an increase of 7% compared to the second quarter of 2025. We expect our mature product revenue to continue to fluctuate over time.
We devote substantially all of our development, sales, and marketing efforts to our new eFPGA IP licensing and professional services. Overall, we reported a net loss from continuing operations of $0.9 million for the second quarter of 2026, as compared to a net loss from continuing operations of $2.2 million in the prior quarter and a net loss from continuing operations of $2.7 million for the second quarter of 2025.
We reported a net loss from discontinued operations of $5 thousand for the second quarter of 2026, as compared to a net loss from discontinued operations of $4 thousand in the prior quarter and a net loss from discontinued operations of $9 thousand for the second quarter of 2025.
As of June 28, 2026, we had one operating lease with a remaining lease term of 0.92 years. The operating lease relates to our company headquarters in San Jose, CA.
Critical Accounting Policies and Estimates
The methodologies, estimates, and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. The SEC has defined critical accounting policies as those that are most important to the portrayal of the Company's financial condition and results of operations and requires us to make our most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our critical accounting policies include revenue recognition, inventory valuation, including the identification of excess quantities, market value, and obsolescence, and valuation of long-lived and intangible assets. We believe that we apply judgments and estimates in a consistent manner and that such consistent application results in consolidated financial statements and accompanying notes that fairly represent all periods presented. However, any factual errors or errors in these judgments and estimates may have a material impact on our financial statements. During the three and six months ended June 28, 2026, there were no changes in our critical accounting policies from our disclosure in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025, which was filed with the SEC on March 27, 2026.
Continuing Operations
Results of Operations
The following table sets forth the percentage of revenue from continuing operations for certain items in our unaudited condensed consolidated statements of operations for the periods indicated:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 28, 2026 |
June 29, 2025 |
June 28, 2026 |
June 29, 2025 |
|||||||||||||
| Revenue |
100 | % | 100 | % | 100 | % | 100 | % | ||||||||
| Cost of revenue |
56 | % | 74 | % | 60 | % | 65 | % | ||||||||
| Gross profit (loss) |
44 | % | 26 | % | 40 | % | 35 | % | ||||||||
| Operating expenses: |
||||||||||||||||
| Research and development |
28 | % | 32 | % | 29 | % | 30 | % | ||||||||
| Selling, general and administrative |
47 | % | 53 | % | 47 | % | 56 | % | ||||||||
| Impairment charges |
— | % | 8 | % | — | % | 4 | % | ||||||||
| Restructuring costs |
— | % | 1 | % | — | % | 1 | % | ||||||||
| Income (loss) from continuing operations |
(31 | )% | (68 | )% | (36 | )% | (56 | )% | ||||||||
| Interest expense |
(1 | )% | (3 | )% | (1 | )% | (3 | )% | ||||||||
| Interest income and other income (expense), net |
(1 | )% | (1 | )% | (1 | )% | — | % | ||||||||
| Gain on extinguishment of vendor payable |
17 | % | — | % | 9 | % | — | % | ||||||||
| Income (loss) from continuing operations before income taxes |
(16 | )% | (72 | )% | (29 | )% | (59 | )% | ||||||||
| (Benefit from) provision for income taxes |
— | % | — | % | — | % | — | % | ||||||||
| Net income (loss) from continuing operations |
(16 | )% | (72 | )% | (29 | )% | (59 | )% | ||||||||
Three Months Ended June 28, 2026 Compared to Three Months Ended June 29, 2025
Revenue
The table below sets forth the changes in revenue from continuing operations in the three months ended June 28, 2026 compared to the three months ended June 29, 2025 (in thousands, except percentage data):
| Three Months Ended |
||||||||||||||||||||||||
| June 28, 2026 |
June 29, 2025 |
Change |
||||||||||||||||||||||
| % of Total |
% of Total |
|||||||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
Amount |
Percentage |
|||||||||||||||||||
| New products |
$ | 4,660 | 85 | % | $ | 2,918 | 79 | % | $ | 1,742 | 60 | % | ||||||||||||
| Mature products |
822 | 15 | % | 769 | 21 | % | 53 | 7 | % | |||||||||||||||
| Total revenue |
$ | 5,482 | 100 | % | $ | 3,687 | 100 | % | $ | 1,795 | 49 | % | ||||||||||||
Note: For all periods presented, new products consist of hardware products manufactured on 180 nanometer or smaller semiconductor processes and eFPGA IP licenses, as well as professional services. Mature products include all products produced on semiconductor processes larger than 180 nanometer. Associated royalty revenues are included within their respective device's classification.
Product revenue for the second quarter of 2026 compared to the second quarter of 2025 increased $1.8 million. The increase primarily resulted from increases in eFPGA IP and professional services revenues.
New Product Revenue
The table below sets forth the changes in new product revenue from continuing operations in the three months ended June 28, 2026 compared to the three months ended June 29, 2025 (in thousands, except percentage data):
| Three Months Ended |
||||||||||||||||||||||||
| June 28, 2026 |
June 29, 2025 |
Change |
||||||||||||||||||||||
| % of Total |
% of Total |
|||||||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
Amount |
Percentage |
|||||||||||||||||||
| Hardware products |
$ | 251 | 5 | % | $ | 319 | 9 | % | $ | (68 | ) | (21 | )% | |||||||||||
| eFPGA IP and professional services |
4,409 | 80 | % | 2,599 | 70 | % | 1,810 | 70 | % | |||||||||||||||
| Total new product revenue |
$ | 4,660 | 85 | % | $ | 2,918 | 79 | % | $ | 1,742 | 60 | % | ||||||||||||
eFPGA IP revenue for the three months ended June 28, 2026 and June 29, 2025 was $4.4 million and $2.6 million, respectively, which was primarily professional services revenue.
Gross Profit
The table below sets forth the changes in gross profit from continuing operations for the three months ended June 28, 2026 compared to the three months ended June 29, 2025 (in thousands, except percentage data):
| Three Months Ended |
||||||||||||||||||||||||
| June 28, 2026 |
June 29, 2025 |
Change |
||||||||||||||||||||||
| % of Total |
% of Total |
|||||||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
Amount |
Percentage |
|||||||||||||||||||
| Revenue |
$ | 5,482 | 100 | % | $ | 3,687 | 100 | % | $ | 1,795 | 49 | % | ||||||||||||
| Cost of revenue |
3,075 | 56 | % | 2,733 | 74 | % | 342 | 13 | % | |||||||||||||||
| Gross profit (loss) |
$ | 2,407 | 44 | % | $ | 954 | 26 | % | $ | 1,453 | 152 | % | ||||||||||||
In the second quarter of 2026, gross profit increased $1.5 million, or 152%, compared to the same quarter in the prior year. The net increase in gross profit reflects a 49% increase in revenue, partially offset by a 13% increase in cost of revenue. Revenue increased from the same quarter in the prior year due to increased eFPGA IP and professional services revenues as the result of timing for related contracts. The net increase in cost of revenues was primarily due to increases in consulting services and increased depreciation.
Our semiconductor products have historically had long product life cycles and obsolescence has not been a significant factor in the valuation of inventories. However, some growth opportunities in non-Aerospace and Defense markets may experience shorter product life cycles, and the risk of obsolescence will increase. In general, our standard manufacturing lead times are longer than the binding forecasts we receive from customers.
Operating Expenses
The table below sets forth the changes in operating expenses from continuing operations for the three months ended June 28, 2026 compared to the three months ended June 29, 2025 (in thousands, except percentage data):
| Three Months Ended |
||||||||||||||||||||||||
| June 28, 2026 |
June 29, 2025 |
Change |
||||||||||||||||||||||
| % of Total |
% of Total |
|||||||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
Amount |
Percentage |
|||||||||||||||||||
| R&D expense |
$ | 1,556 | 28 | % | $ | 1,193 | 32 | % | $ | 363 | 30 | % | ||||||||||||
| SG&A expense |
2,552 | 47 | % | 1,962 | 53 | % | 590 | 30 | % | |||||||||||||||
| Impairment charges |
— | — | % | 300 | 8 | % | (300 | ) | (100 | )% | ||||||||||||||
| Restructuring costs |
16 | — | % | 21 | 1 | % | (5 | ) | (24 | )% | ||||||||||||||
| Total operating expenses |
$ | 4,124 | 75 | % | $ | 3,476 | 94 | % | $ | 648 | 19 | % | ||||||||||||
Research and Development
Our R&D expenses consist primarily of personnel, overhead, and other costs associated with SoC and software development, programmable logic design, and eFPGA development. R&D expenses for the second quarter of 2026 as compared to the same quarter in 2025 increased $0.4 million, primarily due to increases in compensation and employee-related expenditures and amortization and depreciation expense.
Selling, General and Administrative
Our selling, general and administrative ("SG&A") expenses consist primarily of personnel and related overhead costs for sales, marketing, finance, administration, human resources, and general management. The $0.6 million increase in SG&A expenses in the second quarter of 2026, as compared to the second quarter of 2025, was attributable primarily to increased compensation costs and credit loss expense.
Impairment Charges
The $0.3 million in impairment charges for the three months ended June 29, 2025 was attributable to the impairment of the Company's non-marketable equity investment.
Interest Expense, Interest Income and Other Income (Expense), Net
The table below sets forth the changes in interest expense and interest income and other income (expense), net from continuing operations for the three months ended June 28, 2026 compared to the three months ended June 29, 2025 (in thousands, except percentage data):
| Three Months Ended |
Change |
|||||||||||||||
| June 28, |
June 29, |
|||||||||||||||
| 2026 |
2025 |
Amount |
Percentage |
|||||||||||||
| Interest expense |
$ | (71 | ) | $ | (108 | ) | $ | (37 | ) | (34 | )% | |||||
| Interest income and other income (expense), net |
(41 | ) | (30 | ) | 11 | 37 | % | |||||||||
| Gain on extinguishment of vendor payable |
950 | — | 950 | 100 | % | |||||||||||
| Total interest (expense), interest income and other income (expense), net |
$ | 838 | $ | (138 | ) | $ | (976 | ) | (707 | )% | ||||||
Interest expense relates primarily to our revolving line of credit facilities and notes payable. Interest income and other income (expense), net, relates to net foreign exchange losses recorded, partially offset by interest earned in our money market accounts. Changes in interest expense are related to varying levels of utilization of our revolving loan. Interest expense for the second quarter of this year as compared to the same period in the prior year decreased approximately $37 thousand. Interest income and other income (expense), which is mostly comprised of bank fees, net foreign exchange losses, and refunds, increased approximately $11 thousand. Additionally, the Company recognized a $1.0 million gain upon the extinguishment of a vendor payable.
Provision for Income Taxes
The table below sets forth the changes in the provisions for income taxes in the three months ended June 28, 2026, compared to the three months ended June 29, 2025 (in thousands, except percentage data):
| Three Months Ended |
Change |
|||||||||||||||
| June 28, |
June 29, |
|||||||||||||||
| 2026 |
2025 |
Amount |
Percentage |
|||||||||||||
| (Benefit from) provision for income taxes |
$ | 3 | $ | 1 | $ | 2 | 200 | % | ||||||||
The Company recorded a net income tax expense of approximately $3 thousand for the three months ended June 28, 2026 and a net income tax expense of $1 thousand for the three months ended June 29, 2025. The effective tax rate as of the second quarter ended June 28, 2026 was (0.01)% as compared to (0.13)% for the same period in the prior year.
Six Months Ended June 28, 2026 Compared to Six Months Ended June 29, 2025
Revenue
The table below sets forth the changes in revenue from continuing operations in the six months ended June 28, 2026 compared to the six months ended June 29, 2025 (in thousands, except percentage data):
| Six Months Ended |
||||||||||||||||||||||||
| June 28, 2026 |
June 29, 2025 |
Change |
||||||||||||||||||||||
| % of Total |
% of Total |
|||||||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
Amount |
Percentage |
|||||||||||||||||||
| New products |
$ | 8,950 | 85 | % | $ | 6,665 | 83 | % | $ | 2,285 | 34 | % | ||||||||||||
| Mature products |
1,583 | 15 | % | 1,347 | 17 | % | 236 | 18 | % | |||||||||||||||
| Total revenue |
$ | 10,533 | 100 | % | $ | 8,012 | 100 | % | $ | 2,521 | 31 | % | ||||||||||||
Note: For all periods presented, new products consist of hardware products manufactured on 180 nanometer or smaller semiconductor processes and eFPGA IP licenses, as well as professional services. Mature products include all products produced on semiconductor processes larger than 180 nanometer. Associated royalty revenues are included within their respective device's classification.
Product revenue for the six months ended June 28, 2026 compared to the six months ended June 29, 2025 increased $2.5 million. The increase primarily resulted from increases in eFPGA IP and professional services revenues.
New Product Revenue
The table below sets forth the changes in new product revenue from continuing operations in the six months ended June 28, 2026 compared to the six months ended June 29, 2025 (in thousands, except percentage data):
| Six Months Ended |
||||||||||||||||||||||||
| June 28, 2026 |
June 29, 2025 |
Change |
||||||||||||||||||||||
| % of Total |
% of Total |
|||||||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
Amount |
Percentage |
|||||||||||||||||||
| Hardware products |
$ | 337 | 3 | % | $ | 449 | 6 | % | $ | (112 | ) | (25 | )% | |||||||||||
| eFPGA IP and professional services |
8,613 | 82 | % | 6,216 | 77 | % | 2,397 | 39 | % | |||||||||||||||
| Total new product revenue |
$ | 8,950 | 85 | % | $ | 6,665 | 83 | % | $ | 2,285 | 34 | % | ||||||||||||
eFPGA IP revenue for the six months ended June 28, 2026 and June 29, 2025 was $8.6 million and $6.2 million, respectively, which was primarily professional services revenue.
Gross Profit
The table below sets forth the changes in gross profit from continuing operations for the six months ended June 28, 2026 compared to the six months ended June 29, 2025 (in thousands, except percentage data):
| Six Months Ended |
||||||||||||||||||||||||
| June 28, 2026 |
June 29, 2025 |
Change |
||||||||||||||||||||||
| % of Total |
% of Total |
|||||||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
Amount |
Percentage |
|||||||||||||||||||
| Revenue |
$ | 10,533 | 100 | % | $ | 8,012 | 100 | % | $ | 2,521 | 31 | % | ||||||||||||
| Cost of revenue |
6,284 | 60 | % | 5,181 | 65 | % | 1,103 | 21 | % | |||||||||||||||
| Gross profit |
$ | 4,249 | 40 | % | $ | 2,831 | 35 | % | $ | 1,418 | 50 | % | ||||||||||||
In the six months ended June 28, 2026, gross profit increased $1.4 million, or 50%, compared to the six months ended June 29, 2025. The net increase in gross profit reflects a 31% increase in revenues, partially offset by a 21% increase in cost of revenue. Revenue increased from the same period in the prior year due to increased eFPGA IP and professional services revenues as the result of timing for related contracts. The net increase in cost of revenues was primarily due to increases in consulting services and increased depreciation, as well as additional inventory reserves.
Our semiconductor products have historically had long product life cycles and obsolescence has not been a significant factor in the valuation of inventories. However, some growth opportunities in non-Aerospace and Defense markets may experience shorter product life cycles, and the risk of obsolescence will increase. In general, our standard manufacturing lead times are longer than the binding forecasts we receive from customers.
Operating Expenses
The table below sets forth the changes in operating expenses from continuing operations for the six months ended June 28, 2026 compared to the six months ended June 29, 2025 (in thousands, except percentage data):
| Six Months Ended |
||||||||||||||||||||||||
| June 28, 2026 |
June 29, 2025 |
Change |
||||||||||||||||||||||
| % of Total |
% of Total |
|||||||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
Amount |
Percentage |
|||||||||||||||||||
| R&D expense |
$ | 3,068 | 29 | % | $ | 2,461 | 30 | % | $ | 607 | 25 | % | ||||||||||||
| SG&A expense |
4,989 | 47 | % | 4,498 | 56 | % | 491 | 11 | % | |||||||||||||||
| Impairment charges |
— | — | % | 300 | 4 | % | (300 | ) | (100 | )% | ||||||||||||||
| Restructuring costs |
27 | — | % | 75 | 1 | % | (48 | ) | (64 | )% | ||||||||||||||
| Total operating expenses |
$ | 8,084 | 76 | % | $ | 7,334 | 91 | % | $ | 750 | 10 | % | ||||||||||||
Research and Development
Our R&D expenses consist primarily of personnel, overhead, and other costs associated with SoC and software development, programmable logic design, and eFPGA development. R&D expenses for the six months ended June 28, 2026 as compared to the six months ended June 29, 2025 increased $0.6 million, primarily due to increases in compensation and employee-related expenditures and amortization and depreciation expense.
Selling, General and Administrative
Our SG&A expenses consist primarily of personnel and related overhead costs for sales, marketing, finance, administration, human resources, and general management. The $0.5 million increase in SG&A expenses in the six months ended June 28, 2026, as compared to the six months ended June 29, 2025, was attributable primarily to increased compensation and legal costs and credit loss expense.
Impairment Charges
The $0.3 million in impairment charges for the six months ended June 29, 2025 was attributable to the impairment of the Company's non-marketable equity investment.
Interest Expense, Interest Income and Other Income (Expense), Net
The table below sets forth the changes in interest expense and interest income and other income (expense), net from continuing operations for the six months ended June 28, 2026 compared to the six months ended June 29, 2025 (in thousands, except percentage data):
| Six Months Ended |
Change |
|||||||||||||||
| June 28, |
June 29, |
|||||||||||||||
| 2026 |
2025 |
Amount |
Percentage |
|||||||||||||
| Interest expense |
$ | (125 | ) | $ | (205 | ) | $ | (80 | ) | (39 | )% | |||||
| Interest income and other expense, net |
(74 | ) | (37 | ) | 37 | 100 | % | |||||||||
| Gain on extinguishment of vendor payable |
950 | — | 950 | 100 | % | |||||||||||
| Total interest (expense), interest income and other income (expense), net |
$ | 751 | $ | (242 | ) | $ | (993 | ) | (410 | )% | ||||||
Interest expense relates primarily to our revolving line of credit facilities and notes payable. Interest income and other income (expense), net, relates to net foreign exchange losses recorded, partially offset by interest earned in our money market accounts. Changes in interest expense are related to varying levels of utilization of our revolving loan. Interest expense for the six months ended June 28, 2026 as compared to the same period in the prior year decreased approximately $80 thousand. We did not utilize a revolving loan facility in the first quarter of 2026. Interest income and other income (expense), which is mostly comprised of bank fees, net foreign exchange losses, and refunds, increased approximately $37 thousand. Additionally, the Company recognized a $1.0 million gain upon the extinguishment of a vendor payable.
Provision for Income Taxes
The table below sets forth the changes in the provisions for income taxes in the six months ended June 28, 2026, compared to the six months ended June 29, 2025 (in thousands, except percentage data):
| Six Months Ended |
Change |
|||||||||||||||
| June 28, |
June 29, |
|||||||||||||||
| 2026 |
2025 |
Amount |
Percentage |
|||||||||||||
| (Benefit from) provision for income taxes |
$ | — | $ | 6 | $ | (6 | ) | (100 | )% | |||||||
The Company recorded a net income tax expense of approximately $0 thousand for the six months ended June 28, 2026 and a net income tax expense of $6 thousand for the six months ended June 29, 2025. The effective tax rate as of the second quarter ended June 28, 2026 was (0.01)% as compared to (0.13)% for the same period in the prior year.
Discontinued Operations
Results of Operations
The following table sets forth the percentage of revenue from discontinued operations for certain items in our unaudited condensed consolidated statements of operations for the periods indicated:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 28, 2026 |
June 29, 2025 |
June 28, 2026 |
June 29, 2025 |
|||||||||||||
| Revenue |
— | % | — | % | — | % | 100 | % | ||||||||
| Cost of revenue |
— | % | — | % | — | % | 27 | % | ||||||||
| Gross profit (loss) |
— | % | — | % | — | % | 73 | % | ||||||||
| Operating expenses: |
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| Research and development |
— | % | — | % | — | % | 164 | % | ||||||||
| Selling, general and administrative |
— | % | — | % | — | % | 118 | % | ||||||||
| Restructuring costs |
— | % | — | % | — | % | 791 | % | ||||||||
| Income (loss) from discontinued operations before income taxes |
— | % | — | % | — | % | (1000 | )% | ||||||||
Balance Sheet Activities
Balance sheet amounts from continuing operations at June 28, 2026 compared to December 28, 2025 resulted from typical and usual activities in the normal course of business.
Total assets decreased by approximately $1.8 million, primarily due to a $1.5 million reduction in accounts receivable and contract assets due to the collection of outstanding receivables, a $0.6 million net decrease in equipment and internal-use software assets, a $0.4 million reduction in cash and cash equivalents due to greater payments than borrowings on the Company's revolving line of credit, a $0.2 million in amortization expense of our right-of-use assets, and a $0.1 million reduction in our inventory balances, partially offset by a $0.8 million increase in prepaid expenses and other current assets and a $0.1 million net increase in other assets.
Liabilities decreased by approximately $10.6 million due to greater payments than borrowings in the amount of $10.0 million on our revolving lines of credit, a $0.6 million decrease in accrued liabilities, and payments on notes payable and operating leases of $0.2 million and $0.1 million, respectively, partially offset by a $0.3 million increase in deferred revenues.
Equity increased $8.8 million due to a $11.9 million increase in additional paid in capital arising from the sale of shares of common stock and recognition of stock-based compensation, partially offset by a $3.1 million net loss for the six months ended June 28, 2026.
Liquidity and Capital Resources
We have financed our operations and capital investments through the sale of our common stock, financing arrangements, operating leases, and cash flows from operations. As of June 28, 2026, our principal sources of liquidity consisted of cash and cash equivalents from continuing operations of $18.5 million, inclusive of a $5.0 million advance from our Revolving Credit Facility and $9.5 million in net proceeds from the sale of our common stock in the six months ended June 28, 2026.
On February 25, 2025, we entered into an At Market Issuance Sales Agreement with Needham & Company, LLC, as sales agent (the "Agent"). On August 14, 2025, the Company amended and restated its At Market Issuance Sales Agreement with the Agent (the "Sales Agreement") in connection with filing a New Registration Statement (as defined below). Pursuant to the Sales Agreement, we may offer and sell, from time to time, through the Agent, shares of our common stock, par value of $0.001 per share, having an aggregate offering price of up to $20,000,000.
On August 14, 2025, we filed a new Registration Statement on Form S-3 (File No 333-289610) ("New Registration Statement") with the SEC to replace our expiring Registration Statement on Form S-3, under which we may sell, from time-to-time, common stock, preferred stock, depositary shares, warrants, debt securities, and units, individually or as units comprised of one or more of the other securities or a combination thereof in an aggregate amount of up to $125,000,000. Our registration statement became effective August 22, 2025.
In connection with the New Registration Statement, we filed a sales prospectus whereby we amended, restated, and renewed our ATM program, allowing us to sell an aggregate offering price of up to $20,000,000 (the "Amended ATM Offering"). The $20,000,000 shares of our common stock that may be sold under the Amended ATM Offering are included in the $125,000,000 of our securities that may be sold under the New Registration Statement.
During the six months ended June 28, 2026, we sold 903 thousand shares under the Amended ATM Offering, resulting in net cash proceeds of approximately $9.5 million. Issuance costs related to the Amended ATM Offering were $297 thousand. In the six months ended June 29, 2025, we sold 678 thousand shares under the prior ATM offering, resulting in net cash proceeds of approximately $4.1 million. Issuance costs related to the prior ATM offering were $157 thousand.
On March 6, 2025, we entered into Common Stock Purchase Agreements with certain institutional investors and their affiliated entities for the sale of an aggregate of 256 thousand shares of common stock, par value $0.001, in a registered direct offering, resulting in net cash proceeds of approximately $1.5 million. Issuance costs related to the offering were $20 thousand. The purchase price for each share of common stock was $5.93.
We currently use our cash to fund our working capital, to accelerate the development of next-generation products, and for general corporate purposes. Based on past performance and current expectations, we believe that our existing cash and cash equivalents, together with $9.5 million in net cash proceeds from the Amended ATM Offering and sales thereby, our revenues from operations, and the available financial resources from our Revolving Credit Facility will be sufficient to fund our operations and capital expenditures and provide adequate working capital for the next twelve months.
Various factors affect our liquidity, including, among others: the level of revenue and gross profit as a result of the cyclicality of the semiconductor industry; the conversion of design opportunities into revenue; market acceptance of existing and new products including solutions based on our ArcticLink® and PolarPro® platforms, ArcticPro™, EOS S3 SoC, Eclipse II products, and eFPGA IP license and professional services; the timing, milestones, and payments related to our government contracts; fluctuations in revenue as a result of product end-of-life; fluctuations in revenue as a result of the stage in the product life cycle of our customers’ products; costs of securing access to and availability of adequate manufacturing capacity; levels of inventories; wafer purchase commitments; customer credit terms; the amount and timing of research and development expenditures; the timing of new product introductions; production volumes; product quality; sales and marketing efforts; the value and liquidity of our investment portfolio; changes in operating assets and liabilities; the ability to obtain or renew debt financing and to remain in compliance with the terms of existing credit facilities; the ability to raise funds from the sale of equity in the company; the issuance and exercise of stock options and participation in our employee stock purchase plan; and other factors related to the uncertainties of the industry and global economics.
Over the longer term, we anticipate that sales generated from our new product offerings, existing cash and cash equivalents, together with financial resources from our Revolving Credit Facility with Sunflower Bank, and our ability to raise additional capital in the public capital markets will be sufficient to satisfy our operations and capital expenditures. However, we cannot provide any assurance that we will be able to raise additional capital, if required, or that such capital will be available on terms acceptable to us. The inability to generate sufficient sales from our new product offerings and/or raise additional capital if needed could have a material adverse effect on our operations and financial condition, including our ability to maintain compliance with our lender’s financial covenants.
As of June 28, 2026, most of our cash and cash equivalents were invested in a money market account at Sunflower Bank. As of June 28, 2026, our interest-bearing debt consisted of $2.6 million outstanding under notes payable. See Note 8 - Debt Obligations, to the unaudited condensed consolidated financial statements for more details.
Cash balances held at our foreign subsidiaries were approximately $0.1 million as of June 28, 2026 and December 28, 2025. Earnings from our foreign subsidiaries are currently deemed to be indefinitely reinvested. We do not expect such reinvestment to affect our liquidity and capital resources, and we continually evaluate our liquidity needs and ability to meet global cash requirements as a part of our overall capital deployment strategy. Factors that affect our global capital deployment strategy include anticipated cash flows, the ability to repatriate cash in a tax-efficient manner, funding requirements for operations and investment activities, acquisitions and divestitures, and capital market conditions.
In summary, our cash flows were as follows (in thousands):
| Six Months Ended |
||||||||
| June 28, |
June 29, |
|||||||
| 2026 |
2025 |
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| Net cash provided by (used in) operating activities |
$ | 2,190 | $ | (1,498 | ) | |||
| Net cash provided by (used in) investing activities |
(1,435 | ) | (3,001 | ) | ||||
| Net cash provided by (used in) financing activities |
(1,122 | ) | 1,817 | |||||
Net cash provided by (used in) operating activities
For the six months ended June 28, 2026, net cash provided by operating activities was $2.2 million, which was primarily due to net non-cash charges of $4.4 million, which included $3.1 million in depreciation and amortization expenses, $1.6 million of stock-based compensation, $0.3 million in inventory write-downs, $0.2 million in ROU asset amortization expenses, and $0.1 million in credit loss expense, partially offset by a net loss of $3.1 million and a non-cash gain on the extinguishment of a vendor payable of $1.0 million. Cash inflow from changes in operating assets and liabilities was approximately $0.9 million and was primarily due to decreases in accounts receivable and contract assets and increases in trade payables and deferred revenues, partially offset by increases in inventories and other assets and decreases in accrued liabilities and lease liabilities.
For the six months ended June 29, 2025, net cash used in operating activities was $1.5 million, which was primarily due to the net loss of $4.9 million, adjusted for net non-cash charges of $4.9 million, which included $2.6 million in depreciation and amortization expenses, $1.7 million of stock-based compensation, $0.3 million in impairment charges related to the Company's investment in a non-affiliate, $0.1 million in inventory write-downs, and $0.1 million in ROU asset amortization expenses. Cash outflow from changes in operating assets and liabilities was approximately $1.6 million and was primarily due to decreases in accounts payable, accrued liabilities, deferred revenues, and lease liabilities and increases in contract assets, inventories, and other assets, partially offset by a decrease in accounts receivable.
Net cash provided by (used in) investing activities
For the six months ended June 28, 2026 and June 29, 2025 cash used in investing activities was $1.4 million and $3.0 million, respectively, which were primarily attributable to the capital expenditures relating to licensed software, capitalized internal-use software, and purchase of specialized semiconductor tooling, which was capitalized.
Net cash provided by (used in) financing activities
Cash flows from financing activities include the drawdowns and repayments of our line of credit. For six months ended June 28, 2026, repayments were greater than drawdowns by $10.0 million. For six months ended June 29, 2025, repayments were greater than drawdowns by $3.0 million.
For the six months ended June 28, 2026, cash used in financing activities was $1.1 million, which was primarily due to greater repayments of $10.0 million on our line of credit and $1.4 million in payments related to financing arrangements, partially offset by net proceeds of $10.3 million from sale of our common stock.
For the six months ended June 29, 2025, cash provided by financing activities was $1.8 million and was primarily due to greater repayments of $3.0 million on our line of credit and $1.1 million in payments related to financing arrangements, partially offset by net proceeds of $5.9 million from sale of our common stock.
Off-Balance Sheet Arrangements
We do not maintain any off-balance sheet partnerships, arrangements, or other relationships with unconsolidated entities or others, often referred to as structured finance or special purpose entities, which are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on management's evaluation as of June 28, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this Quarterly Report on Form 10-Q was (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None.
We have described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 28, 2025, filed with the SEC on March 27, 2026, and under the heading "Risk Factors" included in our Form 10-Q for the quarter ended March 29, 2026, filed with the SEC on May 13, 2026, a number of risks and uncertainties that could cause our actual results of operations and financial condition to vary materially from past, or from anticipated future, results of operations and financial condition. There have been no material changes from these risk factors previously described in our 2025 Annual Report on Form 10-K for the year ended December 28, 2025 and our Quarterly Report on Form 10-Q for the quarter ended March 29, 2026. These risks and uncertainties are not the only risks facing us. Additional risks and uncertainties not presently known to us or that we currently deem not material may also adversely affect our business, financial condition, results of operations, or the market price of our Common Stock.
Item 3. Defaults Upon Senior Securities
None.
Insider Trading Arrangements
For the three months ended June 28, 2026, of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:
a. Exhibits The following Exhibits are filed or incorporated by reference into this report:
| Exhibit Number |
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Description |
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| 31.1 |
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| 31.2 |
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| 32.1 |
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| 32.2 |
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| 101.INS |
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 |
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The cover page from the Company’s quarterly report on Form 10-Q for the quarter ended June 28, 2026, has been formatted in Inline XBRL and contained in Exhibit 101. |
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 thereunto duly authorized.
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QUICKLOGIC CORPORATION |
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/s/ Elias Nader |
| Date: |
August 12, 2026 | Elias Nader |
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Chief Financial Officer, and Senior Vice-President, Finance |