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| PART I |
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| ITEM 1. | Business | 5 |
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| ITEM 1A. | Risk Factors | 11 |
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| ITEM 1B. | Unresolved Staff Comments | 19 |
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| ITEM 1C. | Cybersecurity | 19 |
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| ITEM 2. | Properties | 20 |
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| ITEM 3. | Legal Proceedings | 20 |
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| ITEM 4. | Mine Safety Disclosures | 20 |
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| PART II |
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| ITEM 5. | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 21 |
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| ITEM 6. | Reserved | 22 |
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| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
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| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 32 |
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| ITEM 8. | Financial Statements and Supplementary Data | 33 |
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| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 59 |
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| ITEM 9A. | Controls and Procedures | 59 |
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| ITEM 9B. | Other Information | 60 |
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| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 60 |
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| PART III |
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| ITEM 10. | Directors, Executive Officers and Corporate Governance | 61 |
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| ITEM 11. | Executive Compensation | 61 |
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| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 61 |
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| ITEM 13. | Certain Relationships, Related Transactions, and Director Independence | 61 |
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| ITEM 14. | Principal Accounting Fees and Services | 61 |
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| PART IV |
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| ITEM 15. | Exhibits and Financial Statement Schedules | 62 |
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| Signatures | | 65 |
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FORWARD-LOOKING STATEMENT AND RISK FACTOR SUMMARY
Forward-Looking Statements
This Annual Report on Form 10-K, including the information contained in "Management’s Discussion and Analysis of Financial Condition and Results of Operations", as well as information contained in “Risk Factors” in Item 1A and elsewhere in this Annual Report on Form 10-K, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding our business, financial condition, results of operations, and prospectus. We intend that these forward-looking statements be subject to the safe harbors 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 this Annual Report involve a number of risks and uncertainties, many of which are outside of our control. Factors that could cause actual results to differ materially from projected results include, but are not limited to, risks associated with (i) the conversion of our design opportunities into revenue; (ii) the commercial and technical success of our new products and our successful introduction of products and solutions incorporating emerging technologies or standards; (iii) our dependence on our relationships with third parties to manufacture our products and solutions; (iv) our dependence upon single suppliers to fabricate and assemble our products; (v) the liquidity required to support our future operating and capital requirements; (vi) our ability to accurately estimate quarterly revenue; (vii) our expectations about market and product trends; (viii) our future plans for partnerships and collaborations; (ix) our dependence upon a few customers for a significant portion of our total revenue; (x) our ability to forecast demand for our products; (xi) our dependence on our international business operations; (xii) our ability to attract and retain key personnel; (xiii) our ability to remain competitive in our industry; (xiv) our ability to protect our intellectual property rights; (xv) our ability to prevent cyberattacks and protect our data; (xvi) pandemics, epidemics, or other widespread public health problems, such as the COVID-19 pandemic, which could impact the global economy, and (xvii) global hostilities, including the invasion of Ukraine by Russia and resulting regional instability, and the continued hostilities and armed conflict in the Middle East, which could adversely impact the global supply chain, disrupt our operations, or negatively impact the demand for our products in our primary end markets*. Although we believe that the assumptions underlying the forward-looking statements contained in this Annual 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 I, 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.*
As used herein, "QuickLogic," the "Company," "we," "our," and similar terms include QuickLogic Corporation and its subsidiaries, unless the context indicates otherwise.
Some of the factors that could materially and adversely affect our business, financial condition, results of operations and cash flows, but are not limited to, the following:
Risks Related to Our Business
| • | We have incurred losses in the past years. We may not be able to generate sufficient revenue or raise additional financing to fund future losses, and we may not be able to sustain sufficient liquidity, and as a result, our financial condition and operating results could be materially and adversely affected. |
| • | Our future operating results are likely to fluctuate and therefore may fail to meet expectations, which could materially adversely affect our business, results of operations and financial condition. |
| • | Cyberattacks, like our 2023 cybersecurity incident can lead to disruption of business, reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position. |
| • | We may be unable to adequately protect our intellectual property rights and may face significant expenses as a result of future litigation. |
Risk Related to Our Common Stock
| • | We may be unable to accurately estimate quarterly revenue, which could adversely affect the trading price of our stock. |
| • | If we do not maintain compliance with the listing requirements of the Nasdaq Capital Market, our common stock could be delisted, which could, among other things, reduce the price of our common stock and the levels of liquidity available to our stockholders. |
Risks Related to Our Industry and Global and Economic Conditions
| • | The semiconductor industry is highly competitive, and has experienced significant consolidation, and if we are unable to compete effectively or identify attractive opportunities for consolidation, it could materially adversely affect our business and results of operations. |
| • | The semiconductor business is subject to downward price pressure. |
Risks Related to Our Products
| • | If we fail to successfully develop, introduce and sell new products and other new solutions or if our design opportunities do not generate the revenue we expect, we may be unable to compete effectively in the future and our future gross margins and operating results will be lower. |
| • | If markets for our new products do not develop, or if our products do not meet customer needs, the loss of or reduction in orders could adversely affect our revenue and harm our business financial condition, operating results and cash flows. |
| • | If our AI products are not low touch, the cost of addressing the fragmented AI market will be high, which will delay market penetration, result in reduced revenues or require increased expenses, any of which could adversely affect our revenue and harm our business financial condition, operating results and cash flows. |
| • | Our products are subject to a lengthy sales cycle and our customers may cancel or change their product plans after we have expended substantial time and resources in the design of their products |
| • | If we fail to adequately forecast demand for our products, we may incur product shortages or excess product inventories. |
Risk Related to Our Customers and Partners
| • | We currently depend on a limited number of significant customers, for a significant portion of our revenue, and the loss of, or reduction in orders from, such significant customers could adversely affect our revenue and harm our business financial condition, operating results and cash flows. |
| • | We depend on our relationships with third parties to manufacture our new products. |
| • | We depend upon third parties for silicon IP, detailed registered-transfer level, ("RTL"), design, physical design, verification and assembly of our silicon platforms and any failure to meet our requirements in a timely fashion may adversely affect our time to market and revenue. |
| • | We depend upon partnering with other companies to develop IP, reference platforms, algorithm and system software. |
| • | We depend upon third parties to fabricate, assemble, test and program our products, and to provide logistics services. Any problems at these third parties could adversely affect our business, results of operations and financial condition. |
