QUICKLOGIC Corp

Previous wording

For cost-sensitive applications, we utilize small form-factor packaging options that reduce device cost 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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

During the first quarter of 2026, we generated total revenue from continuing operations of $5.1 million, an increase of 35% compared to the prior quarter, and an increase of 17% compared to the same quarter last year. Our new product revenue from continuing operations in the first quarter was $4.3 million, an increase of 51% from the prior quarter and an increase of 14% from the first quarter of 2025. Our mature product revenue from continuing operations was $0.8 million in the first quarter of 2026, a decrease of 14% compared to the prior quarter, and an increase of 32% compared to the first quarter of 2025. We expect our mature product revenue to continue to fluctuate over time.

Current wording

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.

Previous wording

We devote substantially all of our development, sales, and marketing efforts to our neweFPGA IP licensing and professional services. Overall, we reported a net loss from continuing operations of $2.2 million for the first quarter of 2026, as compared to a net loss from continuing operations of $3.6 million in the prior quarter and a net loss from continuing operations of $2.1 million for the first quarter of 2025.

Current wording

We devote substantially all of our development, sales, and marketing efforts to our neweFPGA 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.

Previous wording

We reported a net loss from discontinued operations of $4 thousand for the first quarter of 2026, as compared to a net loss from discontinued operations of $2.4 million in the prior quarter and a net loss from discontinued operations of $0.1 million for the first quarter of 2025. The net loss from discontinued operations of $2.4 million recognized in the prior quarter was primarily attributable to the full impairment of the asset group of the SensiML subsidiary in the amount of $2.4 million.

Current wording

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.

Previous wording

As of March 29, 2026, we had one operating lease with a remaining lease term of 1.17 years. The operating lease relates to our company headquarters in San Jose, CA.

Current wording

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.

Previous wording

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 months ended March 29, 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.

Current wording

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.

Previous wording

Product revenue for the first quarter of 2026 compared to the first quarter of 2025 increased $0.7 million. The increase primarily resulted from increases in eFPGA IP and professional services revenues.

Current wording

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.

Previous wording

eFPGA IP revenue for the three months ended March 29, 2026 and March 30, 2025 was $4.2 million and $3.6 million, respectively, which was primarily professional services revenue.

Current wording

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.

Previous wording

In the first quarter of 2026, gross profit decreased $35 thousand, or 2%, compared to the same quarter in the prior year. The net decrease in gross profit reflects a 31% increase in cost of revenue, partially offset by a 17% increase in revenues. 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, as well as additional inventory reserves.

Current wording

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.

Previous wording

Our R&D expenses consist primarily of personnel, overhead, and other costs associated with System on Chip ("SoC") and software development, programmable logic design, and eFPGA development. R&D expenses for the first quarter of 2026 as compared to the same quarter in 2025 increased $0.2 million, primarily due to increases in compensation and slight increases in software tooling expenditures.

Current wording

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.

Previous wording

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 $0.1 million decrease in SG&A expenses in the first quarter of 2026, as compared to the first quarter of 2025, was attributable primarily to decreased compensation costs, partially offset by an increase in benefits allocations.

Current wording

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.

Previous wording

The Company recorded a net income tax benefit of approximately $3 thousand for the three months ended March 29, 2026 and a net income tax expense of $5 thousand for the three months ended March 30, 2025. The effective tax rate for the first quarter ended March 29, 2026 was 0.14% as compared to (0.24)% for the same period in the prior year.

Current wording

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.

Previous wording

Interest expense relates primarily to our revolving line of credit facility 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 first quarter of this year as compared to the same period in the prior year decreased approximately $43 thousand. We did not utilize our revolving loan in the three months ended March 29, 2026. Interest income and other income (expense), which is mostly comprised of bank fees, net foreign exchange losses, and refunds, increased approximately $26 thousand.

Current wording

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.

Previous wording

Total assets decreased by approximately $12.4 million, primarily due to a $12.8 million reduction in cash and cash equivalents due to greater payments than borrowings on our revolving line of credit, a $0.2 million reduction in prepaid expenses and other current assets, a $0.1 million reduction in accounts receivable and contract assets due to the collection of outstanding receivables, a $0.1 million in amortization expense of our right-of-use assets, and a $0.1 million reduction in our inventory balances, partially offset by a $0.5 million net increase in equipment and internal-use software assets and a $0.4 million net increase in other assets.

Current wording

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.

Previous wording

Liabilities decreased by approximately $14.2 million due to greater payments than borrowings in the amount of $15.0 million on our revolving line of credit and payments on operating leases of $0.1 million, partially offset by net borrowings on notes payable of $0.3 million, increases in accrued liabilities and deferred revenues of $0.3 million, and a $0.2 million increase in trade payables.

Current wording

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.

Previous wording

Equity increased $1.8 million due to a $4.0 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 $2.2 million net loss for the three months ended March 29, 2026.

Current wording

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.

Previous wording

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 March 29, 2026, our principal sources of liquidity consisted of cash and cash equivalents from continuing operations of $6.0 million and $3.1 million in net proceeds from the sale of our common stock in the three months ended March 29, 2026. We did not utilize our $20.0 million revolving line of credit with Heritage Bank of Commerce in the three months ended March 29, 2026.

Current wording

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.

Previous wording

On February 25, 2025, we entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with Needham & Company, LLC, as sales agent (the "Agent"). 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 (the "ATM Offering"). In the three months ended March 30, 2025, we sold 182 thousand shares under the ATM offering, resulting in net cash proceeds of approximately $1.2 million. Issuance costs related to the ATM Offering were $89 thousand.

Current wording

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.

Previous wording

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"). We also amended and restated our At Market Sales Agreement with the Agent on August 14, 2025. 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.

Current wording

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.

Previous wording

During the three months ended March 29, 2026, we sold 403 thousand shares under the Amended ATM Offering, resulting in net cash proceeds of approximately $3.1 million. Issuance costs related to the amended ATM Offering were $94 thousand.

Current wording

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.

Previous wording

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 $3.1 million in net cash proceeds from the Amended ATM Offering and sales thereby, our revenues from operations, and the available financial resources from our new revolving facility with Sunflower Bank, N.A. will be sufficient to fund our operations and capital expenditures and provide adequate working capital for the next twelve months.

Current wording

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.

Previous wording

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 new revolving facility with Sunflower Bank, N.A., 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.

Current wording

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.

Previous wording

As of March 29, 2026, most of our cash and cash equivalents were invested in a money market account at Heritage Bank. As of March 29, 2026, our interest-bearing debt consisted of$3.1 million outstanding under notes payable. See Note 8 - Debt Obligations, to the unaudited condensed consolidated financial statements for more details.

Current wording

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.

Previous wording

For the three months ended March 29, 2026, net cash provided by operating activities was $0.7 million, which was primarily due to net non-cash charges of $2.8 million, which included $1.6 million in depreciation and amortization expenses, $0.9 million of stock-based compensation, $0.3 million in inventory write-downs, and $0.1 million in ROU asset amortization expenses, partially offset by a net loss of $2.2 million. Cash inflow from changes in operating assets and liabilities was approximately $0.2 million and was primarily due to decreases in accounts receivable and other assets and increases in accrued liabilities and deferred revenues, partially offset by increases in contract assets and inventories and decreases in trade payables and lease liabilities.

Current wording

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.

Previous wording

For the three months ended March 30, 2025, net cash used in operating activities was $2.1 million, which was primarily due to the net loss of $2.2 million, adjusted for net non-cash charges of $2.3 million, which included $1.3 million in depreciation and amortization expenses, $0.9 million of stock-based compensation, and $0.1 million in ROU asset amortization expenses. Cash outflow from changes in operating assets and liabilities was approximately $2.2 million and was primarily due to decreases in accounts payable, accrued liabilities and lease liabilities and an increase in contract assets, partially offset by a decrease in accounts receivable and other assets and an increase in deferred revenues.

Current wording

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.

Previous wording

For the three months ended March 29, 2026 and March 30, 2025 cash used in investing activities was $0.8 million and $1.5 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.

Current wording

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.

Previous wording

Cash flows from financing activities include the drawdowns and repayments of our line of credit. For three months ended March 29, 2026, repayments were greater than drawdowns by $15.0 million. For three months ended March 30, 2025, repayments were greater than drawdowns by $3.0 million.

Current wording

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.

Previous wording

For the three months ended March 29, 2026, cash used in financing activities was $12.7 million, which was primarily due to greater repayments of $15.0 million on our line of credit and $0.8 million in payments related to financing arrangements, partially offset by net proceeds of $3.1 million from sale of our common stock.

Current wording

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.

Previous wording

For the three months ended March 30, 2025, cash used in financing activities was $0.7 million and was primarily due to greater repayments of $3.0 million on our line of credit and $0.5 million in payments related to financing arrangements, partially offset by net proceeds of $2.8 million from sale of our common stock.

Current wording

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.