| (a) | The following documents are filed as part of this report: |
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| (1) | Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firms |
The following documents are included as Part II, Item 8 of this Annual Report on Form 10-K:
| Page |
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| Reports of BPM LLP, Independent Registered Public Accounting Firm (PCAOB ID: 207) | 49 |
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | 52 |
| Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 | 53 |
| Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 | 54 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 | 55 |
| Notes to Consolidated Financial Statements | 57 |
| (2) | Financial Statement Schedules |
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Annual Report on Form 10-K.
| (3) | Exhibits required by Item 601 of Regulation S-K |
See Item 15(b) below.
INDEX TO EXHIBITS
| | | | | | | |
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| · · Incorporated by Reference · · |
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| ExhibitNumber | Exhibit Description | Form | Filing Date | Exhibit Number | SEC File Number | Provided Herewith |
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| 2.01 | Equity Purchase Agreement, dated as of February 19, 2025, by and among PDF Solutions, Inc., SecureWise LLC and Telit IOT Solutions Inc. | 8-K | 2/19/2025 | 2.1 | 000-31311 | |
| 3.01 | Third Amended and Restated Certificate of Incorporation of PDF Solutions, Inc., and Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of PDF Solutions, Inc. | 10-Q | 8/8/2024 | 3.01 | 000-31311 | |
| 3.02 | Amended and Restated Bylaws of PDF Solutions, Inc. | 8-K | 5/1/2019 | 3.1 | 000-31311 | |
| 4.01 | Stockholder Agreement by and between PDF Solutions, Inc. and Advantest America, Inc. dated July 30, 2020 | 10-Q | 11/6/2020 | 4.2 | 000-31311 | |
| 4.02 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 3/1/2022 | 4.03 | 000-31311 | |
| 10.01 | Form of Indemnification Agreement between PDF Solutions, Inc. and certain of its senior executive officers and directors* | 10-K | 3/16/2009 | 10.17 | 000-31311 | |
| 10.02 | PDF Solutions, Inc. First Amended and Restated 2021 Employee Stock Purchase Plan* | DEF14A | 4/29/2024 | Appendix C | 000-31311 | |
| 10.03 | PDF Solutions, Inc. Ninth Amended and Restated 2011 Stock Incentive Plan* | | | | | X |
| 10.04 | Form of Stock Option Agreement (Non-statutory) under PDF Solutions, Inc. 2011 Stock Incentive Plan* | 10-K | 3/15/2012 | 10.18 | 000-31311 | |
| 10.05 | Form of Stock Unit Agreement under PDF Solutions, Inc. 2011 Stock Incentive Plan* | 10-K | 3/15/2012 | 10.19 | 000-31311 | |
| 10.06 | Board of Directors Acceleration Agreement* | 10-K | 2/27/2024 | 10.06 | 000-31311 | |
| 10.07 | Employment offer to Adnan Raza, dated January 23, 2020* | 10-K | 3/10/2020 | 10.17 | 000-31311 | |
| | | | | | | |
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| · · Incorporated by Reference · · |
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| ExhibitNumber | Exhibit Description | Form | Filing Date | Exhibit Number | SEC File No. | Provided Herewith |
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| 10.08 | Software License and Related Services Agreement by and between PDF Solutions, Inc. and Advantest America, Inc. dated March 25, 2020 and Amendment No.1 thereto dated July 29, 2020+ | 10-Q | 11/6/2020 | 10.1 | 000-31311 | |
| 10.09 | Amendment #1 to Amendment #1 to Software License and Related Services Agreement by and between PDF Solutions, Inc. and Advantest America, Inc., dated June 5, 2022, by and between PDF Solutions, Inc. and Advantest America, Inc.+ | 10-Q | 11/10/2022 | 10.01 | 000-31311 | |
| 10.10 | Amendment #2 to Amendment #1 to Software License and Related Services Agreement by and between PDF Solutions, Inc. and Advantest America, Inc., signed November 11, 2022, by and between PDF Solutions, Inc. and Advantest America, Inc.+ | 10-K | 3/1/2023 | 10.13 | 000-31311 | |
| 10.11 | Amended and Restated Master Development Agreement by and between PDF Solutions, Inc. and Advantest America, Inc. dated July 29, 2020+ | 10-Q | 11/6/2020 | 10.2 | 000-31311 | |
| 10.12 | Addendum #1 to Revised 2020 Contract, signed March 17, 2023, by and between PDF Solutions, Inc. and Advantest America, Inc.+ | 10-Q | 8/8/2023 | 10.2 | 000-31311 | |
| 10.13 | Master Commercial Terms and Support Services Agreement by and between PDF Solutions, Inc. and Advantest America, Inc. dated July 29, 2020+ | 10-Q | 11/6/2020 | 10.3 | 000-31311 | |
| 10.14 | Securities Purchase Agreement by and between PDF Solutions, Inc. and Advantest America, Inc. dated July 29, 2020+ | 10-Q | 11/6/2020 | 4.1 | 000-31311 | |
| 19.01 | Insider Trading and Disclosure Policy | | | | | X |
| 21.01 | Subsidiaries of Registrant | | | | | X |
| 23.01 | Consent of BPM LLP, Independent Registered Public Accounting Firm | | | | | X |
| | | | | | | |
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| · · Incorporated by Reference · · |
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| ExhibitNumber | Exhibit Description | Form | Filing Date | Exhibit Number | SEC File No. | Provided Herewith |
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| 31.01 | Certifications of the principal executive officer and principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | X |
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| 31.02 | Certifications of the principal executive officer and principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | X |
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| 32.01 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† | | | | | X |
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| 32.02 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† | | | | | X |
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| 97.01 | Compensation Recovery Policy | 10-K | 2/27/2024 | 97.01 | 000-31311 | |
| 101 | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | | | | X |
| | | | | | | |
| | | Incorporated by Reference | | | |
| ExhibitNumber | Exhibit Description | Form | Filing Date | Exhibit Number | SEC File No. | Provided Herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | |
| * | Indicates management contract or compensatory plan or arrangement. |
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| † | Furnished, and not filed. |
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| + | Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10). |
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