SecProbe.io

April 9, 2020
Matt Tenorio
Interim Chief Financial Officer
Everspin Technologies, Inc.
5670 W. Chandler Boulevard, Suite 100
Chandler, Arizona 85226
Re:Everspin Technologies, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 27, 2020
File No. 001-37900
Dear Mr. Tenorio:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal 3
Amendment to Certificate of Incorporation..., page 21
1.We note that your proposed forum selection provision in Article VIII identifies the federal
courts of the United States as the exclusive forum for the resolution of any claim arising
under the Securities Act of 1933.  Please disclose that there is uncertainty as to whether a
court would enforce such provision.  In that regard, we note that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  We note that you describe the effect of the federal forum selection
provision from the company's perspective.  Please revise your disclosure to also describe
the effect of the amendment on shareholders.  For example, the effects may include, but
are not limited to, these provisions can discourage claims or limit investors’ ability to
bring a claim in a judicial forum that they find favorable.

 FirstName LastNameMatt Tenorio
 Comapany NameEverspin Technologies, Inc.
 April 9, 2020 Page 2
 FirstName LastName
Matt Tenorio
Everspin Technologies, Inc.
April 9, 2020
Page 2
2.We note that your forum selection provision in Article VI.D identifies the Court of
Chancery of the State of Delaware as the exclusive forum for certain litigation, including
any “derivative action.”  Please disclose whether this provision applies to actions arising
under Exchange Act.  In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Erin Purnell at 202-551-3454 or Asia Timmons-Pierce at 202-551-3754
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing