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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31 , 2021 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number 001-33387 or Delaware ( State or other jurisdiction of incorporation or organization ) GSI Technology , Inc. ( Exact name of registrant as specified in its charter ) ☐ 1213 Elko Drive Sunnyvale , California 94089 ( Address of principal executive offices , zip code ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of Each Class Common Stock , $ 0.001 par value ( 408 ) 331-8800 ( Registrant's telephone number , including area code ) to Trading Symbol ( s ) . GSIT 77-0398779 ( IRS Employer Identification No. ) Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Name of Each Exchange on which Registered The Nasdaq Stock Market LLC Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No 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 . Yes NO □ Non Large accelerated filer Accelerated filer accelerated filer > 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 during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No 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 the definitions of " large accelerated filer " , " accelerated filer ” , " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Act . ( Check one ) : Emerging growth company Smaller reporting company 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No | The aggregate market value of the registrant's voting stock held by non - affiliates of the registrant , based upon the closing sale price of the common stock on September 30 , 2020 , as reported on the Nasdaq Global Market , was approximately $ 101.7 million . Shares of the registrant's common stock held by each officer and director and each person who owns 10 % or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . As of May 31 , 2021 , there were 24,156,470 shares of the registrant's common stock issued and outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement for its 2021 annual meeting of stockholders are incorporated by reference into Part III hereof .